Last Modified: January 28, 2026
These Joist AI Customer Terms (SaaS), together with any and all Order Forms (collectively, these “Terms”), constitute a binding contract between you ("Customer," "you," or "your") and Joist Technologies Inc., a Delaware corporation (“Joist AI,” “we,” or “us”). These Terms govern your and your Users’ access to and use of the Joist AI Product. Thank you for choosing to be part of our community at Joist Technologies Inc. ("company", "we", "us", "our"). We are committed to protecting your personal information and your right to privacy.
THESE TERMS TAKE EFFECT ON THE EARLIER OF THE DATE ON WHICH YOU EXECUTE AN ORDER OR FIRST ACCESS THE JOIST AI PRODUCT (the "Effective Date"). IN CONNECTION THEREWITH, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THESE TERMS AND, IF ENTERING INTO THESE TERMS FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THESE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THEM.
IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE JOIST AI PRODUCT.
1.1 The following, when used in these Terms, will have the below meanings:
“Affiliates” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity, so long as such Control exists, wherein “Control” means beneficial ownership of 50% or more of the voting power or equity in an entity or power to direct an entity’s management.
“Confidential Information” means any information including, without limitation, trade secrets, disclosed by either party, whether or not marked or otherwise designated as confidential or proprietary, that should be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, “Confidential Information” will not include any information that (a) is in the public domain through no fault of the receiving party; (b) was properly known to the receiving party, without restriction, prior to disclosure by the disclosing party as evidenced by relevant written records; (c) was properly disclosed to the receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information as evidenced by relevant written records.
“Customer Data” means any data, content or materials that Customer (including its Users) submits to its Joist AI Product account(s).
“Documentation” means Joist AI’s standard usage documentation for the Joist AI Product currently available at https://www.joist.ai/.
“Joist AI Product” means a SaaS and artificial intelligence (AI)-based sales and marketing platform provided by Joist AI and subscribed to by Customer hereunder, as may be further described in an applicable Order Form.
“Order Form” means an order form, quote or other similar document that sets forth the specific Joist AI Product to which Customer is subscribing, pricing therefore (including in relation to overages), and subscription term, and that references these Terms and is mutually executed by the parties.
“Third Party Platform” means any product, add-on or platform not provided by Joist AI that Customer elects to use with the Joist AI Product.
“User” means anyone that Customer allows to use its accounts for the Joist AI Product, consisting of (a) Customer’s employees and contractors (solely for purposes of providing services to Customer) and (b) others if expressly permitted in the Documentation or an Order Form.
Joist AI will make the Joist AI Product available to Customer pursuant to these Terms and the applicable Order Form, and hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free right to access and use the Joist AI Product solely for its internal business purposes during the applicable subscription term. Notwithstanding the foregoing, Customer may permit Users to use the Joist AI Product on its behalf. Customer is responsible for provisioning and managing its User accounts, for its Users’ actions through the Joist AI Product and for their compliance with these Terms and Customer shall be liable for Users’ use of the Joist AI Product.
a) Joist AI will maintain a security program materially in accordance with generally accepted industry standards that is designed to (i) ensure the security and integrity of Customer Data; (ii) protect against threats or hazards to the security or integrity of Customer Data; and (iii) prevent unauthorized access to Customer Data. In furtherance of the foregoing, Joist AI will maintain the administrative, physical and technical safeguards designed to protect the security of Customer Data that are described in the Joist AI security page located at https://trust.joist.ai (the “Security Page”) posted as of the Effective Date (and as the Security Page may be updated by Joist from time to time, in its sole discretion, in a manner that does not materially decrease the applicable protections).
b) In the event Joist AI processes personal data (as defined in applicable data protection or data privacy laws), the parties agree to the terms set forth in Joist AI’s Data Processing Agreement located at https://www.joist.ai/data-processing-agreement (the “DPA”), the terms of which shall be incorporated by reference herein and made a part hereof. To the extent there is any conflict between the terms of the DPA and these Terms, the terms and conditions set forth in the DPA shall control with respect to the processing of personal data.
c) Any personal data collected through the Joist AI Product shall be processed by Joist AI in compliance in all material respects with its privacy policy, available at https://www.joist.ai/privacy-policy (“Privacy Policy”) and the collection of cookies by Joist AI, if any, shall be governed by Joist AI’s cookie policy located at https://www.joist.ai/cookies-policy (“Cookie Policy”). By accessing the Joist AI Product, you acknowledge that you have read the Privacy Policy and Cookie Policy and accept the provisions set forth therein.
