1. Introduction

• Joby: A field service management (FSM) software provider, operated by Joby LLC.
• Pro: The business entity entering into the Sales Order.
• Sales Order: Agreement to purchase Joby services, executed either online or offline.

2. Acceptance of Terms

• By entering into the Sales Order or using Joby services, Pro accepts and agrees to be bound by these terms.
• Joby may modify these terms at any time by posting the updated version on its website, with changes taking effect 10 days after posting. Pro’s continued use of the Service after such changes constitutes acceptance of the updated terms.

3. Definitions

• Affiliate: Any entity that controls, is controlled by, or is under common control with Joby.
• Content: Includes text, data, information, images, graphics, sounds, videos, code, and similar materials.
• Feature: Any functionality or tool provided by Joby or via Third Party Services.
• Free User: An employee or contractor of Pro who does not have administrative access to the Service but can perform certain tasks.
• Intellectual Property: All inventions, designs, know-how, software, and other similar intellectual property.
• Intellectual Property Rights: All rights associated with Intellectual Property, including patents, copyrights, trademarks, and trade secrets.
• Law: Any applicable statutes, regulations, or legal requirements.
• Personal Data: Any information relating to an identifiable person.
• Privacy Policy: Joby’s privacy policy available at https://www.joby.io/privacy-policy/.
• Pro Content: Content uploaded or transmitted by Pro using the Service.
• Pro User: An individual authorized by Pro to use the Service.
• Service: Joby’s FSM software and related services.
• Service Package: The specific volume and features of the Service purchased by Pro.
• Sensitive Data: Specific categories of data protected under laws such as GDPR and HIPAA.
• Site: https://www.joby.io/
• Third Party Services: Third party services integrated with or accessible via Joby’s Service.
• Update: Upgrades or patches to the Service.
• Joby App: Joby’s mobile application for use with the Service.
• Joby Content: Any content provided by Joby within the Service.

4. Account

• Pro must create an account to access the Service, providing accurate and up-to-date information.
• Pro is responsible for maintaining the security of its account credentials and notifying Joby of any unauthorized access.
• Pro must ensure that each Pro User is made aware of the provisions of this Agreement and the Privacy Policy before authorizing such Pro User to access the Service.
• Pro is responsible and liable for the acts and omissions of each Pro User and Free User.
• Joby reserves the right to disable any username, password, or other identifier if, in Joby’s opinion, Pro has violated any provision of this Agreement.

5. Subscription Rights and Restrictions

• Subscription: Joby grants Pro a non-exclusive, non-transferable license to use the Service for its internal business purposes.
• Free Trial: Joby may offer a limited free trial. After the trial, fees apply unless Pro cancels the service.
• Restrictions: Pro is prohibited from reselling, modifying, decompiling, or reverse engineering the Service. Pro must not: (a) copy, frame, or mirror any part of the Service; (b) use the Service to build a competitive product; (c) interfere with the Service’s integrity or performance; (d) attempt to gain unauthorized access to the Service; or (e) use the Service unlawfully.
• Pro agrees not to use the Service for any illegal or unauthorized purpose, including without limitation, any form of hacking, distributing malware, or other harmful code.

6. Pro Content

• Pro is solely responsible for its content and ensuring it complies with all applicable laws and third-party rights.
• Pro must obtain necessary permissions for the content it uploads.
• Pro agrees not to upload any Sensitive Data unless explicitly required and allowed by the Service.
• Pro grants Joby a worldwide, royalty-free license to use, distribute, reproduce, modify, adapt, and publicly display Pro Content for the purposes of operating and improving the Service.

7. Data Protection and Privacy

• Pro must ensure that its collection and use of Personal Data comply with all applicable data protection laws.
• Pro must obtain all necessary consents from individuals whose Personal Data is uploaded to the Service.
• Joby’s use of Personal Data is governed by its Privacy Policy.
• Pro must notify Joby of any data breaches involving the Service.

8. Third Party Content and Services

• Joby may provide access to third-party content and services but does not endorse or assume responsibility for them.
• Pro’s use of third-party services is subject to the terms and conditions of those services.
• Joby is not responsible for the availability or accuracy of third-party services.

9. Features

• Joby may add, remove, or modify features of the Service at any time without notice.
• Some features may be subject to additional terms and conditions.

10. VoIP Number

• Pro may request a VoIP number, subject to additional terms and fees. Pro must use the VoIP number in compliance with all relevant laws.
• Pro is responsible for all activities conducted through the VoIP number and must not use it for any illegal or unauthorized purpose.
• Joby reserves the right to suspend or terminate the VoIP number for any reason.

