Terms and Conditions
Last Updated: March 12, 2021
For purposes of these Joyn Client Terms and Conditions (“Terms”), “Joyn or Joyn Media,” “we” or “our” refers to Joyn Media Pty Ltd, and “Client,” “you” or “your” refers to your company. Please read these Terms carefully as they, together with your signed Proposal or Insertion Order (hereinafter “Service Agreement”) constitute your entire agreement with Joyn (hereinafter the “Agreement”). By engaging Joyn to provide services to you, you agree to be legally bound by these Terms. Joyn reserves the right to change or modify these Terms at any time and in its sole discretion by posting the amended Terms on our website at: https://www.joyn.com.au/terms-and-conditionsUnless otherwise specified, any changes or modifications will be effective immediately upon posting on the website. Your continued use of Joyn’s services after such time will constitute your acceptance of such changes or modifications.
1. Digital Advertising ServicesJoyn offers a variety of services to improve a website’s online visibility. By engaging us, you agree to the Terms of Service set forth below. If you have questions, or if we may be of any service, please do not hesitate to contact us.Joyn provides digital advertising services on a local, national and international basis. As such, we submit information on your behalf to providers for whom you must agree to their terms and conditions. These providers may include, but are not limited to: Google, Yahoo, MSN/Bing, Facebook, YouTube, and other sites. The terms and conditions of these providers all apply. Joyn will not share your information with any business other than in the course of securing paid advertising services on your behalf.
2. Advertising MaterialJoyn has the right to place information pertaining to your business on any of the service providers and publishers such as those listed above and you authorize Joyn to develop content based on information or material provided by you or your designees and collected by Joyn including copy, form, size, text, graphics, names, addresses, phone numbers, URLs, logos, trade names, trademarks, service marks, endorsements, photographs or likenesses, and videos. Further, you represent that the material and information you provide to Joyn is truthful, not misleading, and that you have the authority to represent this product and service information to Joyn. Additionally, if so contracted, advertisements will be sent for approval before publishing. The timelines of these pieces is critical to campaign performance. For this reason, all ad content will be considered approved one week after the content was sent for approval unless requested edits or other communication is received from the client. Finally, you authorize Joyn to utilize tracking phone numbers, and even record calls on your behalf for customer service purposes, and upon automatic notification to all incoming callers on tracking phone numbers if/when that service is contracted.3. Unacceptable PracticesAs Joyn strives to offer the very best service, there are certain guidelines and policies that must govern Joyn’s efforts and relationships with its clients. Practices that are in violation of these guidelines and policies are strictly forbidden and may result in the immediate termination of Joyn’s services. Such decisions are at the sole discretion of Joyn. Unacceptable practices include, but are not limited to:Adult or pornographic material including, but not limited to, sexually explicit or suggestive materialSexually oriented products or services (e.g. escort services), or other sexually oriented materialNudity, including airbrushing (exceptions granted on a case-by-case basis if for medical or artistic purposes)Lingerie websitesOffensive or otherwise distasteful materialContent or language that is harmful to minors in any wayBulk emailing toolsDistribution of internet viruses or other harmful or destructive activitiesHacking and crackingScams or phishing for personal informationSolicitation of funds other than for legal charitable organization (exceptions granted on a case-by-case basis at Joyn’s’ discretion)Illegal Gambling, gaming, lotteries, and like activities Harmful, threatening, violent, abusive, harassing, tortuous, vulgar, obscene, libelous, invasive of another’s privacy, racial, chauvinistic, ethnically offensive, complaint websites, or otherwise objectionable content or languageDefamatory, hateful or revenge content or language.Aids to pass drug tests or aids to pass lie detector tests.Illegal activities such as ponzi schemes, pyramid schemes, fraudulent charging of credit cards, copyright violations, plagiarism,Piracy, and all unauthorized use of materials or content that infringes on third parties’ intellectual propertiesMLM without a legitimate product or service, with a front product or service, or where the primary intent is to recruit new members rather than to sell productsReverse Funnel SystemsCash GiftingIllegal drugs or drug paraphernaliaAlcohol salesTobacco salesMiracle curesFake documentsFireworks, pyrotechnics, firearms, explosives or weapons.Intentional or unintentional violations of any applicable local, state, national or international law.Reselling of email accounts or hosting accounts to third parties.Reselling of any Joyn’s services to third parties without a written reseller agreement.Spamming and all other forms of unsolicited messages including, but not limited to, spam, chain letters, and junk emailLinks to other sites that are in violation of Joyn’ policies and guidelinesOther activities, whether lawful or unlawful, that Joyn deems to be in poor taste or that reflect adversely on Joyn or Joyn’s other clientsUpon the contingency which Joyn accepts a contract for services on this list, any and all work performed will be compensated regardless of approval by Google, Bing, Yahoo, or any other outside agency.
