These Terms of Service (the “Terms”) govern access to and use of the Services (defined below) provided by Junify Corporation, a Delaware corporation with its principal place of business at 470 Ramona Street, Palo Alto, CA 94301 USA (“Junify,” “we,” “us,” or “our”), by the entity agreeing to these Terms (“Customer”).
These Terms also set out obligations that apply to all individuals who access or use the Services under Customer’s account, including Admins and End Users (together with Customer, the “Users”).
By executing an Order Form, creating an account, enabling the Services, or allowing Admins or End Users to access the Services, Customer agrees to be bound by these Terms. Each Admin and End User agrees to comply with these Terms to the extent they apply to Admins and End Users when accessing or using the Services on behalf of Customer.
These Terms form a binding contract between Junify and Customer. Customer represents and warrants that it is a business entity (not an individual consumer) and that any person who executes an Order Form, creates the initial account, or otherwise formally accepts these Terms on Customer’s behalf has the authority to bind Customer.
For clarity, Admins and End Users who merely access or use the Services under Customer’s account do not become separate “Customers” under these Terms, but must comply with these Terms when using the Services on behalf of Customer.
These Terms govern Customer’s access to and use of Junify’s hosted software-as-a-service products, including associated browser extensions, agents, mobile applications, APIs, dashboards, and related websites and documentation (collectively, the %b “Services”).
Specific subscriptions, features, quantities, and pricing shall be set forth in one or more ordering documents, online checkout flows, or similar instruments executed or accepted by Customer (each an %b “Order Form”). Each Order Form is incorporated into and subject to these Terms.
The Services are offered solely for business and professional use by organizations. They are not intended for personal, household, or consumer use, and are not directed to children or minors.
Customer may not use the Services as a consumer or for personal purposes. Customer is responsible for ensuring that all use of the Services is in the course of its business and in compliance with applicable employment, labor, and privacy laws.
Individuals who access the Services as Admins or End Users must be at least eighteen (18) years old (or the age of majority in their jurisdiction) and authorized by Customer to use the Services on Customer’s behalf. Admins and End Users access and use the Services solely in their capacity as employees, contractors, or other representatives of Customer and not as individual consumers.
The Services are not directed to or intended for use by children. Customer shall not permit the Services to be used to monitor, profile, or otherwise target children in violation of Applicable Data Protection Laws.
For purposes of these Terms:
If there is a conflict between these Terms and an Order Form, the Order Form prevails for the relevant Services and subscription. If there is a conflict between these Terms and a DPA, the DPA prevails for the subject matter of data protection. These Terms prevail over the Privacy Policy, except as expressly stated otherwise.
Customer must create an account to use the Services. Customer shall ensure that all registration information is accurate, complete, and kept up to date.
Customer is responsible for maintaining the confidentiality and security of all login credentials associated with its account, including Admin and End User credentials, and for all activities that occur under its account.
Settings and configurations made by Admins through the Services (including enabling or disabling features, integrations, agents, or monitoring capabilities) are deemed to be valid instructions from Customer to Junify. Junify is entitled to rely on such instructions without independent verification.
Customer is solely responsible for:
Customer is responsible for all use of the Services by Admins and End Users and for ensuring that they comply with these Terms and any applicable policies. Customer will ensure that each Admin and End User is made aware of these Terms (or a summary that clearly refers to these Terms) and that access to the Services is conditioned on their agreement to comply with these Terms. Any breach of these Terms by an Admin or End User will be deemed a breach by Customer.
Customer may purchase (a) subscription-based access to the Services, (b) usage- or consumption-based access to certain features or Services, and/or (c) professional services such as consulting, implementation, training, or premium support (collectively, the “Offerings”), as set forth in the applicable Order Form or other written agreement between the parties. Where an Order Form specifies subscription-based access to the Services, such access is provided for the term specified in the applicable Order Form (the “Subscription Term”). Certain professional services or custom support arrangements may be governed by separate written terms or statements of work; to the extent those terms expressly conflict with this Section 5, they will control for the applicable professional services.
