Terms of Service

These Terms of Service (the “Terms”) govern access to and use of the Services (defined below) provided by Junify Corporation, a Delaware corporation with its principal place of business at 470 Ramona Street, Palo Alto, CA 94301 USA (“Junify,” “we,” “us,” or “our”), by the entity agreeing to these Terms (“Customer”).

These Terms also set out obligations that apply to all individuals who access or use the Services under Customer’s account, including Admins and End Users (together with Customer, the “Users”).

By executing an Order Form, creating an account, enabling the Services, or allowing Admins or End Users to access the Services, Customer agrees to be bound by these Terms. Each Admin and End User agrees to comply with these Terms to the extent they apply to Admins and End Users when accessing or using the Services on behalf of Customer.

1. Scope of Agreement

1.1 Parties.

These Terms form a binding contract between Junify and Customer. Customer represents and warrants that it is a business entity (not an individual consumer) and that any person who executes an Order Form, creates the initial account, or otherwise formally accepts these Terms on Customer’s behalf has the authority to bind Customer.

For clarity, Admins and End Users who merely access or use the Services under Customer’s account do not become separate “Customers” under these Terms, but must comply with these Terms when using the Services on behalf of Customer.

1.2 Services.

These Terms govern Customer’s access to and use of Junify’s hosted software-as-a-service products, including associated browser extensions, agents, mobile applications, APIs, dashboards, and related websites and documentation (collectively, the %b “Services”).

1.3 Order Forms.

Specific subscriptions, features, quantities, and pricing shall be set forth in one or more ordering documents, online checkout flows, or similar instruments executed or accepted by Customer (each an %b “Order Form”). Each Order Form is incorporated into and subject to these Terms.

1.4 Business Use Only.

The Services are offered solely for business and professional use by organizations. They are not intended for personal, household, or consumer use, and are not directed to children or minors.

2. Business Use Only / Eligibility

2.1 No Consumer Use.

Customer may not use the Services as a consumer or for personal purposes. Customer is responsible for ensuring that all use of the Services is in the course of its business and in compliance with applicable employment, labor, and privacy laws.

2.2 Age and Authority.

Individuals who access the Services as Admins or End Users must be at least eighteen (18) years old (or the age of majority in their jurisdiction) and authorized by Customer to use the Services on Customer’s behalf. Admins and End Users access and use the Services solely in their capacity as employees, contractors, or other representatives of Customer and not as individual consumers.

2.3 No Services for Children.

The Services are not directed to or intended for use by children. Customer shall not permit the Services to be used to monitor, profile, or otherwise target children in violation of Applicable Data Protection Laws.

3. Definitions

For purposes of these Terms:

  • “Admin” means an individual who is authorized by Customer to administer the Services for Customer’s account, including configuring features, integrations, and permissions, and who may manage End Users.
  • “End User” means an individual who is an employee, contractor, or other personnel of Customer (or of Customer’s affiliates) and who is authorized by an Admin to use the Services under Customer’s account.
  • “Website Visitor” means an individual who visits Junify’s websites or interacts with Junify’s marketing content without being an Admin or End User.
  • “Services” has the meaning set out in Section 1.2 and includes any updates or enhancements made available by Junify from time to time.
  • “Customer Content” means any data, content, files, messages, documents, activity logs, or other materials that Customer, Admins, or End Users submit to, upload to, or otherwise process through the Services on Customer’s behalf, including content obtained by the Services from Customer’s systems or third-party services as configured by Customer.
  • “Service Data” means data generated by or in connection with the provision, operation, support, security, and billing of the Services, such as usage metrics, system logs, and technical telemetry, which may include limited personal data about Admins and End Users.
  • “Website & Marketing Data” means data collected from Website Visitors and from Customer or its representatives in the context of marketing, sales, events, or general website usage.
  • “Privacy Policy” means Junify’s then-current privacy policy describing its processing of personal data in connection with the Services, websites, and marketing activities, as made available on Junify’s website and updated from time to time.
  • “DPA” means any data processing agreement, addendum, or similar instrument executed between Junify and Customer that governs Junify’s processing of personal data as a processor on Customer’s behalf.
  • “Sub-processor” means any third party engaged by Junify to process personal data on behalf of Customer in connection with the Services.
  • “Controller” and “Processor” have the meanings given to them (or to a comparable concept) under Applicable Data Protection Laws.
  • “Applicable Data Protection Laws” means all laws and regulations relating to the protection of personal data that apply to the processing of personal data under these Terms, which may include, where applicable, the Act on the Protection of Personal Information of Japan (“APPI”), the EU and UK General Data Protection Regulation, and certain U.S. state privacy laws, as each may be amended from time to time.
  • “Documentation” means any technical or support documentation made available by Junify relating to the Services.

