JourneyApps Terms of Service

Last updated: June 18, 2020

BY CLICKING THE “I ACCEPT” CHECKBOX DISPLAYED AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING JOURNEYAPPS CLICKWRAP AGREEMENT (“AGREEMENT”). THIS AGREEMENT GOVERNS YOUR USE OF JOURNEY MOBILE INCORPORATED’S CLOUD PLATFORM, ASSOCIATED APPLICATIONS AND DOCUMENTATION (COLLECTIVELY, THE “PLATFORM OFFERING”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MAY NOT USE THE PLATFORM OFFERING. IF YOU ARE ACCESSING THE PLATFORM OFFERING ON A PAID OR UNPAID TRIAL, EVALUATION OR DEMONSTRATION BASIS, 1) JOURNEYAPPS RESERVES THE RIGHT TO TRACK AND VIEW ALL DATA AND SYSTEM USAGE OF THE PLATFORM OFFERING DURING THE TRIAL PERIOD; 2) THE PLATFORM OFFERING IS PROVIDED “AS IS” AND ALL WARRANTIES ARE DISCLAIMED; AND 3) THIS AGREEMENT AND ACCESS TO THE PLATFORM OFFERING MAY BE TERMINATED BY EITHER PARTY AT ANY TIME. ALL TRIALS, EVALUATIONS AND DEMONSTRATIONS OF THE PLATFORM OFFERING MUST BE IN A NON-PRODUCTION ENVIRONMENT, UNLESS CLEARLY INDICATED OTHERWISE.

This Platform Subscription Agreement (“Subscription Agreement”) is by and between Journey Mobile, Incorporated, with its principal offices at 1614 15th Street, Suite 300, Denver, CO 80202 (“JourneyApps”) and the Customer identified on the applicable Order Form. This Subscription Agreement is effective as of the date the Customer clicks the “I Accept” checkbox associated with this Subscription Agreement, or the date set forth on the Order Form, if applicable (“Effective Date”). JourneyApps and Customer may be referred to individually as a “Party” or jointly as the “Parties.”

1.1 “Acceptable Use Policy” means the policy that sets forth the principles, guidelines and requirements governing the use by Customer of the Platform and Applications, available at www.journeyapps.com/acceptable-use-policy.
1.2 “Application” means a custom software application developed, operated and maintained using the Platform.
1.3 “Application Code” means the domain-specific language (DSL) source code included in an Application which has been written exclusively as a result of the existence of this Subscription Agreement, excluding the Platform Code.
1.4 “Business Day” means Monday to Friday, 9am to 5pm Mountain Time, excluding USA federal holidays.
1.5 “Confidential Information” means the information described in Section 10.
1.6 “Customer Data” means all data, information or material that a User submits to the Platform in the course of using an Application and/or the Platform.
1.7 “Customer IP” means, with respect to this Subscription Agreement:
1.7.1
1.7.2
1.7.3
1.8 “Documentation” means the contents provided under the documentation section of the JourneyApps website (https://docs.journeyapps.com), or other URL as notified to the Customer in writing from time to time.
1.9 “First-Line Support” means technical support provided to Users to address common issues and “How-To” questions.
1.10 “JourneyApps IP” means the Platform, the Platform Code, all Platform Enhancements and all copies and portions thereof and all proprietary rights thereto, including the functionality, design, look and feel thereof, whether or not incorporated into an Application.
1.11 “Order Form” means a written ordering document or online order for the procurement of the Services.
1.12 “Password” means a sequence of alphanumeric characters in the form of a login ID, User password and/or Customer ID that permit access to the Platform and/or an Application, and password reset questions and answers which allows Customer to automatically reset Passwords.
1.13 “Payment Default” means that JourneyApps has not received Customer’s payment of a particular invoice within ten (10) Business Days following the payment due date specified on the invoice in accordance with the terms of an Order Form.
1.14 “Platform” means JourneyApps’ proprietary web-based, cloud hosted technology platform together with the format, content, look and feel, sequence and functionality thereof, and the software application development tools and source code therein, including the Platform Enhancements, that enables the development and hosting of custom software applications in the cloud.
