Welcome to Joyent! By using Joyent’s products, services or Web sites (“Joyent services”), you agree to the following terms and conditions, and any policies, guidelines or amendments thereto that may be presented to you from time to time (collectively, the “Terms of Service”). Joyent reserves the right to update and change the Terms of Service from time to time without notice. You can review the most current version of the Terms of Service at any time at: http://joyent.com/tos.
USE OF SERVICES. Joyent Inc., its subsidiaries and affiliated companies (“Joyent”) offer Joyent services to you, provided that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. In order to access certain services, you are required to provide current, accurate identification, contact, and other information as part of the registration process and/or continued use of Joyent services. You are responsible for maintaining the confidentiality of your account password, and are responsible for all activities that occur under your account. You agree to immediately notify Joyent of any unauthorized use of your password or account or any other breach of security. Joyent cannot and will not be liable for any loss or damage arising from your failure to provide us with accurate information or to keep your password secure.
APPROPRIATE CONDUCT. You agree that you are responsible for establishing and maintaining your own account. You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, files, attachments, or other materials (“Content”) are the sole responsibility of the account from which such Content originated. Joyent reserves the right, but does not assume the responsibility, to monitor or review any Content on Joyent services. You agree that you are responsible for the conduct of all users of your account and any Content that is created, transmitted, stored, or displayed by, from, or within your account while using Joyent services and for any consequences thereof. You agree to use Joyent services only for purposes that are legal, proper and in accordance with the Terms of Service and any applicable policies or guidelines. You agree that you will not engage in any activity that interferes with or disrupts Joyent services or servers or networks connected to Joyent services.
CHARGES AND BILLING. You agree that Joyent shall be permitted to charge your credit card on a monthly basis in advance of providing its services, for your subscription fee, any applicable sales taxes, and any other charges you may incur in connection with your use of Joyent services. The subscription fee will be billed in full on the first day of your paid subscription and on each monthly anniversary thereafter, unless and until you cancel your subscription. If your billing date lands on a day not contained in a given month, you will be billed on the last day of that month. For example, if your paid subscription began on August 31st, your next billing date would be September 30th.
Joyent is not responsible for any additional bank fees, interest charges, finance charges, over draft charges, or other fees resulting from charges billed by Joyent. Currency exchange settlements will be based on agreements between you and the provider of your credit card. In addition, we do not give pro-rated refunds for unused time if cancellation is initiated during the middle of a billing cycle. We also reserve the right to change our fees, but we will notify you in advance if we do so. If there is a specific duration and price for your current services, then that price will remain in effect for such duration, but continued use of Joyent services thereafter will be at the new price.
REFUND. All charges are non-refundable unless expressly stated otherwise, or otherwise provided by applicable law. The costs of any returns if permitted will be at your expense, unless otherwise provided by applicable law.
NO RESALE OF SERVICE. You agree not to reproduce, duplicate, copy, sell, trade, resell, or exploit for any commercial purposes, any portion of Joyent services, use of Joyent services, or access to Joyent services.
SUSPENSION TERMINATION. Joyent may terminate or suspend your access to Joyent services at any time and for any reason without notice. Upon termination or suspension, your right to use the service will stop right away. You may not have access to data that you stored on the service after we suspend or terminate the service. You are responsible for backing-up your data that you use with the service. If we cancel your service in its entirety without cause, we will refund to you on a pro-rata basis the amount of your payment corresponding to the portion of your service remaining right before we terminated your service.
You may terminate the service at any time by following the instructions in the Customer Control Panel. As soon as you cancel the service, your right to use it stops right away. You may not have access to data that you stored on the service after you terminate the service. You are responsible for backing-up your data that you use with the service. Termination of the service by you will not alter your obligations to pay all charges due to Joyent. Sections 8 – 19 of this agreement survive its termination for any reason.
INTELLECTUAL PROPERTY RIGHTS; COPYRIGHT POLICY. You acknowledge that Joyent owns all rights, title and interest in and to the Joyent services, including without limitation all intellectual property rights (the “Joyent Rights”), and such Joyent Rights are protected by U.S. and international intellectual property laws. The Joyent Rights include rights to: (a) the Joyent services developed and provided by Joyent and all trademarks and other intellectual property associated therewith; and (b) all software associated with the Joyent services. You agree that you will not copy, reproduce, alter, modify, or create derivative works from the Joyent services or any Content placed on the Joyent services by Joyent or any third party. If you believe that your work has been copied and posted on the Joyent services without your permission or in any way that constitutes copyright infringement, please provide Joyent with the following information: a description of the copyrighted work that you claim has been infringed; a description of where the material you claim is infringing is located on the Joyent service; your address, telephone number, and email address; and a written statement by you stating that you have a good faith belief that the disputed use is not authorized by you, your agent, or the law; and a statement by you, made under penalty of perjury, that you own the claimed infringing material together with any evidence of such ownership. Please contact Joyent at the following address: Joyent, Inc. Attn: Copyright Infringement, One Embarcadero Center, 9th Floor, San Francisco, CA 94111.
INDEMNITY. You agree to hold harmless and indemnify Joyent, and its subsidiaries, affiliates, officers, agents, and employees, advertisers or partners, from and against any third party claim arising from or in any way related to your use of Joyent services, violation of this Terms of Service or any other actions connected with use of Joyent services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, Joyent will provide you with written notice of such claim, suit or action.
DISCLAIMER OF WARRANTIES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR USE OF JOYENT SERVICES IS AT YOUR SOLE RISK. JOYENT SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, JOYENT EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
JOYENT DOES NOT WARRANT THAT (i) JOYENT SERVICES WILL MEET YOUR REQUIREMENTS, (ii) JOYENT SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF JOYENT SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH JOYENT SERVICES WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF JOYENT SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM JOYENT OR THROUGH OR FROM JOYENT SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE.
LIMITATION OF LIABILITY. YOU EXPRESSLY UNDERSTAND AND AGREE THAT JOYENT SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF JOYENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (i) THE USE OR THE INABILITY TO USE JOYENT SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM JOYENT SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON JOYENT SERVICES; OR (v) ANY OTHER MATTER RELATING TO JOYENT SERVICES.
EXCLUSIONS AND LIMITATIONS. NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS IN SECTIONS 9 AND 10 WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
12. RELEASE OF CLAIMS. You hereby release Joyent and its successors from claims, demands, any and all losses, damages, rights and actions of any kind, including personal injuries, death and property damage, arising in connection with or as a result of these Terms or your past or current use of any of Joyent’s products or services. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does note extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.
NO THIRD PARTY BENEFICIARIES. You agree that, except as otherwise expressly provided in this Terms of Service, there shall be no third party beneficiaries to the Terms of Service.
NOTICE. You agree that Joyent may provide you with notices, including those regarding changes to the Terms of Service, by email, regular mail, or postings on Joyent services.
ENTIRE AGREEMENT. The Terms of Service (including any policies, guidelines or amendments that may be presented to your from time to time) constitute the entire agreement between you and Joyent and govern your use of all Joyent services (legacy, current, new or otherwise), superceding any prior agreements between you and Joyent for the use of all such Joyent services, including any prior (written or verbal) offers and statements. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other Joyent services, affiliate services, third-party content, or third-party software.
CHOICE OF LAW AND FORUM. The Terms of Service and the relationship between you and Joyent shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and Joyent agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Marin, California.
WAIVER AND SEVERABILITY OF TERMS. The failure of Joyent to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Service remain in full force and effect.
STATUTE OF LIMITATIONS. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of Joyent services or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.
SECTION HEADINGS. The section headings in the Terms of Service are for convenience only and have no legal or contractual effect.