If there is a conflict between these Terms and an Order Form, the Order Form prevails for the relevant Services and subscription. If there is a conflict between these Terms and a DPA, the DPA prevails for the subject matter of data protection. These Terms prevail over the Privacy Policy, except as expressly stated otherwise.

4. Account Registration and Customer Responsibilities

4.1 Account Setup.

Customer must create an account to use the Services. Customer shall ensure that all registration information is accurate, complete, and kept up to date.

4.2 Access Credentials.

Customer is responsible for maintaining the confidentiality and security of all login credentials associated with its account, including Admin and End User credentials, and for all activities that occur under its account.

4.3 Admin Instructions.

Settings and configurations made by Admins through the Services (including enabling or disabling features, integrations, agents, or monitoring capabilities) are deemed to be valid instructions from Customer to Junify. Junify is entitled to rely on such instructions without independent verification.

4.4 Compliance and Internal Policies.

Customer is solely responsible for:

  • determining whether, and with what scope and configuration, to enable any Service features or integrations that affect which data about End Users, devices, applications, communications, or usage is collected, monitored, analyzed, or retained;
  • ensuring all such use is lawful and compliant with Applicable Data Protection Laws, employment and labor laws, industry regulations, and Customer’s internal policies; and
  • providing any required notices to, and obtaining any required consents from, End Users and other data subjects.
4.5 Use by End Users.

Customer is responsible for all use of the Services by Admins and End Users and for ensuring that they comply with these Terms and any applicable policies. Customer will ensure that each Admin and End User is made aware of these Terms (or a summary that clearly refers to these Terms) and that access to the Services is conditioned on their agreement to comply with these Terms. Any breach of these Terms by an Admin or End User will be deemed a breach by Customer.

5. Plans, Professional Services, and Fees

5.1 Offerings and Subscription Term.

Customer may purchase (a) subscription-based access to the Services, (b) usage- or consumption-based access to certain features or Services, and/or (c) professional services such as consulting, implementation, training, or premium support (collectively, the “Offerings”), as set forth in the applicable Order Form or other written agreement between the parties. Where an Order Form specifies subscription-based access to the Services, such access is provided for the term specified in the applicable Order Form (the “Subscription Term”). Certain professional services or custom support arrangements may be governed by separate written terms or statements of work; to the extent those terms expressly conflict with this Section 5, they will control for the applicable professional services.

5.2 Fees.

Customer shall pay all fees for the Offerings as specified in the applicable Order Form (which, for professional services, may take the form of a statement of work or similar written agreement between the parties) (the “Fees”). The applicable Order Form will describe the type of Fees (including any subscription, usage-based, and professional services Fees) and the associated billing metrics and schedule. Unless expressly stated otherwise in the applicable Order Form:

  • subscription Fees are based on purchased subscription quantities and not actual usage;
  • subscription Fees are due in advance for each Subscription Term (e.g., monthly or annually); and
  • all Fees are non-cancellable and non-refundable, except where required by law.

If there is any conflict between this Section 5.2 and the Fees, billing, or payment terms set out in an applicable Order Form, the terms of the Order Form will control for the relevant Offering.

5.3 Payment Terms.

Fees are payable by the method and within the timeframe set forth in the applicable Order Form or other written agreement. If not specified, Fees are due within thirty (30) days of the invoice date.