1.15 “Platform Code” means any source code or object code of JourneyApps or its licensors included in the Platform, including, but not limited to, the graphical user interface of the Platform functionality, design, look and feel of standard Platform components not developed exclusively in terms of an Order Form, whether or not incorporated into an Application.
1.16 “Platform Enhancement” means a maintenance release of the Platform, containing one or more bug fixes and/or one or more minor or major pieces of functionality, or derivative works of the Platform by whoever made and whether or not such Platform Enhancements incorporate or are based on any information gained as a result of this Subscription Agreement or any Order Form.
1.17 “Platform Offering” means a cloud subscription service, consisting of (i) access to the Platform, (ii) the Support, (iii) the hosting of Applications and Customer Data on the Servers, and (v) the Documentation, and (vi) any other services as JourneyApps may decide, at its sole discretion, to incorporate into the Platform Offering and provide to Customers from time to time.
1.18 “Professional Services” means (i) the training of Developer Users in the use of the Platform, (ii) consulting services related to the use of the Platform and the development of Applications, and (iii) any other services agreed to between the Parties from time to time.
1.19 “Professional Services Fee” means the non-recurring fee for Professional Services, as set forth in an Order Form.
1.20 “Servers” means the third-party cloud computers on which the Platform operates.
1.21 “Services” means the Platform Offering together with the Professional Services.
1.22 “Subscription” means the procurement of the Platform Offering, which is limited to the term set forth in the applicable Order Form.
1.23 “Subscription Fee” means the recurring fee for the Platform Offering.
1.24 “Subscription Plan” means the specific features and functionality of the Platform, and the specific Services, that the Customer may access and use and that JourneyApps is obligated to provide, as set forth in an Order Form.
1.25 “Support” means the technical support for the Platform provided to Customer Helpdesk and Customer Developer Users by JourneyApps, according to the service levels set forth in Appendix A, including bug-fixes, but excluding Platform Enhancements.
1.26 “User” means any employee, customer or contractor of Customer authorized by Customer to access and use the Platform for the purpose of either (i) developing and maintaining an Application as a software developer (“Developer User”), or (ii) operating an Application as an end-user (“Application User”).
2.1 Subject to the terms of this Subscription Agreement and the applicable Order Form, JourneyApps grants to Customer a limited, non-transferable, non-exclusive right to access, and allow its authorized Users to access, the Platform Offering, solely for the purpose of developing, maintaining, hosting and operating one or more Applications in the cloud.
2.2 Other than the foregoing right in Section 2.1, nothing in this Subscription Agreement shall be construed to grant to Customer, or any other person a right or license to access or use the Platform or any software or technology used by JourneyApps. JourneyApps retains all right, title, and interest in and to the Platform, including without limitation, all software incorporated into or used by the Platform, and this Subscription Agreement does not grant to Customer any intellectual property rights in the Platform or any of its components.
2.3 Customer and Customer Affiliates shall not —
2.3.1
2.3.2
2.3.3
2.3.4
3.1 Subject to the terms of the applicable Order Form, Users may access the Platform:
3.1.1
3.1.2
3.2 Access to certain features and functionality of the Platform may be limited, depending on the Subscription Plan purchased by the Customer as set forth in the Order Form.
3.3 Access to the Platform, and therefore any Application, is limited to the maximum number of Users authorized to do so under an Order Form.
3.4 JourneyApps may enhance and update the Platform at its sole discretion on an on-going basis. JourneyApps makes no representation regarding the nature and timing of Platform Enhancements, if any.
4.1 Payment Terms. All fees are due and payable according to the terms of the Order Form. The fees set forth in an Order Form are exclusive of any sales, use or excise taxes. Any taxes, fees, duties or surcharges levied by any federal, state or local government entity as a result of the use of the Platform are the responsibility of Customer. Specifically excluded are taxes assessed solely on the basis of JourneyApps’ total revenues, income or net worth.