4. FeesYou agree to pay Joyn management fees to cover the cost of placing and managing your digital advertising services program up to an amount not to exceed what is stated in your most recent Joyn Service Agreement. Joyn may change the maximum monthly fees in accordance with procedures established by our publishers from time to time upon notifications.All monthly fees are due before the end of each calendar month.
Any overdue amounts will bear interest at a rate equal to 5% per month.
All credit card payments require a 3% processing fee.
If a project is cancelled prior to the campaign planning, no cancellation fee is incurred. If a project has commenced, the cancellation fee is 15% of the remaining ad spend.
If an account becomes 45 days past due, all campaign activities will be paused until payment is made and the account is current. At 90 days past due, the account is to be handed over to collection.
5. PaymentThe Client agrees to pay Joyn compensation for the Services agreed upon between the Client and the Company as set out in this agreement and defined in the Service Agreement as applicable. Payments shall be made on the schedule set out in the agreement.
Marketing and advertising programs may be paused if payment has not been made by payment due date; re-initiation fees may apply.
Pre-Payment for Media / Liability for PaymentWhere Client has engaged Joyn to execute digital advertising on its behalf, and Client is not paying for the media/advertising directly to the advertising/media vendor, Joyn must receive payment for the media/advertising prior to the media/advertising running. (Joyn will typically issue an invoice for ad budget and ad management services the month before the ad is scheduled to run.)
If Joyn does not receive payment for both the media budget and the media management fees, it may, at its discretion, choose to cancel or pause the media until payment is received. If Joyn has not received payment for the media/advertising but nonetheless allows the media/advertising to run, Client will remain responsible to Joyn and/or the advertising/media vendor for payment of the same, notwithstanding the existence of any Service Agreement between Joyn and the advertising/media vendor. If an advertising/media vendor seeks payment from Joyn for media that Client has not paid Joyn for, Client agrees that it will execute any documents requested by Joyn and/or the media/advertising vendor to assume liability for payment.
6. Point of ContactJoyn will need at least one point of contact from you for day-to-day communications. This person will be responsible for: i) gathering your company’s data, files, or other content required for Joyn to complete its deliverables; ii) attending conference calls or meetings at key intervals with Joyn; and iii) coordinating internal communications with your team regarding the status of the project. They will receive all communications from your Account Manager(s) at Joyn. Unless another individual is expressly designated in the Service Agreement as your company’s point of contact to whom Joyn should direct all communications, there will be a legal presumption that any person holding themselves out as representing your company’s interests relative to the services, and/or having day to day contact with Joyn in its performance of the services, is your company’s point of contact and is legally authorized to make decisions on your company’s behalf. As such, Joyn will move forward with work authorized by this point of contact and Client shall be responsible for payment for such services.7. DeadlineClient is responsible for meeting time deadline(s) associated with Joyn’s performance of the deliverables which may include but are not limited to deadlines for providing content and/or approvals. Joyn is not responsible for late deliverables resulting from Client’s failure to meet time deadlines specified by Joyn. Client also understands that if it makes changes in scope, requests additional deliverables or requires revisions of work delivered beyond what was set forth in the Service Agreement during the course of a project, this will affect the deadlines originally set at the outset of the project and Joyn will not be considered to have failed to meet the deadline set forth in the original Service Agreement for that project.8. Ad Creative & ContentUnless otherwise specifically stated as a part of the deliverables in the Service Agreement, Client is responsible for providing all content necessary for Joyns performance of the deliverables, including but not limited to written copy, logos, photographs, video, music, fonts and/or other materials. The pricing reflected in your Service Agreement with Joyn assumes that content will be readily provided to Joyn in a manner specified by Joyn, in acceptable format(s), and that Joyn will not be required to pull content from other Client website(s), follow up with prior vendors of Client, find content from third party sources or otherwise spend time obtaining, aggregating or organizing content on Client’s behalf.Where Client is providing ad creative and content, Client shall be responsible for obtaining all required licenses, permissions and/or approvals for use of such content. Client warrants and agrees that where it has provided content to Joyn, it has full legal authority to use such content and/or has obtained the required licenses, permissions, and/or approvals and warrants that such content is not in violation of any third party’s copyright(s), trade or service marks or other intellectual property rights. Further, client assumes responsibility for the accuracy, spelling and truthfulness of all content it provides to Joyn. All Client-provided content including all pre-existing trademarks and copyright material, shall remain the sole property of Client, and Client shall be the sole owner of all rights in connection therewith. Client hereby grants to Joyn a nonexclusive, nontransferable license to use, reproduce, and modify the Client Content solely in connection with Joyn’s performance of the services and the production of the deliverables.