5.4 Late Payments.

Overdue amounts may accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, if lower), plus reasonable collection costs. Junify may suspend access to the Services, or suspend performance of any professional services, upon written notice if any Fees remain unpaid for fifteen (15) days or more after their due date.

5.5 Taxes.

Fees are exclusive of taxes. Customer is responsible for all sales, use, VAT, GST, or similar taxes arising from the Offerings (excluding taxes based on Junify’s income), and shall pay or reimburse Junify for such taxes if invoiced.

5.6 Renewals.

Unless an Order Form states otherwise, each Subscription Term for any recurring Offering (including subscriptions that are priced in whole or in part based on usage or consumption) will automatically renew for successive periods equal to the expiring Subscription Term, at Junify’s then-current pricing for the applicable Offering, unless either party gives notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term. One-time or non-recurring Offerings (such as fixed-fee projects or one-time professional services) do not automatically renew unless expressly stated in the applicable Order Form or other written agreement.

6. License and Acceptable Use

6.1 License Grant.

Subject to these Terms and timely payment of Fees, Junify grants Customer a limited, non-exclusive, non-transferable (except as permitted in Section 18), non-sublicensable right during the applicable Subscription Term to access and use the Services and Documentation solely for Customer’s internal business purposes.

6.2 Restrictions.

Customer shall not (and shall not permit any third party to):

  • copy, modify, adapt, translate, or create derivative works of the Services, except as expressly permitted by law;
  • reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services, except to the extent permitted by law despite this restriction;
  • sell, resell, rent, lease, sublicense, or otherwise distribute the Services to any third party;
  • use the Services to build, train, or enhance a competing product or service;
  • access or use the Services in any manner that exceeds the scope of the subscriptions purchased or the technical limits described in the Documentation.
6.3 Prohibited Conduct.

Customer shall not use the Services to:

  • transmit spam, malware, or other harmful or unlawful content;
  • infringe or misappropriate any intellectual property, privacy, or other rights;
  • engage in unlawful surveillance, discrimination, harassment, or other violations of law;
  • process sensitive data (such as health, financial, or precise location data) in violation of Applicable Data Protection Laws;
  • support high-risk activities where failure of the Services could lead to death, personal injury, or significant property or environmental damage (such as in medical devices, aviation, nuclear facilities, or critical infrastructure).
6.4 Monitoring and Employee Data.

Without limiting the foregoing, Customer shall not use the Services to monitor employees or other individuals in any manner that violates labor, employment, privacy, or other applicable laws, or that conflicts with Customer’s own internal policies. Customer is solely responsible for making all required disclosures and obtaining all required consents for such monitoring.

7. Data Protection and Privacy

7.1 Privacy Policy Incorporated.

The Privacy Policy, including any annexes describing data categories, purposes of processing, international transfers, and data subject rights, is incorporated into these Terms by reference and forms part of the contract between Junify and Customer. In the event of conflict between these Terms and the Privacy Policy, these Terms prevail, except with respect to matters expressly governed by a DPA.

7.2 Roles of the Parties.
  • In general, for personal data contained in Customer Content and, where applicable, certain Service Data that is processed through the Services on Customer’s behalf, Customer acts as Controller (or an equivalent concept under Applicable Data Protection Laws) in respect of that data and Junify acts as Processor in respect of that data.
  • For Service Data and Website & Marketing Data that Junify processes for its own business purposes (for example, to operate, secure, improve, and bill for the Services, and to carry out its own marketing and sales activities), Junify acts as an independent Controller in respect of that data.

The specific allocation of roles and the mapping of data categories to those roles is described in more detail in the Privacy Policy and, where applicable, in the DPA.

7.3 DPA.

Where required under Applicable Data Protection Laws, the parties may enter into a DPA governing Junify’s processing of personal data as Processor. In case of conflict between these Terms and the DPA regarding data protection, the DPA prevails.

