Yulio Terms of Service and End-user License Agreement.
THESE TERMS OF SERVICE AND END-USER LICENSE AGREEMENT (THE "AGREEMENT") CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND YULIO TECHNOLOGIES INC., AN ONTARIO CORPORATION, AND ITS SUBSIDIARIES, AFFILIATES, AGENTS, AND/OR ASSIGNS ("YULIO", "WE" OR "US") FOR YOUR USE OF THE WEBSITES OPERATED BY US (THE "WEBSITE"), THE YULIO™ SERVICE (THE "SERVICE") AND THE YULIO™ MOBILE EDITION APPLICATION FOR MOBILE COMPUTING DEVICES (THE "APPLICATION") AND THE SERVICES MADE AVAILABLE BY OR THROUGH THE APPLICATION.
BY ACCESSING THE WEBSITE, USING ANY OF OUR SERVICES, DOWNLOADING, INSTALLING, COPYING AND/OR USING THE APPLICATION YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT IN RESPECT OF YOUR USE OF THE WEBSITE, THE SERVICE AND/OR THE APPLICATION.
IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN DO NOT ACCESS THE WEBSITE, USE THE SERVICE OR DOWNLOAD, INSTALL, COPY AND/OR USE THE APPLICATION.
YULIO MAY MAKE CHANGES TO THE WEBSITE, THE APPLICATION OR THE SERVICE AT ANY TIME. YULIO MAY MAKE CHANGES TO THE TERMS OF THIS AGREEMENT AT ANY TIME. IF YULIO MAKES ANY CHANGES TO THE APPLICATION, THE SERVICE, OR THIS AGREEMENT, WE WILL POST A CHANGE NOTICE ON THE WEBSITE AND WE MAY SEND REGISTERED MEMBERS AN EMAIL NOTICE OF THE CHANGE. YOUR CONTINUED USE OF THE SERVICE AND/OR APPLICATION AFTER SUCH CHANGES HAVE BEEN POSTED MEANS THAT YOU AGREE TO THE NEW TERMS EVEN IF YOU HAVE NOT REVIEWED THEM.
SOME OF OUR SERVICES MAY HAVE ADDITIONAL RULES, POLICIES, AND PROCEDURES ("ADDITIONAL TERMS"). WHERE ADDITIONAL TERMS APPLY, WE WILL MAKE THEM AVAILABLE FOR YOU TO READ THROUGH IN CONNECTION WITH YOUR USE OF THAT SERVICE. BY USING THAT SERVICE, YOU AGREE TO THE ADDITIONAL TERMS.
1. ACCEPTABLE USE OF THE SERVICE AND APPLICATION
Your use of the Application, the Service and the licenses granted herein shall be entirely subject to your compliance with the following:
a. You will at all times comply with, and will not circumvent or attempt to circumvent, the terms of the Yulio Acceptable Use Policy at https://yulio.com/use-policy/;b. You will not violate, infringe, or misappropriate other people's intellectual property, privacy, publicity, or other legal rights;c. You may not copy or reproduce any portion of the Application;d. You may not distribute, share through any information network, transfer, sell, lease or rent the Application or any part of it to any other person;e. You may not change, alter, modify or create derivative works, enhancements, extensions or add-ons to the Application or any part of it;f. You may not decompile, reverse engineer or disassemble the Application or any part of it;g. You will at all times comply with, and will not circumvent or attempt to circumvent, any of the restrictions on use set forth anywhere in this Agreement; orh. You will not use the Application or Service to (i) violate any laws or regulations; (ii) infringe the intellectual property or other rights of third parties; or (iii) transmit any materials that contain viruses or other harmful computer code or files such as Trojan Horses, worms or time bombs.