Customer shall pay all fees for the Offerings as specified in the applicable Order Form (which, for professional services, may take the form of a statement of work or similar written agreement between the parties) (the “Fees”). The applicable Order Form will describe the type of Fees (including any subscription, usage-based, and professional services Fees) and the associated billing metrics and schedule. Unless expressly stated otherwise in the applicable Order Form:
If there is any conflict between this Section 5.2 and the Fees, billing, or payment terms set out in an applicable Order Form, the terms of the Order Form will control for the relevant Offering.
Fees are payable by the method and within the timeframe set forth in the applicable Order Form or other written agreement. If not specified, Fees are due within thirty (30) days of the invoice date.
Overdue amounts may accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, if lower), plus reasonable collection costs. Junify may suspend access to the Services, or suspend performance of any professional services, upon written notice if any Fees remain unpaid for fifteen (15) days or more after their due date.
Fees are exclusive of taxes. Customer is responsible for all sales, use, VAT, GST, or similar taxes arising from the Offerings (excluding taxes based on Junify’s income), and shall pay or reimburse Junify for such taxes if invoiced.
Unless an Order Form states otherwise, each Subscription Term for any recurring Offering (including subscriptions that are priced in whole or in part based on usage or consumption) will automatically renew for successive periods equal to the expiring Subscription Term, at Junify’s then-current pricing for the applicable Offering, unless either party gives notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term. One-time or non-recurring Offerings (such as fixed-fee projects or one-time professional services) do not automatically renew unless expressly stated in the applicable Order Form or other written agreement.
Subject to these Terms and timely payment of Fees, Junify grants Customer a limited, non-exclusive, non-transferable (except as permitted in Section 18), non-sublicensable right during the applicable Subscription Term to access and use the Services and Documentation solely for Customer’s internal business purposes.
Customer shall not (and shall not permit any third party to):
Customer shall not use the Services to:
Without limiting the foregoing, Customer shall not use the Services to monitor employees or other individuals in any manner that violates labor, employment, privacy, or other applicable laws, or that conflicts with Customer’s own internal policies. Customer is solely responsible for making all required disclosures and obtaining all required consents for such monitoring.
The Privacy Policy, including any annexes describing data categories, purposes of processing, international transfers, and data subject rights, is incorporated into these Terms by reference and forms part of the contract between Junify and Customer. In the event of conflict between these Terms and the Privacy Policy, these Terms prevail, except with respect to matters expressly governed by a DPA.
The specific allocation of roles and the mapping of data categories to those roles is described in more detail in the Privacy Policy and, where applicable, in the DPA.
Where required under Applicable Data Protection Laws, the parties may enter into a DPA governing Junify’s processing of personal data as Processor. In case of conflict between these Terms and the DPA regarding data protection, the DPA prevails.
Customer is responsible for:
Junify will process Customer Content solely:
Junify will not:
Junify may process Service Data to operate, secure, improve, and develop the Services, provided it does so in compliance with Applicable Data Protection Laws and its Privacy Policy. Junify may use aggregated or de-identified data in its discretion, provided that it does not identify Customer or any individual.
The Services may provide access to generative AI features (such as automated analysis or content generation) that rely on third-party large language model providers (for example, but not limited to, foundational model providers). Such third-party providers may act as Junify’s Sub-processors or as independent Controllers, depending on the context described in the Privacy Policy and DPA.
Junify will:
Generative AI features may be enabled or disabled by Admins at the Customer or role level, as made available by Junify. Customer is responsible for configuring such controls to match its policies and compliance obligations.
Customer acknowledges that:
Customer shall not rely on AI-generated outputs as the sole basis for decisions that may result in significant legal, financial, safety, or employment consequences.
The Services may interoperate with third-party products or services (e.g., identity providers, email platforms, SaaS applications, collaboration tools) %b “Third-Party Services” enabled by Admins. Junify does not control Third-Party Services and is not responsible for their acts or omissions.
Customer’s use of Third-Party Services is subject to the terms and privacy policies of the relevant third-party providers, not these Terms. Customer is solely responsible for enabling, configuring, and using such integrations and for any exchange of data with Third-Party Services.