7.4 Customer Responsibilities.

Customer is responsible for:

  • ensuring that it has a valid legal basis to process personal data and to permit Junify to process such data as Processor in accordance with these Terms and the DPA;
  • providing any required notices to, and obtaining any required consents from, End Users and other data subjects whose personal data is processed via the Services;
  • ensuring that its configuration and use of the Services (including monitoring features and integrations) complies with Applicable Data Protection Laws.
7.5 Use of Customer Content.

Junify will process Customer Content solely:

  • to provide, maintain, and support the Services;
  • to prevent or address technical or security issues;
  • to comply with law or a valid legal process; and
  • for other purposes expressly permitted by Customer in writing or as described in the DPA.

Junify will not:

  • sell Customer Content;
  • use Customer Content for advertising or marketing to Customer’s End Users; or
  • use Customer Content to train or improve generative AI models for Junify or third parties.
7.6 Service Data and Improvements.

Junify may process Service Data to operate, secure, improve, and develop the Services, provided it does so in compliance with Applicable Data Protection Laws and its Privacy Policy. Junify may use aggregated or de-identified data in its discretion, provided that it does not identify Customer or any individual.

8. Generative AI Features

8.1 Third-Party AI Providers.

The Services may provide access to generative AI features (such as automated analysis or content generation) that rely on third-party large language model providers (for example, but not limited to, foundational model providers). Such third-party providers may act as Junify’s Sub-processors or as independent Controllers, depending on the context described in the Privacy Policy and DPA.

8.2 Data Handling for AI Features.

Junify will:

  • send only the data reasonably necessary to enable requested AI functionality;
  • configure and contractually require third‑party AI providers so that Customer Content, prompts, outputs, and related personal data processed through AI features are used only to provide the requested AI functionality (inference) and are not used by those providers to train or improve their general‑purpose or generative AI models; and
  • handle data processed through AI features in accordance with these Terms, the Privacy Policy, and any applicable DPA.
8.3 Admin Controls.

Generative AI features may be enabled or disabled by Admins at the Customer or role level, as made available by Junify. Customer is responsible for configuring such controls to match its policies and compliance obligations.

8.4 AI Limitations and Disclaimers.

Customer acknowledges that:

  • AI-generated outputs may be inaccurate, incomplete, or misleading and may not reflect current information;
  • AI-generated outputs do not constitute legal, financial, medical, or other professional advice; and
  • Customer remains solely responsible for reviewing, validating, and making decisions based on any AI-generated outputs.

Customer shall not rely on AI-generated outputs as the sole basis for decisions that may result in significant legal, financial, safety, or employment consequences.

9. Third-Party Services and Sub-processors

9.1 Integrations.

The Services may interoperate with third-party products or services (e.g., identity providers, email platforms, SaaS applications, collaboration tools) %b “Third-Party Services” enabled by Admins. Junify does not control Third-Party Services and is not responsible for their acts or omissions.

9.2 Responsibility for Third-Party Services.

Customer’s use of Third-Party Services is subject to the terms and privacy policies of the relevant third-party providers, not these Terms. Customer is solely responsible for enabling, configuring, and using such integrations and for any exchange of data with Third-Party Services.

9.3 Sub-processors.

Junify may engage Sub-processors to process personal data on Customer’s behalf in connection with the Services (including cloud infrastructure providers, logging and monitoring tools, and AI providers). Junify will:

  • impose data protection obligations on Sub-processors that are materially no less protective than those set out in these Terms and any DPA; and
  • remain responsible for the performance of its Sub-processors.

Junify maintains a separate Sub-Processor List identifying its current Sub-processors and may update that list from time to time in accordance with any notice and objection procedures described in the DPA or Privacy Policy.

9.4 Independent Controllers.

Certain third parties (such as payment processors) may process personal data as independent Controllers for their own purposes (e.g., billing, fraud prevention, compliance). Their processing is governed by their own terms and privacy notices. Junify is not responsible for such third parties’ compliance as independent Controllers.

10. Security and Confidentiality

10.1 Confidential Information.

“%b Confidential Information” means any non-public information disclosed by one party %b “Disclosing Party” to the other %b “Receiving Party” that is designated as confidential or that should reasonably be understood to be confidential, including Customer Content, business and technical information, product plans, source code, pricing, and non-public documentation.