Any Affiliate of Customer will have the right to enter into an Order Form executed by such Affiliate and Joist AI and these Terms will apply to each such Order Form as if such Affiliate were a signatory thereto. With respect to such Order Forms, such Affiliate becomes a party to these Terms and references to Customer in these Terms are deemed to be references to such Affiliate. Each Order Form is a separate obligation of the Customer entity that executes such Order Form, and no other Customer entity has any liability or obligation under such Order Form.
Customer will pay Joist AI the fees set forth in the applicable Order Form. Customer will pay those amounts due and not subject to a good faith dispute within thirty (30) days of the date of receipt of the applicable invoice (the “Payment Period”), unless a specific date for payment is set forth in such Order Form, in which case payment will be due on the date specified. Except as otherwise specified herein or in such Order Form, payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable. If Customer disputes an invoice in good faith, it will notify Joist AI within the Payment Period and the parties will seek to resolve the dispute as soon as reasonably practicable. Except as otherwise set forth in an applicable Order Form, the fees for any renewal term (as set forth in Section 9.1 below) shall be subject to an increase of ten percent (10%) of the then-current fees, and such modified pricing will become effective at the time of the renewal. Notwithstanding the foregoing, Joist AI hereby reserves the right to increase fees for any renewal term by more than ten percent (10%) by providing Customer with written notice of a change or increase in pricing for such Order Form at least sixty (60) days prior to the end of the then-current subscription term, and such modified pricing will become effective thereafter at the time of the renewal. For the avoidance of doubt, the fees set forth in the applicable Order Form only cover the services set forth therein and shall not include any other services including, without limitation, professional services, integration, or implementation, which shall be subject to Joist AI’s then-prevailing rates set forth in a separate statement of work mutually agreed upon by the parties.
Joist AI may suspend access to the Joist AI Product immediately upon notice if Customer fails to pay any amounts hereunder at least five (5) days past the applicable due date. All late payments shall accrue interest at a rate equal to 1.5% per month, or the highest rate permitted under applicable law, whichever is lower, which amount is compounded daily from the date due until the date fees are paid. Joist AI reserves the right to recover from Customer all costs of collection including, without limitation, reasonable attorneys’ fees and costs.
All amounts payable hereunder are exclusive of any sales, use, value added (or the equivalent in any jurisdiction where the Customer is located) and other taxes or duties, however designated (collectively, “Taxes”). Customer will be solely responsible for payment of all Taxes, except for those taxes based on the income of Joist AI. Customer will not withhold any Taxes from any amounts due to Joist AI.
As between the parties, Joist AI exclusively owns all right, title and interest in and to the Joist AI Product, System Data (as defined below) and Joist AI’s Confidential Information, and Customer exclusively owns all right, title and interest in and to the Customer Data, output produced specifically for Customer via the use of the Joist AI Product by Customer (“Output”, which will constitute Customer Data for purposes hereof) and Customer’s Confidential Information. “System Data” means data collected by Joist AI regarding the Joist AI Product that may be used to generate logs, statistics or reports regarding the performance, availability, usage, integrity or security of the Joist AI Product.
Customer may from time to time provide Joist AI suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the Joist AI Product. Joist AI will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. Joist AI will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services. All Feedback is provided “AS IS'' and Joist AI will not publicly identify Customer as the source of Feedback without Customer’s permission.
