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Terms & Conditions

Updated: January 3, 2024

These terms of service constitute a legally binding agreement (the “Agreement”) between you and Joshin, Inc. (“Joshin,” “we,” “us,” or “our”) governing your use of the Joshin application, websites, technology platform, and related services, applications, or platforms (collectively, the “Joshin Platform”).

By entering into this Agreement, you expressly acknowledge that you have read and understand this Agreement and accept all of its terms and conditions without limitation or qualification. If you do not agree to be bound by the terms and conditions of this Agreement, you may not use or access the Joshin Platform.

Please be advised: This Agreement contains provisions that govern how claims you and Joshin have against each other can be brought. With limited exception, these provisions will require you to submit claims you have against Joshin to binding and final arbitration on an individual basis, not as a plaintiff or class User in any class, group, or representative action or proceeding.

The Joshin Platform

The Joshin Platform enables individuals to connect, arrange to connect or match with coaches (“Coaches”) or caregivers (“Caregivers”) to receive services that range from support, encouragement, education, care,  instructional and practical tips to help such individuals, as well as other wellness services via in-person, phone and/or video chat sessions. 

All individuals who access the Joshin Platform, including Coaches and Caregivers, are collectively referred to herein as Users (“Users”).  Users are required to create an account to access the Joshin Platform and certain other aspects of it. For purposes of this Agreement, the experience sharing provided by Coaches and Caregivers to other Users is referred to as the Services (“Services”).  Any decision by a User to seek, offer, or accept Services is a decision made at each User’s sole discretion. Each Service delivered by a Coach and Caregiver to another User shall constitute a separate agreement for such Services between the relevant Coach, Caregiver, and other User, each subject to this Agreement. Joshin disclaims all liability in respect of any Services provided by any Coach or Caregiver on the Joshin Platform or through the Services.

The Joshin Platform offers Users a portal through which to amplify their daily work and personal life, but there are certain services and information that we do not provide and that are outside of the scope of the Services:

  • DO NOT USE THIS SERVICE FOR EMERGENCY MEDICAL NEEDS OR OTHER PROFESSIONAL SERVICE ADVICE. IT IS FOR INFORMATION ONLY. IF YOU ARE EXPERIENCING AN EMERGENCY, PLEASE CALL 911 IMMEDIATELY.
  • NO INFORMATION PROVIDED OR SHARED ON THE JOSHIN PLATFORM IS INTENDED TO BE, AND MUST NOT BE TAKEN AS, THE PRACTICE OF MEDICINE OR COUNSELING CARE. THIS SERVICE IS NOT INTENDED TO PROVIDE MEDICAL ADVICE, CLINICAL SERVICES, OR COUNSELING CARE. FOR PURPOSES OF THIS AGREEMENT, THE PRACTICE OF MEDICINE AND COUNSELING CARE INCLUDES, WITHOUT LIMITATION, PSYCHIATRY, PSYCHOLOGY, PSYCHOTHERAPY, BEHAVIORAL HEALTH COUNSELING, PHARMACY, AND THE PROVISION OF HEALTHCARE ADVICE, DIAGNOSIS, PROGNOSIS, OR TREATMENT RELATING TO ANY MEDICAL OR HEALTH-RELATED CONDITION.
  • THIS SERVICE IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL OR HEALTH-RELATED CONDITION. DO NOT DISREGARD, AVOID, OR DELAY OBTAINING MEDICAL ADVICE OR TREATMENT FROM YOUR PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROVIDER DUE TO ANY INFORMATION ACQUIRED ON THE JOSHIN PLATFORM. YOUR ACCESS TO OR USE OF THE JOSHIN PLATFORM AND THE SERVICES DOES NOT CREATE IN ANY WAY A PHYSICIAN/PATIENT, CONFIDENTIAL, OR PRIVILEGED RELATIONSHIP OR ANY SIMILAR RELATIONSHIP THAT WOULD GIVE RISE TO DUTIES ON OUR PART.
  • RELIANCE ON ANY INFORMATION ACQUIRED ON THE JOSHIN PLATFORM IS SOLELY AT YOUR OWN RISK.