Junify may engage Sub-processors to process personal data on Customer’s behalf in connection with the Services (including cloud infrastructure providers, logging and monitoring tools, and AI providers). Junify will:
Junify maintains a separate Sub-Processor List identifying its current Sub-processors and may update that list from time to time in accordance with any notice and objection procedures described in the DPA or Privacy Policy.
Certain third parties (such as payment processors) may process personal data as independent Controllers for their own purposes (e.g., billing, fraud prevention, compliance). Their processing is governed by their own terms and privacy notices. Junify is not responsible for such third parties’ compliance as independent Controllers.
“%b Confidential Information” means any non-public information disclosed by one party %b “Disclosing Party” to the other %b “Receiving Party” that is designated as confidential or that should reasonably be understood to be confidential, including Customer Content, business and technical information, product plans, source code, pricing, and non-public documentation.
Confidential Information does not include information that:
The Receiving Party shall:
The Receiving Party may disclose Confidential Information to the extent required by law or legal process, provided it (where legally permitted) gives the Disclosing Party prompt notice and reasonable cooperation to seek confidentiality or protective measures.
Junify will implement and maintain appropriate technical and organizational security measures designed to protect the security, confidentiality, and integrity of Customer Content, including measures relating to encryption, access controls, logging, and vulnerability management, as further described in the Documentation, Privacy Policy, or DPA. Customer acknowledges that no system can be guaranteed to be 100% secure.
In general, Junify personnel do not access Customer Content in human-readable form. Limited access may occur:
Any such access will be limited to personnel with a need to know and subject to confidentiality obligations.
Junify will use commercially reasonable efforts to make the core Services available in accordance with any service level commitments set out in an Order Form or separate SLA (if applicable).
Junify may perform scheduled maintenance, during which the Services may be unavailable. Junify will use reasonable efforts to schedule maintenance during off-peak times and to notify Admins of planned maintenance where practicable.
Junify will provide technical support in accordance with its then-current support policies, which may be specified in the Order Form, Documentation, or a separate support agreement.
Junify may enhance, update, or modify the Services from time to time. Junify will not materially reduce the core functionality of the Services subscribed to by Customer during a Subscription Term without providing reasonable prior notice to Customer, unless required by law or to address a security or legal issue.
Junify may suspend Customer’s or any End User’s access to the Services, in whole or in part, if:
Junify will limit suspension to the minimum necessary under the circumstances and will restore access promptly once the issue justifying the suspension is resolved.
Either party may terminate these Terms and all outstanding Order Forms upon written notice if:
Upon expiration or termination of these Terms or any Order Form:
For a limited period following termination or expiration (as specified in the Documentation, Privacy Policy, or DPA), Customer may export Customer Content from the Services using available tools. After such period, Junify may delete or anonymize Customer Content in accordance with its data retention policies, the Privacy Policy, and any DPA.
Sections that by their nature should survive termination (including, without limitation, payment obligations, confidentiality, data protection commitments, indemnities, limitations of liability, and dispute resolution provisions) shall survive termination or expiration of these Terms.
Each party represents and warrants that:
Junify warrants that it will provide the Services with reasonable skill and care and in a professional manner consistent with generally accepted industry standards for similar services.
Customer represents and warrants that:
Except as expressly provided in these Terms:
Customer is solely responsible for verifying the accuracy and suitability of AI-generated or automated outputs before relying on them.
Junify shall defend Customer against any claim brought by a third party alleging that Customer’s authorized use of the Services (excluding Customer Content and Third-Party Services) infringes a valid intellectual property right of that third party, and shall indemnify Customer from any damages, costs, and reasonable attorneys’ fees finally awarded against Customer or agreed in settlement by Junify.
Junify’s obligations under this Section do not apply to claims arising from:
If the Services are, or in Junify’s reasonable opinion are likely to become, the subject of an infringement claim, Junify may, at its option and expense: (a) modify the Services so they are non-infringing; (b) replace the Services with a non-infringing alternative that provides substantially equivalent functionality; or (c) terminate the affected Order Form and refund any prepaid, unused Fees for the remaining Subscription Term.