Each receiving party agrees that it will: (a) treat the Confidential Information of disclosing party with the same degree of care it uses to protect its own Confidential Information of similar character and importance, but in no event with less than a commercially reasonable degree of care and (b) use the Confidential Information of the disclosing party solely in accordance with the provisions of these Terms and it will not disclose the same to any third party without the disclosing party’s prior written consent, except as otherwise permitted hereunder. However, the receiving party may disclose such Confidential Information (i) to its employees and other representatives who have a need to know and are legally bound to keep such information confidential by written confidentiality obligations consistent with these Terms; and (ii) as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law). Neither party will disclose these Terms to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers. Subject to Section 9.3, the receiving party’s obligations of confidentiality shall continue for so long as Confidential Information is in its possession; provided, however, that Confidential Information that constitutes a trade secret under applicable shall be subject to the obligations of confidentiality set forth in this Section 5.1 for so long as such Confidential Information is afforded trade secret protections under applicable law.
Customer will not directly or indirectly: (a) reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the Joist AI Product; (b) attempt to probe, scan or test the vulnerability of the Joist AI Product, breach the security or authentication measures of the Joist AI Product without proper authorization or willfully render any part of the Joist AI Product unusable; (c) use or access the Joist AI Product to develop a product or service that is competitive with Joist AI’s products or services or engage in competitive analysis or benchmarking; (d) transfer, distribute, resell, lease, license, or assign the Joist AI Product or otherwise offer the Joist AI Product on a standalone basis; or (e) otherwise use the Joist AI Product in violation of applicable law (including any export law) or outside the scope expressly permitted hereunder and in the applicable Order Form.
Each party acknowledges and agrees that an actual or threatened breach of the provisions of Sections 5.1 or 5.2 will give rise to irreparable harm for which monetary damages would not be an adequate remedy. Therefore, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief from any court of competent jurisdiction, without waiving any other rights or remedies available to it and without any requirement to post bond, prove actual damages or prove that monetary damages would not be an adequate remedy.
Joist AI warrants that (a) the Joist AI Product will perform in all material respects as described in the Documentation and Joist AI will not materially decrease the overall functionality of the Joist AI Product during the applicable subscription term (the “Performance Warranty”). Joist AI will use reasonable efforts to correct a verified breach of the Performance Warranty reported by Customer in writing. If Joist AI fails to do so within thirty (30) days after Customer's warranty report, then either party may terminate the applicable Order Form as it relates to the non-conforming aspect of the Joist AI Product, in which case Joist AI will provide Customer a pro rata refund of any prepaid unused subscription fees corresponding to the terminated portion of the applicable subscription term. To receive these remedies, Customer must report a breach of warranty in reasonable detail and in writing within ten (10) days after discovering the issue in the Joist AI Product. These procedures are Customer’s sole and exclusive remedies and Joist AI’s sole and exclusive liability for breach of the Performance Warranty.
Customer warrants that it has all rights necessary to provide any information, data or other materials that it provides hereunder, and to permit Joist AI to use the same as contemplated hereunder.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, JOIST AI DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES THAT (A) OUTPUT IS AUTOMATICALLY GENERATED USING AI TECHNOLOGIES, DOES NOT CONSTITUTE PROFESSIONAL ADVICE OR COUNSEL, AND IS PROVIDED “AS IS” WITHOUT ANY WARRANTIES; (B) CUSTOMER IS RESPONSIBLE FOR REVIEWING THE ACCURACY AND APPROPRIATENESS OF OUTPUT; AND (C) JOIST AI WILL HAVE NO, AND CUSTOMER HEREBY RELEASES JOIST AI FROM, ANY AND ALL LIABILITY WITH RESPECT TO OUTPUT. JOIST AI IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY PLATFORMS AND DOES NOT GUARANTEE THE CONTINUED AVAILABILITY THEREOF.
From time to time, Customer may have access to free accounts, trial or pilot use, pre-release, alpha or beta versions or features or other non-paid products or services (collectively, “No-Charge Products”) offered by Joist AI. Customer’s use of No-Charge Products is subject to any additional terms that Joist AI may specify from time to time, in Joist AI’s sole discretion. Except as otherwise set forth in this Section, these Terms apply to No-Charge Products. Joist AI may modify or terminate Customer’s right to use No-Charge Products at any time. NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JOIST AI DISCLAIMS ALL OBLIGATIONS, WARRANTIES AND LIABILITIES WITH RESPECT TO NO-CHARGE PRODUCTS, INCLUDING ANY SERVICE LEVEL OR INDEMNITY OBLIGATIONS.