Modifications to Terms of Service

Joshin reserves the right to make changes to this Agreement (including the other policies incorporated by reference), or any portion thereof, at any time in our sole discretion. Any changes will be posted on the Joshin Platform, and the “Updated” date will also be updated at the top of the Terms of Use Agreement.  The changes will take effect immediately (unless stated otherwise). You are solely responsible for familiarizing yourself with this Agreement and ensuring that you periodically review the Terms. Following such an update, your continued use of the Service will signify your consent to be bound by the modifications. If you do not agree with the changes, do not use the Service. 

Privacy Policy

Our collection and use of personal information relating to your access to and use of the Joshin Platform is described in our Privacy Policy, which shall form part of this Agreement between you and Joshin.

Coach & Caregiver Terms

If you are a Coach or Caregiver engaged by Joshin, you agree to be subject to and abide by the Coach & Caregiver Terms, which shall form part of this Agreement between you and Joshin if you are a Coach or Caregiver who is contracted by or otherwise affiliated with an entity that contracts with Joshin to provide Joshin access to its employees.

Communications

By entering into this Agreement or using Joshin Properties, you agree to receive communications from us via e-mail, text messages, calls, and push notifications.  You agree that texts, calls, or prerecorded messages may be generated by automatic telephone dialing systems. Communications from us and our affiliated companies may include but are not limited to operational communications concerning your Account and Services or the use of the Joshin Platform.  Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.  

Accounts & Eligibility

General 

The Joshin Platform is designed to facilitate human-to-human interactions, and we expect all Users to engage in a manner that is truthful and does not violate any applicable laws or regulations, agreements with third parties, third-party rights, this Agreement, or Joshin’s policies.  You expressly agree not to use a false identity or provide any false or misleading information when creating an account or engaging with the Joshin Platform.  Absent a legitimate purpose for doing so, Users should only create one Joshin account, and creating multiple accounts to engage in behavior that violates this Agreement or to circumvent enforcement or other processes is strictly forbidden.

Eligibility

The Joshin Platform may only be used by or with the express permission and supervision of individuals who can enter into legally binding contracts. The Joshin Platform is not available to Users under the age of eighteen (18) years old. By becoming a User, you represent and warrant that you are at least eighteen (18) years old and that you will use the Joshin Platform and Services only for lawful purposes and in accordance with this Agreement. In addition, if you are a parent or legal guardian of a child under the age of eighteen (18), you may not allow your child to access or use the Joshin Platform through your account unless you are present and actively supervising the session at all times.

Accounts

As part of signing up with the Services, you must create an account (an “Account”) and provide certain information prompted by the Services (“Registration Data”). You represent and warrant that all Registration Data is current, accurate, truthful, and complete, and will update such Registration Data to keep it current, accurate, truthful, and complete. You represent that you are (i) at least eighteen (18) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using the Services under the laws of the United States, your place of residence or any other applicable jurisdiction. 

You are the sole authorized user of your Account and are responsible for keeping your Account safe and secure from unauthorized access. You accept responsibility for any and all activities or actions that occur under your Account. You must notify us immediately upon becoming aware of any security breach or unauthorized use of your Account. Joshin is not liable for any losses or harm that may be incurred by you or a third party that is due to unauthorized use of your Account.

In addition, you represent and warrant that the information you provide us with respect to your Account is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your Account. You are responsible for maintaining the confidentiality of your Account and password, including but not limited to the restriction of access to your computer and/or Account.

You hereby grant, subject to the Privacy Policy, Joshin a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to use your information in order to perform and improve upon the Service.