9. PerformanceClient acknowledges the following with respect to media/advertising services from Joyn:Joyn accepts no responsibility for policies of advertising networks, third-party search engines, directories or other websites that Joyn may submit to with respect to the classification or type of content it accepts, whether now or in the future. Client’s website or content may be excluded or banned from any third-party resource at any time if their policies are not adhered to. Client agrees not to hold Joyn responsible for any liability or actions taken by third-party resource under this Agreement.Joyn does not guarantee position, consistent positioning, or specific placement for any particular paid search keyword, phrase or search term. Client acknowledges that Joyn’s past performance is not indicative of any future results client may experience.Client acknowledges that advertising campaigns may be subject to the individual advertising network’s policies and procedures. Changes to these policies may require added resources employed by Joyn to adhere to these changes. The Client may be charged an additional fee for making these updates, based on the hourly rate of $180 per hour.Client acknowledges that any advertising networks, search engines, directories or other resources may block, prevent or otherwise stop accepting submissions for an indefinite period of time.Client acknowledges that advertising networks may drop listings from its database for no apparent or predictable reason. Joyn shall re-submit resources to the advertising network based on the current policies of the search engine in question.Joyn will endeavor to make every effort to keep Client informed of any changes that Joyn is made aware of that may impact any of the Paid Media Campaign and Strategy and the execution thereof under this Agreement.Client acknowledges that Joyn cannot guarantee the exact placement of Client’s advertising; its availability or availability related to the funds in the Client’s account.Any forecasting metrics provided to Client are estimates based on industry knowledge and advertising network projected forecasts.If Joyn executes Service Agreement as it relates to advertising placements, each Service Agreement will list the type and amount of deliverables, the maximum amount of money to be spent, and the flight dates of advertising placements. Joyn cannot be held accountable for the exact delivery, inventory and/or performance of ad campaigns projected in an IO due to these being third party forecasts.When applicable, Third Party Ad Server tags will be implemented so that they are functional in all aspects. Joyn cannot be held to reporting accuracy without the ability to install appropriate tagging on all digital assets.When reporting is delivered by Joyn, data is provided directly based on the ad network’s currently available data. If reporting is delivered before 30 days after the campaign has ended, all data may not have time to be collected and exact accuracy can be affected.10. Term & TerminationUnless otherwise specified in the Service Agreement, the Service Agreement between Client and Joyn shall be effective as of the date that Client executes the Service Agreement and shall continue in effect for the duration of the term. Once the term has been completed, the Service Agreement will continue on a month-to-month basis and may be terminated upon thirty (30) days notice. If no term is specified in the Service Agreement, the term shall be the latter of complete payment of the amounts due under that Agreement or until the contracted services have been completed. A Service Agreement may only be terminated prior to the end of a term as follows:Breach. Either party may terminate this Agreement in the event of a material breach by the other party if such breach continues uncured for a period of thirty (30) calendar days after written notice of the breach.Either Party may, in its sole discretion, terminate this Agreement in the event the other party files for bankruptcy, or is subject to involuntary bankruptcy.Cancellation TermsIf Client seeks to cancel media earlier than the date set forth in any media contract or Service Agreement, Client may reallocate a portion of the budget, or delay the campaign up to 3 months from the start of the original campaign with no fees incurred. If a project has commenced, the cancellation fee is 15% of the remaining ad spend.11. Representations and Warranties; License and Grant of RightsYou represent and warrant