Confidential Information does not include information that:

  • is or becomes publicly available through no fault of the Receiving Party;
  • was lawfully known to the Receiving Party before disclosure;
  • is received from a third party without breach of any obligation of confidentiality; or
  • is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.
10.2 Confidentiality Obligations.

The Receiving Party shall:

  • use Confidential Information only as necessary to perform its obligations or exercise its rights under these Terms;
  • protect Confidential Information using at least reasonable care; and
  • not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in these Terms.
10.3 Compelled Disclosure.

The Receiving Party may disclose Confidential Information to the extent required by law or legal process, provided it (where legally permitted) gives the Disclosing Party prompt notice and reasonable cooperation to seek confidentiality or protective measures.

10.4 Security Measures.

Junify will implement and maintain appropriate technical and organizational security measures designed to protect the security, confidentiality, and integrity of Customer Content, including measures relating to encryption, access controls, logging, and vulnerability management, as further described in the Documentation, Privacy Policy, or DPA. Customer acknowledges that no system can be guaranteed to be 100% secure.

10.5 Limited Human Access.

In general, Junify personnel do not access Customer Content in human-readable form. Limited access may occur:

  • to investigate and resolve support requests initiated by Customer;
  • to address security incidents, detect fraud, or prevent harm;
  • as required by law, legal process, or governmental request; or
  • for other purposes expressly authorized by Customer.

Any such access will be limited to personnel with a need to know and subject to confidentiality obligations.

11. Service Levels, Availability, and Changes

11.1 Availability.

Junify will use commercially reasonable efforts to make the core Services available in accordance with any service level commitments set out in an Order Form or separate SLA (if applicable).

11.2 Maintenance and Downtime.

Junify may perform scheduled maintenance, during which the Services may be unavailable. Junify will use reasonable efforts to schedule maintenance during off-peak times and to notify Admins of planned maintenance where practicable.

11.3 Support.

Junify will provide technical support in accordance with its then-current support policies, which may be specified in the Order Form, Documentation, or a separate support agreement.

11.4 Modifications to the Services.

Junify may enhance, update, or modify the Services from time to time. Junify will not materially reduce the core functionality of the Services subscribed to by Customer during a Subscription Term without providing reasonable prior notice to Customer, unless required by law or to address a security or legal issue.

12. Suspension and Termination

12.1 Suspension for Cause.

Junify may suspend Customer’s or any End User’s access to the Services, in whole or in part, if:

  • Customer fails to pay undisputed Fees when due and does not cure within fifteen (15) days after written notice;
  • Junify reasonably believes that Customer’s or an End User’s use of the Services (i) violates these Terms, (ii) poses a security or fraud risk, or (iii) may cause harm or liability to any person; or
  • Junify is required to do so by law or governmental request.

Junify will limit suspension to the minimum necessary under the circumstances and will restore access promptly once the issue justifying the suspension is resolved.

12.2 Termination for Cause.

Either party may terminate these Terms and all outstanding Order Forms upon written notice if:

  • the other party materially breaches these Terms or an Order Form and fails to cure such breach within thirty (30) days after receipt of written notice; or
  • the other party becomes insolvent, enters bankruptcy or receivership, or ceases to operate in the ordinary course of business.
12.3 Effect of Termination.

Upon expiration or termination of these Terms or any Order Form:

  • Customer’s right to access and use the Services under the affected Order Form(s) ceases;
  • Customer shall promptly pay all Fees accrued or payable for the remainder of the Subscription Term, except where termination is due to Junify’s uncured material breach; and
  • each party shall return or delete the other party’s Confidential Information, subject to any retention obligations in the Privacy Policy or DPA.
12.4 Data Export and Deletion.

For a limited period following termination or expiration (as specified in the Documentation, Privacy Policy, or DPA), Customer may export Customer Content from the Services using available tools. After such period, Junify may delete or anonymize Customer Content in accordance with its data retention policies, the Privacy Policy, and any DPA.