Sub Account Invitations

If you invite another person to use the Service, Joshin will send invitations on your behalf to such person’s email address for the purpose of inviting them to use the Service. By providing Joshin with such person’s email address, name, and an optional message, you represent to us that you are authorized to share such invitee’s e-mail address and name with us and you authorize us to invite them and to send them any message you include in your invitation and any reminders to join the Service.

Joshin is not responsible for any accidental or unauthorized access granted to an individual or entity by an invited User. In the event of a conflict between the Users received, Joshin will privilege the instructions of the User who invited the sub-account User. 

Community 

Posts and comments made in the Community will be available for Users in the Joshin Platform. Maintaining a respectful and supportive environment welcoming to all Users is important to the Joshin Community. Users of the Joshin Community are expected to conduct themselves in a way that fosters these goals. Users Content and comments that are off-topic (e.g., marketing personal goods or services), discourteous, impolite, or disparaging may be removed without notice by Joshin, and offending Users may be subject to suspension up to and including permanent removal from Joshin Community in Joshin’s sole discretion.

Joshin reminds you that information shared in the Joshin Community is accessible by all Community Users and Moderators, and therefore, urges you to exercise sensibility and discretion when sharing personal stories and information. The sharing of personal health information, sensitive personal information, and other information identifiable to a third party that a reasonable person would find too intimate, embarrassing, or inappropriate to share in a public forum in the Joshin Community is prohibited.

Disclaimers

The following disclaimers are made on behalf of Joshin, our affiliates, subsidiaries, parents, successors, and assigns, and each of our and their respective officers, directors, employees, agents, and shareholders.

Each User is able to determine whether he or she would like to share knowledge or receive knowledge about other experiences. Joshin has no control over the quality, accuracy, reliability, effectiveness, or any other aspect of the knowledge sharing that occurs between Users and assumes no responsibility for the acts or omissions of any Users. Joshin reserves the right but is not obligated, to monitor communications between Users on the Joshin Platform.

THE JOSHIN PLATFORM IS PROVIDED ON AN “AS IS” BASIS AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED, OR STATUTORY. WE DO NOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM THE USE OF THE Joshin PLATFORM AND/OR THE SERVICES, INCLUDING THE ABILITY TO PROVIDE OR RECEIVE SERVICES AT ANY GIVEN LOCATION OR TIME.  WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU.

We do not warrant that your use of the Joshin Platform or Services will be accurate, complete, reliable, current, secure, uninterrupted, always available, error-free, or will meet your requirements, that any defects in the Joshin Platform will be corrected, or that the Joshin Platform is free of viruses or other harmful components.  We disclaim liability for, and no warranty is made with respect to, connectivity and availability of the Joshin Platform or Services.

We cannot guarantee that each User is who he or she claims to be. Nor can we guarantee the accuracy of any representations made regarding the competence, qualifications, experience, training, or certification of any Coach or Caregiver, all of which are based on the representations of the Coaches or Caregivers themselves. You are solely responsible for determining if your Coach is qualified to share the knowledge you request. You understand that we reserve the right, but we have no obligation, to conduct background checks on Coaches or Caregivers. Please use common sense when using the Joshin Platform and Services, including looking at the photos (when available) of the User you have connected with to make sure it is the same individual you believe you are communicating with. Please note that there are also risks of dealing with underage persons or people acting under false pretense, and we do not accept responsibility or liability for any content, communication, or other use or access of the Joshin Platform by persons under the age of eighteen (18) in violation of this Agreement. If you believe that your safety is threatened through your interaction with other Users, immediately call 911 or law enforcement.

Joshin is not responsible for the conduct, whether online or offline, of any User of the Joshin Platform or Services. You are solely responsible for your interactions with other Users. Joshin is not responsible for any adverse health effects that may arise from the use of the Joshin Platform or the Services, including any information, advice, consultations, products, or events you learn about on the Joshin Platform. By using the Joshin Platform and participating in the Services, you agree to accept such risks and agree that Joshin is not responsible for the acts or omissions of Users on the Joshin Platform or participating in the Services or for any false or misleading statements or omissions made by Users on the Joshin Platform.