11. Joby Genius

• Joby’s AI features, including text generation and transcription, are provided as-is. Pro is responsible for their use and any resulting content.
• Pro must not use Joby Genius to generate content that is illegal, offensive, or infringes on third-party rights.
• Joby disclaims any responsibility for the accuracy or legality of content generated by Joby Genius.

12. Updates and Support

• Joby may provide updates to the Service, which may be automatic or require manual installation.
• Pro agrees to install any required updates to continue using the Service.
• Technical support is available through Joby’s helpdesk or online portal.
• Joby will use commercially reasonable efforts to provide support, but does not guarantee the availability or resolution time of support services.

13. Fees, Payment, and Service Packages

• Pro agrees to pay all fees specified in the Sales Order. Fees are based on the selected Service Package.
• Payment terms, including billing cycles and taxes, are detailed in the Agreement.
• Pro must keep billing information current and notify Joby of any changes.
• All fees are non-refundable and must be paid in advance unless otherwise specified.
• Joby reserves the right to change fees with 30 days’ notice. Continued use of the Service after fee changes constitutes acceptance.

14. JobyPay Payment Services

• Joby may enable Pro to process payments through third-party services like Stripe. Pro must adhere to the terms of these third-party services.
• Pro is responsible for any fees associated with payment processing and any disputes arising from payment transactions.
• Joby is not liable for any issues related to third-party payment services.

15. Disclaimers

• The Service, Joby Content, and third-party content are provided “as is” without any warranties.
• Joby is not liable for any interruptions or technical issues affecting the Service.
• Joby disclaims all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.
• Pro uses the Service at its own risk. Joby does not warrant that the Service will meet Pro’s requirements or that it will be uninterrupted, timely, secure, or error-free.

16. Limitation of Liability

• Joby’s liability is limited to the amount of fees paid by Pro in the three months preceding any claim.
• Joby is not liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, data, or goodwill.
• Joby is not liable for any unauthorized access to or use of Pro’s account, or for any loss or corruption of Pro Content.

17. Indemnification

• Pro agrees to indemnify Joby and its affiliates against any claims, damages, or expenses arising from Pro’s use of the Service or breach of the Agreement.
• Pro agrees to defend Joby against any third-party claims arising from Pro Content, use of the Service, or violation of any law or third-party rights.
• Pro will pay all costs and damages awarded against Joby in such claims.

18. Term and Termination

• The Agreement is effective for twelve months and renews automatically unless terminated by either party.
• Joby may terminate the Agreement for any reason with notice, or immediately for cause.
• Pro may terminate by providing notice but will not receive refunds for any pre-paid fees.
• Upon termination, Pro must cease all use of the Service and delete any Joby Content in its possession.
• Sections of the Agreement that by their nature should survive termination will continue to apply, including provisions on intellectual property, indemnification, and limitation of liability.

19. Governing Law and Dispute Resolution

• The Agreement is governed by California law, and disputes will be resolved in San Diego County, California.
• Any disputes will be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.
• Pro agrees to waive any right to a jury trial or to participate in a class action.

20. General

• This Agreement constitutes the entire agreement between Joby and Pro.
• Joby may assign its rights under the Agreement; Pro may not assign without Joby’s consent.
• Notices to Joby should be sent to info@joby.io.
• The relationship between Joby and Pro is that of independent contractors, not a partnership or joint venture.
• If any provision of the Agreement is found to be invalid or unenforceable, the remaining provisions will remain in effect.
• Joby’s failure to enforce any provision of the Agreement does not constitute a waiver of that provision.

21. Notices

• Joby may provide notices to Pro via email, through the Service, or by other reasonable means. Pro agrees to receive electronic communications and that such communications satisfy any legal requirement for written communication.
• Pro is responsible for ensuring that its contact information is accurate and up to date.

22. Confidentiality

• Pro agrees to keep Joby’s confidential information secret and not to disclose it to any third party without Joby’s prior written consent. Confidential information includes, but is not limited to, trade secrets, business plans, and technical information.
• Pro’s obligation to maintain the confidentiality of Joby’s information will continue after termination of the Agreement.

23. Feedback

• If Pro provides feedback or suggestions about the Service, Joby may use such feedback without obligation to Pro. Pro grants Joby a perpetual, irrevocable, royalty-free license to use and incorporate feedback into the Service and other products.

These detailed terms should provide comprehensive coverage for your business. However, it’s essential to have legal counsel review these terms to ensure they fully protect your interests and comply with all applicable laws.