that you have and will continue to have the absolute and unrestricted right to publish and use all information you have provided for your advertising programs and that the content does not infringe on the rights of any third party and that it complies with all local, state and federal laws and regulations.12. IndemnificationEach party warrants that its respective performance of the terms of this agreement will not in any way constitute knowing, intentional infringement or violation of any copyright, trade secret, trademark, patent, invention or any other non-disclosure rights of any third party. You indemnify and hold harmless Joyn against all costs (including attorney fees), damages and liabilities arising from negligent or intended acts on your part constituting the violation of any copyright, trade secret, trademark, service mark, patent, invention, proprietary information or non-disclosure rights of any third party. To the full extent of the law, you will pay any expenses or damages to Joyn resulting from claims made by third parties with regard to usage of material you have provided, even after termination of our Agreement.13. No GuaranteesYou acknowledge and agree that Joyn makes no specific guarantee or warranty regarding the service providers and publishers to which it submits advertising on your behalf, including placement of paid advertising or any specific results. Joyn does not warrant the number of calls, clicks, impressions or website visits or that paid search advertising will appear in response to any particular query. Joyn does not warrant that the performance will be error-free but will immediately act to correct errors once they have been identified.14. Disclaimer of WarrantiesTHE PRODUCTS AND SERVICES ARE PROVIDED on an “AS IS” and “AS AVAILABLE” BASIS AND JOYN EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.JOYN STRIVES TO EXCEED CLIENT EXPECTATIONS, HOWEVER, SINCE MARKETING RESULTS CAN BE INFLUENCED BY VARIOUS EXTERNAL FORCES OUTSIDE OF JOYN’S CONTROL, JOYN CANNOT GUARANTEE SPECIFIC RESULTS OR RETURN ON INVESTMENT.
15. Limitation of LiabilityIN NO EVENT SHALL JOYN BE LIABLE TO CLIENT FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA OR LOSSES AS A RESULT OF DISCLOSURE OF USER CONTENT OR OTHER DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH JOYN’S PRODUCTS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF JOYN EXCEED ANY COMPENSATION PAID BY YOU TO JOYN FOR ITS PRODUCTS OR SERVICES.16. TaxesClient will pay, reimburse, and/or hold Joyn harmless for all sales, use, transfer, privilege, tariffs, excise, and all other taxes and duties (other than as related to Joyns income), whether international, national, state, or local (however designated), which are levied or imposed by reason of the performance of the deliverables.17. AuthorityThe person signing the Service Agreement certifies that (s)he is lawfully authorized to purchase services on behalf of your company.18. Effective Upon ExecutionTerms and Conditions are binding on both parties on the date the Service Agreement is signed and/or payment is made.19. Governing Body/VenueThis Agreement shall be governed by and construed in accordance with the internal laws of the Province of British Columbia and not the principles of conflicts of law thereof. The Parties agree that the venue for any action arising out of this Agreement will be Vancouver, BC.20. MiscellaneousThis Terms and Conditions of Service represent the parties’ entire agreement with regard to Joyn’s provision of services. Agreement with these terms and conditions is upon signature of Joyn’s Service Agreement, and it will be binding upon you and your successors.
If any portion of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity or enforceability of any remaining provisions or the provisions in the Services Agreement. The Service Agreement entered into between the parties and applicable change orders, together with these Terms, constitutes the entire agreement between the parties as it pertains to the matters in that Service Agreement and supersedes any oral discussions, written communications or draft agreements that occurred prior to execution of that Service Agreement. Notwithstanding the foregoing, to the extent that Joyn and Client have executed more than one Service Agreement throughout their relationship, each of those Service Agreements, along with their corresponding Terms, shall be treated separately and remain in full force and effect according to their individual terms.