Joshin expressly disclaims any liability arising from the unauthorized use of your User account. Should you suspect that any unauthorized party may be using your User account, or you suspect any other breach of security, you agree to notify us immediately at security@joshin.com. 

It is possible for others to obtain information about you that you provide, publish, or post to or through the Joshin Platform (including any profile information you provide), send to other Users, or share during the Services, and to use such information to harass or harm you. We are not responsible for the use of any personal information (including protected health/legal information) that you disclose to other Users on the Joshin Platform or through the Services. Please carefully select the type of information that you provide on the Joshin Platform or through the Services or release to others. In particular, you should refrain from providing credit card or other payment information to other Users on the Joshin Platform or when participating in the Services. Additionally, you should refrain from disclosing confidential or proprietary information. You are fully responsible for any information that you provide to other Users, and we disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized Users or “hackers”), including in respect of the use of any personal, proprietary, or confidential information you provided to such Users.

Opinions, advice, statements, offers, or other information or content concerning Joshin or made available through the Joshin Platform but not directly by us are those of their respective authors and should not necessarily be relied upon. Such authors are solely responsible for such content. Under no circumstances will we be responsible for any loss or damage resulting from your reliance on information or other content posted or authored by third parties, whether on the Joshin Platform or otherwise. You should always seek the advice of your physician or other qualified healthcare provider with respect to any questions you may have regarding a medical or health-related condition, and you should not disregard, avoid, or delay obtaining medical advice or treatment from your physician or other qualified healthcare provider due to any information or content made available on the Joshin Platform or through the Services. We reserve the right, but we have no obligation, to monitor the materials posted on the Joshin Platform and remove any such material that, in our sole opinion, violates, or is alleged to violate, the law or this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others.

Prohibited Activities

With respect to your use of the Joshin Platform and your participation in the Services, you agree to NOT: 

  • Discriminate against or harass anyone, including on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or other protected class;
  • Communicate with others on the Joshin Platform, or otherwise use the Joshin Platform, in a manner that is abusive, offensive, disruptive, deceptive, fraudulent, obscene, vulgar, pornographic, indecent, sexually explicit, violent, incendiary, or threatening;
  • Use the Joshin Platform (a) to provide or request medical advice, diagnosis, or treatment relating to any medical or health-related condition, (b) for any commercial, advertising, solicitation, or other purposes that are not expressly permitted by this Agreement, or (c) in a manner that falsely implies Joshin’s endorsement or partnership or otherwise misleads others as to your affiliation with Joshin;
  • Interact with others on the Joshin Platform in a manner that is false, inaccurate, or misleading (directly or by omission);
  • Solicit login information or access an account belonging to someone else, or use a discount, access, referral, or other access code that you are not eligible to use (as determined by Joshin in its sole discretion); 
  • License, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Joshin Properties or any portion of Joshin Properties, including the Website; 
  • The frame or utilize framing techniques to enclose any trademark, logo, or other Joshin Properties (including images, text, page layout or form) of Joshin; 
  • Use any metatags or other “hidden text” using Joshin’s name or trademarks; 
  • Modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile, or reverse engineer any part of Joshin Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; 
  • Use manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); 
  • Except as expressly stated herein, no part of Joshin Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, and 
  • Remove or destroy any copyright notices or other proprietary markings contained on or in Joshin Properties. Any future release, update, or other addition to Joshin Properties shall be subject to the Agreement.  Joshin, its suppliers, and service providers reserve all rights not granted in the Agreement.  Any unauthorized use of any Joshin Property terminates the licenses granted by Joshin pursuant to the Agreement.

The foregoing is not an exhaustive list of the types of conduct that are prohibited while you are using the Service. We reserve the right to take action as we deem necessary against any behavior we believe, in our sole discretion, violates this Agreement. If we suspect that you are engaging in prohibited activity, we may take action, in our discretion, to investigate and address the behavior, including, but not limited to, issuing a warning, suspending or terminating your account, contacting law enforcement, or taking other action in our sole discretion.  You agree to cooperate with any investigations conducted by Joshin and promptly provide any information requested by Joshin.