Joist AI will defend Customer against any claim, demand, suit, or proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Joist AI Product as permitted hereunder infringes or misappropriates a United States patent, copyright or trade secret and will indemnify Customer for any damages finally awarded against Customer (or any settlement approved by Joist AI) in connection with any such Claim; provided that (a) Customer will promptly notify Joist AI of such Claim, (b) Joist AI will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Joist AI may not settle any Claim without Customer’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Customer of all related liability) and (c) Customer reasonably cooperates with Joist AI in connection therewith. If the use of the Joist AI Product by Customer has become, or in Joist AI’s opinion is likely to become, the subject of any claim of infringement, Joist AI may at its option and expense (i) procure for Customer the right to continue using and receiving the Joist AI Product as set forth hereunder; (ii) replace or modify the Joist AI Product to make it non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not reasonably available in Joist AI’s opinion, terminate the applicable Order Form and provide Customer a pro rata refund of any prepaid unused subscription fees corresponding to the terminated portion of the applicable subscription term. Joist AI will have no liability or obligation with respect to any Claim if such Claim is caused in whole or in part by (A) designs, guidelines, configurations, plans or specifications provided by Customer; (B) use of the Joist AI Product by Customer not in accordance with these Terms; (C) modification of the Joist AI Product by or on behalf of Customer; (D) Customer Data, or (E) the combination, operation or use of the Joist AI Product with other products or services where the Joist AI Product would not by itself be infringing (clauses (A) through (E), “Excluded Claims”). This Section states Joist AI’s sole and exclusive liability and obligation, and Customer’s sole and exclusive remedy, for any Claim of any nature related to infringement or misappropriation of intellectual property.
Customer will defend Joist AI against any Claim made or brought against Joist AI by a third party arising out of any Excluded Claims, and Customer will indemnify Joist AI for any damages finally awarded against Joist AI (or any settlement approved by Customer) in connection with any such Claim; provided that (a) Joist AI will promptly notify Customer of such Claim, (b) Customer will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Customer may not settle any Claim without Joist AI’s prior written consent) and (c) Joist AI reasonably cooperates with Customer in connection therewith. Joist AI reserves the right to participate in the defense of any Claim under this Section 7.2 with counsel of its choosing, at Joist AI’s sole cost and expense.
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER THESE TERMS FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF USE, LOST PROFITS OR INTERRUPTION OF BUSINESS, EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE, OR (B) EXCLUDING CUSTOMER’S PAYMENT OBLIGATIONS, ANY AGGREGATE LIABILITY IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENTS GIVING RISE TO THE CLAIM.
The term of these Terms will commence on the Effective Date and continue until terminated as set forth below. The initial term of each Order Form will begin on the Effective Date of such Order Form and will continue for the subscription term set forth therein. Except as set forth in such Order Form, the term of such Order Form will automatically renew for successive renewal terms equal to the length of the initial term of such Order Form, unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
Each party may terminate these Terms upon written notice to the other party if there are no Order Forms then in effect. Each party may also terminate these Terms or the applicable Order Form upon written notice in the event (a) the other party commits any material breach of these Terms or the applicable Order Form and fails to remedy such breach within thirty (30) days after written notice of such material breach or (b) the other party is subject to voluntary or involuntary liquidation, commencement of dissolution proceedings or assignment of substantially all its assets for the benefit of creditors, or if the other party becomes the subject of voluntary or involuntary bankruptcy or similar proceeding that is not dismissed within sixty (60) days.
Upon expiration or termination of these Terms (a) all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such expiration or termination will survive, including the terms and conditions relating to payment, proprietary rights and confidentiality, technology restrictions, disclaimers, indemnification, limitations of liability and termination and the general provisions below, and (b) each receiving party will return or destroy, at the disclosing party’s option, any Confidential Information of such disclosing party in the receiving party’s possession or control.