If you have any questions about our Terms & Conditions:
For purposes of these Joyn Client Terms and Conditions (“Terms”), “Joyn or Joyn Media,” “we” or “our” refers to Joyn Media Pty Ltd, and “Client,” “you” or “your” refers to your company. Please read these Terms carefully as they, together with your signed Proposal or Insertion Order (hereinafter “Service Agreement”) constitute your entire agreement with Joyn (hereinafter the “Agreement”). By engaging Joyn to provide services to you, you agree to be legally bound by these Terms. Joyn reserves the right to change or modify these Terms at any time and in its sole discretion by posting the amended Terms on our website at: https://www.joyn.com.au/terms-and-conditionsUnless otherwise specified, any changes or modifications will be effective immediately upon posting on the website. Your continued use of Joyn’s services after such time will constitute your acceptance of such changes or modifications.
1. Digital Advertising ServicesJoyn offers a variety of services to improve a website’s online visibility. By engaging us, you agree to the Terms of Service set forth below. If you have questions, or if we may be of any service, please do not hesitate to contact us.Joyn provides digital advertising services on a local, national and international basis. As such, we submit information on your behalf to providers for whom you must agree to their terms and conditions. These providers may include, but are not limited to: Google, Yahoo, MSN/Bing, Facebook, YouTube, and other sites. The terms and conditions of these providers all apply. Joyn will not share your information with any business other than in the course of securing paid advertising services on your behalf.
2. Advertising MaterialJoyn has the right to place information pertaining to your business on any of the service providers and publishers such as those listed above and you authorize Joyn to develop content based on information or material provided by you or your designees and collected by Joyn including copy, form, size, text, graphics, names, addresses, phone numbers, URLs, logos, trade names, trademarks, service marks, endorsements, photographs or likenesses, and videos. Further, you represent that the material and information you provide to Joyn is truthful, not misleading, and that you have the authority to represent this product and service information to Joyn. Additionally, if so contracted, advertisements will be sent for approval before publishing. The timelines of these pieces is critical to campaign performance. For this reason, all ad content will be considered approved one week after the content was sent for approval unless requested edits or other communication is received from the client. Finally, you authorize Joyn to utilize tracking phone numbers, and even record calls on your behalf for customer service purposes, and upon automatic notification to all incoming callers on tracking phone numbers if/when that service is contracted.3. Unacceptable PracticesAs Joyn strives to offer the very best service, there are certain guidelines and policies that must govern Joyn’s efforts and relationships with its clients. Practices that are in violation of these guidelines and policies are strictly forbidden and may result in the immediate termination of Joyn’s services. Such decisions are at the sole discretion of Joyn. Unacceptable practices include, but are not limited to:Adult or pornographic material including, but not limited to, sexually explicit or suggestive materialSexually oriented products or services (e.g. escort services), or other sexually oriented materialNudity, including airbrushing (exceptions granted on a case-by-case basis if for medical or artistic purposes)Lingerie websitesOffensive or otherwise distasteful materialContent or language that is harmful to minors in any wayBulk emailing toolsDistribution of internet viruses or other harmful or destructive activitiesHacking and crackingScams or phishing for personal informationSolicitation of funds other than for legal charitable organization (exceptions granted on a case-by-case basis at Joyn’s’ discretion)Illegal Gambling, gaming, lotteries, and like activities Harmful, threatening, violent, abusive, harassing, tortuous, vulgar, obscene, libelous, invasive of another’s privacy, racial, chauvinistic, ethnically offensive, complaint websites, or otherwise objectionable content or languageDefamatory, hateful or revenge content or language.Aids to pass drug tests or aids to pass lie detector tests.Illegal activities such as ponzi schemes, pyramid schemes, fraudulent charging of credit cards, copyright violations, plagiarism,Piracy, and all unauthorized use of materials or content that infringes on third parties’ intellectual propertiesMLM without a legitimate product or service, with a front product or service, or where the primary intent is to recruit new members rather than to sell productsReverse Funnel SystemsCash GiftingIllegal drugs or drug paraphernaliaAlcohol salesTobacco salesMiracle curesFake documentsFireworks, pyrotechnics, firearms, explosives or weapons.Intentional or unintentional violations of any applicable local, state, national or international law.Reselling of email accounts or hosting accounts to third parties.Reselling of any Joyn’s services to third parties without a written reseller agreement.Spamming and all other forms of unsolicited messages including, but not limited to, spam, chain letters, and junk emailLinks to other sites that are in violation of Joyn’ policies and guidelinesOther activities, whether lawful or unlawful, that Joyn deems to be in poor taste or that reflect adversely on Joyn or Joyn’s other clientsUpon the contingency which Joyn accepts a contract for services on this list, any and all work performed will be compensated regardless of approval by Google, Bing, Yahoo, or any other outside agency.