Content

Types of Content 

You acknowledge that all information, data, materials, text, pictures, images, and other content (“Content”) made available via Joshin Properties is the sole responsibility of the party from whom such Content originated.  This means that you, and not Joshin, are entirely responsible for all Content that you upload, post, e-mail, transmit, or otherwise make available (“Make Available”) through Joshin Properties (“Your Content”) and that you and other Users of Joshin Properties, and not Joshin, are similarly responsible for all Content that you and they Make Available through Joshin Properties (“User Content”).

No Obligation to Pre-Screen Content  

You acknowledge that Joshin has no obligation to pre-screen Content (including, but not limited to, User Content), although Joshin reserves the right in its sole discretion to pre-screen, refuse or remove any Content.  By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring.  You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including chat, text, or voice communications without limitation.  In the event that Joshin pre-screens, refuses, or removes any Content, you acknowledge that Joshin will do so for Joshin’s benefit, not yours.  Without limiting the foregoing, Joshin shall have the right to remove any Content that violates the Agreement or is otherwise objectionable.

Your Content  

Joshin does not claim ownership of Your Content.  However, when you as a Registered User post or publish Your Content on or in Joshin Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.  

License to Your Content  

Subject to any applicable account settings that you select, you grant Joshin a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive, and fully sub-licensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating and providing Joshin Properties to you and to our other Registered Users.  You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above.  You agree that you, not Joshin, are responsible for all of the content that you Make Available on or in Joshin Properties.  Any Content posted by you in your profile may not contain nudity, violence, sexually explicit, or offensive subject matter as determined by Joshin in its sole discretion.  You may not post or submit for print services a photograph of another person without that person’s permission.

Third-Party Content

Joshin is not responsible for Third-Party content and materials, including links to any websites, products, and services (collectively, “Third-Party Content”) within Joshin Community, and Joshin hereby disclaims all liability relating to Third-Party Content.

By submitting User Content to Joshin Community, you represent and warrant that you have all rights, power, and authority necessary to grant the rights to your User Content set forth in the Terms. Joshin reminds you that you are solely responsible for your User Content and that you may be held liable for User Content shared without all such necessary rights.

Storage  

Unless expressly agreed to by Joshin in writing elsewhere, Joshin is not obligated to store any of the content you Make Available on Joshin Properties.  Joshin has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit, or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving the use of Joshin Properties. 

Where necessary, Joshin encourages you to mark posts and comments as “Inappropriate” to bring them to the attention of a Moderator. You can also contact support@joshin.com with other concerns about these Terms of Use.

Right to Moderate and Restrict Access

Joshin provides the Joshin Community as an “interactive computer service” as that term is defined by Title 47 USC § 230(f)(2) of the Communications Decency Act of 1996 and shall not be liable to any party for any action it takes to restrict access to or the availability of material Joshin considers objectionable, whether or not such material is constitutionally protected.

Joshin reserves the right, but without obligation, to moderate the Joshin Community in any manner in its sole discretion. This includes the right of Joshin (and Moderators) to modify, suspend, and terminate your access to and use of Joshin Community in its sole discretion without cause or notice and to restrict and remove any content or materials contributed to Joshin Community by you or others without exception.

Claims of Copyright Infringement

Joshin respects the intellectual property of others, and expects Users to do the same. If you believe, in good faith, that any item on the Joshin Platform infringes upon your copyrights, please review our Copyright Policy, for information on how to submit a copyright complaint.

