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Master Subscription Agreement
Last updated on October 22, 2025
Last updated on October 22, 2025
This Master Subscription Agreement (this “Agreement”) is entered into by and between Neovation Corporation, a Manitoba, Canada corporation ("JoySuite" or “Joy”), and the entity or individual agreeing to these terms ("Subscriber"). This Agreement governs Subscriber's access to and use of the JoySuite software-as-a-service platform.
BY CLICKING “I AGREE,” EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR USING THE SERVICE, SUBSCRIBER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, IN WHICH CASE THE TERM “SUBSCRIBER” SHALL REFER TO SUCH ENTITY.
1.1. "Confidential Information" has the meaning set forth in Section 6.
1.2. "Output" means any content, data, or information generated by the Service at the direction of, or in response to a prompt from, Subscriber.
1.3. "Service" means the JoySuite AI-powered knowledge management and learning platform, including all related software, applications, and services provided by JoySuite.
1.4. "Subscriber Content" means any data, information, or material that Subscriber, or any individual authorized by Subscriber, uploads, submits, or stores in the Service.
1.6. "Term" has the meaning set forth in Section 11.1.
1.6. "Usage Data" means data aggregated, anonymized, or de-identified information derived from Subscriber’s interaction with the Service, including data regarding usage patterns, system performance metrics, feature utilization rates, frequency and duration of access, and technical information about devices and connections. Statistical Data does not include any information that could reasonably be used to identify Subscriber or its authorized users or reveal any specific content of Subscriber data.
2.1. Rights of Access and Use. Subject to the terms and conditions of this Agreement, JoySuite hereby grants Subscriber a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Service during the Term, solely for Subscriber's internal business purposes.
2.2 Subcontractors. JoySuite may use subcontractors, subprocessors, and third-party service providers in the performance of its obligations under this Agreement, provided that JoySuite remains responsible for the acts and omissions of its subcontractors to the same extent as if performed by JoySuite itself.
2.3 Third-Party Services. “Third-Party Service” means any product, application, service, software, content, data feed, website, or system that is not provided by JoySuite but that the Service permits Subscriber to access, integrate, or interoperate with—whether access is enabled by JoySuite, by Subscriber, or by a third-party provider.
Third-Party Services are governed exclusively by the license agreements, terms of service, privacy policies, and any other contracts or notices issued by the applicable third-party provider (collectively, “Third-Party Terms”). Subscriber is solely responsible for reviewing, accepting, and complying with all Third-Party Terms. Third-Party Terms do not modify or supplement this Agreement. JoySuite does not control, endorse, or provide any warranties with respect to Third-Party Services, and expressly disclaims all responsibility and liability arising from or relating to such services, including any downtime, data loss, security issues, or failures of interoperability.
JoySuite does not grant Subscriber any intellectual-property or other rights in or to any Third-Party Service, and JoySuite has no obligation to provide maintenance, support, upgrades, or modifications with respect to any Third-Party Service.
3.1. General Restrictions. Subscriber shall not, directly or indirectly: (a) license, sublicense, sell, resell, rent, lease, transfer, assign, or otherwise make the Service available to any third party; (b) modify, copy, or create derivative works based on the Service; (c) reverse engineer, decompile, or disassemble the Service; or (d) use the Service to build a competitive product or service.
3.2. Access Credentials. Subscriber is responsible for maintaining the confidentiality of all usernames and passwords required to access the Service. Subscriber shall notify JoySuite immediately of any unauthorized use of its passwords or any other breach of security.
3.3. Subscriber Responsibility. Subscriber is solely responsible for all Subscriber Content and its use of the Service. Subscriber shall not use the Service to upload, transmit, or store any content that is unlawful, harmful, defamatory, or infringes on the rights of any third party.
3.4. AI Service Restrictions. Subscriber shall not use the Service to: (a) generate or disseminate hate speech, harassing content, or content that promotes discrimination; (b) create or distribute misinformation, disinformation, or malicious code; (c) engage in any activity that infringes upon the rights of others; or (d) attempt to "jailbreak" or otherwise discover the underlying components of the AI models.
4.1. Trial Period. If Subscriber registers for a free trial, JoySuite will make the Service available on a trial basis until the end of the designated trial period. If Subscriber does not purchase a subscription before the end of the trial period, this Agreement will terminate.
4.2. Fees and Taxes. Subscriber shall pay all fees specified in the applicable subscription plan, details of which are available at https://www.JoySuite.com/pricing. All fees are due in accordance with the selected billing cycle. All fees are non-refundable, except as otherwise expressly stated herein. If this Agreement is terminated by Subscriber for cause pursuant to Section 11.2, JoySuite will refund any pre-paid fees covering the remainder of the subscription term.
Except as expressly provided in this Agreement or the terms of your order for the Service, all subscriptions are non-cancellable during the applicable subscription term, and Subscriber remains responsible for all fees for the full duration of the subscription term, regardless of actual usage or early termination by Subscriber for reasons other than cause. All fees are exclusive of any taxes, levies, or duties imposed by taxing authorities ("Taxes"), and Subscriber shall be responsible for payment of all Taxes.