Customer shall defend Junify and its affiliates against any claim brought by a third party arising from:
and shall indemnify Junify from any damages, costs, and reasonable attorneys’ fees finally awarded against Junify or agreed in settlement by Customer.
The party seeking indemnification shall:
This Section 14 sets forth each party’s exclusive remedy for third-party IP infringement claims related to the Services.
To the fullest extent permitted by law, neither party will be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, data, or business opportunities, arising out of or relating to these Terms, even if advised of the possibility of such damages and even if a remedy fails of its essential purpose.
To the fullest extent permitted by law, each party’s aggregate liability arising out of or relating to these Terms (whether in contract, tort, or otherwise) will not exceed the Fees actually paid by Customer to Junify under the relevant Order Form during the twelve (12) months immediately preceding the event giving rise to the claim.
The limitations and exclusions in this Section do not apply to:
These Terms and any dispute arising out of or relating to them shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.
Any legal action or proceeding arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in San Francisco County, California, and each party irrevocably submits to the personal jurisdiction of such courts.
Nothing in these Terms limits either party’s right to seek equitable relief, including injunctive relief, to prevent actual or threatened unauthorized disclosure or misuse of Confidential Information or intellectual property.
Junify may update these Terms from time to time. Junify will provide notice of material changes to Admins (for example, via email or in-product notification). Unless a different effective date is stated, changes will become effective upon the start of the next Subscription Term or as otherwise specified in the notice.
If Customer continues to use the Services after changes to these Terms become effective, such use constitutes Customer’s acceptance of the updated Terms. If Customer does not agree to the changes, Customer may terminate the affected subscriptions as of the date the changes would otherwise take effect, by providing written notice prior to that date.
Junify may update the Privacy Policy and any related annexes (including data flow descriptions and feature-specific schedules) from time to time to reflect changes in law, technology, or its practices. Such updates are not deemed amendments to these Terms, provided they do not materially reduce Junify’s data protection commitments to Customer.Where legally required, or where there is a material change affecting Customer’s use of the Services, Junify will provide appropriate notice. Junify also maintains a separate Sub-Processor List identifying its current Sub-processors. Junify may update the Sub-Processor List from time to time and will provide notice of material changes, and any applicable right to object, as described in the DPA or Privacy Policy.
These Terms, together with all Order Forms, the Privacy Policy, and any DPA, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous agreements, proposals, or representations, written or oral, relating to that subject matter.
In the event of a conflict, the following order of precedence applies: (1) Order Form; (2) DPA (for data protection matters); (3) these Terms; and (4) Privacy Policy including Annex and other documents referenced in these Terms.
Neither party may assign or transfer these Terms, in whole or in part, without the other party’s prior written consent, except that either party may assign these Terms without consent to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section is void. These Terms bind and inure to the benefit of the parties and their permitted successors and assigns.
The parties are independent contractors, and nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
There are no third-party beneficiaries to these Terms. For clarity, Admins and End Users do not have independent third-party beneficiary rights under these Terms, but they are required to comply with the obligations that these Terms state apply to Admins and End Users,
Neither party shall be liable for any failure or delay in performance to the extent caused by events beyond its reasonable control, including natural disasters, acts of government, war, terrorism, labor disputes, internet or telecommunications failures, or third-party service failures, provided that the affected party uses reasonable efforts to mitigate the effects and resume performance.
If any provision of these Terms is held invalid or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect.
Failure or delay by either party to exercise any right or remedy under these Terms does not constitute a waiver of such right or remedy, and a waiver on one occasion does not constitute a waiver on any other occasion.
Notices to Customer may be provided by email to the address associated with Customer’s account or via in-product notification. Notices to Junify shall be sent to the address in Section 19 or to any other address specified by Junify in writing. Notices are deemed given when received or, for email, when sent, unless the sender receives an error message.
Questions or concerns about these Terms or the Services may be directed to:
%b Junify Corporation
470 Ramona Street
Palo Alto, CA 94301
USA
Email: [email protected]