4.2 Subscription Fees. Subscription Fees are calculated based on (i) the Subscription Plan selected by the Customer, and (ii) the maximum number of Users who may be assigned unique login credentials and authorized to access the Platform in either the “staging” or “production” environments, irrespective of the actual number of Users who access the Platform at any given time. User rights may be reassigned from one person authorized to be a User to another person authorized to be a User from time to time as changes in Customer personnel or other business requirements necessitate. Except as otherwise limited by the Subscription Plan, or otherwise described in an Order Form, each User may make unlimited use of the Platform Offering from any location worldwide.
4.3 Payment Default. If Customer is in Payment Default and has been notified by JourneyApps of such Payment Default and fails to cure the Payment Default within ten (10) Business Days of receiving such notification, then JourneyApps reserves the right to suspend or terminate Customer’s access to the Platform until the Payment Default is cured. In the event that Customer subsequently cures the Payment Default, JourneyApps shall lift the suspension within twenty-four (24) hours after receiving payment from Customer. Suspension for Payment Default will not relieve Customer from its obligation to pay amounts due.
4.4 Fee Revision. JourneyApps shall have the right to review and revise the Subscription Fees at any time, which change shall be effective as of the Subscription renewal date following the fee revision.
5.1 Term. This Subscription Agreement shall commence on the Effective Date and, unless terminated earlier as set forth below, shall continue for the duration of any subscription purchased in an applicable Order Form. Subscriptions automatically renew for successive terms, unless and until terminated according to the terms of the Order Form.
5.2 Termination for Breach. Either Party is entitled to terminate this Subscription Agreement in whole or in part, if the other Party commits a material breach of any of its obligation(s) under this Subscription Agreement and does not remedy such breach within twenty (20) calendar days of receiving a written notice requesting that such Party remedy the breach.
5.3 Termination Due to Payment Default. In the event of Payment Default which remains uncured for more than ten (10) calendar days after notification from JourneyApps, JourneyApps may terminate this Subscription Agreement, by providing at least ten (10) calendar days’ prior written notice to Customer.
5.4 Termination for Convenience. Either Party may terminate this Subscription Agreement for convenience prior to the end of the applicable Term.
5.5 Termination for Violation of Acceptable Use Policy. If JourneyApps, in its sole and reasonable discretion, determines that any User is violating the Acceptable Use Policy, is using the Platform for purposes or in a manner not intended, or otherwise is conducting itself in a manner that could reasonably be anticipated to adversely affect the reputation of JourneyApps or that adversely affects the Platform or the use of the Platform by other JourneyApps customers, then JourneyApps will have the right to terminate immediately and without notice the Passwords and account of the offending User and re-activate said Password and User account only after receiving satisfactory evidence from Customer that such violation has been cured.
5.6 Effect of Termination. Upon termination of this Subscription Agreement, Customer’s and all Users’ access to the Platform, and consequently any Application operated on the Platform, shall immediately cease, and JourneyApps will terminate all User Passwords, accounts and use of the Platform, and shall cease providing the Services.
6.1 Customer, and not JourneyApps, is responsible for training Application Users in the use of each Application and providing Application Users with First-Line Support. Platform Support is provided by JourneyApps to Developer Users only.
6.2 Customer agrees that JourneyApps shall have the right to use, in any manner and for any purpose, any information about the Platform gained as a result of any User’s use of an Application or the Platform. Such information shall include, without limitation, changes, modifications and corrections to the Platform, Application and customer service, help desk and IT metrics, general benchmarks, standards and best practices.
6.3 Customer and all its Users’ use of an Application and the Platform will comply with all terms of this Subscription Agreement and any applicable Order Form, including the Acceptable Use Policy.
6.4 Customer and JourneyApps will each comply with all (i) relevant export laws and regulations of the United States and, to the extent applicable, export and import regulations in other countries or territories (“Export Laws”) to ensure that neither the Platform nor any Application is used with respect to any encryption products, or otherwise to export, directly or indirectly, any item or data in violation of Export Laws; and (ii) all applicable local, state, national and foreign laws, treaties and regulations in connection with the use of any Application or the Platform, including those related to data privacy, international communications and transmission of technical or personal data.
