Create an Account

Terms of Service

Site Terms of Service
Last Updated: March 26, 2020

This Site Terms of Service Agreement (“Terms”) governs your use of the Joynt™ marketplace platform offered by Double Slit Media Technologies Pvt Ltd, a company registered at 811, FIRST FLOOR, 10TH A MAIN ROAD INDIRANAGAR 1st STAGE BANGALORE Bangalore KA 560038 IN doing business as Joynt (“we”, “us”, or “Joynt”),including our website (www.Joynt.club), mobile application (“App”), and services we provide through them (collectively, the website, App, and services referred to as our “Site”).“You” refers to you as a user of the Site.

These Terms apply to users of, including visitors to, our Site. Use of our Site is also subject to our current Acceptable Use Policy. Your use of our Site as a Talent User (defined below)is governed by the Talent Terms of Service. (“Talent Terms”).

PLEASE READ THESE TERMS CAREFULLY. By using our Site or otherwise indicating your acceptance (for example, by agreeing when creating or logging into your account, clicking “I Agree,” etc.), you represent and warrant that you have read,understand, and agree to be bound by these Terms. If you do not agree, do not access or use our Site.

ARBITRATION NOTICE: Section 17 of these Terms contains provisions governing how claims that you and Joynt have against each other are resolved, including any claims that arose or were asserted prior to the “Last Updated” date at the top of these Terms. It contains an arbitration agreement that will, with limited exceptions, require disputes between you and Joynt to be submitted to binding and final arbitration. Unless you opt out of the arbitration agreement as described in Section 17: (1) you may pursue claims and seek relief against us only on an individual basis, not as a plaintiff or class member in any class or representative suit action or proceeding; and (2) you waive your right to seek relief in a court of law and to have a jury trial on your claims.

TABLE OF CONTENTS

  1. JOYNT Marketplace
  2. JOYNT Videos
  3. Promo JOYNT Videos
  4. Acknowledgement
  5. Additional Terms
  6. Eligibility
  7. Fees and Payment
  8. Ownership
  9. Copyright and Intellectual Property Policy
  10. Privacy
  11. Third Party Content and Interactions
  12. Links
  13. Changes to our Site
  14. Termination and Reservation of Rights
  15. Indemnification
  16. Disclaimers and Limitations on our Liability
  17. Arbitration Agreement and Waiver of Certain Rights
  18. Other Provisions
  19. Changes to these Terms

1. JOYNT Marketplace

By creating an account on our Site, you agree to provide true, accurate,current, and complete information. You agree not to create a Site account using a false identity or providing false information or if you have previously been removed or banned from our Site. You are responsible for maintaining the confidentiality of your Site account information, including your username and password. You are responsible for all activities that occur on or in connection with your Site account and you agree to notify us immediately of any unauthorized access or use of your Site account. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Site account.

2. JOYNT Videos

a. Through our Site, you may obtain personalized videos (“JOYNT Videos”) from celebrities, including athletes, actors, performers, artists, influencers, and others(each, a “Talent User”). You may submit a request to a Talent User for a JOYNT Video that is personalized for you or a third party that you identify as a recipient(“Recipient”). You may also be able to book the talent for either a coffee, appearance for an event, performance for an event, or for directly buying goods made or promoted by the Talent User. The conditions in the agreement below are largely for on Demand Videos but similar conditions will be applicable for all types of content,products and services.

b. You acknowledge and agree that the Talent User has sole discretion to determine howto fulfill your request and the content of the JOYNT Video created, and may not follow your request exactly. We reserve the right to reject any request at our sole discretion. The Talent User has up to seven days (at our sole discretion) to fulfill or decline your request. Once your request is fulfilled, your payment method will be charged the amount specified on the Talent User’s booking page on our Site at the time you submitted the request.

c. JOYNT Videos are licensed, not sold. You are buying the right (or license) to use it,not the actual JOYNT Video itself.

d. Subject to your payment in full, the Talent User hereby grants to you the following limited rights to use the JOYNT Video (other than a Promo JOYNT Video) solely for your own personal, non-commercial, and non-promotional purposes, subject to these Terms: a non-exclusive, royalty-free, fully paid, worldwide, sublicensable,revocable license to use, reproduce, distribute, and publicly display that JOYNT Video, in any and all media (for example, on social media platforms), whether now known or hereafter invented or devised.

e. You may not sell, re-sell, or encumber your rights in any JOYNT Video. You may sublicense your rights in a JOYNT Video only to the extent necessary for you to use the JOYNT Video as permitted under these Terms (for example, sharing it (if it is not a Promo JOYNT Video) with friends on a social media platform or sending it to a Recipient for personal, non-commercial, and non-promotional purposes as set forth above).

f. You may use a JOYNT Video only in accordance with these Terms, which includes our Acceptable Use Policy. We may terminate all or part of the foregoing licenses at any time for any reason. We reserve the right to remove a JOYNT Video from our Site at any time for any reason without any notice to you.

3. Promo JOYNT Videos

a. Some Talent Users in India may offer JOYNT Videos for the promotion of aRecipient that is a single Indian commercial entity, brand, or business (“Business")through our Site (each, a “Promo JOYNT Video"). Except as noted, each PromoJOYNT Video is a JOYNT Video under these Terms. When you submit a request fora Promo JOYNT Video, you must specifically identify the Business, the types ofgoods or services that it offers, as well as the specific product, service, or brand thatyou request the Talent User to mention or refer to. You may also be required toprovide PAN and GST numbers if applicable.

b. Subject to your payment in full, the Talent User hereby grants to you the followinglimited rights to use the Promo JOYNT Video solely for the reasonablepromotional purposes of the Business for 180 days from the date the PromoJOYNT Video is sent by Joynt to you (and for any additional 90-day periods thathave been agreed), subject to these Terms:

i. a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, revocablelicense to use, reproduce, distribute, and publicly display that Promo JOYNTVideo only on: (A) one website and (B) one social media account, such asFacebook, Instagram, LinkedIn, SnapChat, TikTok, or Twitter; in each case,where the website and social media account is wholly-owned, operated, andcontrolled by the Business; and

ii. the right to advertise and promote the display of the Promo JOYNT Video onthe social media account through advertising only on the applicable socialmedia platform.

You may sublicense your rights in a Promo JOYNT Video only to the extent necessary for you to use the Promo JOYNT Video as permitted under these Terms(for example, posting it on a website or social media account as set forth in this section 3.b.).

c. To request an additional 90-day period, contact us at customer@Joynt.club.

d. Promo JOYNT Video Representations and Warranties: You represent and warrant that:

i. the Business is located, and operates, in the India and the Promo JOYNT Video will be directed to a Indian audience;
ii. any information provided to Talent is factually correct and not misleading and is not disparaging or defamatory;
iii. you and the Business will comply with all applicable laws, rules, and regulations, including the Indian Government “Guides Concerning the Use of Endorsements and Testimonials in Advertising,” which may require adding an appropriate hashtag (e.g. #ad, #sponsored) or other disclosure to the PromoJOYNT Video; and
iv. you have all rights necessary (including from the Business) to request a PromoJOYNT Video on behalf of the Business, to agree to these Terms on behalf ofthe Business, and to request and use the Promo JOYNT Video as authorized inthese Terms, including all rights necessary to use any information, Business name, trademark, trade name, trade dress, or logos provided in connection with your Submission.

4. Acknowledgement
You acknowledge and agree that:

a. Joynt will not be liable or responsible for any JOYNT Video or other offeringrequested by you or any Submission (defined below) you make;

b. you have no expectation of privacy with respect to any JOYNT Video requested byyou or any Submission (defined below) you make, and that you will not make anyrequest or Submission that infringes on the privacy or other rights of a third party;

c. the JOYNT watermark on each JOYNT Video must remain intact and you agree notto edit, change, modify, cover, or remove the watermark from any JOYNT Video orassist or encourage any third party to do so; you further agree not to edit, change,modify, or create any derivative work of a JOYNT Video or assist or encourage anythird party to do so;

d. if you breach any provisions of these Terms, we terminate your access to our Site, orwe remove or ban you (or any Site account you created or control), your license to useany JOYNT Video, or other offering under these Terms terminates and you must:promptly remove all copies of any JOYNT Video, or other offering in yourpossession or control, including from any social media platform; notify any Recipientof the termination and instruct them to do the same, and take any other action wereasonably request, including identifying each Recipient; and

e. without limiting any of our rights, any request you submit through our Site may berejected by us or by a Talent User; if that happens more than once, we may terminateyour access to our Site, remove or ban you (and any Site account you created orcontrol), or take other appropriate action in Joynt’s sole discretion, includingterminating your license to use any JOYNT Video or other offering under theseTerms and requiring you to take the actions outlined in Section 4.d.

5. Additional Terms

Some products or services offered through the Site may have additional termsand conditions (“Additional Terms”). If Additional Terms apply, we will make themavailable to you in connection with that product or service. By using that product orservice, you agree to the Additional Terms. To the extent that the Additional Termsconflict with any of these Terms, these Terms will govern unless the AdditionalTerms say that some or all of these Terms don’t apply.

Video Call with Talent User

Video Calls on Individual or group basis may be provided by the Talent Userto a selected few users who have requested for such a service and payment in full bythe user. The Talent User May refuse to accept your call without any reason in whichcase the amount will be refunded to you in full by us.

By creating an account on our Site, you agree to provide true, accurate, current,and complete information. You agree not to create a Site account using a false identityor providing false information or if you have previously been removed or bannedfrom our Site. You are responsible for maintaining the confidentiality of your Siteaccount information, including your username and password. You are responsible for all activities that occur on or in connection with your Site account and you agree to notify us immediately of any unauthorized access or use of your Site account. You acknowledge and agree that we are not responsible or liable for any damages, losses,costs, expenses, or liabilities related to any unauthorized access to or use of your Siteaccount.