2. LICENSE TO THE APPLICATION
If you elect to download the Application, the following applies:
a. Provided that you continue to comply with the terms of this Agreement, Yulio hereby grants you (i) a limited, non-exclusive and non-transferable right to install and use the Application on one mobile computing device, (ii) a limited, personal, non-exclusive and non-transferable right to use the Service through the Application in accordance with the Agreement. Yulio is entitled to refuse, restrict, limit, suspend and/or interfere or interrupt the Application or any part thereof without any notice to you, in order to install a patch, revise, update, replace, repair, improve, and/or upgrade the Application, or for any other reason.b. For the purposes of this Agreement, "Application" includes any patches, revisions, updates, upgrades or replacements of the Application (the "Revisions") that may be delivered to you or that you may receive. You also agree that upon the installation of any Revisions, you are only permitted to use the Application as modified by the Revisions. Notwithstanding the foregoing, nothing herein shall be construed as to obligate Yulio to provide you with any Revisions.c. Any Application accessed through or downloaded from an "App Store" such as the Android Market or Apple App Store (an "App Store Application"), you will only use the App Store Application: (i) on a product that runs the operating system for which it was intended and (ii) as permitted by the "Usage Rules" set forth in the corresponding App Store. You agree that the terms of this Agreement are between you and us and not with the owner or operator of the App Store ("App Store Owner"). We, and not the App Store Owner, are solely responsible for the Services, including the Application, maintenance, support services, and warranty, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). You acknowledge that, in the event of any third-party claim that the App Store Application or your possession and use of that App Store Application infringes that third party’s intellectual property rights, as between Us and the App Store Owner, We, not the App Store Owner, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement. You and we acknowledge and agree that the App Store Owner, and the App Store Owner’s subsidiaries, are third-party beneficiaries of this Agreement as related to your license of the App Store Application, and that, upon your acceptance of this Agreement, the App Store Owner will have the right (and will be deemed to have accepted the right) to enforce the terms of this Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
You may be asked to register with Yulio in order to download, install, copy or use the Application and/or to use the Service. Any such registration will be governed by this Agreement.
4. DATA CHARGES
You acknowledge that data charges may be incurred through your use of the Application and you agree that you are responsible for any and all such charges that may be charged to you and that Yulio shall have no liability to you whatsoever in respect of such charges.
5. INTELLECTUAL PROPERTY RIGHTS
The Website, Service and Application are protected by copyright and other intellectual property laws and treaties. All title to, and intellectual property and copyright rights in, the Webiste, the Service and the Application and/or any related documents are and shall remain owned and/or controlled solely and exclusively by Yulio. Yulio reserves all rights in the Website, Service and Application and/or any related documents not specifically granted to you under this Agreement. The Application and Service are licensed, not sold. This Agreement does not grant you any rights to trademarks, copyrights or patents of the Licensor.
You agree not to interfere or take action that results in interference with or disruption of the Website, the Service or the Application, or servers or networks connected to the Website, Service or Application. You agree not to attempt to gain unauthorized access to other computer systems or networks connected to the Website, Service or Application. Yulio reserves all other rights. Except as expressly provided herein, nothing on the Website, or as part of the Services will be construed as conferring any license under Yulio’s and/or any third party’s intellectual property rights, whether by estoppel, implication or otherwise. Notwithstanding anything herein to the contrary, Yulio may revoke any of the foregoing rights and/or your access to the Websites and Services, including the Application, or any part thereof, at any time without prior notice.
7. THIRD PARTY MATERIALS
The Service and Application may display, include or make available content, data, information, applications or materials from third parties ("Third Party Material"). Yulio makes no representations, warranties or claims in respect of any Third Party Material. The Third Party Material is, in each case, the data and/or the copyrighted work of the creator/licensor. Unless you have permission from the owner of the Third Party Material, you agree to only display the Third Party Material on your personal computer or mobile device solely for your personal or business use. You acknowledge and agree that you have no right to download, cache, reproduce, modify, display (except as set forth in this paragraph), edit, alter or enhance any of the Third Party Material in any manner unless you have permission from the owner of the Third Party Material. Furthermore, you acknowledge that Third Party Material available through the Service may not be wholly accurate or timely and that all Third Party Material should be verified with its originator to ensure its accuracy. Any agreement, transaction regarding products and services, or direct exchange of data between you and a provider of Third Party Material will be solely between you and the third party provider.
YOU ACKNOWLEDGE AND AGREE THAT NEITHER YULIO NOR ITS AFFILIATES AND ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS ARE RESPONSIBLE FOR EXAMINING OR EVALUATING THE CONTENT, ACCURACY, COMPLETENESS, TIMELINESS, VALIDITY, COPYRIGHT COMPLIANCE, LEGALITY, DECENCY, QUALITY OR ANY OTHER ASPECT OF SUCH THIRD PARTY MATERIALS. NEITHER YULIO NOR ITS AFFILIATES AND ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS WARRANT OR ENDORSE, AND DO NOT ASSUME AND WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON FOR, ANY THIRD PARTY MATERIALS.
8. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU ARE INSTALLING AND USING THE APPLICATION AND USING THE SERVICE AT YOUR OWN RISK.
YULIO DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATIBILITY, SECURITY, ACCURACY, OR USEFULNESS WITH RESPECT TO COMPANY'S SERVICES, THE WEBSITES, OR INFORMATION CONTAINED ON THE WEBSITES OR APPS.