User Submissions Media Agreement

By using the Joshin Platform and participating in the Services, you agree to the User Submissions Media Agreement, which shall form part of this Agreement between you and Joshin. This agreement contains specific terms relating to how Joshin may use content created and submitted by you to Joshin, including with respect to intellectual property rights, licenses, and publicity rights.  It further allows Joshin to publicize and commercially use your name, likeness, image, appearance, voice, professional and personal biographical information, and personal characteristics that you have provided to us.

Feedback & Ratings

You agree that submission of any ideas, suggestions, documents, and/or proposals to Joshin through its suggestion, feedback, wiki, forum, or similar pages (“Feedback”) is at your own risk and that Joshin has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback.  You represent and warrant that you have all rights necessary to submit the Feedback.  You hereby grant to Joshin a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sub-licensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Joshin Properties and/or Joshin’s business.

The Services may enable Users to provide feedback and ratings with whom they have interacted via the Services. Any ratings and reviews reflect the individual opinions of Users and do not reflect the opinions of Joshin.  Ratings and reviews may be inaccurate or misleading. Reliance on any ratings or reviews is solely at your own risk.

Payments

In the event a caregiver fee is not covered by your employer, you will be prompted to pay the fee yourself by entering your credit card information prior to booking the Service. Joshin uses third-party payment processors to process your payments. By agreeing to these Terms, you agree to act in accordance with the terms of service of such third-party payment processors found here. You agree to pay all fees or charges to your Account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable.  

Unless otherwise provided by the applicable payment process or payment platform used in connection with your payment via the Services, you must notify us within twenty-four (24) hours after you receive payment to your Account if you dispute that any amounts paid are inaccurate. Billing disputes should be notified via app or to the following address: support@joshin.com. 

Indemnification

You agree to indemnify and hold Joshin, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Joshin Party” and collectively, the “Joshin Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your violation of the Agreement; (c) your violation of any rights of another party, including any Users; or (d) your violation of any applicable laws, rules or regulations.  Joshin reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Joshin in asserting any available defenses.  This provision does not require you to indemnify any of the Joshin Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Website or any Services provided hereunder.  You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to Joshin Properties.

Warranty Disclaimer

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF JOSHIN PROPERTIES IS AT YOUR SOLE RISK, AND JOSHIN PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS.  JOSHIN PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE.  

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM JOSHIN OR THROUGH JOSHIN PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. YOU ACKNOWLEDGE AND AGREE THAT JOSHIN PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD JOSHIN PARTIES LIABLE FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF Joshin PROPERTIES. YOU UNDERSTAND JOSHIN DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF JOSHIN PROPERTIES.  Joshin MAKES NO WARRANTY THAT THE GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.  

Limitation of Liability

YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL JOSHIN PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT JOSHIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF JOSHIN PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (a) THE USE OR INABILITY TO USE JOSHIN PROPERTIES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH JOSHIN PROPERTIES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON Joshin PROPERTIES; OR (e) ANY OTHER MATTER RELATED TO Joshin PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.  THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A JOSHIN PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A JOSHIN PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A JOSHIN PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. 

TO THE FULLEST EXTENT PROVIDED BY LAW, JOSHIN PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (a) THE TOTAL AMOUNT PAID TO JOSHIN BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; (b) $100; OR (c) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES.  THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A JOSHIN PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A JOSHIN PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A Joshin PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

EXCEPT FOR JOSHIN’S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN JOSHIN’S PRIVACY POLICY, JOSHIN ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND User CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES.  IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN JOSHIN AND YOU.

It is Joshin’s policy to terminate the Usership privileges of any Registered User who repeatedly infringes copyright upon prompt notification to Joshin by the copyright owner or the copyright owner’s legal agent.  Without limiting the foregoing, if you believe that your work has been copied and posted on Joshin Properties in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on Joshin Properties of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.  Contact information for Joshin’s Copyright Agent for notice of claims of copyright infringement is as follows: Joshin  Copyright Agent 855 Village Center Drive, #304, St. Paul, MN 55127.

Term and Termination

The Agreement commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use Joshin Properties unless terminated earlier in accordance with the Agreement.