12.5 Survival.

Sections that by their nature should survive termination (including, without limitation, payment obligations, confidentiality, data protection commitments, indemnities, limitations of liability, and dispute resolution provisions) shall survive termination or expiration of these Terms.

13. Warranties and Disclaimers

13.1 Mutual Warranties.

Each party represents and warrants that:

  • it has the full power and authority to enter into these Terms; and
  • its performance under these Terms will comply with applicable laws.
13.2 Junify Warranties.

Junify warrants that it will provide the Services with reasonable skill and care and in a professional manner consistent with generally accepted industry standards for similar services.

13.3 Customer Warranties.

Customer represents and warrants that:

  • it has obtained and will maintain all necessary rights, consents, and authorizations to provide Customer Content to the Services and to permit Junify to process Customer Content as contemplated by these Terms and any DPA; and
  • its use of the Services and Customer Content will comply with all applicable laws, including Applicable Data Protection Laws and labor and employment laws.
13.4 Disclaimers.

Except as expressly provided in these Terms:

  • the Services and all related outputs (including AI-generated outputs) are provided “as is” and “as available”;
  • Junify does not warrant that the Services will be error-free, uninterrupted, or meet Customer’s requirements; and
  • Junify disclaims all implied warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.

Customer is solely responsible for verifying the accuracy and suitability of AI-generated or automated outputs before relying on them.

14. Indemnification

14.1 Indemnification by Junify (IP Claims).

Junify shall defend Customer against any claim brought by a third party alleging that Customer’s authorized use of the Services (excluding Customer Content and Third-Party Services) infringes a valid intellectual property right of that third party, and shall indemnify Customer from any damages, costs, and reasonable attorneys’ fees finally awarded against Customer or agreed in settlement by Junify.

Junify’s obligations under this Section do not apply to claims arising from:

  • use of the Services in combination with products or services not provided by Junify if the claim would not have arisen but for such combination;
  • use of the Services in breach of these Terms or contrary to the Documentation; or
  • modifications to the Services not made by Junify.

If the Services are, or in Junify’s reasonable opinion are likely to become, the subject of an infringement claim, Junify may, at its option and expense: (a) modify the Services so they are non-infringing; (b) replace the Services with a non-infringing alternative that provides substantially equivalent functionality; or (c) terminate the affected Order Form and refund any prepaid, unused Fees for the remaining Subscription Term.

14.2 Indemnification by Customer.

Customer shall defend Junify and its affiliates against any claim brought by a third party arising from:

  • Customer Content, including any allegation that Customer Content infringes or misappropriates a third party’s rights or violates law;
  • Customer’s or any End User’s use of the Services in violation of these Terms, Applicable Data Protection Laws, or other applicable laws; or
  • Customer’s failure to obtain or maintain required notices, consents, or other legal bases in connection with monitoring, surveillance, or processing of personal data through the Services,

and shall indemnify Junify from any damages, costs, and reasonable attorneys’ fees finally awarded against Junify or agreed in settlement by Customer.

14.3 Procedures.

The party seeking indemnification shall:

  • promptly notify the indemnifying party of the claim (delay in notice will relieve the indemnifying party of its obligations only to the extent materially prejudiced);
  • allow the indemnifying party sole control of the defense and settlement of the claim (except that the indemnified party’s prior written consent is required for any settlement that admits fault or imposes non-monetary obligations on the indemnified party); and
  • provide reasonable cooperation at the indemnifying party’s expense.

This Section 14 sets forth each party’s exclusive remedy for third-party IP infringement claims related to the Services.

15. Limitation of Liability

15.1 Exclusion of Certain Damages.

To the fullest extent permitted by law, neither party will be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, data, or business opportunities, arising out of or relating to these Terms, even if advised of the possibility of such damages and even if a remedy fails of its essential purpose.

15.2 Cap on Liability.

To the fullest extent permitted by law, each party’s aggregate liability arising out of or relating to these Terms (whether in contract, tort, or otherwise) will not exceed the Fees actually paid by Customer to Junify under the relevant Order Form during the twelve (12) months immediately preceding the event giving rise to the claim.