Upon Customer’s written request made on or prior to expiration or termination of the applicable Order Form, Joist AI will give Customer limited access to the Joist AI Product for a period of up to thirty (30) days after such expiration or termination, at no additional cost, solely for purposes of retrieving Customer Data. Subject to such retrieval period and Joist AI’s legal obligations, Joist AI has no obligation to maintain or provide any Customer Data and will, unless legally prohibited, delete Customer Data after such expiration or termination; provided, however, that Joist AI will not be required to remove copies of the Customer Data from its backup media and servers until such time as the backup copies are scheduled to be deleted, provided further that in all cases Joist AI will continue to protect the Customer Data in accordance with these Terms. For clarity, during the term of the applicable Order Form, Customer may extract Customer Data using Joist AI’s standard web services as described in the Documentation.
Joist AI will, during the term of these Terms, maintain in force the following insurance coverage at its own cost and expense: (a) Statutory Workers Compensation and Employer’s Liability as required by state law with a minimum limit of $1,000,000 each accident / $1,000,000 each disease / $1,000,000 policy limit per occurrence, Disability and Unemployment Insurance, and all other insurance as required by law, including Employer’s Liability Insurance with limits of no less than $1,000,000 per occurrence, or any amount required by applicable law, whichever is greater; (b) Commercial General Liability, on an occurrence basis, including premises-operations, product completed-operations, broad form property damage, contractual liability, independent contractors and personal liability, with a minimum combined single limit of $1,000,000 per occurrence; and (c) Professional Errors and Omissions (including Cyber Liability) coverage covering the Joist AI Product, with coverage limits of not less than $2,000,000 per claim or per occurrence/$2,000,000 in the aggregate, placed either on an “occurrence” basis or on a “claims made” basis.
Joist AI may not refer to Customer’s name and trademarks in Joist AI’s marketing materials, its website or any other publicity without Customer’s prior written consent (which may be by email), which consent shall not be unreasonably withheld, conditioned or delayed.
Neither party may assign these Terms without the prior written consent of the other party, except that either party may assign these Terms without consent to a successor in connection with a change in control, merger, acquisition, or sale of all or substantially all of its assets or business to which these Terms relate. Any attempted assignment in violation of this clause will be null and void. In the case of any permitted assignment or other corporate transaction involving the Customer that materially increases its usage of the Joist AI Product, if an Order Form includes a subscription for unlimited usage of any component of the Joist AI Product, such subscription shall be recalibrated to reflect the monthly average usage by the Customer prior to the transaction, except as otherwise mutually agreed upon in writing. Subject to the foregoing, these Terms will be binding on the parties and their successors and assigns.
No amendment or modification to these Terms, nor any waiver of any rights hereunder, will be effective unless assented to in a writing signed by both parties. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given, and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of these Terms will not be deemed a waiver of future enforcement of that or any other provision.
Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.
If a court of competent jurisdiction determines that any provision of these Terms is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of these Terms will remain in full force and effect and bind the parties according to its terms
These Terms will be governed by the laws of the State of California, exclusive of its rules governing choice of law and conflict of laws. The parties agree that any legal action or proceeding relating to these Terms shall be instituted in the state or federal courts located in San Diego County, California. The parties agree to submit to the exclusive jurisdiction of, and agree that venue is proper in these courts in any such legal action or proceeding. These Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
Any notice required or permitted to be given hereunder will be given in writing (including via email) by personal delivery, certified mail, return receipt requested, or by overnight delivery. Notices to the parties must be sent to the respective address or email address set forth in the Order Form, or such other address or email address designated pursuant to this Section.
These Terms and any Order Form comprise the entire agreement between Customer and Joist AI with respect to the subject matter hereof, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). No oral or written information or advice given by Joist AI, its agents or employees will create a warranty or in any way increase the scope of the warranties in these Terms.
Neither party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations (excluding payment obligations) due to causes beyond its reasonable control (“Force Majeure Event”), including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree. In the event that the party impacted by a Force Majeure Event is unable to continue performance of its obligations for a period of ninety (90) consecutive calendar days, either party may thereafter terminate these Terms upon written notice to the other party.
For purposes hereof, “including” means “including without limitation”.