4. FeesYou agree to pay Joyn management fees to cover the cost of placing and managing your digital advertising services program up to an amount not to exceed what is stated in your most recent Joyn Service Agreement. Joyn may change the maximum monthly fees in accordance with procedures established by our publishers from time to time upon notifications.All monthly fees are due before the end of each calendar month.
Any overdue amounts will bear interest at a rate equal to 5% per month.
All credit card payments require a 3% processing fee.
If a project is cancelled prior to the campaign planning, no cancellation fee is incurred. If a project has commenced, the cancellation fee is 15% of the remaining ad spend.
If an account becomes 45 days past due, all campaign activities will be paused until payment is made and the account is current. At 90 days past due, the account is to be handed over to collection.
5. PaymentThe Client agrees to pay Joyn compensation for the Services agreed upon between the Client and the Company as set out in this agreement and defined in the Service Agreement as applicable. Payments shall be made on the schedule set out in the agreement.
Marketing and advertising programs may be paused if payment has not been made by payment due date; re-initiation fees may apply.
Pre-Payment for Media / Liability for PaymentWhere Client has engaged Joyn to execute digital advertising on its behalf, and Client is not paying for the media/advertising directly to the advertising/media vendor, Joyn must receive payment for the media/advertising prior to the media/advertising running. (Joyn will typically issue an invoice for ad budget and ad management services the month before the ad is scheduled to run.)
If Joyn does not receive payment for both the media budget and the media management fees, it may, at its discretion, choose to cancel or pause the media until payment is received. If Joyn has not received payment for the media/advertising but nonetheless allows the media/advertising to run, Client will remain responsible to Joyn and/or the advertising/media vendor for payment of the same, notwithstanding the existence of any Service Agreement between Joyn and the advertising/media vendor. If an advertising/media vendor seeks payment from Joyn for media that Client has not paid Joyn for, Client agrees that it will execute any documents requested by Joyn and/or the media/advertising vendor to assume liability for payment.
6. Point of ContactJoyn will need at least one point of contact from you for day-to-day communications. This person will be responsible for: i) gathering your company’s data, files, or other content required for Joyn to complete its deliverables; ii) attending conference calls or meetings at key intervals with Joyn; and iii) coordinating internal communications with your team regarding the status of the project. They will receive all communications from your Account Manager(s) at Joyn. Unless another individual is expressly designated in the Service Agreement as your company’s point of contact to whom Joyn should direct all communications, there will be a legal presumption that any person holding themselves out as representing your company’s interests relative to the services, and/or having day to day contact with Joyn in its performance of the services, is your company’s point of contact and is legally authorized to make decisions on your company’s behalf. As such, Joyn will move forward with work authorized by this point of contact and Client shall be responsible for payment for such services.7. DeadlineClient is responsible for meeting time deadline(s) associated with Joyn’s performance of the deliverables which may include but are not limited to deadlines for providing content and/or approvals. Joyn is not responsible for late deliverables resulting from Client’s failure to meet time deadlines specified by Joyn. Client also understands that if it makes changes in scope, requests additional deliverables or requires revisions of work delivered beyond what was set forth in the Service Agreement during the course of a project, this will affect the deadlines originally set at the outset of the project and Joyn will not be considered to have failed to meet the deadline set forth in the original Service Agreement for that project.8. Ad Creative & ContentUnless otherwise specifically stated as a part of the deliverables in the Service Agreement, Client is responsible for providing all content necessary for Joyns performance of the deliverables, including but not limited to written copy, logos, photographs, video, music, fonts and/or other materials. The pricing reflected in your Service Agreement with Joyn assumes that content will be readily provided to Joyn in a manner specified by Joyn, in acceptable format(s), and that Joyn will not be required to pull content from other Client website(s), follow up with prior vendors of Client, find content from third party sources or otherwise spend time obtaining, aggregating or organizing content on Client’s behalf.Where Client is providing ad creative and content, Client shall be responsible for obtaining all required licenses, permissions and/or approvals for use of such content. Client warrants and agrees that where it has provided content to Joyn, it has full legal authority to use such content and/or has obtained the required licenses, permissions, and/or approvals and warrants that such content is not in violation of any third party’s copyright(s), trade or service marks or other intellectual property rights. Further, client assumes responsibility for the accuracy, spelling and truthfulness of all content it provides to Joyn. All Client-provided content including all pre-existing trademarks and copyright material, shall remain the sole property of Client, and Client shall be the sole owner of all rights in connection therewith. Client hereby grants to Joyn a nonexclusive, nontransferable license to use, reproduce, and modify the Client Content solely in connection with Joyn’s performance of the services and the production of the deliverables.