6.5 Customer shall notify JourneyApps promptly of any unauthorized use of any Password or account or any other known or suspected breach of security, and shall notify JourneyApps promptly and use reasonable efforts to stop immediately any copying or distribution of the Platform Code or JourneyApps’ Confidential Information that is known or suspected by Customer or any User.
6.6 Customer shall ensure that no person who accesses an Application or the Platform through the use of a Password issued to a User will impersonate another User of an Application or the Platform or provide false identity information to gain access to or use an Application or the Platform.
6.7 JourneyApps does not own or have any responsibility for any Customer Data. As between Customer and JourneyApps, Customer shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and intellectual property ownership or right to use of all Customer Data, and JourneyApps shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data, except as a result of the gross negligence of JourneyApps or its sub-contractors.
7.1 As between the Parties, the JourneyApps IP, are, and at all times will remain, the exclusive property of JourneyApps. Nothing in this Subscription Agreement or an Order Form shall be construed to transfer to Customer, any User or any other person any ownership interest in any of the foregoing. JourneyApps reserves all rights to the foregoing that are not specifically granted to Customer in this Subscription Agreement.
7.2 The Customer IP and the Customer Data will at all times remain the exclusive property of the Customer.
7.3 JourneyApps represents to Customer that JourneyApps has the right to provide access to the Platform to Users on the terms and conditions stated in this Subscription Agreement, and that, to JourneyApps’ knowledge, a User’s use of the Platform on the terms and conditions stated herein will not violate any patent, copyright, trademark or other intellectual property right of any third party.
7.4 Except as expressly permitted by this Subscription Agreement, Customer shall not:
7.4.1
7.4.2
7.4.3
7.5 Except as expressly permitted by this Subscription Agreement or otherwise required to provide the Services, JourneyApps shall not:
7.5.1
7.5.2
8.1 JourneyApps will maintain an annual Service Organization Control (SOC) Report (or other similar or replacement report as the industry adopts) in connection with the Platform Offering (“SOC Report”). Subject to agreed upon usage terms, JourneyApps will provide Customer with JourneyApps’ then current SOC Report. During the term of this Subscription Agreement, JourneyApps will maintain such security measures identified in the then current SOC Report or, if JourneyApps determines that more effective measures should be implemented, apply such replacement security measures. Customer may perform security testing with respect to the Platform Offering, but only with JourneyApps’ prior written consent, not to be unreasonably withheld.
9.1 Customer authorizes JourneyApps to use one or more internationally recognized and reputable cloud storage and processing providers, including Amazon Web Services, Inc. and Microsoft Azure (each a “Sub-Processor”) to store and process Customer Data on its behalf for the sole purpose of providing the Platform Offering to Customer.
9.2 JourneyApps shall enter into and maintain binding agreements with each Sub-Processor which provides for the Sub-Processor’s compliance with the terms of this Subscription Agreement, the European Union’s General Data Protection Regulation (GDPR) (EU) 2016/679 (the “EU GDPR”) and all other data protection legislation applicable to the Services.
9.3 JourneyApps may transfer Customer Data across international borders only if required to provide the Platform Offering or to improve data security, unless an Order Form, an addendum to this Subscription Agreement or any data protection legislation, including the EU GDPR, prohibits such a transfer or specifies that Customer Data must be stored in a specific country. Notwithstanding the foregoing, and subject to compliance with all applicable laws, JourneyApps may transfer Customer Data across international borders upon written consent from Customer.
10.1 Each Party agrees to keep confidential and not disclose or use, except in performance of its obligations under this Subscription Agreement, confidential or proprietary information related to the other party’s technology or business (collectively, “Confidential Information”) that the receiving party learns in connection with this Subscription Agreement.