4.3. Invoicing and Payment. Subscriber shall provide JoySuite with complete and accurate billing and contact information. In the event of non-payment, JoySuite may, without limiting its other rights and remedies, suspend or terminate access to the Service.
5.1. JoySuite Intellectual Property. JoySuite retains all right, title, and interest in and to the Service, including all related intellectual property rights. No rights are granted to Subscriber hereunder other than as expressly set forth herein.
5.2. Subscriber Content. As between the parties, Subscriber retains all ownership rights in and to Subscriber Content.
Subscriber hereby grants JoySuite a worldwide, non-exclusive, royalty-free license to use, reproduce, and modify Subscriber Content solely for the purpose of providing and improving the Service for Subscriber. JoySuite will not use Subscriber Content to train JoySuite's general, multi-tenant, or global artificial intelligence models .
5.3. Use of UsageData. Subscriber acknowledges and agrees that JoySuite may generate Usage Data. JoySuite shall own all right, title, and interest in and to Usage Data and may freely use such data for its business purposes, including to improve, test, operate, research, develop, and market its products and services.
5.4. Ownership of Output. As between the parties, and subject to Subscriber's compliance with this Agreement, Subscriber shall own all right, title, and interest in and to Output. Subscriber is solely responsible for its use of Output and must ensure such use complies with all applicable laws and the terms of this Agreement.
5.5 Feedback. If Subscriber or its authorized users provide JoySuite with any suggestions, comments, or other feedback regarding the Service (“Feedback”), JoySuite may use and incorporate such Feedback in its products and services without restriction or compensation to Subscriber. Subscriber grants JoySuite a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and otherwise exploit Feedback for any purpose.
Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical, or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use or divulge to any third person any such Confidential Information, except as expressly permitted herein. This obligation shall continue for three (3) years following the termination of this Agreement.
7.1. Security Safeguards. JoySuite will implement and maintain reasonable administrative, physical, and technical safeguards consistent with industry best practices to protect the security, confidentiality, and integrity of Subscriber Content.
7.2. Third-Party Infrastructure. Subscriber acknowledges that JoySuite utilizes third-party service providers (e.g., Amazon Web Services, Microsoft Azure, Google Cloud Platform) for server, storage, and infrastructure. Primary storage and processing of Subscriber Content will occur within Subscriber's selected tenant region; however, some non-persistent data processing may be performed outside such region to provide specialized functions or improve performance.
7.3. Security Breach Notification. In the event of a security breach involving Subscriber Content, JoySuite shall notify Subscriber upon becoming aware of the breach, pursuant to applicable regulatory requirements.
7.4. Data Backup. JoySuite will perform daily backups of Subscriber Content. Notwithstanding the foregoing, Subscriber is responsible for maintaining its own copies of Subscriber Content.
7.5 Prohibited Data. Subscriber shall not upload to the Service, and shall ensure that none of its authorized users upload, any data that is subject to special legal protections under applicable laws, including but not limited to health records, social insurance or social security numbers, full payment card numbers, or other sensitive personal information (“Prohibited Data”), without JoySuite’s prior written consent. JoySuite shall have no liability for any Prohibited Data uploaded in violation of this provision and may delete such data upon notice to Subscriber.
8.1. JoySuite Warranties. JoySuite warrants that the Service will perform in substantial conformance with its applicable official documentation.
8.2. Subscriber Warranties. Subscriber warrants that it has the legal right and authority to enter into this Agreement and that its use of the Service and all Subscriber Content will comply with all applicable laws and will not infringe upon the rights of any third party.
8.3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 8.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." JoySuite MAKES NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SUBSCRIBER ACKNOWLEDGES THAT THE SERVICE UTILIZES ARTIFICIAL INTELLIGENCE AND THAT ANY OUTPUT MAY CONTAIN INACCURACIES OR ERRORS. SUBSCRIBER IS SOLELY RESPONSIBLE FOR REVIEWING, EDITING, AND VALIDATING ALL OUTPUT FOR ACCURACY AND APPROPRIATENESS BEFORE ANY USE OR DISTRIBUTION.
IN NO EVENT SHALL JoySuite, ITS AFFILIATES, OR THEIR RESPECTIVE LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, PROFITS, OR DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED. JoySuite’S, IT’S AFFILIATES, AND THEIR RESPECTIVE LICENSORS TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL IN NO EVENT EXCEED THE TOTAL FEES PAID BY SUBSCRIBER TO JoySuite DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
10.1. Indemnification by JoySuite. JoySuite shall defend Subscriber against any third-party claim alleging that Subscriber's use of the Service infringes a third party’s intellectual property rights and shall indemnify Subscriber for any damages finally awarded against Subscriber as a result of such claim. If the Service is, or in JoySuite’s reasonable opinion is likely to be, subject to a claim of intellectual property infringement, JoySuite may, at its sole option and expense: (i) procure for Subscriber the right to continue using the Service; (ii) replace or modify the affected part of the Service so that it becomes non-infringing; or (iii) if neither (i) nor (ii) is commercially reasonable, terminate Subscriber’s access to the Service upon written notice and refund any prepaid, unused fees. THIS SECTION STATES SUBSCRIBER’S SOLE AND EXCLUSIVE REMEDY, AND JoySuite’S ENTIRE LIABILITY, FOR ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT RELATING TO THE SERVICES.