Notwithstanding the foregoing, you hereby acknowledge and agree that the Agreement commenced on the earlier to occur of (a) the date you first used Joshin Properties or (b) the date you accepted the Agreement and will remain in full force and effect while you use any Joshin Properties unless earlier terminated in accordance with the Agreement.

The Joshin may terminate these Terms at any time, with or without notice, including if you have materially breached any provision of the Agreement or if Joshin is required to do so by law (e.g., where the provision of the Website, the Application or the Services is, or becomes, unlawful), Joshin has the right to, immediately and without notice, suspend or terminate any Services provided to you. You agree that all terminations for cause shall be made in Joshin’s sole discretion and that Joshin shall not be liable to you or any third party for any termination of your Account.

If you want to terminate the Services provided by Joshin, you may do so by (a) notifying Joshin at any time and (b) closing your Account for all of the Services that you use. Your notice should be sent in writing to Joshin’s address set forth below. 

In the event you, as a User, are an employee of an organization with whom the Joshin has contracted to provide access to the Website, Application and/or Services, and the Joshin’s or your relationship with such organization has been terminated or expired, then the Joshin may terminate your access to and use of the Services without further notice unless you agree to assume all applicable fees related thereto.

Termination of any Service includes removal of access to such Service and barring of further use of the Service.  Termination of all Services also includes deletion of your password and all related information, files, and Content associated with or inside your Account (or any part thereof), including Your Content.  Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve the deletion of Your Content associated therewith from our live databases.  Joshin will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content.  All provisions of the Agreement, which by their nature should survive, shall survive termination of Services, including, without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

If your registration(s) with, or ability to access, Joshin Properties or any other Joshin community is discontinued by Joshin due to your violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access Joshin Properties or any Joshin community through use of a different User name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Joshin Properties to which your access has been terminated.  In the event that you violate the immediately preceding sentence, Joshin reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

Joshin Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country.  These references do not imply that Joshin intends to announce such Services or Content in your country.  Joshin Properties are controlled and offered by Joshin from its facilities in the United States of America. Joshin makes no representations that Joshin Properties are appropriate or available for use in other locations.  Those who access or use Joshin Properties from other countries do so at their own volition and are responsible for compliance with local law.

Joshin reserves the right to: (a) remove or refuse to post any of Your Content for any or no reason in our sole discretion; (b) take any action with respect to any of your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Joshin Properties or the public, or could create liability for the Joshin; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Joshin Properties; and/or (e) terminate or suspend your access to all or part of the Joshin Properties for any or no reason, including without limitation, any violation of this Agreement.

If Joshin becomes aware of any possible violations of the Agreement by you, Joshin reserves the right to investigate such violations.  If, as a result of the investigation, Joshin believes that criminal activity has occurred, Joshin reserves the right to refer the matter to and to cooperate with any and all applicable legal authorities.  Joshin is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Joshin Properties, including Your Content, in Joshin’s possession in connection with your use of Joshin Properties, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce the Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of Joshin, its Registered Users or the public, and all enforcement or other government officials, as Joshin in its sole discretion believes to be necessary or appropriate. 

Dispute Resolution

Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully.  It requires U.S. users to arbitrate disputes with Joshin and limits the manner in which you can seek relief from us.

You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Website, to any products sold or distributed through the Website, or to any aspect of your relationship with Joshin will be resolved by binding arbitration, rather than in court, except that (a) you may assert claims or seek relief in small claims court if your claims qualify,; and (b) you or Joshin may seek equitable relief in court for infringement or other misuses of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).  This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.  

The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.  To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to 855 Village Center Drive, #304, St. Paul, MN 55127.  JAMS, an established alternative dispute resolution provider, will conduct the arbitration.  Disputes involving claims, counterclaims, or requests for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/.  JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267.  If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum.  If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Joshin will pay them for you.  In addition, Joshin will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for disputes, claims, or requests for relief totaling less than $10,000 unless the arbitrator determines the claims are frivolous.  