10.2 JourneyApps’ Confidential Information includes, but is not limited to, the pricing and terms and conditions of this Subscription Agreement (and any Order Form under it), Passwords, its features and mode of operation, trade secrets, know-how, inventions (whether or not patentable), techniques, processes, programs, ideas, algorithms, schematics, testing procedures, Platform design and architecture, the Platform Code, know-how, format, database structure or maintenance, underlying ideas, underlying design techniques, underlying user interface techniques or algorithms, internal documentation, design and function specifications, product requirements, problem reports, analysis and performance information, documentation, and other technical, business, product, marketing and financial information, plans and data of the Platform.
10.3 Customer’s Confidential Information includes, but is not limited to, Customer Data and Customer IP.
10.4 Each Party agrees to hold the Confidential Information in strictest confidence and shall not use (except as expressly authorized by this Subscription Agreement) or disclose Confidential Information without the prior written consent of the other Party during the term of this Subscription Agreement and for a period of three (3) years after the termination of this Subscription Agreement (and any Order Form under it).
10.5 Confidential Information shall not include information the receiving Party can document —
10.5.1
10.5.2
10.5.3
10.5.4
10.6 Each Party, with prior written notice to the disclosing Party, may disclose such Confidential Information that is required to be disclosed pursuant to the lawful requirement or request of a governmental entity or agency, provided that reasonable measures are taken at the disclosing Party’s expense to guard against further disclosure, including without limitation, seeking appropriate confidential treatment or a protective order, or assisting the other Party to do so.
THE PLATFORM OFFERING IS PROVIDED AS IS WITH NO WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES ARE DISCLAIMED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
JOURNEYAPPS DOES NOT MONITOR OR EXERCISE CONTROL OVER THE CONTENT OF THE INFORMATION TRANSMITTED THROUGH ITS PLATFORM. USE OF ANY APPLICATION AND THE PLATFORM OR ANY INFORMATION THAT MAY BE OBTAINED THEREFROM IS AT CUSTOMER’S RISK. JOURNEYAPPS SHALL NOT BE LIABLE FOR ANY LOSS OF DATA WHETHER RESULTING FROM DELAYS, CORRUPTION OF DATA, SERVICE INTERRUPTIONS OR OTHERWISE. IN NO EVENT SHALL JOURNEYAPPS BE LIABLE FOR ANY DAMAGES, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), INCLUDING BUT NOT LIMITED TO DIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, INCIDENTAL AND INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOSS OF PROFITS OR LOSS OF REVENUE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE, THE RESULTS OF USE OR THE INABILITY TO USE THE PLATFORM OR ANY APPLICATION BY CUSTOMER OR ANY USER.
13.1 Customer shall indemnify, defend and hold harmless JourneyApps and its officers, directors, shareholders, employees and affiliates (collectively, “Indemnitees”) from and against any and all claims, demands, judgments, suits, actions, damages, liability, losses and expenses (including attorneys’ fees and litigation costs) that any Indemnitee may incur as a result of Customer’s or a User’s breach of this Subscription Agreement or any User’s use of or inability to use the Platform or any Application.
13.2 JourneyApps shall defend or settle any claim brought against Customer by a third party that the Platform, when used in accordance with the terms and conditions of this Subscription Agreement, violate any patent, copyright, trademark or other intellectual property right of any third party, provided JourneyApps shall retain sole control over the defense and settlement thereof, and provided Customer gives JourneyApps prompt notice of any such claim and provides reasonable cooperation to JourneyApps at JourneyApps’ expense in the investigation and defense of such claim.
13.3 If JourneyApps believes, in its sole discretion, that the Platform infringes a third party’s intellectual property rights, then JourneyApps may, at its sole and absolute discretion and at its expense:
13.3.1
13.3.2
13.3.3
13.3.4
13.4 JourneyApps shall have no obligation to indemnify Customer pursuant to this Section 13 with respect to the Platform, or portions or components thereof, to the extent that the claim of infringement relates to portions or components (i) not supplied by JourneyApps, (ii) made in whole or in part in accordance with Customer specifications, or (iii) combined with other products, processes or materials where the alleged infringement would not have occurred without such combination.
13.5 THE FOREGOING PROVISIONS OF THIS SECTION 13 STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF JOURNEYAPPS, AND THE EXCLUSIVE REMEDY OF CUSTOMER, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT.