10.2. Indemnification by Subscriber. Subscriber shall defend JoySuite against any third-party claim alleging that Subscriber Content, Output, or Subscriber’s use of the Service, infringes a third party’s intellectual property rights or violates applicable law, and shall indemnify JoySuite for any damages finally awarded against JoySuite as a result of such claim.
11.1. Term. This Agreement commences on the date Subscriber first accepts it and continues until all subscriptions hereunder have expired or have been terminated (the "Term").
11.2. Termination. Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach (if capable of being cured) within thirty (30) days of receipt of written notice of the breach.
11.3. Effect of Termination. Termination of this Agreement is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. Upon termination, Subscriber shall immediately cease all use of the Service and remain liable for any accrued charges. Subscriber Content will be deleted from live systems; however, residual copies may remain in backup systems for up to six (6) months before being permanently deleted.
11.4. Survival. All disclaimers and limitations of liability, any provisions that provide for ongoing rights or obligations of the parties following termination or expiration, and the following Sections shall survive the expiry or termination of this Agreement for any reason: 1, 4, 5, 6, 8, 9, 10, 11.4, and 14.
In the event of a material breach by Subscriber that is not cured within the period set forth in Section 11.2, or in the event of Subscriber's insolvency, JoySuite may, at its sole discretion, immediately suspend or terminate this Agreement and Subscriber's use of the Service. Subscriber acknowledges that its breach may cause irreparable harm to JoySuite, and accordingly, JoySuite shall have the right to seek immediate injunctive relief in addition to any other available remedies.
13.1. Support. Subscriber must make all reasonable efforts to investigate and diagnose technical problems before contacting JoySuite. Support requests may be submitted to [Your Support Email/Portal].
13.2. Service Availability. While JoySuite intends for the Service to be available 24 hours a day, 7 days a week, the Service may be unavailable for maintenance or other development activity. JoySuite will use commercially reasonable efforts to make the Service available with an uptime of at least 99.5% during each calendar month, excluding scheduled maintenance and circumstances beyond JoySuite’s reasonable control. For current and historical status information, please visit status.JoySuite.com.
14.1. Entire Agreement. This Agreement, together with the JoySuite Privacy Policy, constitutes the entire agreement between the parties and supersedes all prior agreements and representations.
14.2. Waiver. No waiver of any breach of this Agreement shall constitute a waiver of any other breach. No waiver will be effective unless made in writing.
14.3. Force Majeure. Neither party will be liable for any delay or failure in performance of its obligations due to any cause outside its reasonable control, excluding payment obligations.
14.4. Assignment. Subscriber may not assign or transfer any rights under this Agreement without JoySuite’s prior written consent. However, Subscriber may assign this Agreement without JoySuite’s consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or business to which this Agreement relates, provided that the assignee agrees in writing to be bound by the terms of this Agreement. This Agreement may be assigned by JoySuite.
14.5. Severability. If any provision of this Agreement is held to be invalid or unenforceable, that provision will be replaced with a provision that, as far as possible, accomplishes the original purpose, and the remainder of the Agreement will remain in full force.
14.6. Notices. Any notice under this Agreement must be in writing by email and will be deemed given on transmission. Notices to JoySuite must be sent to [Your Contact Information]. Notices to Subscriber will be sent to the email address provided during registration.
14.7. No Third-Party Beneficiaries. A person who is not a party to this Agreement has no right to enforce any term of this Agreement.
14.8. Dispute Resolution. In the event of a dispute, the parties shall first attempt to negotiate a resolution in good faith between designated managers. If unresolved, the matter shall be escalated to senior executives. If the dispute remains unresolved, each party may pursue all available remedies. WE EACH AGREE THAT ANY DISPUTE MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
14.9. Governing Law and Jurisdiction. This Agreement shall be governed by the laws of the applicable jurisdiction as set forth herein. Any legal action shall be conducted (i) in the Courts of Manitoba, Canada, if Subscriber’s principal place of business is in Canada, or (ii) in the Courts of Delaware, U.S.A., for all other Subscribers. The parties consent to the exclusive personal jurisdiction of such courts.
14.10. Changes to Agreement. JoySuite reserves the right to modify this Agreement. JoySuite will provide at least thirty (30) days' notice of any material changes.
14.11 Export Controls. Subscriber shall comply with all applicable export control and economic sanctions laws and regulations of Canada, the United States, and any other relevant jurisdiction in connection with its activities under this Agreement. Subscriber shall not export, re-export, or transfer any part of the Service or related technical data in violation of such laws.
14.11 Marketing. Subscriber grants JoySuite the right to identify Subscriber as a customer and to use Subscriber’s name and logo in JoySuite’s marketing materials, website, and customer lists, provided that such use is in accordance with Subscriber’s reasonable trademark usage guidelines. Subscriber may withdraw this permission at any time by providing written notice to JoySuite.
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