9. PerformanceClient acknowledges the following with respect to media/advertising services from Joyn:Joyn accepts no responsibility for policies of advertising networks, third-party search engines, directories or other websites that Joyn may submit to with respect to the classification or type of content it accepts, whether now or in the future. Client’s website or content may be excluded or banned from any third-party resource at any time if their policies are not adhered to. Client agrees not to hold Joyn responsible for any liability or actions taken by third-party resource under this Agreement.Joyn does not guarantee position, consistent positioning, or specific placement for any particular paid search keyword, phrase or search term. Client acknowledges that Joyn’s past performance is not indicative of any future results client may experience.Client acknowledges that advertising campaigns may be subject to the individual advertising network’s policies and procedures. Changes to these policies may require added resources employed by Joyn to adhere to these changes. The Client may be charged an additional fee for making these updates, based on the hourly rate of $180 per hour.Client acknowledges that any advertising networks, search engines, directories or other resources may block, prevent or otherwise stop accepting submissions for an indefinite period of time.Client acknowledges that advertising networks may drop listings from its database for no apparent or predictable reason. Joyn shall re-submit resources to the advertising network based on the current policies of the search engine in question.Joyn will endeavor to make every effort to keep Client informed of any changes that Joyn is made aware of that may impact any of the Paid Media Campaign and Strategy and the execution thereof under this Agreement.Client acknowledges that Joyn cannot guarantee the exact placement of Client’s advertising; its availability or availability related to the funds in the Client’s account.Any forecasting metrics provided to Client are estimates based on industry knowledge and advertising network projected forecasts.If Joyn executes Service Agreement as it relates to advertising placements, each Service Agreement will list the type and amount of deliverables, the maximum amount of money to be spent, and the flight dates of advertising placements. Joyn cannot be held accountable for the exact delivery, inventory and/or performance of ad campaigns projected in an IO due to these being third party forecasts.When applicable, Third Party Ad Server tags will be implemented so that they are functional in all aspects. Joyn cannot be held to reporting accuracy without the ability to install appropriate tagging on all digital assets.When reporting is delivered by Joyn, data is provided directly based on the ad network’s currently available data. If reporting is delivered before 30 days after the campaign has ended, all data may not have time to be collected and exact accuracy can be affected.10. Term & TerminationUnless otherwise specified in the Service Agreement, the Service Agreement between Client and Joyn shall be effective as of the date that Client executes the Service Agreement and shall continue in effect for the duration of the term. Once the term has been completed, the Service Agreement will continue on a month-to-month basis and may be terminated upon thirty (30) days notice. If no term is specified in the Service Agreement, the term shall be the latter of complete payment of the amounts due under that Agreement or until the contracted services have been completed. A Service Agreement may only be terminated prior to the end of a term as follows:Breach. Either party may terminate this Agreement in the event of a material breach by the other party if such breach continues uncured for a period of thirty (30) calendar days after written notice of the breach.Either Party may, in its sole discretion, terminate this Agreement in the event the other party files for bankruptcy, or is subject to involuntary bankruptcy.Cancellation TermsIf Client seeks to cancel media earlier than the date set forth in any media contract or Service Agreement, Client may reallocate a portion of the budget, or delay the campaign up to 3 months from the start of the original campaign with no fees incurred. If a project has commenced, the cancellation fee is 15% of the remaining ad spend.11. Representations and Warranties; License and Grant of RightsYou represent and warrant that you have and will continue