14.1 Governing Law and Arbitration. This Subscription Agreement shall be deemed to have been concluded in, and shall be construed pursuant to the laws of, the State of Delaware and the United States without regard to conflict of laws provisions thereof. This Subscription Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is expressly excluded. Any controversy or claim arising out of or relating to this Subscription Agreement, or the breach thereof, will be fully and finally settled by binding arbitration in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) of the JAMS/Endispute or any successor entity. The arbitration will be held in Denver County, Colorado.
14.2 Relationship. Notwithstanding any provision hereof, for all purposes of this Subscription Agreement, each Party shall be and act as an independent contractor and not as a partner, joint venture or agent of the other and shall not bind nor attempt to bind the other to any contract.
14.3 Severability. If any provision of this Subscription Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Subscription Agreement shall otherwise remain in full force and effect and enforceable.
14.4 Waiver. Any waivers or amendments shall be effective only if made in writing and signed by both Parties. The waiver by either Party of a breach of this Subscription Agreement or any right hereunder shall not constitute a waiver of any subsequent breach of this Subscription Agreement; nor shall any delay by either Party to exercise any right under this Subscription Agreement operate as a waiver of any such right.
14.5 Assignment and Subcontractors. This Agreement shall be binding and inure to the benefit of the Parties and their respective and permitted successors and assigns. JourneyApps may use subcontractors to assist in performing its obligations under this Subscription Agreement, provided JourneyApps remains responsible for any subcontractor’s compliance with the applicable terms of this Subscription Agreement. Neither Party may assign this Subscription Agreement without the consent of the other Party, except in the event of a corporate reorganization, merger, acquisition, or sale of all or substantially all of such Party’s assets.
14.6 Entire Agreement. This Subscription Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Subscription Agreement. This Agreement may be amended only through a written agreement signed by duly authorized representatives of the Parties. If an Order Form conflicts with this Subscription Agreement, thisSubscription Agreement shall take precedence unless the Order Form expressly identifies select provisions of this Subscription Agreement to be superseded. The terms of any purchase order supplied to JourneyApps will be null and void.
14.7 Force Majeure. JourneyApps shall not be deemed to be in default of any provision of this MSA or be liable for any delay, failure of performance or interruption of the Platform and any Application resulting directly or indirectly from any of the following, without limitation: acts of any governmental body; war; insurrection; sabotage; terrorism; embargo; fire, flood, earthquake, viral or bacterial outbreak, epidemic or pandemic, or other acts of God; strike or other labor disturbance; interruption of or delay in transportation; unavailability or interruption or delay in telecommunications or third party services (including DNS propagation); failure of third party software or hardware or inability to obtain raw materials; supplies; or power used in or equipment needed for provision of the Platform and/or an Application.
14.8 Signature/Counterparts. The Parties agree that electronic signature shall be valid signatures for all purposes hereunder and shall bind the Parties. This Subscription Agreement and any documents related hereto may be executed in counterparts.
14.9 Survival. Provisions herein which by their nature extend beyond the termination of this Subscription Agreement shall remain in effect until fulfilled.
14.10 Notices. Any notice, report, approval or consent required or permitted hereunder shall be in writing and will be deemed to have been duly given if delivered personally, or via e-mail or certified mail, postage prepaid, in each case, to the respective addresses of the parties as set forth in this Subscription Agreement.
14.11 Equitable Relief. In the event of a material breach of this Subscription Agreement adversely affecting JourneyApps’ proprietary rights in the Platform or its Confidential Information, that would cause irreparable injury to JourneyApps for which monetary damages would not be an adequate remedy, JourneyApps shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law or equity.
14.12 Internet. Customer acknowledges and agrees that the ability of Customer to access any Application or the Platform is subject to the availability of connection services to and within the Internet and to other network functions within and around the Internet and that the Internet by its nature is not fault-tolerant. Notwithstanding any other provision of this Subscription Agreement, JourneyApps will not be responsible or liable for:
14.12.1
14.12.2
14.12.2

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