Terms

Terms of Use

Welcome to the web site of Yozio, Inc. (“Yozio,” “we” or “us”). By accessing the web site (the “Site”), and, if applicable, the Services (defined below) available to you through the Site, you agree to and are bound by all these terms of use. If you do not agree you must not access or use the Site or the Services. If you are a paying Yozio client these terms will supplement your current subscription agreement to the extent not inconsistent with such current subscription agreement. Our current terms of use and our current privacy policy (and, if applicable, your current subscription agreement), constitute the entire agreement between you and Yozio regarding your use of the Site and the Services. We reserve the right to update these terms of use at any time. If we make any changes to our terms of use, we will post the new terms on our Site and update the “last updated” date set forth below. The updated terms of use will govern each use of the Site and the Services from the date of update forward. Therefore, we encourage you to check our terms of use whenever you use the Site.

  1. Definitions Applicable to Services. Documentation” means all online and all hardcopy information regarding the specifications and operating and use instructions of the Services, including with respect to any associated SDK. “End-User” means the ultimate end user of your products or services, including mobile application(s) and/or service(s). “Intermediary Parties” means all third parties in the chain of distribution between you and End-Users and all third parties involved in the transmission of User Data between each End-User and Yozio. “Reports” means User Data analytics reports generated by Yozio. “Results” means, in addition to the Reports, all other data information provided to you through the Services. “SDK” means, in the case of Yozio’s SuperLink service, the Yozio software, accessible by you as part of the Services and which can be embedded by you in your mobile application(s), that enables, among other things, collection of information from End-Users from which Yozio may generate Reports and Results, and, if you elect, may enable changes to the appearance and/or behavior of your mobile application(s). “Services” mean the unpaid and/or paid SuperLink services you are eligible to use and may include, collectively, the SDK modules and the Internet-accessible Yozio platform through which you can, after on-line registration, download SDK modules, and access Reports and Results derived from those SDK modules that you sublicense to End-Users. “User Data” means information regarding the characteristics and activities of End Users which may include, but is not limited to, app installation and end user device information.

  2. Access to Site; License Terms and Restrictions.

    (a)        Access to the Site is limited to Yozio clients and prospective clients. Registration is required to use the Services and some Services also require the payment of fees.   If you open an account via an online registration process, you must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form. You also will choose a password and a user name. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. Yozio will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by Yozio or another party due to someone else using your account or password. You may not use the Site or the Services for any illegal or unauthorized purpose and you shall not, in using the Site or the Services, violate any laws including but not limited to intellectual property laws.

    (b)       Subject to these terms of use, and payment of fees, if applicable, you shall have: (i) a non-exclusive, non-sublicensable, non-transferable, revocable right to access the Services solely through the password protected account(s) assigned to you by Yozio; (ii) a non-exclusive, non-transferable, revocable right to embed the SDK in your mobile application(s) and sublicense such SDK as part of your mobile application(s) to End Users; and (iii) a non-transferable right to use the Reports and Results provided to you by the Services as licensed hereunder. The foregoing license rights shall expire at the end of the paid term (for paid Services) or otherwise when revoked by Yozio; provided, however, that, subject to your honoring your obligations under these terms of use, you may retain and continue to use Reports and Results obtained during a paid term for paid Services.

    (c)        The foregoing licenses are only for your internal business purposes (but excluding purposes that are competitive to Yozio). You are solely responsible for safeguarding the ID and password for each such account.

    (d)       You will not (and will not allow any third party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the SDK or any other aspect of the Services (except to the extent that applicable laws specifically prohibit restriction of such activities), (ii) modify, translate, or create derivative works based on the SDK or any other aspect of the Services; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (iv) use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; (v) remove any proprietary notices or labels from the Services or any portion thereof; or (vi) access or use the Services for purposes of monitoring their functionality, performance or availability, or for any benchmarking or other competitive purpose.

    (e)        You will not embed and sublicense the SDK except under a written, enforceable license agreement that is at least as protective of Yozio’s intellectual property rights as those contained in these terms of use and which obtains the End-User’s consent to permit Yozio to collect and use the User Data in connection with the Services, and including the right to use the User Data to improve and expand Yozio’s products and services, and otherwise complies with all privacy and data protection laws to which you are subject.

  3. Intellectual Property; Reservation of Rights. Yozio is a registered trademark and SuperLink is a trademark of Yozio, Inc. The Site and the Services are the intellectual property and copyrighted works of Yozio and/or its licensors.  Excepting only the limited SDK sublicense right and the limited Reports and Results use right under Section 2 hereof, if applicable, these terms of use do not transfer from Yozio to you any Yozio or third party intellectual property right, and all right, title and interest in and to such property will remain (as between the parties) solely with Yozio. All rights, title and interest not expressly granted with respect to the Site and Services are reserved. All data collected by or extrapolated from the Yozio products and services belong to Yozio and such information may be used for any purpose allowed within the relevant Yozio privacy policy in force at the time of collection.

  4. Suggestions. You agree that we may use any suggestions regarding our Services or otherwise that you provide to us in any way, including in future modifications and/or enhancements to our Services. You hereby grant to us a perpetual, worldwide, fully transferable, sublicensable, fully paid-up, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute, and display any and all such suggestions in any manner any for any purpose, without any obligation to provide attribution or compensation to you or any third party.