For Video call service, you also agree over and above to other clauses in theagreement to the following conditions specifically for the Talent User and also towards other co-callers (in case of group calls) and Talent Users also undertake to adhere to these conditions over and above the other conditions applicable to them under this agreement –

You undertake not to:

  • Cut, copy, distribute, modify, recreate, reverse engineer, distribute, post, publish or create derivative works from,transfer, or sell any information or software obtained from the Application for these calls. For the removal ofdoubt, it is clarified that unlimited or wholesale reproduction, copying of the content for commercial or non-commercial purposes and unwarranted modification of data and information within the content of the Applicationis not permitted. Should You want to engage in one or more such actions, prior permission from Us must beobtained. The Company reserves the right to use some small portions of such calls for promotional purposes only.‍
  • access (or attempt to access) the Application and/or the materials or Services by any means other than through theinterface that is provided by the Application. The use of deep-link, robot, spider or other automatic device,program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy ormonitor any portion of the Application or Content, or in any way reproduce or circumvent the navigationalstructure or presentation of the Application, materials or any Content, to obtain or attempt to obtain any materials,documents or information through any means not specifically made available through the Application isprohibited. You acknowledge and agree that by accessing or using the Application or Services, You may beexposed to content from other Users or Third Parties that You may consider offensive, sexually suggestive,obscene, provocative, misrepresentative, misguiding, indecent or otherwise objectionable to (including but notlimited to) a person, community, nationality, religion, region, state, profession, gender, caste, ethnicity orotherwise. We disclaim all liabilities arising in relation to such offensive content on the Application. Further, Youmay report such offensive content.
  • use the Application in any manner that may impair, overburden, damage, disable or otherwise compromise Joynt’sservices.
  • use the User information made available through Joynt to further any unlawful purposes or to conduct anyunlawful activity, including, but not limited to, fraud, embezzlement, stalking, criminal intimidation, moneylaundering or identity theft.
  • use the User information made available through Joynt to abuse, harass, threaten, defame, disillusion, erode,abrogate, demean or otherwise violate the legal rights of others;
  • engage in any activity that interferes with or disrupts access to the Application or the Services (or the servers andnetworks which are connected to the Application);
  • probe, scan or test the vulnerability of the Application or any network connected to the Application, nor breach thesecurity or authentication measures on the Application or any network connected to the Application. You may notreverse look-up, trace or seek to trace any information on any other user, of or visitor to, the Application, orexploit the Application or Service or information made available or offered by or through the Application, in anyway whether or not the purpose is to reveal any information, including but not limited to personal identificationinformation, other than Your own information, as provided for by the Application;
  • disrupt or interfere with the security of, or otherwise cause harm to, the Application, systems resources, servers ornetworks connected to or accessible through the Applications or any affiliated or linked applications;
  • violate any applicable laws or regulations for the time being in force within or outside India;
  • violate any code of conduct or other guidelines, which may be applicable for or to any particular Service;

6. Eligibility

a. Age: You must be at least 18 years old to use our Site.

b. Eligibility Representations and Warranties: You represent and warrant that:

i. you have not been prohibited from using or accessing any aspect of our Siteby us or pursuant to any applicable law or regulation;

ii. you will comply with all applicable terms of any third party payment providerwe select, and you are not on a prohibited list of that payment provider;

iii. you (and any Site account that you created or control) have not beenpreviously banned or removed from our Site for any reason;

iv. you are not a convicted sex offender.

v. You are not adjudged insolvent by any competent court

c. Export Control and Other Laws: You may not use, export, import, or transfer any partof our Site except as authorized by Indian law, the laws of the jurisdiction in whichyou use or access our Site, or any other applicable laws. In particular, but withoutlimitation, no part of our Site may be exported or re-exported: (i) into any countryembargoed by the India or its allies.; By using our Site, you represent and warrantthat: (x) you are not located in a country that is subject to a Indian Governmentembargo or that has been designated by the Indian Government as a “terroristsupporting” country; and (y) you are not listed on any Indian Government list ofprohibited or restricted parties. You also will not use our Site for any purposeprohibited by law. You acknowledge and agree that products, services, andtechnology provided by Joynt are subject to the export control laws and regulations ofthe India. You will comply with those laws and regulations and will not, without priorIndian government authorization, export, re-export, or transfer Joynt products,services, or technology, either directly or indirectly, to any country in violation ofthose laws and regulations.

You acknowledge and agree that you will adhere to Indian IT Act, 2008, IndianCopyright Act 1957, Cable Television Networks (Regulation) Act, 1995 and other law which is applicable or made applicable from time to time by the Indian government.

7. Fees and Payment

a. Fees: The fee for a JOYNT Video or other offering is specified on the Talent User’sbooking page on our Site when you make your request. You agree to pay all amountsdue in accordance with the payment terms in effect when you submit your request orpurchase merchandise.

b. Currency: All transactions are in Indian New Rupee (“INR”) unless otherwisespecified at point of purchase.

c. Payment: You may request a JOYNT Video by using a valid payment card throughthe applicable third party payment provider (for App for iOS, Apple’s in-app paymentmechanism; for our website and App for Android, the payment provider we select,PayTM, PhonePe, GPay, Any Unified Payment Interface BHIM UPI -ServiceProvider). You must provide the third party payment provider with valid paymentinformation (Visa, RuPay, MasterCard, or other issuer accepted by the paymentprovider). You acknowledge and agree that Joynt does not operate, own, or controlthe payment provider. Your use of your payment card is governed by your agreementwith and the privacy policy of the payment provider, not these Terms. You agree toimmediately notify the payment provider of any change in your billing address (orother information) for your payment card. You may not return or exchange a JOYNTVideo and no refunds will be issued.

i. App for iOS: If a Talent User rejects your request for a JOYNT Video or theJOYNT Video is not provided, your Joynt account will be issued a credit (inUSD only) for the value of your purchase. The credit will be maintained inyour account and may be redeemed only for purchases on the App for iOS. If,when you make a purchase while logged into your JOYNT account on theApp for iOS, your account has a credit balance, the balance will be redeemedfor that purchase (until fully redeemed) and you will be charged for anyremaining portion of the price. Credit balances are not refundable, cannot betransferred, cannot be used outside of the App for iOS, and expire orextinguish immediately when redeemed. By making a purchase on the App foriOS, you represent that you are a resident of a country or territory in whichpayment in the local currency is supported by the App (as listed here). If youare a resident of a country or territory in which payment in the local currencyis not supported by the App for iOS (or located in a country or territory inwhich payment in the local currency is not supported by the App for iOS),your purchase will not be permitted; however, if such purchase is permitted,Joynt reserves the right to cancel your request and no refund will be issued.The countries and territories and respective local currencies supported by theApp for iOS are determined by Apple and not by Joynt and are subject tochange at any time.

ii. Website and App for Android: By providing your payment information, youagree that Joynt may place a pre-authorization hold and, after your request hasbeen fulfilled, authorize the payment provider to immediately charge you forall amounts due and payable with no additional notice to or consent from you.

iii. In addition, if the offering permits (e.g., JOYNT Videos on Joynt.com), youmay choose to designate an additional amount as a “tip” to the Talent Userwho fulfilled your request. You acknowledge that Joynt does not mandate anysuch tip or gratuity; however, if you do choose to do so, the amount must be atleast INR 50.00. You agree to pay any amount you authorize as a tip for theTalent User; a tip is not refundable.

d. Joynt reserves the right (but is under no obligation) to cancel your JOYNT Videorequest if: (i) your payment method is declined; or (ii) you have previously beenbanned or removed from our Site for any reason. Joynt also reserves the right at anytime to change its fees and payment procedures, including its payment options andterms, either immediately upon posting on our Site or by other notice to you.

e. Payment Questions: If you have a question about a purchase made on the App or acharge to your payment card, please contact us at customer@Joynt.com. We have thesole discretion to determine how billing disputes between us will be resolved.

8. Ownership

a. You acknowledge and agree that each JOYNT Video or other offering from a TalentUser is owned by the Talent User who created it.

b. We or our licensors own all right, title, and interest in and to: (i) our Site and the“look and feel” of our Site, including all software, ideas, processes, data, text, media,and other content available on our Site (individually, and collectively, “JoyntContent”); and (ii) our trademarks, logos, and brand elements (“Marks”). Our Site,Joynt Content, and Marks are each protected under Indian and international laws. Youmay not duplicate, copy, or reuse any portion of the HTML/CSS, JavaScript, visualdesign elements, or concepts without our prior express written consent.

c. You hereby grant to us a non-exclusive, royalty-free, fully paid, unlimited, universal,sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocablelicense, in any and all manner and media, whether now known or hereinafter inventedor devised (including social media platforms), to use, reproduce, license, distribute,modify, adapt, reformat, publicly perform, publicly display, create derivative worksof, and otherwise use the following for the purposes of operating and providing ourSite, developing and improving our products and services, and advertising, marketing,and promoting our Site and our products and services: (i) any request (video, text, orotherwise) that you make or send to any Talent User, including informationconcerning any Recipient; and (ii) any submission that you make to Joynt, whetherthrough our Site, a social media platform, third party website, or otherwise, includinga reaction video, idea, intellectual property, publicity rights, Feedback (definedbelow), review, photo, video, email, text, post, or other communication, whetherrelating to you, or a third party (i) and (ii) each, individually, and collectively, a“Submission”). You represent and warrant that you either: (x) own all rights to anySubmission; or (y) have all rights necessary, including with respect to any third partythat contributed to, is included in, or is referred to, in any Submission, to grant to usthe foregoing rights. You will not make any Submission that is confidential orproprietary or that contains or includes any information that you do not have the rightto disclose or that you or any Recipient do not wish to be disclosed. Joynt will not beresponsible or liable for any use or disclosure of a Submission, including any personalinformation belonging to you, a Recipient, or a third party.

d. We may, for any reason, refuse to accept or transmit a Submission or refuse toremove a Submission from our Site. Further, we reserve the right to decide whether aSubmission violates these Terms and may, at any time, without notice to you and inour sole discretion, remove your Submission, terminate your access to our Site,remove or ban you (and any Site account you created or control), or take otherappropriate action in our sole discretion for violation of these Terms.

e. Joynt desires to avoid the possibility of future misunderstandings if a projectdeveloped by any Joynt Party (as defined below) may seem similar to yourSubmission. If your Submission consists of any idea, suggestion, proposal, plan, orother material related to our business (individually, and collectively, “Feedback”),you acknowledge and agree that you are submitting that Feedback at your own riskand that Joynt has no obligation (including no obligation of confidentiality or privacy)with respect to that Feedback, and you grant to Joynt a non-exclusive, royalty-free,fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses),perpetual, and irrevocable license, in any and all manner and media, whether nowknown or hereinafter invented or devised, to reproduce, license, distribute, modify,adapt, publicly perform, publicly display, create derivative works of (for example,translations, adaptations, or other changes), and otherwise use and exploit in anymanner (including commercially), any and all Feedback.

f. You hereby waive any and all moral rights or “droit moral” that you may have in anySubmission, including Feedback, and you represent and warrant that no third partyhas any moral, “droit moral,” or other rights in Submission, including Feedback.