THE APPLICATION AND ALL DATA AND CONTENT PROVIDED THROUGH THE APPLICATION, INCLUDING ANY DATA AND CONTENT PROVIDED THROUGH THE SERVICE ACCESSED VIA THE APPLICATION, IS PROVIDED "AS IS", "WITH ALL FAULTS" AND WITHOUT WARRANTY, TERM OR CONDITION OF ANY KIND. YULIO EXPRESSLY DISCLAIMS ALL WARRANTIES, TERMS OR CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY, NON-INFRINGEMENT AND FITNESS FOR A GENERAL OR PARTICULAR PURPOSE.
YULIO CANNOT AND DOES NOT WARRANT THAT THE APPLICATION WILL OPERATE WITHOUT INTERRUPTIONS, THAT IT WILL BE FREE FROM VIRUSES AND ERRORS, OR THAT THE DATA AND CONTENT OBTAINED THROUGH IT OR THROUGH THE SERVICE WILL BE ACCURATE, RELIABLE OR CURRENT. NO ORAL, WRITTEN OR ELECTRONIC INFORMATION OR ADVICE GIVEN BY ANY PARTY SHALL CREATE ANY WARRANTY, TERM OR CONDITION WITH RESPECT TO THE APPLICATION OR OTHERWISE. YOU WILL BE SOLELY RESPONSIBLE FOR MAINTAINING INDEPENDENT ARCHIVAL AND BACKUP COPIES OF ANY INFORMATION MADE AVAILABLE THROUGH THE WEBSITES OR SERVICES.
9. LIMITATION OF LIABILITY
NEITHER YOU NOR WE SHALL BE LIABLE FOR ANY LOSS OR DAMAGE, EITHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE, ARISING OUT OF THE BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, TERM OR CONDITION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY MISREPRESENTATION, FAILURE OF ANY REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE OR ANY OTHER LEGAL THEORY ARISING OUT OF, OR RELATED TO, THIS AGREEMENT, YOUR USE OF THE SERVICE, OR YOUR USE OF THE APPLICATION (SUCH DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF USE OF THE APPLICATION OR ANY ASSOCIATED EQUIPMENT OR DOCUMENTS, DOWN TIME AND USER’S TIME), EVEN IF ANY PARTY CONCERNED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, THE ENTIRE LIABILITY OF THE PARTIES SHALL BE LIMITED TO THE LESSER OF (i) THE AMOUNT PAID BY YOU TO DOWNLOAD, COPY OR USE THE APPLICATION OR (ii) ONE DOLLAR CDN ($1.00 CDN).
YOU AND YULIO BOTH ACKNOWLEDGE AND AGREE THAT THE DISCLAIMER OF WARRANTIES AND LIMITATIONS ON LIABILITY SET FORTH IN ARTICLES 7, 8 AND 9 ARE REASONABLE IN THE CIRCUMSTANCES.
10. DAMAGES ARISING OUT OF YOUR ACTIONS
You agree that you will defend and hold Yulio, its affiliates, agents, independent consultants, and their respective officers, directors, employees and agents, harmless from and against any and all liabilities, damages, costs, expenses or losses arising out of your misuse of the Application or the Service, your negligent or wrongful acts, your violation of any applicable laws or regulations, and/or your breach of any provision of this Agreement, and/or any claims of libel, defamation, violation of rights of privacy or publicity, trespass, and infringement of intellectual or other proprietary rights.
Without prejudice to any other rights, Yulio may terminate this Agreement if you fail to comply with the terms and conditions of this Agreement or for any other reason upon delivery of notice. In such event, you must destroy all copies of the Application and all of its component parts and associated documents.
a. This Agreement shall be construed in accordance with and governed by the laws of the province of Ontario, and the laws of Canada applicable therein.b. The failure of Yulio to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. Such invalid or unenforceable provision(s) shall be replaced by (a) valid and enforceable one(s) which achieve(s) to the extent possible the original purpose of the invalid provision(s).c. You agree not to transfer or assign this Agreement or any of your rights under this Agreement. Any purported transfer or assignment by you in violation of this section is void. Subject to the foregoing, this Agreement shall be binding on and inure to the benefit of the parties, their successors, permitted assigns and legal representatives.d. The provisions of this Agreement relating to intellectual property rights, restrictions on use, disclaimers of warranties, limitations of liability and damages arising out of your actions shall survive termination or expiration of this Agreement for any reason.e. The section titles in this Agreement are for convenience only and have no legal or contractual effect.