You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location.  Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. 

The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable.  The arbitration will decide the rights and liabilities, if any, of you and Joshin.  The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties.  The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have.  The award of the arbitrator is final and binding upon you and us.  

YOU AND JOSHIN HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.  You and Joshin are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 13.1 (Application of Arbitration Agreement) above.  An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would.  However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.  

ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS; ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.  If a decision is issued stating that applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of Minnesota.  All other disputes, claims, or requests for relief shall be arbitrated.  This Arbitration Agreement will survive the termination of your relationship with Joshin.

Third-Party Services

Joshin Properties may contain links to third-party websites (“Third-Party Websites”), applications (“Third-Party Applications”), and advertisements for third parties (“Third-Party Ads”).  When you click on a link to a Third-Party Website, Third-Party Application or Third-Party Ad, we will not warn you that you have left Joshin Properties and are subject to the terms and conditions (including privacy policies) of another website or destination.  Such Third-Party Websites, Third-Party Applications, and Third-Party Ads are not under the control of the Joshin.  Joshin is not responsible for any Third-Party Websites, Third-Party Applications, or Third-Party Ads.  Joshin provides these Third-Party Websites, Third-Party Applications, and Third Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Third-Party Applications or Third-Party Ads, or any product or service provided in connection in addition to that.  You use all links in Third-Party Websites, Third-Party Applications, and Third-Party Ads at your own risk. When you leave our Website, this Agreement and our policies no longer govern.  You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, Third-Party Applications, or Third-Party Ads, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party. 

You acknowledge and agree that the availability of the Application and the Services is dependent on the third party from whom you received the Application license, e.g., the Apple App Store or Google Play (each an “App Store”).  You acknowledge that the Agreement is between you and Joshin and not with the App Store.  Joshin, not the App Store, is solely responsible for Joshin Properties, including the Application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance, or intellectual property infringement).  In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access.  You also agree to pay all fees (if any) charged by the App Store in connection with Joshin Properties, including the Application.  You agree to comply with, and your license to use the Application is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using any Joshin Property, including the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforce it.

General Provisions 

The communications between you and Joshin may take place via electronic means, whether you visit Joshin Properties or send Joshin e-mails or whether Joshin posts notices on Joshin Properties or communicates with you via e-mail.  For contractual purposes, you (a) consent to receive communications from Joshin in an electronic form and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Joshin provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.  The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq.

You hereby release Joshin Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of or participation in any Services and any interactions with or conduct of Coaches, Caregivers or third-party websites of any kind arising in connection with or as a result of the Agreement or your use of Joshin Properties.  If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”  The foregoing release does not apply to any claims, demands, or any losses, damages, rights, and actions of any kind, including personal injuries, death, or property damage for any unconscionable commercial practice by a Joshin Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website [or any Services provided hereunder.

The Agreement and your rights and obligations hereunder may not be assigned, subcontracted, delegated or otherwise transferred by you without Joshin’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

Joshin shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials. 

To the extent, the parties are permitted under this Agreement to initiate litigation in a court, both you and Joshin agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in Hennepin County, Minnesota.

THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF MINNESOTA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION.  THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.

You may not use, export, import, or transfer Joshin Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Joshin Properties, and any other applicable laws.  In particular, but without limitation, Joshin Properties may not be exported or re-exported (a) into any United States embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Joshin Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use Joshin Properties for any purpose prohibited by U.S. law, including the development, design, manufacture, or production of missiles or nuclear, chemical, or biological weapons.  You acknowledge and agree that products, services, or technology provided by Joshin are subject to the export control laws and regulations of the United States.  You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Joshin products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

Contact

In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

If you have any questions, complaints, or claims with respect to Joshin, please contact us at security@joshin.com.  We will do our best to address your concerns.  If you feel that your concerns still need to be addressed, we invite you to let us know so we can further investigate.

The Agreement is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.