9. Copyright and Intellectual Property Policy

‍a. Notice under Indian Copyright Act, 1957: We respond to notices of alleged copyrightinfringement and terminate access to our Site for repeat infringers. If you believe thatmaterials on our site infringe copyright, please send the following information to theCopyright Agent named below:
i. your address, telephone number, and email address;
ii. a description of the work that you claim is being infringed;
iii. a description of the material that you claim is infringing and are requesting beremoved along with information about where it is located;
iv. a statement that you have “a good faith belief that use of the material in themanner complained of is not authorized by the copyright owner, its agent, orthe law.”;
v. an electronic or physical signature of the copyright owner (or a personauthorized to act for the copyright owner); and
vi. a statement by you, made under penalty of perjury, that the information youare providing is accurate and that you are the copyright owner or authorized toact on behalf of the copyright owner.

Copyright Agent:

Double Slit Media Technologies Pvt Ltd4th floor, #810, 27th Main Rd, 1st Sector, HSR Layout, Bengaluru, Karnataka 560102
creators@joynt.club

If you do not follow these requirements, your notice may not be valid. Please note,only notices of alleged copyright infringement should be sent to our Copyright Agent.

b. Termination Policy: If we determine that you are a repeat infringer, we may terminateyour access to our Site, remove or ban you (and any Site account you created orcontrol), and take other appropriate action in our sole discretion.

10. Privacy

‍Your privacy is important to us. Our Privacy Policy explains how we collect, use, andshare personal information and other data. By using our Site, you agree toour Privacy Policy.

11. Third Party Content and Interactions

a. Our Site may contain features and functionalities that link to or provide you withaccess to third party content, that is completely independent of Joynt, includingJOYNT Videos, websites, platforms, directories, servers, networks, systems,information, databases, applications, software, programs, products or services, and theInternet in general. Your interactions with third parties, including users and TalentUsers, found on or through our Site are solely between you and the third party. Youshould make whatever investigation you feel necessary or appropriate beforeproceeding with any contact or interaction, in connection with our Site or otherwise.However, you agree not to contact or interact with any Talent User except asexpressly permitted through our Site. You also agree that Joynt may, in its solediscretion, intercede in any dispute and you will reasonably cooperate with Joynt if itdoes so. You acknowledge and agree that we are not responsible or liable for anydamages, losses, costs, expenses, or liabilities of any kind or nature incurred as theresult of any such interaction. You hereby release each Joynt Party (defined below)from claims, demands, and damages (actual and consequential) of every kind ornature, known and unknown, suspected and unsuspected, disclosed and undisclosed,arising out of or in any way related to such disputes or our Site. From time to time, anentity may be identified on a Talent User’s booking page or be associated with theTalent User elsewhere on our Site as a charitable organization or a recipient of fundsthat are being raised (“Charity”). For example, the Talent User’s booking page mayindicate that all or a portion of the Talent User’s revenue from a JOYNT Video willbe given to the Charity. Those arrangements are strictly between the Talent User andthe Charity. Joynt is not a sponsor of, does not endorse, and is not affiliated with theCharity and or any Political Party with respect to such arrangements (unless otherwiseexpressly stated in writing by Joynt). Unless expressly stated, Joynt does not controland makes no warranties about the Charity or any donation to the Charity. Suchcharity contribution may not be eligible under the Indian Income Tax law and otherindirect tax laws and Joynt is in no way responsible for providing proofs orcertificates for the same.

12. Links

Our Site may contain links to social media platforms or third party websites. Youacknowledge and agree that: (a) the link does not mean that we endorse or areaffiliated with the platform or website; and (b) we are not responsible or liable for anydamages, losses, costs, expenses, or liabilities related to your use of the platform orwebsite. You should always read the terms and conditions and privacy policy of aplatform or website before using it.

13. Changes to our Site

You acknowledge and agree we may change or discontinue any aspect of our Site atany time, without notice to you

14. Termination and Reservation of Rights

You may cancel your Site account at any time by contacting a member of the Joyntteam at ceators@joynt.club. We reserve the right to terminate access to our Site to anyperson, including you, at any time, for any reason, in our sole discretion. If youviolate any of these Terms, your permission to use our Site automatically terminates.

15. Indemnification

You agree to indemnify, defend, and hold harmless Joynt and its parents, subsidiaries,affiliates, officers, employees, directors, shareholders, agents, partners, vendors, andlicensors (each, a “Joynt Party,” and collectively, “Joynt Parties”) from and againstany and all claims, costs, proceedings, demands, losses, damages, and expenses(including reasonable attorneys’ fees and costs) of any kind or nature arising from,out of, in connection with, or relating to: (a) these Terms; or (b) use of our Site. Joyntmay select counsel for and control the defense of any claim that you areindemnifying. You will reasonably cooperate with us in connection with any claim.

16. Disclaimers and Limitations on our Liability

‍a. You acknowledge and agree that your use of our Site is at your own risk and thatour Site is provided on an “as is” and “as available” basis. To the extentpermitted by applicable law, the Joynt Parties disclaim all warranties,conditions, and representations of any kind, whether express, implied, statutory,or otherwise, including those related to merchantability, fitness for a particularpurpose, non-infringement, and arising out of course of dealing or usage oftrade.

b. In particular, the Joynt Parties make no representations or warranties about theaccuracy or completeness of content available on or through our Site or thecontent of any social media platform or third party website linked to orintegrated with our Site. You acknowledge and agree that the Joynt Parties willhave no liability for any: (i) errors, mistakes, or inaccuracies of content; (ii)personal injury, property damage, or other harm resulting from your access toor use of our Site; (iii) any unauthorized access to or use of our servers, anypersonal information, or user data; (iv) any interruption of transmission to orfrom our Site; (v) any bugs, viruses, trojan horses, or the like that may betransmitted on or through our Site; or (vi) any damages, losses, costs, expenses,or liabilities of any kind incurred as a result of any content posted or sharedthrough our Site.

c. You acknowledge and agree that any material or information downloaded orotherwise obtained through our Site, including any JOYNT Video, is done atyour own risk and that you will be solely responsible for any damages, losses,costs, expenses, or liabilities arising from or in connection with doing so. Noadvice or information, whether oral or written, obtained by you from us orthrough our Site, including through a JOYNT Video, will create any warrantynot expressly made by us.

d. You acknowledge and agree that when using our Site, you will be exposed tocontent from a variety of sources, and that Joynt is not responsible for theaccuracy, usefulness, safety, legality, or intellectual property rights of or relatingto any such content. You further understand and acknowledge that you may beexposed to content that is inaccurate, offensive, indecent, objectionable, orharassing, and you agree to waive, and hereby do waive, any legal or equitablerights or remedies you have or may have against any Joynt Party with respectthereto.

e. To the fullest extent permitted by applicable law, you acknowledge and agreethat in no event will any Joynt Party be liable to you or to any third party forany indirect, special, incidental, punitive, or consequential damages (includingfor loss of profits, revenue, or data) or for the cost of obtaining substituteproducts, arising out of or in connection with these Terms, however caused,whether such liability arises from any claim based upon contract, warranty, tort(including negligence), strict liability, or otherwise, and whether or not Joynt hasbeen advised of the possibility of such damages.

f. To the maximum extent permitted by applicable law, our total cumulativeliability to you or any third party under these Terms, including from all causesof action and all theories of liability, will be limited to and will not exceed the feesactually received by Joynt from you during the 12 months preceding the claimgiving rise to such liability.

g. Certain jurisdictions do not allow the exclusion or limitation of certain damages.If those laws apply to you, some or all of the above exclusions or limitations maynot apply to you, and you might have additional rights.

h. You agree that the limitations of damages set forth above are fundamentalelements of the basis of the bargain between Joynt and you.

17. Arbitration Agreement

Arbitration: You and Joynt agree to resolve any disputes between you and Joyntthrough binding and final arbitration instead of through court proceedings. Anycontroversy, dispute or claim arising out of or relating to this Agreement or the breachhere of shall be endeavoured to be settled by mutual discussions between the bothParties within a period of one month from the date of notification of any suchcontroversy, dispute or claim in writing to the other, failing which by arbitration inaccordance with the provisions of the Arbitration and Conciliation Act, 1996 of Indiaor any statutory modification there to or re-enactment thereof for the time being inforce. In the event of resolution by arbitration, Any and all disputes between theParties arising out of or in connection with this Agreement or its performance(including the validity of this Agreement) shall, so far as is possible, be settledamicably between the Parties. The arbitration shall be conducted by a sole arbitratormutually decided by both the parties. The seat and Venue of Arbitration shall beBangalore, India. The parties agree that the arbitration will be kept confidential andthat the existence of the proceeding and any element of it (including any pleadings,briefs, or other documents submitted or exchanged, any testimony or other oralsubmissions, and awards) will not be disclosed beyond the arbitration proceedings,except as may lawfully be required in judicial proceedings relating to the arbitrationor by applicable disclosure rules and regulations of securities regulatory authorities orother governmental agencies.

18. Other Provisions

a. Force Majeure: Under no circumstances will any Joynt Party be liable for any delayor failure in performance due in whole or in part to any acts of God (such asearthquakes, storms, floods, etc.), unavoidable accidents, laws, rules, regulations ororders of government authorities, acts of war (declared or not), terrorism, hostilities,blockades, civil disturbances, embargoes, strikes, or any other event or cause beyondthe reasonable control of any Joynt Party.

b. Choice of Law and Jurisdiction: These Terms will be governed by and construed inaccordance with the laws of the State of Karnataka, India without giving effect to anyconflict of laws rules or provisions. You agree that any action of whatever naturearising from or relating to these Terms or our Site will be filed only in the courtslocated in Bangalore, India. You consent and submit to the personal jurisdiction ofsuch courts for the purposes of any such action.

c. Severability: If any provision of these Terms is found to be invalid or unenforceable,that provision will be deemed appropriately modified to give effect to the intent of theprovision or, if modification is not possible, will be severed from these Terms andwill not affect the enforceability of any other provision.

d. No Waiver or Amendment: The failure by Joynt to enforce any right or provision ofthese Terms will not prevent Joynt from enforcing such right or provision in thefuture and will not be deemed to modify these Terms.

e. Assignment: Joynt may, at any time, assign its rights and obligations under theseTerms, including to an affiliated entity or in connection with a sale of assets, merger,acquisition, reorganization, bankruptcy, other transaction, or by operation of law.

f. Miscellaneous: The term “including” in these Terms will be interpreted broadly andwill mean “including, without limitation.” Titles are for convenience only and will notbe considered when interpreting these Terms.

19. Changes to these Terms

We may change these Terms. If we do, we will post the revised Terms on our Site andupdate the “Last Updated” date at the top of these Terms. The revised Terms will beeffective immediately if you accept them (for example, by agreeing when you createan account or login to an existing account, or using or continuing to use our Site afterthe revised Terms have been posted); otherwise, they will be effective 30 days afterposting.

ADDITIONAL SITE TERMS

PLEASE READ THE FOLLOWING CAREFULLY. By using the product or service,you agree to the applicable terms that apply (which are Additional Terms as describedin Section [5] of the Site Terms of Service (“Site Terms”)). Except as set out below, theseAdditional Terms will be governed by, and are incorporated into, the Site Terms.Terms that are defined in the Site Terms will have the same meaning in theseAdditional Terms.

From time to time, we may change these Additional Terms. If we do, we will give you noticeby posting them on our Site and updating the “Last Updated” date. The revised AdditionalTerms will be effective immediately. By using or continuing to use this product or service,you represent and warrant that you have read, understand, and agree to these AdditionalTerms.

Joynt DM
Last Updated: March 26, 2020

1. JOYNT DM

A Talent User may offer you the opportunity to send a message as permitted throughthe “Joynt DM” feature in the App (for example, if the feature is available, a messageof up to a specified number of characters, a video file of up to specified size, etc.) tothat Talent User (each such message, and any response sent through the “Joynt DM”feature, a “Message”).

a. After you send the first paid Message at the “Joynt DM” price (describedbelow), the Talent User has no obligation to, but may, respond. In addition,the Talent User may close out your Message at any time.
i. If the Talent User does not respond to or close out your Message,you may send another Message only if you again pay the “JoyntDM” price.
ii. As long as the Talent User has not closed out the Message:
A. if the Talent User responds to your Message, you may send oneMessage in reply at no additional cost; and
B. for each response Message you receive from the Talent User,you may continue to send one Message in reply at no additionalcost.

b. To send any other Message, you must pay the “Joynt DM” price.

c. You may not return or exchange a purchased Message and no refunds will beissued.

2. Fees and Payment

If a Talent User is available for direct messages, the “Joynt DM” price is displayed onthe Talent User’s profile page and on the purchase button in the App when you sendthe Message. You agree to pay all amounts due in accordance with the payment termsin effect at that time.

3. Acknowledgement

You acknowledge and agree that:

a. each Message you create is a Submission under the Site Terms and is subjectto the Acceptable Use Policy;
b. each Message from a Talent User is owned by the Talent User who created it,and subject to your payment in full, you have the right to use it solely for yourown personal, non- commercial, and non-promotional subject to theseTerms: a non-exclusive, royalty-free, fully paid, worldwide, sublicensable,revocable license to use, reproduce, distribute, and publicly display thatMessage, in any and all media (for example, on social media platforms),whether now known or hereafter invented or devised; and
c. Joynt will not be liable or responsible for any Submission (including anyMessage you send) or any Talent Content (including any Message from theTalent User).

Acceptable Use Policy
Last Updated: March 12, 2020

Your use of our Site (collectively, the JOYNT™ website, mobile application (“App”), andservices we provide through them) is governed by this Acceptable Use Policy. Terms that aredefined in the Site Terms of Service or Talent Terms of Service will have the same meaningin our Acceptable Use Policy.

You are responsible for your use of any JOYNT Video, your Site account, our Site, and anySubmission (if you are a Site user) or Talent Content (if you are a Talent User). Our goal is tocreate a positive, useful, and safe user experience. To promote this goal, we prohibit certainkinds of conduct that may be harmful.

1. You represent and warrant that:

a. you will not use a false identity or provide any false or misleadinginformation;

b. you will not create an account if you (or any Site account that you created orcontrolled) have previously been removed or banned from our Site;

c. you will not use or authorize the use of any JOYNT Video for any purposesother than: (i) the specific limited purposes set forth in the Site Terms; (ii)those set out in any applicable Additional Terms; or (iii) if you are a TalentUser, those set out in any other written agreement; and

d. in connection with any Promo JOYNT Video, you will not request (if you area User) or fulfill a request for (if you are a Talent User): (i) a Business or anyother Recipient that is the subject of any criminal action, or that is involved in,connected with or promotes illegal or unlawful activity, violence or hatespeech; or (ii) disparages or defames any person, entity, brand, or business.

e. you will not:

i. violate any law, regulation, or court order;
ii. violate, infringe, or misappropriate the intellectual property, privacy,publicity, moral or “droit moral," or other legal rights of any thirdparty;
iii. take any action (even if requested by another) that is, or submit, post,share, or communicate anything that is, or that incites or encourages,action that is, explicitly or implicitly: illegal, abusive, harassing,threatening, hateful, racist, derogatory, harmful to any reputation,pornographic, indecent, profane, obscene, or otherwise objectionable(including nudity);
iv. send advertising or commercial communications, including spam, orany other unsolicited or unauthorized communications;
v. engage in spidering or harvesting, or participate in the use of software,including spyware, designed to collect data from our Site, includingfrom any user of our Site;
vi. transmit any virus, other computer instruction, or technological meansintended to, or that may, disrupt, damage, or interfere with the use ofcomputers or related systems;
vii. stalk, harass, threaten, or harm any third party;
viii. impersonate any third party;
ix. participate in any fraudulent or illegal activity, including phishing,money laundering, or fraud;
x. use any means to scrape or crawl any part of our Site;
xi. attempt to circumvent any technological measure implemented by us,any of our providers, or any other third party (including another user)to protect us, our Site, users, Recipients, or any other third party;
xii. access our Site to obtain information to build a similar or competitivewebsite, application, or service;
xiii. attempt to decipher, decompile, disassemble, or reverseengineer any of the software or other underlying code used to provideour Site; or
xiv. advocate, encourage, or assist any third party in doing any ofthe foregoing.

For clarity, your use of any JOYNT Video includes use anywhere (on our Siteor otherwise).

2. Investigations:

You acknowledge and agree that we are not obligated to monitor access to or use ofour Site by you or third parties (including monitoring any JOYNT Video, TalentContent, Submission, or Feedback), but we have the right to do so to operate our Site;enforce this Policy or our Terms; or comply with applicable law, regulation, courtorder, or other legal, administrative, or regulatory request or process; or otherwise.

Talent Terms of Service
Last Updated: March 12, 2020

This Talent Terms of Service Agreement (“Terms”) governs your use as a talent user of theJOYNT™ marketplace platform offered by Double Slit Media Technologies Pvt Ltd doingbusiness as Joynt (“we”, “us”, or “Joynt”), including our website (Joynt.club), mobileapplication (“App”), and services we provide (collectively, the website, App, and servicesreferred to as our “Site”). “You” and “Talent User” refer to you as a talent user of the Site.

These Terms apply solely to Talent Users of our Site. Use of our Site is also subject to ourcurrent Acceptable Use Policy. Any use by you of our Site other than as a Talent User isgoverned by the Site Terms of Service. (“Site Terms”).

PLEASE READ THESE TERMS CAREFULLY. By using our Site as a Talent User orotherwise indicating your acceptance (for example, by agreeing when creating orlogging into your account, clicking “I Agree,” etc.), you represent and warrant that youhave read, understand, and agree to be bound by these Terms. If you do not agree, donot access or use our Site as a Talent User.

Table of Contents

  1. Participation in the Joynt Marketplace
  2. JOYNT Videos
  3. Promo JOYNT Videos
  4. Fees and Payment
  5. Talent Referral Program
  6. Talent Content
  7. Ownership
  8. Additional Terms
  9. Eligibility
  10. Copyright and Intellectual Property Policy
  11. Privacy
  12. Third Party Content and Interactions
  13. Business Relationship with Joynt
  14. Links
  15. Changes to our Site
  16. Termination and Reservation of Rights
  17. Disclaimers and Limitations on our Liability
  18. Indemnification
  19. Arbitration Agreement and Waiver of Certain Rights
  20. Other Provisions
  21. Changes to these Terms

1. Participation in the Joynt Marketplace

a. Registration: In order to participate on our Site, you must register. By registering, youagree to provide true, accurate, current, and complete information about yourself asprompted by our registration form, as well as any other information reasonablyrequested by us (collectively, “Registration Data”), and maintain and promptly updatethe Registration Data to keep it true, accurate, current, and complete. If you do not doso or we reasonably believe that you have not done so, we have the right to suspendor terminate your Site account and your use of our Site. You agree not to create a Siteaccount using a false identity or providing false information, on behalf of anotherperson (except as outlined below for a parent or legal guardian and Organizations), orif you (and your parent or legal guardian, or an Organization, if applicable) havepreviously been removed or banned from our Site. You are responsible formaintaining the confidentiality of your Site account information, including yourusername and password. You are responsible for all activities that occur on or inconnection with your Site account and you agree to notify us immediately of anyunauthorized access or use of your Site account. You acknowledge and agree that weare not responsible or liable for any damages, losses, costs, expenses, or liabilitiesrelated to any unauthorized access to or use of your Site account.

i. Talent User age 18 or older: Talent Users who are at least 18 years old mayregister directly. By registering, you represent and warrant that: (A) you are atleast 18 years old (and, if between 16 and 18 years old, are registering with thesupervision and with the consent of your parent or legal guardian, who alsoagrees to these Terms); (B) you are of legal age to form a binding contract; (C)you are (and if you are between 16 and 18 years old, your parent or legalguardian is) not barred from using our Site under the laws of the India, yourplace of residence (and if you are between 16 and 18 years old, the place ofresidence of your parent or legal guardian), or any other applicablejurisdiction; and (D) you are (and if you are between 16 and 18 years old, yourparent or legal guardian is) responsible for complying with all applicable lawsand regulations relating to Talent User’s participation on our Site and willfully indemnify the Joynt Parties (defined below) for any failure to do so.

ii. Parent or Legal Guardian of Talent User, under age 16: Talent Users who areunder 16 years old, may register only through a parent or legal guardian who,by registering, represents and warrants that: (A) he or she is the parent or legalguardian of the Talent User and agrees to these Terms; (B) neither the parentor legal guardian nor the Talent User is barred from using our Site under thelaws of India, the place of residence of the parent, legal guardian, or TalentUser, or any other applicable jurisdiction; and (C) he or she is responsible forcomplying with all applicable laws and regulations relating to Talent User’sparticipation on our Site and will fully indemnify the Joynt Parties for anyfailure to do so.

iii. Organizations: A management company, manager, agency, agent, publicist, orother individual or organization (each, an “Organization”) may register aTalent User (“Affiliated Talent”). By registering, the Organization representsand warrants for itself and each Affiliated Talent that: (A) Organization is theauthorized representative of the Affiliated Talent (and, if the Affiliated Talentis below the age of 18, is registering with any consent required of theAffiliated Talent’s parent or legal guardian as set forth in Sections1.a(i) and 1.a(ii)) and agrees to these Terms; (B) neither the Organization northe Affiliated Talent is barred from using our Site under the laws of the UnitedStates, the place of residence of the Organization or any Affiliated Talent, orany other applicable jurisdiction; and (C) Organization is responsible forcomplying with all applicable laws and regulations relating to AffiliatedTalent’s participation on our Site under these Terms and will fully indemnifythe Joynt Parties for any failure to do so. To register Affiliated Talent as anOrganization, please contact talentsuccess@Joynt.com.

b. Promotional Materials: At no cost to Joynt, you will provide to us the followingpromotional materials (“Promotional Materials”) within 72 hours of beginning thetalent on-boarding process on our Site: (i) if you would like us to promote yourparticipation on our Site, three high resolution images of yourself; (ii) your Siteprofile bio; and (iii) a promotional video of approximately 30 seconds in length to letyour fans know that they can book you on our Site. Please note that you will not beable to receive requests from Users until we receive your promotional video. Fromtime to time we may request additional Promotional Materials from you for Joynt’suse to promote you on or in connection with our Site or on any social media platformor third party website. Any other materials or photos of or concerning you that youapprove for Joynt’s use will also be Promotional Materials under these Terms.

2. JOYNT Videos

From time to time, a user of our Site (“User”) may request one or more videorecordings (each, a “JOYNT Video”) from you through our Site.

a. While we hope you will fulfill a request within 48 hours of receiving it, you may haveup to seven days (at Joynt’s sole discretion) to complete and upload the JOYNTVideo. If you do not either: (i) accept the request and upload the JOYNT Video; or(ii) decline the request; the request will expire and can no longer be fulfilled (exceptthat you may fulfill the expired request at no cost to the User and with no paymentdue from us). You may decline a request or otherwise refuse, in your discretion, tocreate or upload a JOYNT Video if a User’s request is objectionable or otherwiseoffensive to you. If you accept a request, you agree to record and upload to our Siteone JOYNT Video.

b. Joynt retains the right, in its sole discretion, to cancel any request from a User. Nopayment will be made to you for any declined, cancelled, or unfulfilled JOYNT Videorequest.

c. Each JOYNT Video will be approximately 30 seconds in duration and will follow thegeneral directions and requests of the User (for example, birthday message,congratulatory message, or “Good luck!” message). You will have sole discretionover the script and content of any JOYNT Video, except that you agree: (i) you willuse your name (please introduce yourself), the User’s name, and the name of any thirdparty that the User identifies as a recipient (“Recipient”) in each JOYNT Video,unless otherwise requested by the User; and (ii) you will not state in the JOYNTVideo that the JOYNT Video is incomplete or cannot be completed. Your response tothe User’s request is your responsibility and at your discretion, subject to theseTerms; however, Users are usually happiest when at least the majority of their requestis followed by a Talent User. If you complete a JOYNT Video but do not follow thegeneral directions and requests of the User, we will discuss with you an appropriateadjustment of the payment made to you.

3. Promo JOYNT Videos

If you are a resident of India, you may choose to offer JOYNT Videos for promotionof a India commercial entity, brand, or business (“Business") through our Site (each, a"Promo JOYNT Video"). Except as noted, each Promo JOYNT Video is a JOYNTVideo under these Terms.

4. Fees and Payment

a. Booking Fee: You set your own price for each JOYNT Video and any other offeringyou choose to make available through the Joynt marketplace platform (e.g., PromoJOYNT Videos) (each, a “Booking Fee”), provided that: (i) your price on the App foriOS must be an available Apple SKU; and (ii) where there is no identical Apple SKU,your price will be the Apple SKU that is closest to (but not less than) the price you set(e.g., a Booking Fee of INR 350.00 will be adjusted to INR 400.00 in the App foriOS). In addition, the Booking Fee for each JOYNT Video must be at least INR300.00 (unless it is otherwise agreed in writing by Joynt).

b. Fees: Other than with respect to an expired request that you choose to fulfill (as setforth in Section 2(a)) and subject to these Terms, we will pay you 75% of the BookingFee actually received by Joynt for each JOYNT Video or other Joynt product offeringthat you created and delivered to fulfill to a User’s request that you accepted throughour Site, except that in the case of a Booking Fee paid through the App, we will payyou 75% of the amount actually received by Joynt after subtracting any payment to ordeduction by the application platform (e.g., Apple deducts a 30% commission fromthe Booking Fee) from the Booking Fee (“Net App Booking Fee”). In addition, if theoffering permits a User to designate an additional amount as a “tip”, we will pay you75% (unless a different percentage is agreed in writing by Joynt) of any amountdesignated by a User via our Site as a “tip”.

c. Fees and Payment Representations and Warranties: You represent and warrant that:(i) JOYNT Videos are not, and are not intended to be, covered by any workers union,industrial union, collective bargaining, or similar agreement and there will be noresidual or any other type of payment due from Joynt to you, to any third party, guild,or union, or pursuant to any collective bargaining agreement, in connection with anyJOYNT Video, payment from us to you, or our Site; (ii) Joynt is not responsible for,and will not make any deduction to payments made to you for any fees, commissions,costs, expenses, or payments of any kind to or with respect to any third party,including any manager, agent, attorney, representative, or service provider, inconnection with any revenue earned by or payments made to you in connection withour Site; and (iii) Joynt is not responsible for any contributions, payments, taxes, ordeductions for Social Security, retirement benefits, unemployment insurance,annuities, or pension or welfare fund payments required by law or any labor union, orany withholding or income taxes. However, deductions like TDS(Tax Deduction atSource) may be applicable as per the legal and taxation framework for paymentsbeyond certain threshold limits.

d. Payment: You agree to register with the third party payment provider selected byJoynt, which Joynt may change in its sole discretion. You may not use a paymentprovider other than the one selected by Joynt. You will provide the payment providerany information required in order to receive payments via the payment provider. Anypayments due to you from Joynt will be made via the payment provider. If you do notprovide the payment provider with all required information, you may not beable to receive the payments due to you. Joynt will not be responsible for anydamages, delays, losses, costs, expenses, or liabilities arising out of or inconnection with your inability to receive payments as a result of your failure toprovide such information. Subject to the payment provider’s terms, payment will bemade within approximately two weeks of receipt by Joynt of the Booking Fee or NetApp Booking Fee (as set forth in Section 4.a). You acknowledge and agree that Joyntdoes not operate, own, or control the payment provider; and your use of any paymentprovider is subject to the terms and privacy policies of that payment provider. Youagree that we are not responsible for any delay, failure, damage, or liability caused bya payment provider, any other third party, a force majeure, or your failure to timely orproperly set up an account with the payment provider or otherwise provide requestedinformation for payment. Other than with respect any payment to or deduction by theapplication platform (as set forth in Section 4.b). Joynt will be responsible for fees,costs, and expenses incurred in connection with the payment provider selected byJoynt. Unless otherwise agreed by Joynt in writing, you acknowledge and agree thatyou are solely responsible for any other fees, costs, and expenses, including withrespect to your bank account and foreign exchange fees. Notwithstanding anything tothe contrary contained in these Terms, if Joynt, in its sole discretion, believes that anyfraud, money laundering, or other violation of law or regulation is taking place on orin connection with our Site, you acknowledge and agree that we may withhold, delay,or seek repayment of any payments we believe, in our sole discretion, are related tothe violation.

e. Currency: Payments via the payment provider are in INR unless the payment providerpermits you to choose another currency and you do so.

f. Fundraising: If you identify any entity on your booking page or elsewhere on our Siteas a charitable organization or a recipient of any funds that you are raising (each, a“Charity”), you: (i) represent and warrant that you will comply with all applicablelaws and regulations relating to that identification or the Charity, including makingdisclosures, registering, or entering into any agreement, such as a commercial co-venturer agreement; (ii) acknowledge and agree that we have the right in our solediscretion to reject your identification or the Charity; (iii) represent and warrant thatthe Charity is and will remain in good standing at all times the identification is used,that within 48 hours of your receipt of our request, you will provide us with writtenevidence of the Charity’s good standing and charitable status in all applicablejurisdictions, and that you will promptly remove the identification if the Charityceases to be in good standing; (iv) represent and warrant that you will be responsiblefor making any payment to the Charity (unless we expressly agree in writing inadvance to do so on your behalf and in satisfaction of our payment obligations to youunder these Terms); and (v) represent and warrant that you have all rights necessaryto authorize use of the Charity’s name and logo in connection with (and on) our Site,in the identification, and in any social and other media. You further acknowledge andagree that we may add a statement to your booking page disclaiming a connectionbetween Joynt and the Charity, as we determine in our sole discretion.

5. Talent Referral Program

We offer Talent Users and others who register on our Site as a talent referral source(“Joynt Partner”) the opportunity to provide their friends, families, or other personalcontacts the unique referral code we provide you (“Code”) that a prospective talentuser may use to apply to register as a talent user on our Site (“Referral Program”). Toparticipate in the Referral Program, you must agree to the following TalentReferral Program Terms (“Referral Terms”), as well as the rest of these Terms:

a. Joynt reserves the right to suspend or terminate the Referral Program or yourparticipation in the Referral Program at any time for any reason. Without limiting theforegoing, we reserve the right to disqualify anyone from participating in the ReferralProgram at any time at our sole discretion. A violation of the Referral Terms may alsoresult in the forfeiture of all Referral Fees (defined below) you earned through theReferral Program. We reserve the right to review and investigate activities undertakenin connection with the Referral Program and suspend your Site account, modify theReferral Fee, or take other action in our sole discretion.

b. Eligibility to participate in this Referral Program is limited to individuals who haveregistered an account on our Site as a Talent User or Joynt Partner. The ReferralProgram cannot be used for affiliate lead generation or other commercial purposes.Employees, officers, directors, contractors, agents, and representatives of Joynt maynot participate in the Referral Program.

c. For every new user whose application to register as a Talent User on our Site usingyour Code is accepted in writing by Joynt (“Referred Talent”), Joynt will pay you, forone year, beginning as of the date that the Referred Talent first created an account as aTalent User on our Site using your Code, 5% of the Booking Fee actually receivedby Joynt, except that in the case of a Booking Fee paid through the App, it is 5% ofthe Net App Booking Fee, for each JOYNT Video the Referred Talent creates anddelivers to fulfill a User’s request accepted through our Site during that one-yearperiod (excluding any JOYNT Video for which no revenue was earned, and, atJoynt’s discretion, any JOYNT Video to which a promotion applies or for which apromo code was used) (“Referral Fee”). The Referral Fee is based on the Booking Feeor Net App Booking Fee but is paid from Joynt’s share of the revenue (as describedin Section 4.b) and will be paid as described in Section 4.d. Notwithstanding anythingto the contrary contained in these Terms, you acknowledge and agree that if a newuser does not use your Code when applying to register, has previously registered onour Site (with another code, under another name, or otherwise), has previously begunthe on-boarding process for our Site, or if anyone else has received or is receiving aReferral Fee from us in connection with that user, no Referral Fee will be due to you.You further acknowledge and agree that each Referred Talent may have only onereferring person or entity, and that we are not obligated to pay a Referral Fee to morethan one referring person or entity with respect to any Referred Talent.

d. This Referral Program may be used only for personal purposes and you may shareyour Code only with your personal connections. You may not advertise your Code orshare it with anyone other than your friends, family, or other personal contacts (forexample, you may not share it on a social media channel). We reserve the right torevoke or refuse to issue any Referral Fees for Referred Talent that we suspect weregenerated through improper channels or otherwise in violation of these ReferralTerms.

e. You represent and warrant that any messages you use to share your Code with yourpersonal connections will: (i) be created and distributed in a personal manner; (ii) notbe distributed in a bulk manner; and (iii) not be an unsolicited commercial email or a“spam” message under any applicable law or regulation. Any messages that do notmeet these requirements are expressly prohibited and constitute grounds forimmediate termination of your Site account and participation in this ReferralProgram. Registrations on our Site by a Talent User using a Code that was distributedthrough an unauthorized channel will not be valid and any Referral Fees issued inconnection with such transactions may be revoked.

f. We reserve the right to deactivate your Site account and any Referred Talent’s Siteaccount, cancel all related Referral Fees, and seek repayment, if we determine, in oursole discretion, that either you or the Referred Talent: (i) has tampered with thisReferral Program; (ii) has used (or attempted to use) this Referral Program in afraudulent, abusive, unethical, unsportsmanlike, or otherwise questionable orsuspicious manner; (iii) has breached any of these Referral Terms; or (iv) has violatedany law or regulation or infringed or violated the rights of any third party. We alsoreserve the right to cancel this Referral Program or change these Referral Terms atany time and for any reason in our sole discretion.

g. By participating in the Referral Program, you agree to release and hold harmlessJoynt Parties from and against any and all economic liabilities, claims, damages, loss,harm, costs, or expenses, including property damage, that arise from or relate in anyway to the Referral Program. THIS SECTION 5.g APPLIES ONLY TO ECONOMICDAMAGES AND DOES NOT APPLY TO CLAIMS OF FRAUD OR PERSONALINJURY.

6. Talent Content

a. License Grant to Talent Content: Our Site allows you to upload, submit, store, send,transmit, approve, and receive content and data, including your JOYNT Videos andPromotional Materials (collectively, “Talent Content”). When you upload, submit,store, send, transmit approve, or receive Talent Content to or through our Site, yougrant to us a non-exclusive, royalty-free, fully paid, unlimited, universal,sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocablelicense in any and all manner and media, whether now known or hereinafter inventedor devised (including social media channels and third party websites and platforms),to reproduce, license, distribute, modify, adapt, publicly perform, publicly display,create derivative works of (for example, translations, adaptations, or other changes wemake so that Talent Content works better with our Site or otherwise), and to use yourTalent Content for the purposes of operating and providing our Site, to develop andimprove our products and services, and to advertise, market, and promote our Site,products, and services, and you agree that such Talent Content may, in Joynt’s solediscretion, be used, including performed or displayed, in connection with any otherelements, materials, copyrights, rights of publicity, or copyrighted materials. Pleaseremember that third parties (including Users) may search for and see any TalentContent you submit to public areas of our Site. You agree that we may displayadvertising with or in connection with your Talent Content. You further acknowledgeand agree that Joynt has no obligation to you in connection with any advertisingdisplayed on or in connection with our Site (including no obligation to share anyrevenue received by Joynt as a result of any such advertising).

b. License Grant to Users:

i. For each JOYNT Video (other than a Promo JOYNT Video), you hereby grantto the User and the Recipient a non-exclusive, royalty-free, fully paid,worldwide, sublicensable, and perpetual license to use, reproduce, distribute,and publicly display the JOYNT Video, in each case, solely in accordancewith the Site Terms, in any and all media, whether now known or hereafterinvented or devised (including social media channels and third party websitesand platforms).

ii. For each Promo JOYNT Video, you hereby grant to User and the Business for90 days from the date the Promo JOYNT Video is sent by Joynt to the User(and for any additional 90 day periods to which you agree):

A. a non-exclusive, royalty-free, fully paid, worldwide, sublicensable,revocable license to use, reproduce, distribute, and publicly display thePromo JOYNT Video solely on: one website and one social mediaaccount, such as Facebook, Instagram, LinkedIn, SnapChat, TikTok, orTwitter, in each case, wholly-owned, operated, and controlled by theBusiness; and

B. the right to advertise and promote the display of the Promo JOYNTVideo on the social media account through advertising only on theapplicable social media platform.

c. Right to Remove JOYNT Videos: You acknowledge and agree that we cannot restrictthe use of your JOYNT Videos or other offerings by the Users for whom you createdthem or by any third party with whom they have already been shared (includingRecipients) and we have no obligation to remove those uses (including from socialmedia channels or third party websites or platforms). If we do seek to remove aJOYNT Video from a social media channel or third party website or platform, wemay notify you of our intent to do so. As owner of the copyright in your TalentContent, you hereby authorize Joynt to act as your agent in order to submit anyDMCA notice or other demand with respect to your JOYNT Videos. You willpromptly notify us if you learn that any Promo JOYNT Video is being used inviolation of the Site Terms. We will reasonably cooperate with your efforts to addressthe violation. However, you acknowledge and agree that we are not responsible orliable for any damages, losses, costs, expenses, or liabilities related to use of thePromo JOYNT Video for any reason, including if the use exceeds the licensein Section 1)a(ii) or otherwise violates the Site Terms.

d. Licenses: Please note that the licenses granted in this Section 6 are fully-paid androyalty free, meaning we do not owe you anything in connection with the use of yourTalent Content, by us, Users, or third parties (including Recipients and, in the case ofa Promo JOYNT Video, the Business), other than the payment set forth in Section 4.We may exercise our rights under this license anywhere in the universe. We maysublicense our rights as needed to provide and promote our Site or otherwise inaccordance with these Terms, and Users may sublicense their rights subject to the SiteTerms. Finally, the licenses granted in this Section 6 are perpetual, meaning that therights granted under these licenses continue even after you stop using our Site.

e. Talent Content Representations and Warranties: You represent and warrant that:

i. you own all rights in and to your Talent Content and Feedback (definedbelow) and that you have the right to grant the rights described in these Terms;
ii. you have paid and will pay in full any fees, royalties, or other payments thatare due or may become due in connection with any use of your Talent Contentand Feedback by us, Users, or third parties (including Recipients) as describedin these Terms;
iii. your agreement to, and provision of services under, these Terms does notviolate any agreement that you may have with any third party;
iv. In connection with each Promo JOYNT Video:

a. you are a resident of India.;
b. any statements that you make in connection with the Business are factually correctand not misleading, are not disparaging or defamatory, and represent your true opinion; and
c. you will comply with all applicable laws, rules, and regulations, including the IndianGovernment “Guides Concerning the Use of Endorsements and Testimonials in Advertising,"which may require adding an appropriate hashtag (e.g. #ad, #sponsored) or other disclosureto the Promo JOYNT Video.

ii. your Talent Content and Feedback does not infringe, misappropriate, orotherwise use without necessary authorization, any intellectual property,privacy, publicity, moral, or other rights of any third party, or violate any law,regulation, or court order;
iii. you will not post or make publicly available any JOYNT Video that the Userhas requested not be posted to your booking page;
iv. you will not contact, respond to, or communicate with any User that you meeton or through our Site, except as expressly permitted through our Site.
v. you will not provide your contact information to any User or sendmerchandise or anything else to a User other than as permitted by theseTerms;
vi. you will not edit, change, modify, or remove the watermark from any JOYNTVideo or assist or encourage any third party to do so;
vii. you will not ask us for permission or to assist you with the actions prohibitedby Sections 6.e(vi) through 6.e(ix)); and
viii. except for a JOYNT Video that you choose to remake (at no additionalcost to the User and with no additional payment due from us) if you receive areview of three stars or less, you will not remake any JOYNT Video unlessasked by us to do so.

b. Treatment of Talent Content: Any Talent Content is non-confidential, non-proprietary, and must not contain or include any information which you do not havethe right to disclose or that you do not wish to be disclosed. We will not beresponsible or liable for any use or disclosure of Talent Content, including anypersonal information included in that Talent Content. You acknowledge and agreethat your relationship with us is not a confidential, fiduciary, joint-venture,employer/employee, agency, or other type of special relationship, and that yourdecision to participate in our Site or submit any Talent Content does not place us in aposition that is any different from the position held by members of the general public,including with regard to your Talent Content. None of your Talent Content will besubject to any obligation of confidence by us, Users, or third parties (includingRecipients), and we will not be liable or responsible for any use or disclosure of anyTalent Content.

c. Refusal and Removal of Talent Content: We may refuse to accept or transmit TalentContent for any reason without notice to you. We may remove Talent Content fromour Site for any reason without notice to you.

d. Cancellation of Site Account: If you cancel your Site account, you may, on at least tenbusiness days’ advance written notice to us, request that we no longer include yourJOYNT Videos on our Site and that we not make any new public use of them. Asnoted in Section 6.c, we have no obligation as to any use of your JOYNT Videos bythe Users for whom you created them or by any third party with whom they havealready been shared (including Recipients) (including from social media channels orthird party websites or platforms).

7. Ownership

a. Other than Talent Content, we or our licensors own all right, title, and interest in andto: (i) our Site and the “look and feel” of our Site, including all software, ideas,processes, data, text, media, and other content available on our Site (individually, andcollectively, “Joynt Content”); and (ii) our trademarks, logos, and brand elements(“Marks”). Our Site, Joynt Content, and Marks are each protected under Indian andinternational laws. You may not duplicate, copy, or reuse any portion of JoyntContent or use the Marks without our prior express written consent. You acknowledgeand agree that each request or message from a User is a Submission (as defined inthe Site Terms) owned by the User who created it.

b. Joynt desires to avoid the possibility of misunderstandings if a project developed byus, our employees, or our contractors might seem similar to material submitted to usby you or a third party. To the extent you submit any ideas, suggestions, proposals,plans, or other materials related to our business (individually, and collectively,“Feedback”), you acknowledge and agree that you are submitting that Feedback atyour own risk and that Joynt has no obligation (including of confidentiality orprivacy) with respect to your Feedback, and you grant to Joynt a non-exclusive,royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers ofsublicenses), perpetual, and irrevocable license, in any and all manner and media,whether now known or hereinafter invented or devised, to reproduce, license,distribute, modify, adapt, publicly perform, publicly display, create derivative worksof (for example, translations, adaptations, or other changes), and otherwise use andexploit in any manner (including commercially), any and all Feedback.

c. You hereby waive any and all moral rights or “droit moral” that you may have inTalent Content or Feedback, and you represent and warrant that no third party has anymoral, “droit moral” or other rights in the Talent Content or Feedback.

8. Additional Terms

Some products or services offered through the Site may have additional terms andconditions (“Additional Terms”). If Additional Terms apply, we will make themavailable for you to read in connection with that product or service. By using thatproduct or service, you agree to the Additional Terms. To the extent that theAdditional Terms conflict with any of these Terms, these Terms will govern unlessthe Additional Terms say that all or some of these Terms don’t apply.

9. Eligibility

a. Age: You must be at least 18 years old to use our Site. If you are a minor or under theage of majority in your state of residence, your parent or legal guardian must agree tothese Terms on your behalf and you may access and use our Site only with permissionfrom your parent or legal guardian.

b. Eligibility Representations and Warranties: You represent and warrant that:
i. you have not been prohibited from using or accessing any aspect of our Siteby us or pursuant to any applicable law or regulation;
ii. you will comply with all applicable terms of any third party payment providerwe select, and you are not on a prohibited list of that payment provider;
iii. if you include an animal in any JOYNT Video, you will cause no harm to theanimal and will comply with all applicable laws and regulations;
iv. you (and any Site account that you created or control) have not beenpreviously banned or removed from our Site for any reason; and
v. you are not a convicted sex offender.
vi. You are not an adjudged insolvent or are barred from entering into a contractby a competent court

c. Export Control: You may not use, export, import, or transfer any part of our Siteexcept as authorized by Indian law, the laws of the jurisdiction in which you use oraccess our Site, or any other applicable laws. In particular, but without limitation, nopart of our Site may be exported or re-exported: (i) into any country embargoed byIndia.; or you are not located in a country that is subject to a Indian Governmentembargo or that has been designated by the Indian Government as a “terroristsupporting” country; and (y) you are not listed on any Indian Government list ofprohibited or restricted parties. You also will not use our Site for any purposeprohibited by law. You acknowledge and agree that products, services, andtechnology provided by Joynt are subject to the export control laws and regulations ofIndia. You will comply with those laws and regulations and will not, without priorIndian government authorization, export, re-export, or transfer Joynt products,services, or technology, either directly or indirectly, to any country in violation ofthose laws and regulations.

10. Copyright and Intellectual Property Policy

a. Notice under Indian Copyright Act,1957: We respond to notices of alleged copyrightinfringement and terminate access to our Site for repeat infringers. If you believe thatyour material has been copied in a way that constitutes copyright infringement, pleaseforward the following information to the Copyright Agent named below:
i. your address, telephone number, and email address;
ii. a description of the work that you claim is being infringed;
iii. a description of the material that you claim is infringing and are requesting beremoved along with information about where it is located;
iv. a statement that you have “a good faith belief that use of the material in themanner complained of is not authorized by the copyright owner, its agent, orthe law”;
v. an electronic or physical signature of the copyright owner (or a personauthorized to act for the copyright owner); and
vi. a statement by you, made under penalty of perjury, that the information youare providing is accurate and that you are the copyright owner or authorized toact on behalf of the copyright owner.

Copyright Agent:Double Slit Media Technologies Pvt Ltd4th floor, #810, 27th Main Rd, 1st Sector, HSR Layout, Bengaluru, Karnataka 560102
creators@joynt.club

If you do not follow these requirements, your notice may not be valid. Please note,only notices of alleged copyright infringement should be sent to our Copyright Agent.

b. Termination Policy: If we determine that you are a repeat infringer, we may terminateyour access to our Site, remove or ban you (and any Site account you created orcontrol), and take other appropriate action in our sole discretion.

11. Privacy

Your privacy is important to us. Our Privacy Policy explains how we collect, use, andshare personal information and other data. By using our Site, you agree to our PrivacyPolicy.

12. Third Party Content and Interactions

Our Site may contain features and functionalities that link to or provide you withaccess to third party content, that is completely independent of Joynt, includingJOYNT Videos, websites, platforms, directories, servers, networks, systems,information, databases, applications, software, programs, products or services, and theInternet in general. Your interactions with third parties, including Users, on orthrough our Site, are solely between you and the third party; however, Joynt may, inits sole discretion, intercede and you will reasonably cooperate with Joynt if it doesso. You acknowledge and agree that Joynt will not be responsible for any damages,losses, costs, expenses, or liabilities incurred as the result of such interactions,including any requests or Submissions from Users. You agree to contact Users aboutmatters relating to our Site only through the Site. You hereby release each Joynt Party(defined below) from claims, demands, and damages (actual and consequential) ofevery kind or nature, known and unknown, suspected and unsuspected, disclosed andundisclosed, arising out of or in any way related to such interactions or our Site

Business Relationship with Joynt

a. You and Joynt agree and declare you and Joynt are in a direct business relationshipand the relationship between the parties, including these Terms, is solely anindependent contractor relationship. It is the parties’ express intent that theirrelationship be interpreted and held to be that of independent contractor for allpurposes. You acknowledge and agree that you are not a joint venture partner,franchisee, partner, agent, or employee of Joynt, and will not represent yourself assuch. As an independent contractor using our platform to provide marketing, artistic,writing, and photography services to Users, you are solely and exclusively responsiblefor determining the manner, method, details, and means of your performance underthese Terms and you acknowledge and agree that we do not control those elements ofyour performance. You also retain the option to accept, decline, or ignore any Userrequest. We have no right to, and will not, control the manner or determine themethod of accomplishing your performance. You represent and warrant that you arecustomarily engaged in an independently established trade, occupation, or business.

b. You represent and warrant that as between Joynt and you (whether a Talent User,parent or legal guardian of a Talent User, an Organization, Affiliated Talent, JoyntPartner, or otherwise), you assume sole liability for and will pay or cause to be paidall applicable contributions, payments, taxes, and deductions for Social Security,retirement or other benefits, healthcare insurance, unemployment insurance, annuities,pension and welfare fund payments required by law, regulation, or any labor union,and all withholding and income taxes, and make any reports required as a result ofparticipation on our Site under these Terms.

c. You will use your own equipment to perform your obligations under these Terms.

d. You are solely responsible for making any disclosure required by any applicable law,regulation, court order or any agreement you may have with any third parties to anyperson or entity regarding your performance under these Terms.

e. Your relationship with Joynt is non-exclusive, meaning that you may provide similarservices to third parties, including Joynt’s competitors, and you may engage in otherbusiness or employment activities. Similarly, we can and do engage third parties toprovide services similar to those that you may provide under these Terms.

14. Links

Our Site may contain links to social media platforms or third party websites. Youacknowledge and agree that: (a) the link does not mean that we endorse or areaffiliated with the platform or website; and (b) we are not responsible or liable for anydamages, losses, costs, expenses, or liabilities related to your use of the platform orwebsite. You should always read the terms and conditions and privacy policy of aplatform or website before using it.

15. Changes to our Site

You acknowledge and agree we may change or discontinue any aspect of our Site atany time, without notice to you directly or indirectly.

16. Termination and Reservation of Rights

You may cancel your Site account at any time by contacting a member of the Joyntteam at creators@joynt.club. We reserve the right to terminate access to our Site toany person, including you, at any time, for any reason, in our sole discretion. If youviolate any of these Terms, your permission to use our Site automatically terminates.

17. Disclaimers and Limitations on our Liability

a. You acknowledge and agree that your use of our Site is at your own risk and thatour Site is provided on an “as is” and “as available” basis. To the extentpermitted by applicable law, the Joynt Parties disclaim all warranties,conditions, and representations of any kind, whether express, implied, statutory,or otherwise, including those related to merchantability, fitness for a particularpurpose, non-infringement, and arising out of course of dealing or usage oftrade.

b. In particular, the Joynt Parties make no representations or warranties about theaccuracy or completeness of content available on or through our Site or thecontent of any social media platform or third party website linked to orintegrated with our Site. You acknowledge and agree that the Joynt Parties willhave no liability for any: (i) errors, mistakes, or inaccuracies of content; (ii)personal injury, property damage, or other harm resulting from your access toor use of our Site; (iii) any unauthorized access to or use of our servers, anypersonal information, or user data; (iv) any interruption of transmission to orfrom our Site; (v) any bugs, viruses, trojan horses, or the like that may betransmitted on or through our Site; or (vi) any damages, losses, costs, expenses,or liabilities of any kind incurred as a result of any content or the use of anycontent posted or shared through our Site.

c. You acknowledge and agree that any material or information downloaded orotherwise obtained through our Site, including a User request, is done at yourown risk and that you will be solely responsible for any damages, losses, costs,expenses, or liabilities arising from or in connection with doing so. No advice orinformation, whether oral or written, obtained by you from us or through ourSite, including through a JOYNT Video, will create any warranty not expresslymade by us.

d. You acknowledge and agree that when using our Site, you will be exposed tocontent from a variety of sources, and that Joynt is not responsible for theaccuracy, usefulness, safety, legality, or intellectual property rights of or relatingto any such content. You further understand and acknowledge that you may beexposed to content that is inaccurate, offensive, indecent, objectionable, orharassing, and you agree to waive, and do hereby waive, any legal or equitablerights or remedies you have or may have against any Joynt Party with respectthereto.

e. To the fullest extent permitted by applicable law, you acknowledge and agreethat in no event will any Joynt Party be liable to you or to any third party forany indirect, special, incidental, punitive, or consequential damages (includingfor loss of profits, revenue, or data) or for the cost of obtaining substituteproducts, arising out of or in connection with these Terms, however caused,whether such liability arises from any claim based upon contract, warranty, tort(including negligence), strict liability or otherwise, and whether or not Joynt hasbeen advised of the possibility of such damages.

f. To the maximum extent permitted by applicable law, our total cumulativeliability to you or any third party under these Terms, including from all causesof action and all theories of liability, will be limited to and will not exceed the feesactually received by Joynt from you during the 12 months preceding the claimgiving rise to such liability.

g. Certain jurisdictions do not allow the exclusion or limitation of certain damages.If those laws apply to you, some or all of the above exclusions or limitations maynot apply to you, and you might have additional rights.

h. You agree that the limitations of damages set forth above are fundamentalelements of the basis of the bargain between Joynt and you.

18. Indemnification

You agree to indemnify, defend, and hold harmless Joynt and its parents, subsidiaries,affiliates, officers, employees, directors, shareholders, agents, partners, and licensors(each, a “Joynt Party, “ and collectively, “Joynt Parties”) from and against any and allclaims, costs, proceedings, demands, losses, damages, and expenses (includingreasonable attorneys’ fees and costs) of any kind or nature, arising from, out of, inconnection with, or relating to: (a) these Terms; (b) use of our Site; (c) yournegligence, misconduct, or fraud; (d) any action or inaction by you or anyone actingon your behalf; (e) any Organization or Affiliated Talent; (f) any Charity; (g) yourstatus as a parent or legal guardian of a Talent User; (h) Talent Content; (i) Feedback;(j) your eligibility with the NCAA or any other association, group, authority, ororganization referenced in Section 9.b; or (k) your participation in the ReferralProgram. Joynt may select counsel and control the defense of any claim that you areindemnifying. You will reasonably cooperate with us in connection with any claim.

19. Arbitration Agreement

Arbitration: You and Joynt agree to resolve any disputes between you and Joyntthrough binding and final arbitration instead of through court proceedings. Anycontroversy, dispute or claim arising out of or relating to this Agreement or the breachhere of shall be endeavoured to be settled by mutual discussions between the bothParties within a period of one month from the date of notification of any suchcontroversy, dispute or claim in writing to the other, failing which by arbitration inaccordance with the provisions of the Arbitration and Conciliation Act, 1996 of Indiaor any statutory modification there to or re-enactment thereof for the time being inforce. In the event of resolution by arbitration, Any and all disputes between theParties arising out of or in connection with this Agreement or its performance(including the validity of this Agreement) shall, so far as is possible, be settledamicably between the Parties. The arbitration shall be conducted by a sole arbitratormutually decided by both the parties. The seat and Venue of Arbitration shall beBangalore, India. The parties agree that the arbitration will be kept confidential andthat the existence of the proceeding and any element of it (including any pleadings,briefs, or other documents submitted or exchanged, any testimony or other oralsubmissions, and awards) will not be disclosed beyond the arbitration proceedings,except as may lawfully be required in judicial proceedings relating to the arbitrationor by applicable disclosure rules and regulations of securities regulatory authorities orother governmental agencies.

20. Other Provisions

a. Force Majeure: Under no circumstances will any Joynt Party be liable for any delayor failure in performance due in whole or in part to any acts of God (such asearthquakes, storms, floods, etc.), unavoidable accidents, laws, rules, regulations ororders of government authorities, acts of war (declared or not), terrorism, hostilities,blockades, civil disturbances, embargoes, strikes, or any other event or cause beyondthe reasonable control of any Joynt Party.

b. Choice of Law and Jurisdiction: These Terms will be governed by and construed inaccordance with the laws of the Bangalore, India without giving effect to any conflictof laws rules or provisions. You agree that any action of whatever nature arising fromor relating to these Terms or our Site will be filed only in the state or local courtslocated in Bangalore, India. You consent and submit to the personal jurisdiction ofsuch courts for the purposes of any such action.

c. Severability: If any provision of these Terms is found to be invalid or unenforceable,that provision will be deemed appropriately modified to give effect to the intent of theprovision or, if modification is not possible, will be severed from these Terms andwill not affect the enforceability of any other provision.

d. No Waiver or Amendment: The failure by Joynt to enforce any right or provision ofthese Terms will not prevent Joynt from enforcing such right or provision in thefuture and will not be deemed to modify these Terms.

e. Assignment: Joynt may, at any time, assign its rights and obligations under theseTerms, including to an affiliated entity or in connection with a sale of assets, merger,acquisition, reorganization, bankruptcy, other transaction, or by operation of law.

f. Miscellaneous: The term “including” in these Terms will be interpreted broadly andwill mean “including, without limitation.” Titles are for convenience only and will notbe considered when interpreting these Terms.

21. Changes to these Terms

We may change these Terms. If we do, we will post the revised Terms on our Site andupdate the “Last Updated” date at the top of these Terms. The revised Terms will beeffective immediately if you accept them (for example, by agreeing when you createan account or login to an existing account, or using or continuing to use our Site afterthe revised Terms have been posted); otherwise, they will be effective 30 days afterposting.

ADDITIONAL TALENT TERMS

Additional Terms as described inSection [8] of the Talent Terms of Service (“Talent Terms”)). Except as set out below,these Additional Terms will be governed by, and are incorporated into, the TalentTerms. Terms that are defined in the Talent Terms or the Site Terms of Service (“SiteTerms”) will have the same meaning in these Additional Terms.

From time to time, we may change these Additional Terms.If we do, we will give you noticeby posting them on our Site and updating the “Last Updated” date. The revised AdditionalTerms will be effective immediately. By offering or using or continuing to offer or use theapplicable product or service, you represent and warrant that you have read, understand, andagree to these Additional Terms.

JOYNT DM
Last Updated: March 12, 2020

1. JOYNT DM

You may choose to offer Users the opportunity to send you a message as permittedthrough the “Joynt DM” feature in the App (for example, if the feature is available, amessage of up to a specified number of characters, a video file of up to specified size,etc.) (each such message, and any response sent through the “Joynt DM” feature, a“Message”).

a. When a User sends you the first paid Message at the “Joynt DM” price(described below), you have no obligation to, but may, respond. In addition,you may close out the Message at any time.
i. If you do not respond, or you close out the Message, the User maysend you another Message only if the User again pays the “JoyntDM” price.
ii. As long as you have not closed out the Message:
A. if you respond to the Message, the User may send you oneMessage in reply at no additional cost to the User (and noadditional payment to you); and
B. for each response Message you send, the User may continue tosend one Message in reply at no additional cost (and noadditional payment to you).

b. Any other Messages from the User will be at the “Joynt DM” price.

2. Payment

a. You set your “Joynt DM” price for a Message, provided your price on the Appfor iOS must be an available Apple SKU (i.e., ending in INR 0.99).

b. We will pay you 75% of the “Joynt DM” price actually received by Joynt foreach paid Message after subtracting any payment to, or deduction by, theapplication platform (e.g., Apple deducts a 30% commission) on the sameterms as in Section 2.d and 2.e of the Talent Terms.

3. Acknowledgement

You acknowledge and agree that:

a. each Message you create is Talent Content under the Talent Terms and issubject to the Acceptable Use Policy;

b. each Message from a User is a Submission owned by the User who created it;

c. you grant to each User the right to use each Message you create a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, and perpetuallicense to use, reproduce, distribute, and publicly display that Message, ineach case, solely in accordance with the Site Terms and the Additional SiteTerms for “Joynt DM” in any and all media, whether now known or hereafterinvented or devised (including social media channels and third party websitesand platforms); and

d. Joynt will not be liable or responsible for any Submission (including anyMessage from the User) or any Talent Content (including any Message yousend).

Acceptable Use Policy
Last Updated: March 12 , 2020

Your use of our Site (collectively, the JOYNT™ website, mobile application (“App”), andservices we provide through them) is governed by this Acceptable Use Policy. Terms that aredefined in the Site Terms of Service or Talent Terms of Service will have the same meaningin our Acceptable Use Policy.

You are responsible for your use of any JOYNT Video your Site account, our Site, and anySubmission (if you are a Site user) or Talent Content (if you are a Talent User). Our goal is tocreate a positive, useful, and safe user experience. To promote this goal, we prohibit certainkinds of conduct that may be harmful.

1. You represent and warrant that:

a. you will not use a false identity or provide any false or misleadinginformation;

b. you will not create an account if you (or any Site account that you created orcontrolled) have previously been removed or banned from our Site;

c. you will not use or authorize the use of any JOYNT Video for any purposesother than: (i) the specific limited purposes set forth in the Site Terms; (ii)those set out in any applicable Additional Terms; or (iii) if you are a TalentUser, those set out in any other written agreement; and

d. in connection with any Promo JOYNT Video, you will not request (if you area User) or fulfill a request for (if you are a Talent User): (i) a Business or anyother Recipient that is the subject of any criminal action, or that is involved in,connected with or promotes illegal or unlawful activity, violence or hatespeech; or (ii) disparages or defames any person, entity, brand, or business.

e. you will not:
i. violate any law, regulation, or court order;
ii. violate, infringe, or misappropriate the intellectual property, privacy,publicity, moral or “droit moral," or other legal rights of any thirdparty;
iii. take any action (even if requested by another) that is, or submit, post,share, or communicate anything that is, or that incites or encourages,action that is, explicitly or implicitly: illegal, abusive, harassing,threatening, hateful, racist, derogatory, harmful to any reputation,pornographic, indecent, profane, obscene, or otherwise objectionable(including nudity);
iv. send advertising or commercial communications, including spam, orany other unsolicited or unauthorized communications;
v. engage in spidering or harvesting, or participate in the use of software,including spyware, designed to collect data from our Site, includingfrom any user of our Site;
vi. transmit any virus, other computer instruction, or technological meansintended to, or that may, disrupt, damage, or interfere with the use ofcomputers or related systems;
vii. stalk, harass, threaten, or harm any third party;viii. impersonate any third party;
ix. participate in any fraudulent or illegal activity, including phishing,money laundering, or fraud;
x. use any means to scrape or crawl any part of our Site;
xi. attempt to circumvent any technological measure implemented by us,any of our providers, or any other third party (including another user)to protect us, our Site, users, Recipients, or any other third party;
xii. access our Site to obtain information to build a similar or competitivewebsite, application, or service;
xiii. attempt to decipher, decompile, disassemble, or reverseengineer any of the software or other underlying code used to provideour Site; or
xiv. advocate, encourage, or assist any third party in doing any ofthe foregoing.

For clarity, your use of any JOYNT Video includes use anywhere (on our Siteor otherwise).

2. Investigations:

You acknowledge and agree that we are not obligated to monitor access to or use ofour Site by you or third parties (including monitoring any JOYNT Video, TalentContent, Submission, or Feedback), but we have the right to do so to operate our Site;enforce this Policy or our Terms; or comply with applicable law, regulation, courtorder, or other legal, administrative, or regulatory request or process; or otherwise.

Do you want to showcase your talent?

Joynt lets you conduct live video sessions and deliver online live performances - you go live, we manage the rest including payments.

Enroll Now

Apply to join Joynt

If you have fans and want to join as talent, you can enroll here and we’ll be in touch.


Contact us at talent@joynt.club

Back to Top