  5. Publicity. You agree that Yozio may identify you as a client and use your company name and logo in conjunction with a client list. Among other uses, such client list might be included in commercial proposals, on the Yozio web site, and in marketing collateral.

  6. Links to Third Party Sites. The Site may provide links to third party web sites. Yozio is not responsible for third party content, products or services provided on or through such third party web sites and you bear all risks associated with the access and use of such web sites and third party content, products and services.

  7. Your Representations, Warranties and Indemnities. You represent and warrant that your use of the Services is permissible under and will be in accordance with all applicable laws and regulations (including, without limitation, all privacy and data protection laws) and that you shall provide all notices and obtain all consents from End Users and Intermediary Parties that may be required, and such additional notices and/or consents as are reasonably needed, to permit Yozio to collect, transmit and use the User Data, and to provide the Services to you and exercise Yozio’s rights under these terms of use. Without limiting your obligations under the foregoing, you agree to not use the Site or the Services to send sensitive information to or through us where unauthorized disclosure of such sensitive information could cause material harm to or impact upon Yozio, any data subject or relaying party. Sensitive information includes:

    • Passwords, authentication/authorization credentials
    • Information under regulatory or contractual handling requirements (e.g., PCI, HIPAA, and state and federal data security laws) including:
      • credit card information including credit card numbers, CIV numbers (three digit codes for Visa and MasterCard, four digit code for American Express) and magnetic stripe information
      • social security numbers
      • driver’s license numbers
      • passport numbers
      • Government-issued identification numbers
      • financial account information
      • health data
      • biometric data
      • personally identifiable information knowingly collected from children under the age of 13 or from online services directed toward children and
      • real-time geolocation data which can identify an individual.
    • Business information deemed confidential (e.g., confidential business information and communications, privileged information and trade secrets).

    You further represent and warrant that you are not a competitor of Yozio and that you will not access or use the Site or Services in order to create a competitive product or service or copy any features or functions of the Services. You agree to defend, indemnify and hold harmless Yozio, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all loss, claims and expenses (including attorneys’ fees), arising out of your use of the Site or Services including but not limited to out of your breach of any of the foregoing warranties or other violation of these terms of use.

  8. Disclaimer. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE, THE SITE, THE SERVICES AND ALL CONTENT PROVIDED ON OR THROUGH THE SITE OR SERVICES, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOZIO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SITE, SERVICES AND ALL CONTENT PROVIDED ON OR THROUGH THE SITE OR SERVICES. YOZIO MAKES NO WARRANTY THAT: (A) THE SITE, SERVICES OR CONTENT WILL MEET YOUR REQUIREMENTS; (B) THE SITE OR SERVICES WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, SERVICES OR ANY CONTENT PROVIDED ON OR THROUGH THE SITE OR SERVICES WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY CONTENT PURCHASED OR OBTAINED BY YOU ON OR THROUGH THE SITE OR SERVICES WILL MEET YOUR EXPECTATIONS. ANY SERVICES OR CONTENT ACCESSED, DOWNLOADED OR OTHERWISE OBTAINED ON OR THROUGH THE USE OF THE SITE OR SERVICES ARE USED AT YOUR OWN RISK. YOZIO SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF CONTENT.

    YOZIO RESERVES THE RIGHT TO MAKE CHANGES OR UPDATES TO, AND MONITOR THE USE OF, THE SITE, THE SERVICES AND CONTENT PROVIDED ON OR THROUGH THE SITE AND SERVICES AT ANY TIME WITHOUT NOTICE.

  9. Limitation of Liability. IN NO EVENT SHALL YOZIO BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM YOUR ACCESS TO, OR USE OF, THE SITE OR ANY CONTENT PROVIDED ON OR THROUGH THE SITE OR SERVICES.

  10. Exclusions and Limitations. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN LIABILITIES. TO THE EXTENT THAT THEY ARE HELD TO BE LEGALLY INVALID, DISCLAIMERS, EXCLUSIONS AND LIMITATIONS SET FORTH IN THESE TERMS OF USE, INCLUDING THOSE SET FORTH IN SECTIONS 8 AND 9, DO NOT APPLY ONLY TO THE EXTENT REQUIRED TO COMPLY WITH APPLICABLE LAW AND ALL OTHER TERMS SHALL REMAIN IN FULL FORCE AND EFFECT.

  11. Minors. This Site is not directed to minors, minors are not eligible to use the Site and we ask that they do not submit any information to us.

  12. Applicable Laws and Related Provisions. All matters relating to your access to, and use of, the Site and content provided on or through or uploaded to the Site shall be governed by U.S. federal law or the laws of the State of California, without regard to conflicts of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these terms of use or the Services. Any legal action or proceeding relating to your access to, or use of, the Site, Services or content shall be instituted in a state or federal court in Alameda, San Francisco, San Mateo or Santa Clara County, California. You and Yozio agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding. The terms and conditions which by their nature are intended to survive termination of these terms of use shall survive, including Suggestions, Your Representations, Warranties and Indemnities, Disclaimer and Limitation of Liability.

Last Updated: October 3, 2016

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