15.3 Exceptions.

The limitations and exclusions in this Section do not apply to:

  • Customer’s payment obligations;
  • a party’s indemnification obligations under Section 14;
  • a party’s breach of its confidentiality obligations under Section 10; or
  • a party’s liability to the extent that it cannot be limited under Applicable Data Protection Laws or other non-waivable law.

16. Governing Law and Dispute Resolution

16.1 Governing Law.

These Terms and any dispute arising out of or relating to them shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

16.2 Jurisdiction.

Any legal action or proceeding arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in San Francisco County, California, and each party irrevocably submits to the personal jurisdiction of such courts.

16.3 Injunctive Relief.

Nothing in these Terms limits either party’s right to seek equitable relief, including injunctive relief, to prevent actual or threatened unauthorized disclosure or misuse of Confidential Information or intellectual property.

17. Changes to Terms and Policies

17.1 Updates to Terms.

Junify may update these Terms from time to time. Junify will provide notice of material changes to Admins (for example, via email or in-product notification). Unless a different effective date is stated, changes will become effective upon the start of the next Subscription Term or as otherwise specified in the notice.

17.2 Continued Use.

If Customer continues to use the Services after changes to these Terms become effective, such use constitutes Customer’s acceptance of the updated Terms. If Customer does not agree to the changes, Customer may terminate the affected subscriptions as of the date the changes would otherwise take effect, by providing written notice prior to that date.

17.3 Updates to Privacy Policy and Annexes.

Junify may update the Privacy Policy and any related annexes (including data flow descriptions and feature-specific schedules) from time to time to reflect changes in law, technology, or its practices. Such updates are not deemed amendments to these Terms, provided they do not materially reduce Junify’s data protection commitments to Customer.Where legally required, or where there is a material change affecting Customer’s use of the Services, Junify will provide appropriate notice. Junify also maintains a separate Sub-Processor List identifying its current Sub-processors. Junify may update the Sub-Processor List from time to time and will provide notice of material changes, and any applicable right to object, as described in the DPA or Privacy Policy.

18. Miscellaneous

18.1 Entire Agreement.

These Terms, together with all Order Forms, the Privacy Policy, and any DPA, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous agreements, proposals, or representations, written or oral, relating to that subject matter.

18.2 Order of Precedence.

In the event of a conflict, the following order of precedence applies: (1) Order Form; (2) DPA (for data protection matters); (3) these Terms; and (4) Privacy Policy including Annex and other documents referenced in these Terms.

18.3 Assignment.

Neither party may assign or transfer these Terms, in whole or in part, without the other party’s prior written consent, except that either party may assign these Terms without consent to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section is void. These Terms bind and inure to the benefit of the parties and their permitted successors and assigns.

18.4 Independent Contractors.

The parties are independent contractors, and nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

18.5 Third-Party Beneficiaries.

There are no third-party beneficiaries to these Terms. For clarity, Admins and End Users do not have independent third-party beneficiary rights under these Terms, but they are required to comply with the obligations that these Terms state apply to Admins and End Users,

18.6 Force Majeure.

Neither party shall be liable for any failure or delay in performance to the extent caused by events beyond its reasonable control, including natural disasters, acts of government, war, terrorism, labor disputes, internet or telecommunications failures, or third-party service failures, provided that the affected party uses reasonable efforts to mitigate the effects and resume performance.

18.7 Severability.

If any provision of these Terms is held invalid or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect.

18.8 No Waiver.

Failure or delay by either party to exercise any right or remedy under these Terms does not constitute a waiver of such right or remedy, and a waiver on one occasion does not constitute a waiver on any other occasion.

18.9 Notices.

Notices to Customer may be provided by email to the address associated with Customer’s account or via in-product notification. Notices to Junify shall be sent to the address in Section 19 or to any other address specified by Junify in writing. Notices are deemed given when received or, for email, when sent, unless the sender receives an error message.

19. Contact Information

Questions or concerns about these Terms or the Services may be directed to:

%b Junify Corporation

470 Ramona Street

Palo Alto, CA 94301

USA

Email: [email protected]