to have the absolute and unrestricted right to publish and use all information you have provided for your advertising programs and that the content does not infringe on the rights of any third party and that it complies with all local, state and federal laws and regulations.12. IndemnificationEach party warrants that its respective performance of the terms of this agreement will not in any way constitute knowing, intentional infringement or violation of any copyright, trade secret, trademark, patent, invention or any other non-disclosure rights of any third party. You indemnify and hold harmless Joyn against all costs (including attorney fees), damages and liabilities arising from negligent or intended acts on your part constituting the violation of any copyright, trade secret, trademark, service mark, patent, invention, proprietary information or non-disclosure rights of any third party. To the full extent of the law, you will pay any expenses or damages to Joyn resulting from claims made by third parties with regard to usage of material you have provided, even after termination of our Agreement.13. No GuaranteesYou acknowledge and agree that Joyn makes no specific guarantee or warranty regarding the service providers and publishers to which it submits advertising on your behalf, including placement of paid advertising or any specific results. Joyn does not warrant the number of calls, clicks, impressions or website visits or that paid search advertising will appear in response to any particular query. Joyn does not warrant that the performance will be error-free but will immediately act to correct errors once they have been identified.14. Disclaimer of WarrantiesTHE PRODUCTS AND SERVICES ARE PROVIDED on an “AS IS” and “AS AVAILABLE” BASIS AND JOYN EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.JOYN STRIVES TO EXCEED CLIENT EXPECTATIONS, HOWEVER, SINCE MARKETING RESULTS CAN BE INFLUENCED BY VARIOUS EXTERNAL FORCES OUTSIDE OF JOYN’S CONTROL, JOYN CANNOT GUARANTEE SPECIFIC RESULTS OR RETURN ON INVESTMENT.
15. Limitation of LiabilityIN NO EVENT SHALL JOYN BE LIABLE TO CLIENT FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA OR LOSSES AS A RESULT OF DISCLOSURE OF USER CONTENT OR OTHER DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH JOYN’S PRODUCTS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF JOYN EXCEED ANY COMPENSATION PAID BY YOU TO JOYN FOR ITS PRODUCTS OR SERVICES.16. TaxesClient will pay, reimburse, and/or hold Joyn harmless for all sales, use, transfer, privilege, tariffs, excise, and all other taxes and duties (other than as related to Joyns income), whether international, national, state, or local (however designated), which are levied or imposed by reason of the performance of the deliverables.17. AuthorityThe person signing the Service Agreement certifies that (s)he is lawfully authorized to purchase services on behalf of your company.18. Effective Upon ExecutionTerms and Conditions are binding on both parties on the date the Service Agreement is signed and/or payment is made.19. Governing Body/VenueThis Agreement shall be governed by and construed in accordance with the internal laws of the Province of British Columbia and not the principles of conflicts of law thereof. The Parties agree that the venue for any action arising out of this Agreement will be Vancouver, BC.20. MiscellaneousThis Terms and Conditions of Service represent the parties’ entire agreement with regard to Joyn’s provision of services. Agreement with these terms and conditions is upon signature of Joyn’s Service Agreement, and it will be binding upon you and your successors.
If any portion of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity or enforceability of any remaining provisions or the provisions in the Services Agreement. The Service Agreement entered into between the parties and applicable change orders, together with these Terms, constitutes the entire agreement between the parties as it pertains to the matters in that Service Agreement and supersedes any oral discussions, written communications or draft agreements that occurred prior to execution of that Service Agreement. Notwithstanding the foregoing, to the extent that Joyn and Client have executed more than one Service Agreement throughout their relationship, each of those Service Agreements, along with their corresponding Terms, shall be treated separately and remain in full force and effect according to their individual terms.
If you have any questions about our Terms & Conditions: