Yodify Website Terms of Use
Updated: Nov 26, 2022


Welcome to Yodify and Thank You for Using Yodify’s Online Services
  1. Agreement to Terms of Use; Ownership of Site

    These Terms and Conditions of Use (the "Terms of Use") apply to the Yodify website located at www.yodify.com, all associated sites linked to www.yodify.com by Yodify, its subsidiaries and affiliates, including Yodify sites around the world (collectively, the "Site"), and all Yodify Services (as defined below). The Site is the property of Yodify Inc. ("Yodify") and its licensors. Through the Site, you have access to a variety of resources and content. These include:

    1. software and software as a service offerings ("Software");
    2. text, visual interfaces, user interfaces, logos, trademarks, photographs, artwork, computer code, web pages, data, messages, images, graphics, sounds, audio and video such as podcasts and Webcasts, music, and documents such as press releases, and white papers, (collectively, "Materials") including but not limited to the design, structure, expression, "look and feel", selection, coordination, and arrangement of such content, contained on the Site is owned, controlled or licensed by or to Yodify, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws; and
    3. forums, discussion groups, chat areas, bulletin boards, blogs, wikis, email functions, and other services in connection with which you can upload, download, share, email, post, publish, transmit or otherwise access or make available Content (as defined below) ("Community Services");
    4. Software, Materials, Community Services, and other information, content and services are collectively referred to as "Content."

    By accessing or using the Site or the Content provided on or through the Site, you accept and agree to follow and be bound by the following terms and conditions concerning your access to and use of the Site and the Content provided on or through the Site ("Terms of Use") and our Privacy Policy. By registering for a Yodify Account (as defined in Section 3) or using any Yodify Services (as defined below) in any manner, you accept and agree to be bound by these Terms of Use. BY USING THE SITE, YOU AGREE TO THESE TERMS OF USE; IF YOU DO NOT AGREE, DO NOT USE THE SITE.

    The Yodify Terms of Use constitute a binding and enforceable legal contract between Yodify Inc. and its affiliated companies and subsidiaries worldwide and you in relation to the use of any Yodify Services - so please read them carefully.

    As long as you comply with these Terms of Use, Yodify grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Site.

    The services that Yodify provides to you are subject to these Terms of Use. Yodify reserves the right, at its sole discretion, to update, modify, add, or remove, portions of these Terms of Use, at any time, without notice to you. It is your responsibility to check these Terms of Use periodically for changes. The most current version of the Terms of Use can be reviewed by clicking on the "Terms of Use" hyperlink located at the bottom of our webpages. When we make updates to the Terms of Use, Yodify will update the date at the top of this page. By using the Site after a new version of the Terms of Use has been posted, you agree to the terms of such new version. Refer to section 2 (Modifications) below for more information our modification and notification practices.

    The terms "we," "us," "our," and "Yodify", as used in these Terms of Use, means the applicable Yodify Contracting Party (as defined in Section 28 below), and "you", "You", and "User" means the Yodify User (if registering for or using a Yodify Service as an individual), or the company employing the Yodify User (if registering for or using a Yodify Service as a business) and any of its affiliates.

    If you do not read, fully understand and agree to all of the Yodify Terms of Use, you must immediately leave the Yodify Site and avoid or discontinue all use of the Yodify Services.

    Yodify provides a comprehensive platform that enables corporations, brands, wholesalers, resellers, and merchants to consolidate their local and global catalog and/or e-commerce activities, and corporation-specific data libraries that can be stored, controlled, synchronized, and published across internal and/or external local, national, and international networks. In addition to other features, this proprietary platform provides a wide range of tools for users to build and customize online catalogs and stores, sell via multiple channels (including web, mobile, social media, online marketplaces, and other online locations ("Online Services"), manage products, inventory, fulfillment, payments, shipping, marketing and advertising, business operations, and engage with current and prospective Customers. Yodify provides you with access to a variety of resources, including developer tools, and product information. The Services, including any updates, enhancements, new features, new tools, and/or the addition of any new Web properties, are subject to the Terms of Use. These Terms of Use refer to any and all such service or services offered by Yodify as the "Yodify Service(s)" or the "Service(s)".

    You must read, agree to and accept all of the terms and conditions contained or expressly referenced in the Terms of Use, including Yodify's Acceptable Use Policy ("AUP") and Privacy Policy, and, if applicable, the Supplementary Terms of Use for European Union and United Kingdom Merchants ("EU Terms"), the Yodify API License and Terms of Use ("API Terms"), and the Yodify Data Processing Addendum ("DPA"), before registering for a Yodify Account or using any Yodify Service.

    Plain language summaries are supplied only for convenience and they appear in bold after each section, and they in no way define or explain any section or provision herein, and they are not legally binding. Please read the Terms of Use, as well as any documents referenced to in these Terms of Use, to gain a comprehensive understanding of your legal obligations. By using Yodify or any Yodify services, you are agreeing to these terms. It is your responsibility to check these Terms of Use periodically for changes.
  2. Modifications

    1. Yodify reserves the right, at its sole and absolute discretion, to modify or update any of the Terms of Use at any time.
    2. We will provide you with reasonable advance notice of modifications to the Terms of Use that have a material adverse effect on your use of the Services or your rights under the Terms of Use by sending an email to the Primary Email Address, providing notice through the Yodify administrative console, or by other comparable means. However, Yodify reserves the right to make changes that materially impair your use of the Services or your rights under the Terms of Use at any time and with immediate effect (a) for legal, regulatory, fraud and abuse prevention, or security reasons; or (b) to restrict products or activities that we deem unsafe, inappropriate, or offensive. Unless otherwise specified in our notice (if applicable), any changes to the Terms of Use will become effective immediately upon their posting at this location. Your continued access to or use of the Services after we provide such notice, if applicable, or after we post such modified terms indicates your acceptance of the modifications and consent to be obligated by the Terms of Use as amended.
    3. If you do not agree to the updated Terms of Use, you must immediately cease accessing and using the Services.

    PLAIN LANGUAGE
    If we make a material change to the Terms of Use that adversely affects your rights under the Terms of Use or your use of our Services in a material way, we will notify you in advance (unless the change relates to legal requirements or to prevent abuse of our Services, among other things).
  3. Account Terms

    1. You must be of at least the age of majority in the jurisdiction in which you reside and from which you access the Services in order to open an Account. If you are not of the age of majority you are not eligible to use the Site, and we ask that no information in relation to such persons be submitted to us.
    2. You are at least thirteen (13) years of age, or sixteen (16) years of age if you are an individual within the European Union (EU), or of the legal age of majority in your jurisdiction, and possess the legal authority, right and freedom to enter into the Yodify Terms and to form a binding agreement, for yourself or on behalf of the person or entity committed by you to the Yodify Terms; or
    3. The Services and Site are available only to persons who are the age of majority and can form legally binding contracts under applicable law. Without limiting the foregoing, the Services and Site are not intended to be used by individuals under the age of 18. If you do not qualify, please do not use the Services or access the Site.
    4. In order to access and use certain sections and features of the Yodify Services, you must first register and create an account with Yodify (“Account”). To register for an Account, you must supply us with your full legal name, business address, phone number, a valid email address, and any other required information as indicated. You may be required to provide a valid, authorized method of payment in order to purchase Services. You shall provide true, accurate, current, and complete information when registering for an Account, and you will update this information as necessary to keep your Account and payment information current. Yodify may reject your application for an Account, or terminate an existing Account, in our sole discretion, for any reason.
    5. You confirm that you are using Yodify's services for business purposes only and not for any personal, household, or family use.
    6. You acknowledge that Yodify will use the email address you provide when creating an Account, or as updated by you from time to time, as its primary means of communication with you ("Primary Email Address"). You must regularly check the Primary Email Address you provide to Yodify and it must be capable of both sending and receiving email. Only messages sent from your Primary Email Address can be authenticated by Yodify.
    7. You agree not to share your password(s), account information, or access to the Site with any other person. You are responsible for maintaining the confidentiality of password(s) and account information, and you are responsible for all activities that occur through the use of your password(s) or account(s) or as a result of your access to the Site. You agree to notify Yodify immediately of any use of your password(s) or account(s) that you did not authorize or that is not authorized by these Terms of Use. You are responsible for maintaining the security of your password. Yodify is not and will not be liable for any loss or damage resulting from your failure to maintain the security and privacy of your Account and password.
    8. Only paying Yodify Users are eligible to receive technical support for the Services.
    9. Send questions regarding the Terms of Use to Yodify Support.
    10. You agree not to directly or indirectly exploit, reverse engineer, compile, decompile, disassemble, or otherwise attempt to discover the software, source code, object code, or underlying structure, ideas, or algorithms of the Site and/or Services, (or any part thereof), and/or Content (or any part thereof); You agree not to directly or indirectly emulate, copy, download, adapt, modify, translate, exploit, sell, resell, or create derivative works of any of the software, documentation or data related to the Site, Services or Content, or distribute, pledge, assign or otherwise transfer or encumber rights to the Site, Services or any Content; nor use the Site, Services or any Content for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels. You agree not to directly or indirectly bypass, circumvent, or work around, any technical limitations of the Services, including processing orders outside of Yodify's Checkout, or use any tool to enable features or functionalities that are otherwise disabled in the Services.
    11. You acknowledge and understand that User Content may be transferred in an unencrypted manner, which may involve (a) transmissions over various networks and (b) conforming and adapting User Content to the technical requirements of connecting networks or devices.
    12. You agree not to access, and/or monitor, any Yodify Services, the Accounts of other Yodify Users, Licensed Content, and/or Materials, or use any "page scrape", "spider", "robot", “deep link”, or other automated device or means, technology, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, copy, acquire, or monitor any portion of the Yodify Services (or its data and/or Content), or in any way reproduce or circumvent the navigational structure or presentation of any of the Yodify Services to obtain or attempt to obtain any materials, documents, services, data, or information through any means not purposely made available through the Yodify Services, other than by our publicly supported interfaces.
    13. You agree not to publish and/or make any use of the Yodify Services or Licensed Content on any website, media, network or system other than those provided by Yodify, and/or frame, mirror and/or create a browser or border environment around any of the Yodify Services, Licensed Content and/or Store (or any part thereof), except as expressly permitted by Yodify, in advance and in writing;
    14. "User Content" means Your Trademarks, copyright content, any products or services you sell through the Services (including description and price), and any written content, information, images, graphics, photos, videos, written content, code, audio files, or other data that you or your affiliates provide, have made available to, or make available to Yodify or its affiliates.

    PLAIN LANGUAGE
    You are in charge of and responsible for your Account, User Content you add to the Yodify Service, and operating your Yodify Store. If you break Yodify's Terms of Use we may cut off your access to the service. If we have to get in touch with you, we will use the Primary Email Address.
  4. Terms Applicable to Specific Content and Areas of the Site

    Some areas of the Site or Content provided on or through the Site may have additional rules, guidelines, license agreements, user agreements or other terms and conditions that apply to your access or use of that area of the Site or Content (including terms and conditions applicable to a corporation or other organization and its users). If there is a conflict or inconsistency between these Terms of Use and the rules, guidelines, license agreement, user agreement or other terms and conditions for a specific area of the Site or for specific Content, the latter shall have precedence with respect to your access and use of that area of the Site or Content.
  5. About Yodify

    The proprietary Yodify platform provides users the ability to build catalogs and stores, and deploy them as either full-functioning stand-alone websites, or simply add them to their existing website(s), regardless of vendor, providing an agile, professional catalog or store solution, at any scale.

    We empower brands, wholesalers, resellers, and merchants to connect to B2B and B2C consumers globally, and to control, synchronize, and publish their data seamlessly into their local, national, and international networks, whether they're internal, external, or both.

    With our multi-location support, our users are able to link multiple catalogs or stores, each uniquely curated, to deliver precise localization on a global scale. Whether you have one location or 10,000 Yodify has you covered. Join the thousands of businesses discovering the best-in-class power of Yodify.

    PLAIN LANGUAGE
    Yodify offers online and mobile services and tools that enable the creation, management, and/or use of your own internal or external online and mobile presence.
  6. Your Obligations & Responsibilities

    1. You Represent and Warrant That:
      1. you are not a resident of (or will use the Yodify Services in) a country that the United States of America government has embargoed for use of the Yodify Services, nor are you named on the United States of America Treasury Department’s list of Specially Designated Nationals or any other applicable trade sanctioning regulations;
      2. your country of residence and/or your company’s country of incorporation is the same as the country specified in the contact and/or billing address you provide us;
      3. you understand that Yodify does not provide any legal advice or any recommendation with respect to any laws or requirements applicable to your use or any of your Customers, or your compliance therewith.
      4. you understand that Yodify does not provide any tax advice or any recommendation with respect to any tax laws or requirements applicable to your use or any of your Customers, or your compliance therewith.
      5. you understand that Yodify does not provide any business, trade, contract, or exchange rate advice or any recommendation with respect to any such laws, requirements, processes, or methods applicable to your use or any of your Customers, or your compliance therewith.
    2. And Particularly Concerning User Content:
      1. you agree that you will only upload, share, post, publish, transmit, or otherwise make available ("Share") on or through the Site Content that you have the right and authority to Share and for which you have the right and authority to grant to Yodify all of the licenses and rights set forth herein.
      2. you confirm you own all rights in and to any content provided by or uploaded by you, or uploaded, copied, or imported by Yodify Services for you, to your Store, including any images, designs, animations, fonts, text, logos, audio files, videos, code, illustrations, artworks, compositions, interfaces, usernames, information you provide for the purpose of creating a subdomain name, literary works and any other materials (“User Content”), or otherwise have (and will continue to have) the full power, consents, authority, title, and licenses, in and to User Content, as necessary to legally access to, transfer, import, copy, use, publish or license such material (“User Content”), by you and us or any of our affiliates;
      3. you have (and will continue to have) the full power, licenses, title, consents and authority to allow Yodify Services to access any website(s), web pages and/or other online services, for the purpose of importing, copying, uploading, displaying, transmitting and/or otherwise using, User Content.
      4. User Content is (and will continue to be) accurate, true, current, non-infringing upon any third party rights, and in no way unlawful for you to possess, copy, upload, import, transmit, post, display or otherwise use, in the country in which you or your Stores' visitors and users (“Customers”) reside, or for Yodify and/or your Customers to access, upload, copy, import, use or possess in connection with the Yodify Services;
      5. you have obtained all permissions and consents required under all applicable laws, regarding the posting, transmission and publication of any personal information and/or likeness or image of any person, entity or property which is part of your User Content, and you will adhere to all laws applicable thereto.
    3. You Commit and Agree To:
      1. fully comply with all applicable laws and any other contractual terms which govern your use of the Yodify Services (and any related interaction or transaction), including those specific laws applicable to you or your Customers in any of your geographical locations;
      2. be solely liable and responsible with respect to any of the uses of the Yodify Services which occur under your Account and/or Store(s), and for any User Content (including for any consequences of accessing, uploading, importing, copying, using or publishing any User Content on or with respect to the Yodify Services);
      3. regularly and independently save and backup any User Content and the information that is being processed by you regarding your Store, including with respect to Customers, goods and services, and any applications and/or Third Party Services used by you;
      4. receive from time to time promotional messages and materials from Yodify or its partners, by mail, email or any other contact form you may provide us with (including your phone number for calls or text messages). If you wish not to receive such promotional materials or notices please notify us at any time;
      5. allow Yodify to use in perpetuity, worldwide and free of charge, any version of your Store (or any part thereof) for any of Yodify’s marketing and promotional activities, online and/or offline, and modify it as reasonably required for such purposes, and you waive any claims against Yodify or anyone on its behalf relating to any past, present or future moral rights, artists’ rights, or any other similar rights worldwide that you may have in or to your Store with respect to such limited permitted uses;
      6. Yodify’s sole discretion as to the manner, means, and method for performing the Yodify Services, including those regarding the hosting, transmission, publication and/or display of any Stores and/or Content (including the inclusion and presentation of any advertisements or other commercial content with respect thereto).
      7. Yodify shall have the right to offer the Yodify Services in alternative price plans and impose different restrictions as for the upload, storage, download and use of the Yodify Services in each price plan, including, without limitation, restrictions on network traffic and bandwidth, size and/or length of Content, quality and/or format of Content, sources of Content, volume of download time, number of subscribers to your Content, etc.
      8. you understand and agree that your Yodify Store needs to have public-facing contact information, a refund policy, and a timeline for when orders will be filled.
      9. You acknowledge and agree that the Services are not a marketplace, and that any sales contracts formed through the Services are between you and the Customer directly. You are the official seller of all items sold by you through the Services. You are responsible for the formation and management of your Yodify Store, User Content, the goods and services you offer over the Services, and all elements of the transactions between you and your Customer(s).
      10. This includes, but is not limited to, authorizing the charge to the Customer for the Customer's purchase, refunds, returns, fulfilling any sales or Customer service, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws (including, but not limited to, consumer protection laws in any jurisdiction where you offer products or services for sale), or your violation of these Terms of Use.
      11. represent and warrant that your Store, User Content, and the products and services you sell over the Services will be genuine, accurate, and complete, true, and will not violate any applicable laws, regulations, or third-party rights. Yodify will not be the vendor, merchant of record, and will bear no responsibility nor any liability for your Store or any goods and services sold to Customers through the Services.
      12. being solely responsible for the goods or services you may sell through the Services (including the description, price, fees, taxes you calculate, defects, required legal disclosures, regulatory compliance, offers or promotional content), as well as compliance with any applicable laws or regulations.
      13. not using the Yodify Services for any unauthorized or illegal purpose, nor may you violate any laws in your jurisdiction (including, but not limited to, copyright laws), the laws applicable to you in your Customer's jurisdiction, or the laws of Canada and the Province of British Columbia through the use of the Services. In your use of the Service and performance of your obligations under the Terms of Use, you will comply with all applicable laws, rules, and regulations (including, but not limited to, obtaining and complying with the requirements of any permit or license that may be required to operate your Store or that you may hold).
      14. the API Terms governing your use of and access to the Yodify API (as defined therein). You are solely responsible for the activity that occurs using your API Credentials (as described in the API Terms) and for maintaining the security of your API Credentials.
    4. You Commit and Agree Not to:
      1. neither use the Site in a manner, nor Share any Content, that:
        1. violates or promotes the violation of any applicable law or regulation;
        2. is derogatory, degrading, defamatory, or harassing of another or constitutes a personal attack;
        3. invades another's privacy, or includes copies or transmits another's confidential, sensitive or personal information;
        4. promotes bigotry, racism, hatred or harm against any group or individual;
        5. is obscene or not in good taste;
        6. violates or infringes or promotes the violation or infringement of another's rights, including intellectual property rights;
        7. you do not have the right and authority to Share and grant the necessary rights and licenses for;
        8. is false or misleading;
        9. contains a solicitation of funds, goods or services, or promotes or advertises goods or services;
        10. contains any viruses, Trojan horses, or other components designed to limit or harm the functionality of a computer. Yodify may report you to the relevant authorities and may act under the fullest extent of applicable laws if you transmit or upload content intended or designed to cause harm.
      2. download, copy, modify, reverse engineer, emulate, create derivative works of, adapt, migrate to another service, translate, compile, decompile or disassemble the Yodify Site, the Yodify Services (or any part thereof), any Content offered by Yodify or Third Party Services for use and display within Store (“Licensed Content”) and/or any part thereof in any way, or publicly display, perform, transmit or distribute any of the foregoing without Yodify’s prior written and specific consent and/or as expressly permitted under the Yodify Terms;
      3. submit, transmit or display any User Content, Materials, or use Licensed Content in a context, which may be deemed as libellous, defamatory, harassing, threatening, offensive, incendiary, abusive, obscene, racist, deceptive or fraudulent, encouraging harmful or criminal conduct, or which otherwise violates the rights of Yodify or any third party (including any intellectual property rights, privacy rights, contractual or fiduciary rights), or otherwise shows any person, entity or brand in a bad or disparaging light, without their prior explicit approval;
      4. use any illegal action to collect login data and/or passwords for other third parties, websites, software or services;
      5. collect, phish, upload, or otherwise make available credit card information or other forms of financial data used for collecting payments, unless done in accordance with any applicable law, including, with the PCI DSS standard when applicable;  
      6. collect, upload, insert, or otherwise make available within the Yodify Site or the Yodify Services (or any part thereof), any unlawful, obscene, malicious,  or defamatory Content;
      7. act in a manner which might be perceived as damaging to Yodify’s reputation and goodwill or which may bring Yodify into harm or disrepute;
      8. impersonate any entity or person or provide false information on the Yodify Services, whether directly or indirectly, or otherwise perform any manipulation in order to disguise the origin of any message or transmittal you send to Yodify and/or any Customer;
      9. falsely state or otherwise misrepresent your affiliation with any entity or person, or falsely express or imply that Yodify or any third party endorses you, your Store, your business, your goods, your services, or any statement you make;
      10. reverse look-up, trace, or seek to trace another User of Yodify Services, or otherwise interfere with or violate any other User’s right to privacy or other rights, or harvest or collect personally identifiable information about visitors or users of the Yodify Services and/or Store without their express and informed consent;
      11. circumvent, disable, bypass or otherwise avoid any measures used to prevent or restrict access to the Yodify Services, Store, the account of another User(s), or any other networks or systems connected to the Yodify Services, by password mining, hacking, or other illegitimate or prohibited means;
      12. scan, probe, or test the vulnerability of the Yodify Services or any network connected to the Yodify Services;
      13. upload to the Yodify Services and/or Store or otherwise use the Services and/or Store(s) to design, develop, distribute and/or otherwise transmit or execute, any worm virus, time bomb, Trojan Horse, web bug, malware, spyware, or any other computer code, program, or file, that may or is intended to hijack or damage the operation of any software, hardware, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;
      14. take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Yodify Services or Yodify’s systems or networks connected to the Yodify Services, or otherwise interfere with or disrupt the operation of any of the Yodify Services, or the servers or networks that host them or make them available, or contravene any requirements, policies, procedures, or regulations of such servers or networks;
      15. use any of the Yodify Services and/or Store in connection with any form of unsolicited mail, scam, spam, fraud, phishing, “pyramid schemes” “chain letters”, or similar conduct, or otherwise engage in unethical advertising or marketing;
      16. use the Yodify Services for the creation and operation of websites whose main purpose (directly or indirectly) is video streaming;
      17. access to Yodify Services, the Accounts of other Yodify Users, Licensed Content and/or Materials, through any means or technology, other than our publicly supported interfaces;
      18. sell, license, or exploit for any commercial purposes any use of or access to the Licensed Content and/or Yodify Services, except as expressly permitted by the Yodify Terms;
      19. attempt to violate, violate, or otherwise fail to comply with any of the Yodify Terms or any laws or requirements applicable to your use of the Yodify Services; or
      20. access or use the Services for competitive analysis purposes such as benchmarking or similar such practices, or in order to build a competitive product or service.


    PLAIN LANGUAGE
    You are solely responsible for your Yodify Store, User Content, the products or services you sell, and your relationship with your customers. If you utilize the Yodify API, the API Terms govern your use of the Yodify API.
  7. Use of Community Services

    Community Services are provided as a convenience to Users and Yodify is not obligated to provide any technical support for, or participate in, Community Services. While Community Services may include information regarding Yodify products and services, including information from Yodify employees, they are not an official customer support channel for Yodify. You may use Community Services subject to the following: (a) Community Services may be used solely for your personal, informational, noncommercial purposes; (b) Content provided on or through Community Services may not be redistributed; and (c) personal data about other users may not be stored or collected except where expressly authorized by Yodify.
  8. Account Activation - Store Owner

    Store Owner
    1. Subject to Section 8.2, the person who registers for the Service by creating an Account is the contracting party ("Store Owner") for the purposes of our Terms of Use and will be accredited to use any corresponding Account that we may furnish to the Store Owner in connection with the Service. You are responsible for ensuring that the name of the Store Owner (including the legal name of the company that owns the Store, if applicable) is clearly apparent on the Store’s Site.
    2. If you are registering for the Services on behalf of your employer, the Store Owner will be your employer. If you are registering for the Services on behalf of your employer, you must use an email address provided by your employer, and you represent and warrant that you have the authority to bind your employer to our Terms of Use.
    3. Only one Store Owner can be associated with your Yodify Store. A Store Owner is permitted to have multiple Yodify Stores. You consent and agree to using Yodify Checkout for your online Store. "Store" means the online store (whether hosted by Yodify or on a third party website) or any storefront built on top of the Storefront API, or physical retail location(s) connected to the Account.
    4. The Store Owner and the users under Team Member Accounts are each referred to as a “Yodify User”.

    PLAIN LANGUAGE
    There can be only one "Store Owner," who is often the individual who signs up for the Yodify Service. The Store Owner is responsible for the Account, is bound by these Terms of Use and is responsible for all the actions of others accessing the Account. If you sign up on behalf of your employer, your employer is the Store Owner responsible for your Account. We automatically create certain accounts for you to accept payments. You are responsible for activating and deactivating these accounts and complying with their terms, which may be with various third parties.
  9. Account Activation - Team Members

    Team Member
    1. You can create one or more Team Member accounts ("Team Member Accounts") that grant access to your Account to other individuals. Each Team Member must contain a full legal name and a valid email address. With Team Member Accounts, the Store Owner can appoint permissions and enable others to work in their Account while determining the level of access by Team Member Accounts to particular business information (for example, in the administrative console, you can limit Team Member Account access to your orders and product information, or prevent Team Member Accounts from changing Store settings and payment profiles).
    2. The Store Owner is responsible for: (a) ensuring its’ employees, agents, and subcontractors, including by means of Team Member Accounts, comply with these Terms of Use; and (b) any breach of these Terms of Use by its employees, agents, or subcontractors. The Store Owner acknowledges and agrees that it is responsible for the execution of all of its responsibilities under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to a third party, including but not limited to Store Owner's affiliates or subsidiaries.
    3. If anyone other than yourself accesses your Account and/or any of your Account settings, they may perform any action available to you (unless as specifically stated otherwise in the Services), make changes to your Account, accept any legal terms available therein, make various representations and warranties, and more - and such actions will be deemed to have occurred on your behalf and in your name. You are solely responsible for all activities that occur under your Account (including for any representations, warranties, and undertakings made therein), whether or not specifically authorized by you, as well as any resulting damages, expenses, or losses that may result from such activities, therefore, we strongly encourage you to keep the login credentials of your Account confidential, and allow such access only to people you completely trust.
    4. The Store Owner and all users under Team Member Accounts are each referred to as a “Yodify User”.
  10. Free Memberships, Offers, and Trial Subscriptions

    1. Yodify may provide free memberships, offers, and trial subscriptions in its sole discretion. If you are given free or trial access to the Services, that access is governed by the Terms of Use. Yodify reserves the right, prior to or during the free or trial period, to terminate the free or trial access without prior notice and without liability to you, to the extent permitted by applicable law, for any reason, including to prevent abuse of the free or trial access. After the free or trial access period expires, you may only use the Services by enrolling in a paid subscription, if one is available, or as otherwise permitted by Yodify. No express or implied warranties shall apply to the Services during the free or trial period; all Services are provided "as-is" with all defects, and no technical or other support is included.
    2. Free Account Inactivity. You are responsible for keeping your account active, which means you must sign in on a regular basis to avoid disruption or loss of access to the Services, as well as account termination. We reserve the right to assume your account is inactive if you do not sign in on a regular basis, and you agree that we may close it for you. You understand that upon account closure, you will lose access to any Content stored in your account. Before terminating your account due to inactivity, we will endeavour to notify you. This section 10.2 (Free Account Inactivity) does not apply to paid accounts in good standing.

    PLAIN LANGUAGE
    Free and/or trial memberships may be available and are subject to the Terms of Use. We can terminate free and trial memberships for any reason, without notice and without liability to you.
  11. Domain Names

    1. Yodify powered sites are, by default, subdomains of yodify.com, when you create a site through Yodify you can choose a prefix to appear before "yodify.com" like "stellarapparel.yodify.com." You cannot purchase domains through Yodify, but you can link your DNS records from a domain you own to override the existing yodify.com link to provide you your desired domain such as "stellarapparel.mydomain.com." Domains can be purchased through sites like godaddy.com, domains.google, bluehost.com and more. Any auto-renewal and maintenance of domains linked to your Yodify site remain your sole responsibility. 

    PLAIN LANGUAGE
    We do not sell domains.
  12. Yodify Rights

    1. The Services offer a variety of capabilities and features. Not all Services or features will always be accessible to all Merchants, and we are under no obligation to make any Services or features accessible in any jurisdiction. Except where prohibited by these Terms of Use or applicable law, we retain the right to modify the Services or any portion thereof at any time and for any reason, with or without notice.
    2. Yodify does not pre-screen User Content, and it is at our sole discretion to refuse or remove any User Content from any part of the Services, including if we determine that the goods or services you offer through the Services, or User Content uploaded or posted to the Services, violate our AUP or these Terms of Use.
    3. Any kind of verbal, written or physical abuse (including threats of abuse or revenge) directed against any Yodify employee, member, or officer will result in the immediate termination of your Account.
    4. We reserve the right to provide our Services to your rivals and make no commitment of exclusivity. You further acknowledge and agree that Yodify employees and contractors may also be Yodify customers or merchants and may compete with you without using your Confidential Information (as defined in Section 26 (Confidentiality)) to do so.
    5. We reserve the right to request documentation to identify or confirm Account ownership in the case of a dispute over Account ownership. Documentation may include, but is not limited to, a copy of your business license, government-issued photo ID, the last four digits of the credit card on file, or confirmation of your employment status with an entity.
    6. If any Paid Services (as defined in Section 24 (Payment of Fees and Taxes) below) were purchased via an Account, Yodify will consider the owner of such Account and/or the relevant Store and/or content created thereunder, may be considered to be the person or entity whose billing details were used to purchase such Paid Services (“Billing Information”).
    7. Yodify reserves the right, in our sole discretion, to determine the rightful Account owner and transfer an Account to the rightful Store Owner. Yodify reserves the right, without prejudice to our other rights and remedies, to temporarily suspend or disable an Account until a settlement has been reached between the disputing parties if we are unable to properly determine the rightful Store Owner.

    PLAIN LANGUAGE
    Yodify has the right to determine who can use our services and we can adjust at them at any time. We also have the right to reject or remove User Content from any part of the Services, including your Store. We may offer our services to your competitors, but if we do, we will never share with them any of your confidential information. If there is a dispute over who owns a Yodify Account, we can freeze it or give it to the rightful owner, based on what we think is best.
  13. Yodify's Intellectual Property

    1. You agree that you may not use any logos, trademarks, or service marks of Yodify, whether registered or unregistered, including but not limited to the word mark YODIFY, the Yodify figurative mark, the Yodify official font, the word marks MAKE CONTACT and SATELLITE SITE, and the “Y” and YODIFY CUBE ICON design mark (“Yodify Trademarks”) unless you are authorized to do so by Yodify in writing. You agree not to adopt or use any marks that may be considered confusing with the Yodify Trademarks. You agree that any variations or misspellings of the Yodify Trademarks would be considered confusing with the Yodify Trademarks.
    2. You agree not to purchase, register, or use search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses, social media names, or domain names (including without limitation top-level domains, sub-domains, and page URLs) that use or include Yodify or Yodify Trademarks or that use or include any terms, variations, or misspellings that may be confusing with the Yodify Trademarks.
    3. You acknowledge and agree that the Terms of Use do not give you any right to implement Yodify patents.
    4. All rights, title and interest in and to the Yodify Services, including any and all copyrightable materials or any other content thereof which is or may be subject to any intellectual property rights under any applicable law (including any graphics, artwork, images, website templates and widgets, literary work, computer code (including html), source and object code, applications, audio, music, video and other media, designs, animations, interfaces, documentation, derivatives and versions thereof, the “look and feel” of the Yodify Services, methods, products, algorithms, data, interactive features and objects, advertising and acquisition tools and methods, inventions, trade secrets, logos, domains, customized URLs, trademarks, service marks, trade names and other proprietary identifiers, whether or not registered and/or capable of being registered (collectively, “Intellectual Property”), and any derivations thereof, are owned by and/or licensed to Yodify.
       
      Subject to your full compliance with the Yodify Terms and timely payment of all applicable Fees, Yodify hereby grants you, upon creating your User Account and for as long as Yodify wishes to provide you with the Yodify Services, a non-exclusive, non-transferable, non-sublicensable, fully revocable, limited license to use the Yodify Services and Licensed Content, for the purpose of generating and displaying your Account to Customers and offering your goods and services (as defined below) therein, solely as expressly permitted under the Yodify Terms, and solely within the Yodify Services.
       
      The Yodify Terms do not convey any right or interest in or to Yodify’s Intellectual Property (or any part thereof), except only for the limited license expressly granted above. Nothing in the Yodify Terms constitutes an assignment or waiver of Yodify’s Intellectual Property rights under any law.
    5. Use Restrictions. This is an agreement for Services, and you are not granted a license to any software by these Terms. Except as permitted and non-excludable under applicable law, you will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of or included in the Services or any software, documentation or data related to the Services (“Software”); modify, translate or create derivative works based on the Services or any Software; or copy (except for archival purposes), distribute, pledge, assign or otherwise transfer or encumber rights to the Services or any Software; use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.

    PLAIN LANGUAGE
    Anything you upload remains yours (if it was yours) and is your responsibility, but Yodify can use and publish the things you upload. Anything uploaded to Yodify remains the property and responsibility of its initial owner. However, Yodify will receive a license of materials published through our platform that we may use to operate and promote our Services.
  14. Use of Materials

    You may download, store, display on your computer, view, listen to, play and print Materials that Yodify publishes or broadcasts on the Site or makes available for download through the Site subject to the following: (a) the Materials may be used solely for your personal, informational, noncommercial purposes; (b) the Materials may not be modified or altered in any way; and (c) the Materials may not be redistributed.
  15. Intellectual Property and User Content

    User Content
    1. Yodify does not claim ownership of User Content you provide to Yodify, however we do require a license to User Content. By providing Yodify with User Content you are granting Yodify, its affiliated companies and necessary sublicensees, a nonexclusive, worldwide, royalty-free, transferable, perpetual, irrevocable, fully sub-licensable license to use, copy, distribute, transmit, host, use, distribute, expose, run, publish, store, modify, adapt, publicly perform, publicly display, communicate to the public (including by telecommunication), broadcast, reproduce, make available, display, and translate, and create derivative works of any User Content provided by you in connection with the Services, and in any form, medium, or technology now known or later developed. We may use our rights under this license to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. You represent, warrant, and agree that you have all necessary authority and rights in the User Content to grant this license. You irrevocably waive any and all moral rights you may have in your User Content in favour of Yodify and agree that this waiver may be invoked by anyone who obtains rights in any User Content through Yodify, including anyone to whom Yodify may transfer or grant (including by way of license or sublicense) any rights in User Conditions ntent. You warrant that Yodify's exercise of the rights granted pursuant to this license will not infringe or otherwise violate any third party rights. For the sole purpose of granting you the Service, You know and agree that we will need to access, upload and/or copy User Content to our platform, including cloud services and CDN’s, to make display adjustments, to duplicate for backup and perform any other technical actions and/or uses required to perform our Services, as we deem fit.
    2. If you owned User Content before providing them to Yodify then, despite uploading them to your Yodify Store they remain yours, subject to any rights or licenses granted in the Terms of Use or elsewhere. You can remove your Yodify Store at any time by deleting your Account. Removing your Yodify Store does not terminate any rights or licenses granted to User Content that Yodify requires to exercise any rights or perform any obligations that arose during the Term.
    3. You agree that Yodify can, at any time, review and delete any or all User Content submitted to the Services, although Yodify is not obligated to do so.
    4. You grant Yodify a non-exclusive, sub-licensable, transferable, royalty-free, worldwide right and license to use the trademarks, service marks, names, and logos associated with your Store (“Your Trademarks”) to provide, operate, and promote the Services and to perform our obligations and exercise our rights under the Terms of Use. This license will survive any termination of the Terms of Use solely to the extent that Yodify requires the license to exercise any rights or perform any obligations that arose during the Term.

    PLAIN LANGUAGE
    Yodify will receive a license of materials you provide through our platform so the we may use them to operate and promote our Services. Anything you upload remains your (provided it was yours) and is your responsibility, however Yodify can use and publish the things you upload.
  16. Theme Collection

    1. You may establish the appearance of your Yodify Store with a design template from Yodify’s Theme Collection (a “Theme”). You are licensed to use a Theme for as many Stores for which you are subscribed. Where you have multiple Stores, you may choose to use the same Theme for all your Stores, or choose unique Themes for each, as may be practicable and available. You are not permitted to transfer or sell a Theme within Yodify or elsewhere. Multiple Stores require the selection of the desired Theme for each Store. Themes are included as standard in every Yodify plan and are not subject to additional fees. Yodify gives no assurance that a particular Theme will remain available for use.
    2. You may modify the Theme to suit your Store. Yodify may, at its discretion, add or modify the footer in a Theme that refers to Yodify. Yodify may modify the Theme where it contains, in our sole discretion, an element that violates the Yodify Acceptable Use Policy or other provisions of the Terms of Use, even if you received the Theme in that condition. Yodify may modify the Theme to reflect technical changes and updates as required.
    3. The intellectual property rights of the Theme remain the property of Yodify. If you exceed the rights granted by your use of a Theme, Yodify may take legal action against you, and, without prejudice to our other rights or remedies, Yodify may take administrative action such as modifying your Store or closing your Store.
    4. Technical support for a Theme is provided by Yodify, however Yodify does not provide free support to populate your chosen Theme with your Content.
    5. It is the responsibility of the user, and not Yodify, to ensure that the installation of a new Theme does not overwrite or damage the current or preexisting Theme, or UI, of the user.

    PLAIN LANGUAGE
    You can use our Themes for as many Stores as you wish, we do not charge extra for the Themes you use. You are free to use our Themes, but do not infringe upon the intellectual property rights of Yodify. For Theme-related problems, contact Yodify Support. Note that Themes may disappear over time and are subject to change.
  17. Policy Collection

    1. Yodify may provide you with access to, or enable generic policies, (“User Policies”), for your consideration or use in your Satellite Site(s). Such User Policies are made available only as a convenience, and your access to, or use of any such User Policies, or any part thereof, is solely at your own discretion and risk. Yodify strongly recommends that you seek specialist advice before using or relying on any User Policies, or any part thereof, to ensure they will meet your needs, and protect your interests. We recommend you and your specialist legal advisor(s) review any and all laws, regulations, statutes, rules, etc. ("Applicable Laws"), business practices, etc. which relate to, or may relate to, and/or apply to your business in the jurisdiction(s) in which you operate, and take these Applicable Laws into consideration before referring to, adopting, and/or employing, any User Policies.
    2. Any use by you of User Policies offered through the Services, or Yodify’s Site, is entirely at your own risk and discretion, and it is your responsibility to read, understand, curate, and conform them to your specific requirements, using best practices. For example, Yodify makes available a version or versions of a “terms of service” and/or “privacy policy” which are intended to be a generic starting point from which you must tailor to your specific business and legal requirements; it is critical you conform and adapt any User Policy you may select from the Policy Collection to your exacting requirements before using them in any fashion whatsoever.
    3. You are free and unrestricted to employ your own policies which are wholly independent of those that may be available, as a convenience, in Yodify's Policy Collection.
    4. We do not provide any warranties or make representations to you with respect to User Policies made available to you in the Policy Collection. You acknowledge that Yodify has no control over your use of any User Policies and we will not be responsible or liable to you, any person, or any entity, for your use, or any part thereof, of any User Policies. The availability of User Policies on Yodify’s Site, or the integration or enabling of such User Policies with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Yodify. Yodify does not guarantee the availability of User Policies and you acknowledge that Yodify may disable access to any User Policies at any time in its sole discretion and without notice to you. Yodify is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any User Policy. You expressly understand, acknowledge and agree that, to the fullest extent permitted by law in each applicable jurisdiction, You agree to indemnify and hold Yodify, our parent, subsidiaries, officers, directors, shareholders, employees, suppliers, affiliates and/or agents harmless from any direct, indirect, incidental, special, punitive, consequential or exemplary damages whatsoever, from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of errors, mistakes, or inaccuracies of or in any User Policy Yodify provides for you solely for your convenience. The User Policies are not warranted by Yodify to be applicable, or error-free. You assume all risk associated with the use of the User Policies. The User Policies are provided "as is" and "as available" without any express, implied, or statutory warranty or condition. Yodify does not warrant that the results received by utilizing the User Policies will be accurate or dependable. Yodify is not responsible or liable for any of your legal obligations or liabilities associated with your use of its User Policies. Yodify does not warrant that the quality of any User Policy purchased, obtained, or received by you through the User Policy Collection will meet your expectations or requirements, nor does it warrant that any errors in the User Policies will be remedied. Your use of any User Policy, or any part thereof, or your your use of your own policy(s) shall have no affect with your relationship with Yodify, the Yodify Terms of Use, or all other applicable Yodify polices relating to the Services. If you implement or enable a User Policy for your use with the Services, Yodify shall not be responsible for any corresponding losses or damages you may suffer as a result of your use of a User Policy, or any part thereof. Under no circumstances will Yodify be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any User Policies or your contractual relationship with any other person or entity. These limitations will apply even if Yodify has been advised of the possibility of such damages. The foregoing limitations will apply to the fullest extent permitted by applicable law. You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Yodify partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of a User Policy and/or your relationship with any person or entity.
    5. We recommend you keep your polices current to your unique and specific business requirements and the relevant laws and regulations that pertain to your business.

    PLAIN LANGUAGE
    We are not responsible for your use of any policy you choose to use, so use them completely at your own risk.
  18. Yodify Email

    Using Yodify's email services (the "Email Services"), you may generate or send email from your Account. In addition to the terms applicable to the Services (including Yodify’s Acceptable Use Policy, and Privacy Policy), the following terms govern your access to and use of the Email Services:

    Prior to delivery, Yodify applies certain measures to scan the content of emails you send using the Email Services ("Content Scanning"). This Content Scanning is aimed at limiting phishing, spam, or other malicious content that violates Yodify's Acceptable Use Policy or these Terms of Service (collectively, "Threats"). By using the Email Services, you explicitly grant Yodify permission to perform Content Scanning. Yodify does not warrant that the Email Services will be free of Threats, and each Yodify merchant is responsible for the entire content of their own Stores.

    BY GENERATING OR SENDING EMAIL THROUGH THE EMAIL SERVICES, YOU AGREE TO COMPLY WITH THE FOLLOWING REQUIREMENTS (THE “EMAIL SERVICES REQUIREMENTS”). YODIFY, OR ITS THIRD PARTY PROVIDERS, MAY SUSPEND OR TERMINATE YOUR ACCESS TO AND USE OF THE EMAIL SERVICES IF YOU DO NOT COMPLY WITH THE EMAIL SERVICES REQUIREMENTS.

    1. Your use of the Email Services must comply with all applicable laws. Examples of applicable laws include laws relating to spam or unsolicited commercial email (“UCE”), privacy, security, defamation, obscenity, intellectual property, pornography, gambling, terrorism, homeland security, child protection, and other applicable laws. It is your responsibility to know and understand the laws applicable to your use of the Email Services and the emails you generate or send through the Email Services.
    2. Your use of the Email Services must comply with Yodify’s Privacy Policy. It is your responsibility to read and understand the Privacy Policy applicable to your use of the Email Services and the emails you generate or send through the Email Services.
    3. You will use commercially reasonable efforts not to send sensitive personal data, including information regarding an individual’s health or medical condition, race or ethnic origin, sexuality, political opinions, religious or philosophical beliefs, or other sensitive data (collectively, “Sensitive Data”) through the Email Services. It is your responsibility to read and understand your obligations in relation to Sensitive Data.
    4. Your use of the Email Services must follow all applicable guidelines established by Yodify. The guidelines below are examples of practices that may violate the Email Services Requirements when generating, or sending emails through the Email Services:
      1. using purchased or rented email lists;
      2. using non-permission-based email lists (e.g., lists in which each recipient has not explicitly granted permission to receive emails from you by affirmatively opting-in to receive those emails);
      3. using third party email addresses, domain names, or mail servers without proper permission;
      4. sending emails to non-specific addresses (e.g., sales@domain.com or info@domain.com);
      5. sending emails that result in an unacceptable number of spam or UCE complaints (even if the emails themselves are not actually spam or UCE);
      6. failing to include a working “unsubscribe” link in each email that allows the recipient to remove themselves from your mailing list;
      7. failing to comply with any request from a recipient to be removed from your mailing list within 10 days of receipt of the request;
      8. failing to include in each email a link to the then-current privacy policy applicable to that email;
      9. disguising the origin or subject matter of any email or falsifying or manipulating the originating email address, subject line, headers, or transmission path information for any email;
      10. failing to include in each email your valid physical mailing address or a link to that information; or
      11. including “pyramid schemes,” “junk mail,” “chain letters,” incentives (e.g., awards, discounts, coupons, or other incentives) or other material in any email that encourages a recipient to forward the Email to another recipient.

    Please contact Yodify at abuse@Yodify.com if you or a Customer are aware of or suspect any violations of the Email Services Requirements. Yodify will determine compliance with the Email Services Requirements.

    Yodify’s Email Services utilize Third Party Providers, including Sendinblue (Seninblue Inc.) Your use of the Email Services is subject to Sendinblue's Acceptable Use Policy as it may be amended by Sendinblue from time to time.

    PLAIN LANGUAGE
    By using the Email Services, you agree that Yodify may use certain tools to ensure the content of the emails sent through the service is safe and compliant with our policies.
  19. Payment Providers

    Depending on your location, upon purchasing certain Premium Plans (as offered on the Yodify Site), Yodify may automatically connect a Yodify Payments account on your name to allow you to accept payments from your Customers. Any payout from such account is subject to your completion of the Yodify Payments registration process. Such Yodify Payments account shall be governed by the Yodify Payments Terms of Use, which are hereby incorporated by reference. Please read these terms of use prior to publishing your site and accepting payments. Any account connected to other Payment Providers shall be governed by such Payment Provider’s terms of service. We are neither a party to nor are responsible in any way for your relationship with any such Payment Providers, or for the actions of any of these Payment Providers. You acknowledge and agree that Yodify Payments (if available in your country) will be your default payment provider. If you do not wish to keep either Yodify Payments or any other Payment Provider active, it is your responsibility to deactivate them.
  20. Apple Pay

    1. You may accept payments with Apple Pay, however they are subject to territorial restrictions.
    2. By using Apple Pay on your Store, you are agreeing to be bound by the Apple Pay Platform Web Merchant Terms and Conditions, as they may be amended by Apple from time to time. It is your responsibility to check the Apple Pay Platform Web Merchant Terms and Conditions periodically for amendments. Such amendments to the Apple Pay Platform Web Merchant Terms are effective as of the date of posting. Your continued use of Apple Pay on your Store after the amended Apple Pay Platform Web Merchant Terms are posted constitutes your agreement to, and acceptance of, the amended Apple Pay Platform Web Merchant Terms. If you do not agree to any changes to the Apple Pay Platform Web Merchant Terms, de-activate your Apple Pay account and do not continue to use Apple Pay on your Store. For the avoidance of doubt, Apple Pay is a Third Party Service, as defined in Section 21 below.
    3. Upon completion of sign up for the Service, Yodify will create an Apple Pay for Safari (“Apple Pay”) account on your behalf, using the URL(s) and business name associated with your Account. Depending on your location, Yodify may activate your Apple Pay account on your behalf, otherwise you will be required to activate your Apple Pay account within your administrative console. If you do not wish to keep your Apple Pay account active, it is your responsibility to deactivate it. For the avoidance of doubt, Apple Pay is a Third Party Service, as defined in Section 21 of these Terms of Service.
    4. If you use an Apple Pay supported payment gateway and your Customers have enabled Apple Pay on their device, Customers may purchase goods and services from your Store using Apple Pay.
  21. Third Party Services

    1. Yodify may from time to time recommend, provide you with access to, or enable third party software, applications (“Apps”), products, services or website links (collectively, “Third Party Services”) for your consideration or use. Such Third Party Services are made available only as a convenience, and your purchase, access or use of any such Third Party Services is solely between you and the applicable third party services provider (“Third Party Provider”). In addition to these Terms of Use, you agree to be bound by the additional service-specific terms applicable to the services you purchase from Third Party Providers or that are provided by them.
    2. Any use by you of Third Party Services offered through the Services, or Yodify’s Site is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them. In some instances, Yodify may receive a revenue share from Third Party Providers that Yodify recommends to you or that you otherwise engage through your use of the Services, or Yodify’s Site.
    3. We do not provide any warranties or make representations to you with respect to Third Party Services. You acknowledge that Yodify has no control over Third Party Services and will not be responsible or liable to you or anyone else for such Third Party Services. The availability of Third Party Services on Yodify’s Site, or the integration or enabling of such Third Party Services with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Yodify. Yodify does not guarantee the availability of Third Party Services and you acknowledge that Yodify may disable access to any Third Party Services at any time in its sole discretion and without notice to you. Yodify is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third Party Service. Yodify strongly recommends that you seek specialist advice before using or relying on Third Party Services, to ensure they will meet your needs. In particular, tax calculators should be used for reference only and not as a substitute for independent tax advice, when assessing the correct tax rates you should charge to your Customers.
    4. If you install or enable a Third Party Service for use with the Services, you grant us permission to allow the applicable Third Party Provider to access your data and your User Content and to take any other actions as required for the interoperation of the Third Party Service with the Services, and any exchange of data or other Materials or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider. Yodify is not responsible for any disclosure, modification or deletion of your data or your User Content, or for any corresponding losses or damages you may suffer, as a result of access by a Third Party Service or a Third Party Provider to your data or your User Content. Google Maps is a Third Party Service that is used within the Services. Your use of the Services is subject to your acceptance of the Google Maps Terms of Use, Google Maps and Google Privacy Policy as it may be amended by Google from time to time.
    5. The relationship between you and any Third Party Provider is strictly between you and such Third Party Provider, and Yodify is not obligated to intervene in any dispute arising between you and a Third Party Provider.
    6. Under no circumstances will Yodify be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third Party Services or your contractual relationship with any Third Party Provider. These limitations will apply even if Yodify has been advised of the possibility of such damages. The foregoing limitations will apply to the fullest extent permitted by applicable law.
    7. You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Yodify partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of a Third Party Service or your relationship with a Third Party Provider.

    PLAIN LANGUAGE
    We are not responsible for third party services, so use them at your own risk. If you choose to use Third Party Services on the Yodify platform, you consent to us sharing your data (and potentially the data of your Customers) to those services. If you use Third Party Services you agree that we do not provide a warranty, so get advice beforehand.
  22. Copyrights

    Unauthorized copying, distribution, modification, public display, or public performance of copyrighted works may be an infringement of the rights of the copyright owner. You agree that you will not use the Site or any Yodify site to infringe Yodify's Intellectual Property rights or the Intellectual Property rights of others. You may not remove, deface, or overprint any notice of copyright, trademark, logo, or other notice of ownership from any originals or copies of Yodify software, third party software, or any products or Content you access on or through Yodify’s Sites. You agree that you will not remove or alter any copyright notices, watermarks, restrictions and signs indicating proprietary rights of any of our licensors, including copyright mark [©], Creative Commons [(cc)] indicators, or trademarks [® or ™] contained in or accompanying the Yodify Services and/or Licensed Content.

  23. Payment of Fees and Taxes

    1. You will pay the Fees applicable to your subscription to the Services (“Subscription Fees”) and any other applicable fees, including but not limited to applicable fees relating to the value of sales made through your Store when using all payment providers (“Transaction Fees”), and any fees relating to your purchase or use of any products or services such as Third Party Services (“Additional Fees”). Together, the Subscription Fees, Transaction Fees and the Additional Fees are referred to as the “Fees”.
    2. You must maintain a valid payment method on file with us in order to pay all incurred and recurring Fees. Yodify will charge applicable Fees to any valid payment method authorized by you ("Authorized Payment Method"), Yodify will charge the Authorized Payment Method for applicable Fees until the Services are terminated and all outstanding Fees are paid in full. Unless otherwise specified, all Fees and other charges are in US dollars, and all payments will be made in US dollars.
    3. Subscription Fees are paid in advance and are billed every 30 days (each such date is referred to as a "Billing Date"). Yodify reserves the right to charge Transaction Fees and Additional Fees at any time. All outstanding Fees that have not previously been charged will be charged to you on each Billing Date. Yodify and/or its affiliated companies will issue an invoice or credit memo for any payment of Fees or refund made to or by Yodify (“Invoice”). Each Invoice will be issued in electronic form and based on the country stated in your billing address, and will be sent to the Store Owner via the Primary Email Address provided, and will be made available via your administrative console. For the purpose of issuing the Invoice, you may be required to furnish certain Personal Information (as such term is defined in the Privacy Policy) in order to comply with local laws. Please note that the Invoice presented in your Account may be inadequate with your local law requirements, and in such case may be used for pro forma purposes only. Users have approximately two weeks to bring up and resolve and settle any issues with Subscription Fee billing.
    4. If we are unable to process payment of Fees using an Authorized Payment Method, we may make subsequent attempts to process payment using any Authorized Payment Method. We may suspend and revoke access to your Account and the Services if we are unable to successfully process payment of Fees using an Authorized Payment Method within 28 days of our initial attempt. Your Account will be reactivated once you have paid any outstanding Fees as well as the Fees for your next billing cycle. During any period of suspension, you may be unable to access your Account or your Store. If the outstanding Fees are not paid within 60 days of the suspension date, Yodify reserves the right to terminate your Account in accordance with Section 31 (Term and Termination).
    5. In order to ensure that you do not experience any interruption or loss of services, certain Paid Services include an automatic renewal option by default, according to which, such Paid Services will automatically renew upon the end of the applicable subscription period, for a renewal period equal in time to the original subscription period (excluding extended periods) and, unless otherwise notified to you, at the same price (subject to applicable Taxes, changes, and excluding any discount or other promotional offer provided for the first period) (“Renewing Paid Services”). For example, if the original subscription period for a Service is one month, each of its renewal periods (where applicable) will be for one month. Accordingly, where applicable, Yodify will attempt to automatically charge you the applicable Fees using the Stored Card, within up-to two (2) weeks before such renewal period commences. In the event of failure to collect the Fees owed by you, we may in our sole discretion (but shall not be obligated to) retry to collect at a later time, and/or suspend or cancel your Account, without further notice. If your Renewing Paid Service is subject to a yearly or multiple-year subscription period, Yodify will endeavor to provide you a notice prior to the renewal of such Paid Service at least thirty (30) days in advance of the renewal date. By entering into this Agreement and by purchasing a Renewing Paid Service, you acknowledge and agree that the Renewing Paid Service shall automatically renew in accordance with the above terms.
    6. All Fees are exclusive of any applicable federal, provincial, state, local, or other governmental sales, goods, and services taxes, fees, or charges (including Goods and Sales Tax under Singapore's Goods and Services Tax Act, Chapter 117A), harmonized or other taxes, fees, or charges now in force or enacted in the future ("Taxes").
    7. You are responsible for any and all applicable Taxes arising from or as a result of your subscription to or purchase of Yodify's products and services. Yodify charges these Taxes to the extent that they apply based on the billing address you provide to us. Such amounts will be billed to your Authorized Payment Method and are in addition to the Fees for such products and services. If you are exempt from paying such Taxes, you must provide us with proof of your exemption, which may include, in some jurisdictions, an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Yodify will only permit Tax exemption from and after the date we receive satisfactory evidence of your exemption. If Yodify does not charge you Taxes, it is your responsibility to determine whether Taxes are payable and, if so, to self-remit Taxes to the appropriate tax authorities in your jurisdiction.
    8. To avoid ambiguity, all sums payable by you to Yodify under these Terms of Use will be paid in full, without any deductions or withholdings whatsoever. Aside from Taxes charged to you by Yodify and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings mandated by law must be borne by you and paid separately to the relevant taxation authority. Yodify will be entitled to charge the full amount of Fees specified in these Terms of Use to your Authorized Payment Method, ignoring any required or potential deductions or withholdings.
    9. You are solely responsible for calculating, collecting, withholding, reporting, and remitting all applicable taxes, duties, fees, surcharges, and other charges arising from or as a result of any sale on your Yodify Store or your use of the Services. You shall be solely and fully responsible for all Taxes and fees of any nature associated with your e-commerce activities, including any Taxes related to the purchase or sale of the goods and services, and to collect, report and remit the correct amounts to the appropriate authorities and/or inform your Customers of such and provide them with a duly issued invoice as required by law.
    10. Any Taxes indicated by the e-commerce features provided to you by Yodify are solely provided for illustration purposes only, and may not be relied on in any way.
    11. The Services do not have a marketplace. Any sales contract formed through the Services is solely between you and the Customer.
    12. You must keep an accurate location in your Yodify Store's administrative console. If your jurisdiction changes, you must immediately update your location in the administrative console.
    13. Yodify does not provide refunds.
    14. Yodify reserves the right to change its Fees for the Services at any time, upon notice to you if such change may affect your existing subscription(s). We will notify you approximately 30 days in advance of any changes to the Fees by sending an email to the Primary Email Account, providing notification through the Yodify administrative console, or through a comparable method. If you received a discount or other promotional offer, Yodify reserves the right to automatically and without notice renew your subscription to such Yodify Service(s) at the full applicable Fee. Yodify will not be liable to you or any third party for any modification, price change, suspension, or discontinuation of the Services (or any part thereof).
    15. The use of certain Yodify Services may be subject to payment of particular fees, as determined by Yodify in its sole discretion (“Paid Services” and “Fee(s)”, respectively). Yodify will provide notice of such Fees then in effect in relation to such Paid Services. If you wish to receive or use such Paid Services, you are required to pay all applicable Fees in advance.
    16. All Fees shall be deemed to be in U.S. Dollars, except as specifically stated otherwise in writing by Yodify. To the extent permitted by law (and unless specified otherwise by Yodify in writing), all Fees are exclusive of all taxes (including value added tax, sales tax, goods and services tax, etc.), levies or duties imposed by taxing authorities (“Taxes”), and you shall be responsible for payment of all applicable Taxes relating to your use of the Yodify Services, or to any payments or purchases made by you. If Yodify is obligated to collect or pay Taxes for the Fees payable by you, and whether or not such Taxes were added and collected from you for previous transactions, such Taxes may be added to the payment of any outstanding Fees and will be reflected in the Invoice for such transaction. We recommend that you verify the existence of any additional fees you may be charged by third parties in connection with the purchase of Paid Services or in connection with the renewal thereof (such as international transaction fees, currency exchange fees or fees due to banks or credit card companies). Yodify is not responsible for any such additional fees or costs.
    17. As part of registering or submitting information to receive Paid Services, you also authorize Yodify (either directly or through its affiliates, subsidiaries or other third parties) to request and collect payment and service fees (or otherwise charge, refund or take any other billing actions) from our payment provider or your designated banking account, and to make any inquiries Yodify or its affiliates may consider necessary to validate your designated payment account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from your payment, credit card or banking account provider (e.g., updated expiry date or card number as may be provided to us by your credit card company).
    18. You must keep a credit card stored with Yodify to pay for your Paid Services (“Stored Card”). You will be able to identify your Stored Card by its last four digits as in your Account Settings Page.
    19. If, at any time, we record a decline, chargeback or other rejection of a charge of any payable Fees on your Yodify account (“Chargeback”), this will be considered as a breach of your payment obligations hereunder, and your use of the Yodify Services may be automatically disabled or terminated.
    20. In the event a Chargeback is performed, your User Account may be blocked without the option to re-purchase or re-use it, and any data contained in such User Account, including any domains, applications, and Third Party Services, may be subject to cancellation and Capacity Loss (as defined in Section 31 below).
    21. Your use of the Yodify Services will not resume until you re-subscribe for any such Yodify Services, and pay any applicable Fees in full, including any fees and expenses incurred by Yodify and/or any Third Party Services for each Chargeback received (including Fees for Yodify Services provided prior to the Chargeback, handling and processing charges and fees incurred by the payment processor).
    22. If you have any questions or concerns regarding a payment made to Yodify, we encourage you to first contact our Customer Support Team before filing a Chargeback or reversal of payment in order to prevent the Yodify Services from being cancelled and your Account being blocked, and to avoid the filing of an unwarranted or erroneous Chargeback, which may result in your being liable for its applicable Fees, in addition to re-payment of all the Fees applicable to the Yodify Services purchased (and charged-back) by you.
    23. We reserve our right to dispute any Chargeback received, including by providing the relevant credit card company or financial institution with any information and documentation for the purpose of proving that the User responsible for such Chargeback did in fact authorize the transaction(s) and make use of the Services rendered thereafter.

    PLAIN LANGUAGE
    A valid payment method (such as a credit card) must remain on file to pay all service fees, including the subscription, transaction and additional fees required for all stores. You will be billed for your Subscription Fees every 30 days. Any Transaction Fees or Additional Fees will be charged to your payment method. If we are unable to process payment of Fees using your payment method, we may make subsequent attempts to process payment of Fees using your payment method. If payment of Fees is unsuccessful within 28 days of our initial attempt to process payment, Yodify may freeze your store. To make sure you don’t lose your domain or experience interruptions with your website at the end of your subscription period, we’ll automatically renew our service and bill you accordingly, in regular intervals as your initial subscription, unless you turn-off auto-renewal. Some services whether on purpose or mistake may not automatically renew. You should make sure that your subscriptions are renewed in time. You are responsible for all taxes relating to your Store or use of the Services. You may be required to remit Taxes to Yodify or to self-remit to your local taxing authority. No refunds.
  24. e-Commerce Acknowledgments and Warranties

    By using any of our e-Commerce features, you acknowledge, warrant and agree that:

    1. You shall be responsible for and bear all costs of procuring and delivering your goods and services, and for providing them in a safe and professional manner, consistent with industry standards.
    2. You are solely responsible for any and all statements and promises you make and for all assistance, warranty and support regarding the goods and services, and shall provide true contact information on your Store for any questions, complaints or claims.
    3. You may not offer or sell any goods and services, or provide any information, content or material regarding goods and services, which may be deemed hazardous, counterfeit, stolen, fraudulent, offensive or abusive; which are prohibited for sale, distribution or use; or which otherwise fail to comply with any applicable laws, including with respect to consumer rights, intellectual property or privacy rights, product safety, trade regulations and sanctions, support, maintenance and export.
    4. Yodify may, at any time and at its sole discretion, suspend, disable access to or remove your Store and/or any goods and services - whether or not incorporated, published with or made a part of your Store at such time, without any liability to you or to any Customers, including for any Capacity Loss resulted therefrom.
    5. No oral or written information or advice or communications provided by Yodify or any of its' employees, agents, officers, directors, shareholders, suppliers, or affiliates will constitute personal, legal, tax, business, or financial advice or create a warranty, condition or representation of any kind.
  25. Confidentiality

    1. Confidential Information” includes, but is not limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses, and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Yodify’s Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices.
    2. Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service including this Section 26. Each party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each will treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Use, provided that, if legally permitted, the receiving party will give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving party can prove: (a) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (b) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Use; or (c) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Use.
    3. Yodify does not want to receive confidential information from you through or in connection with the Site. Notwithstanding anything that you may note or state in connection with Sharing Content, it shall not be considered confidential information and shall be received and treated by Yodify on a non-confidential and unrestricted basis and Yodify shall not take and shall not be required to take any steps to safeguard the confidentiality of any information that you Share, other than as specified in Yodify's Privacy Policy.

    PLAIN LANGUAGE
    Both you and Yodify agree to use the Confidential Information of the other only to perform the obligations in these Terms of Use. Confidential Information must be protected and respected.

  26. Privacy and Data Protection

    1. Yodify is firmly committed to protecting the privacy of your personal information and the personal information of your Customers. By using the Service, you acknowledge and agree that Yodify’s collection, usage and disclosure of this personal information is governed by our Privacy Policy.
    2. To the extent that Yodify processes personal information of your Customers as a “data processor” or “service provider” under certain data privacy or protection laws, including the EU or UK General Data Protection Regulation and the California Consumer Privacy Act, Yodify’s collection and use of personal information is also subject to our Data Processing Addendum.

    PLAIN LANGUAGE
    Yodify’s use and collection of personal information is governed by our Privacy Policy. Yodify’s use and collection of customer personal information is further governed by our Data Processing Addendum.
  27. Yodify Contracting Party

    If the billing address of your Store is located in the United States or Canada, this Section 28 applies to you:

    1. Yodify Contracting Party” means Yodify Inc., a Canadian corporation, with offices located at 700 West Georgia Street, Suite 2200, Vancouver, BC  V7Y 1K8 Canada
    2. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of British Columbia with respect to any dispute or claim arising out of or in connection with the Terms of Use. The application of the United Nations Convention on Contracts for the International Sales of Goods (CISG) of 11 April 1980 is excluded.
  28. Cancellation by User

    You may discontinue to use and request to cancel your Account and/or any Yodify Service(s) at any time, in accordance with the instructions available on the Yodify Services. The effective date and time for such cancellation shall be the date and time on which you have completed the cancellation process on the Yodify Services, and the effective date for cancellation of Paid Services shall be at the end of such Paid Services’ subscription period. Notwithstanding anything to the contrary in the foregoing, with respect to subscriptions to Renewing Paid Services, such subscription will be discontinued only upon the expiration of the respective period for which you have already made payment. Please note that as the cancellation process may take a number days, in order to avoid the next automatic renewal and respective charge, the cancellation request should be made at least fourteen (14) days prior to the expiration of the then-current service period.
  29. Cancellation by Yodify

    Your failure to comply with any of the Yodify Terms and/or failure to pay any due Fees shall entitle Yodify to suspend (until full payment is made) and/or cancel your Account and Store (or certain features thereof), and any related Yodify Services (e.g., Paid Services or Third Party Services).
  30. Term and Termination

    1. The term of these Terms of Use will begin on the date of your completed registration for use of a Service and continue until terminated by us or by you, as provided below (the “Term”).
    2. You may cancel your Account and terminate the Terms of Use at any time by contacting Yodify Support and then following the specific instructions indicated to you in Yodify’s response.
    3. Without limiting any other remedies, we may suspend or terminate your Account or the Terms of Use for any reason, without notice and at any time (unless otherwise required by law), including if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services. Termination of the Terms of Use will be without prejudice to any rights or obligations which arose prior to the date of termination.
    4. Upon termination of the Services by either party for any reason:
      1. Yodify will cease providing you with the Services and you will no longer be able to access your Account;
      2. Unless otherwise provided in the Terms of Use, you will not be entitled to any refunds of any Fees, pro rata or otherwise;
      3. Any outstanding balance owed to Yodify for your use of the Services through the effective date of such termination will immediately become due and payable in full; and
      4. Your Yodify Store will be taken offline.
      5. Following termination, your domain name will continue to be your sole responsibility and it is your duty to handle all matters related to your domain with the domain provider.
      6. If there are any outstanding Fees owed by you at the date of termination of the Service, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.

    PLAIN LANGUAGE
    To initiate a termination, you must contact Support. Yodify will respond with specific information regarding the termination process for your account. Domains are solely your responsibility. If you cancel in the middle of your billing cycle, you’ll have one last email invoice. We may terminate your account at any time.
  31. Loss of Data, Your User Content and Capacity

    If your Account or any Yodify Services or Third Party Services related to your Account are cancelled (whether at your request or at Yodify’s discretion), it may cause or result in the loss of certain content, features, or capacity of your Account, including any of your User Content, Customer data or other usage data retained therein, and including any domain name reservation or registration that was included in such Services (“Capacity Loss”). Yodify shall not be liable in any way for such Capacity Loss, or for saving a backup of your Account, your User Content or Customer data. Please also note that additional Fees may apply to re-activation of an Account and/or any Yodify Services following their cancellation, as determined by Yodify in its sole discretion.
  32. Limitation of Liability and Indemnification

    You expressly understand, acknowledge and agree that, to the fullest extent permitted by law in each applicable jurisdiction, You agree to indemnify and hold Yodify, our parent, subsidiaries, officers, directors, shareholders, employees, suppliers, affiliates and/or agents harmless from any direct, indirect, incidental, special, punitive, consequential or exemplary damages whatsoever, from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of:

    1. your breach of these Terms of Use or the documents it incorporates by reference (including the AUP);
    2. your violation of any law or the rights of a third party;
    3. any aspect of the transaction between you and your Customer, including but not limited to refunds, fraudulent transactions, alleged or actual violation of applicable laws (including but not limited to Federal and State consumer protection laws), or your breach of the Terms of Use;
    4. errors, mistakes, or inaccuracies of or in any Content;
    5. any personal injury or property damage related to your use of the Yodify Services;
    6. any unauthorized access to or use of our servers and/or any personal information and/or other information stored therein;
    7. any interruption or cessation of transmission to or from the Yodify Services;
    8. the use or display of any Content or any of your User Content posted, emailed, transmitted, or otherwise made available via the Yodify Services;
    9. events beyond the reasonable control of Yodify, including any internet failures, equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, earthquakes, explosions, acts of God, war, terrorism, governmental actions, orders of courts, agencies or tribunals or non-performance of third parties;
    10. loss of use, loss of data, loss of profits, loss of goodwill, or other intangible losses, or other intangible losses however arising, including negligence, out of or relating to the use or inability to use any or all of the Yodify Services; and/or
    11. You are liable for any violation of the Terms of Use by your affiliates, agents, or subcontractors as if it were your own violation.
    12. You assume all risk associated with the use of the Services. The Services are provided "as is" and "as available" without any express, implied, or statutory warranty or condition.
    13. The Services are not warranted by Yodify to be uninterrupted, timely, secure, or error-free.
    14. Yodify does not warrant that the results received by utilizing the Services will be accurate or dependable. 
    15. Yodify is not responsible or liable for any of your tax obligations or liabilities associated with your use of its services.
    16. Yodify does not warrant that the quality of any products, services, information, or other materials purchased, obtained, or received by you through the Services will meet your expectations, nor does it warrant that any errors in the Services will be remedied.

    PLAIN LANGUAGE
    We are not responsible for damages or lawsuits that arise if you break the law, breach this agreement or go against the rights of a third party. The Service is provided on an “as is” and “as available” basis. We provide no warranties and our liability is limited in the event of errors or interruptions.
  33. Indemnity

    You agree to defend, indemnify and hold harmless Yodify, its officers, directors, shareholders, employees, affiliates and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debt and expenses (including attorneys’ fees) arising from: (1) your violation of any term of these Terms of Use or any other Yodify Terms; (2) your violation of any third party right, including any copyright, access rights, property, or privacy right, resulting from your Store or your User Content and/or your use of the Yodify Services, including, without limitation, Yodify Services’ actions for your benefit; and/or (3) any other type of claim that your Store and/or your User Content caused damage to a third party.
  34. Arbitration and Disputes

    Any dispute, controversy or claim arising out of or relating to this Agreement, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules. The tribunal will consist of a sole arbitrator.  The seat of arbitration and the place of arbitration shall be Vancouver, British Columbia, Canada. The language of the arbitration will be the English language. Any award rendered by the arbitrator(s) is final and binding and judgment on the award may be entered in any court having jurisdiction for the enforcement of the award. The costs of arbitration, including fees, travel expenses and other expenses of the arbitrator and witnesses, the fees or charges by the centre and the reasonable legal fees and expenses, as determined by the arbitral tribunal, of the successful party, shall be borne by the unsuccessful party. The parties shall maintain the confidential nature of the arbitration proceeding and the award, including the privacy of the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by Law or judicial decision. Yodify may bring suit in any appropriate forum or court of competent jurisdiction to avoid irreparable harm or to preserve the status quo, or for any breach (or threatened breach) of infringement or misappropriation of our intellectual property rights, and you hereby irrevocably submit and attorn to the original and exclusive jurisdiction of that court in respect of all of those matters, all matters that are not properly subject to arbitration pursuant to these terms and conditions, and all permitted appeals arising from an arbitration pursuant to these terms and conditions.
  35. Feedback and Suggestions

    If you provide us with any suggestions, comments or other feedback relating to the Yodify Services (whether existing, suggested or contemplated), which is or may be subject to any Intellectual Property rights (“Feedback”), such Feedback shall be exclusively owned by Yodify. By providing such Feedback to Yodify, you acknowledge and agree that it may be used by Yodify in order to: (i) further develop, customize and improve of the Yodify Services, (ii) provide ongoing assistance and technical support, (iii) contact you with general or personalized Yodify-related notices and/or interview requests based on your feedback or otherwise, (iv) facilitate, sponsor and offer certain promotions, and monitor performance, (v) to create aggregated statistical data and other aggregated and/or inferred information, which Yodify may use to provide and improve its services, (vi) to enhance Yodify data security and fraud prevention capabilities, and (vii) to comply with any applicable laws and regulations. In addition, you (1) represent and warrant that such Feedback is accurate, complete, and does not infringe on any third party rights; (2) irrevocably assign to Yodify any right, title and interest you may have in such Feedback and (3) explicitly and irrevocably waive any and all claims relating to any past, present or future moral rights, artists’ rights, or any other similar rights worldwide in or to such Feedback.
  36. Unsolicited Idea Submission Policy

    Yodify and its employees do not accept or consider unsolicited suggestions, including ideas for new advertising campaigns, promotions, products or technologies, processes, materials, marketing plans, or product names. Please do not send any original creative artwork, samples, demos, or other creative works. This policy exists to prevent potential misunderstandings or disputes when Yodify's products or marketing strategies may appear similar to ideas submitted to Yodify. Please do not send unsolicited ideas to Yodify or anyone at Yodify. If, despite our request that you not send us your ideas and materials, you choose to send them anyway, please understand that Yodify makes no assurances that they will be kept confidential or treated as exclusive property, confidential or proprietary.
  37. Mobile Devices and Mobile Applications

    1. If you use a mobile device to access pages of the Site optimized for viewing via a mobile device, opt in to receive SMS (text messages) from the Service (as/when available) or using a mobile application, the following additional terms and conditions ("Mobile Terms") also apply to you. Your access to the Site via your mobile device or use of a mobile application confirms your agreement to these Mobile Terms, as well as the rest of the Terms of Use.
    2. You agree that you are solely responsible for all message and data charges that apply to use of your mobile device to access the Site or use of a mobile application. All such charges are billed by and payable to your mobile service provider. Please contact your participating mobile service provider for pricing plans, participation status and details. You understand that wireless through Wi-Fi or a participating mobile service provider may not be available in all areas at all times and may be affected by product, software, coverage or other service changes made by your mobile service provider or otherwise. Additional terms and conditions may apply to your use of a mobile application, based on the type of mobile device on which you install and/or use the mobile application.
  38. Misconduct and Abuse

    When using the Yodify Services, you may be exposed to Stores, Materials, or Third Party Services from a variety of sources, which may be inaccurate, offensive, objectionable or illegal. You hereby waive any legal or equitable rights or remedies you have or may have against Yodify with respect thereto.

    If you believe a User or any Third Party Services acted inappropriately or otherwise misused any of the Yodify Services, please immediately report such User and/or Third Party Service to us at reportabuse@yodify.com. You agree that your report shall not impose any responsibility or liability upon Yodify, and that Yodify may consider such report and act upon it, refrain from taking any such action or require additional information or documents before doing so, at its sole discretion.
  39. Compliance with Export Control Regulations

    1. If the User transfers information, software, and/or documentation provided by Yodify to a third party, the User shall comply with all applicable national and international (re-) export control regulations. In any event of such transfer the User shall comply with the (re-) export control regulations of Canada, of the United States of America, and of the European Union.
    2. Prior to any such transfer to a third party the User shall in particular check and guarantee by appropriate measures that:
      • There will be no infringement of an embargo imposed by the United States of America, the European Union, and/or by the United Nations by such transfer or by provision of other economic resources in connection with information, software and documentation provided by Yodify, also considering the limitations of domestic business and prohibitions of by-passing those embargos;
      • Such information, software and documentation provided by Yodify are not intended for use in connection with armaments, nuclear technology or weapons, if and to the extent such use is subject to prohibition or authorization, unless required authorization is provided;
      • The regulations of all applicable Sanctioned Party Lists of the United States of America, and the European Union concerning the trading with entities, persons and organizations listed therein are considered.
    3. If required to enable authorities or Yodify to conduct export control checks, the User, upon request by Yodify, shall promptly provide Yodify with all information pertaining to the particular end-user, the particular destination and the particular intended use of information, software and documentation provided by Yodify, as well as any export control restrictions existing.
    4. The User shall indemnify and hold harmless Yodify from and against any claim, proceeding, action, fine, loss, cost and damages arising out of or relating to any noncompliance with export control regulations by the User, and the User shall compensate Yodify for all losses and expenses resulting thereof, unless such noncompliance was not caused by fault of the User. This provision does not imply a change in burden of proof.
    5. Yodifys' obligation to fulfill an agreement is subject to the proviso that the fulfillment is not prevented by any impediments arising out of national and international foreign trade and customs requirements or any embargos or other sanctions.
    6. You may not access, download, use or export the Site, or the Content provided on or through the Site, in violation of Canadian, United States of America, and European Union export laws or regulations, or in violation of any other applicable laws or regulations.
    7. You agree to comply with all export laws, restrictions and regulations of any Canadian, United States of America, and European Union, or applicable agency or authority, and to not directly or indirectly provide or otherwise make available any Services and Content of Yodify in violation of any such restrictions, laws or regulations, including, without limitation, laws, restrictions or regulations pertaining to the development, design, manufacture or production of nuclear, chemical or biological weapons or missile technology.
    8. As applicable, you shall obtain and bear all expenses related to any necessary licenses, authorizations, and/or exemptions with respect to your own use of the Services and Content of Yodify outside the United States of America.
    9. Neither the Services or Content of Yodify nor the underlying information or technology may be downloaded or otherwise provided or made available, either directly or indirectly, into any country subject to United States of America trade sanctions, (Supplement No. 1 to Part 740, Export Administration Regulations, Country Group E:1), to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions.
    10. By agreeing to these Terms of Use, you agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
  40. Notices

    We may provide you with notices in any of the following methods: (1) via the Yodify Services, including by a banner or pop-up within the Yodify Site, Account, administrative console or elsewhere; (2) by email, sent to the email address you provided us; and/or (3) through any other means, including any phone number or physical address you provided us. Yodify’s notice to you will be deemed received and effective within twenty four (24) hours after it was published or sent through any of the foregoing methods, unless otherwise indicated in the notice.
  41. Relationship

    The Yodify Terms of Use, and your use of the Yodify Services, do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between Yodify and you.
  42. Entire Agreement

    These Terms of Use, together with the Yodify Terms and any other legal or Fee notices provided to you by Yodify, shall constitute the entire agreement between you and Yodify concerning the subject matter hereof or thereof, and supersede any and all prior or contemporaneous agreements, understandings, promises, conditions, negotiations, covenants or representations, whether written or oral, between Yodify and you, including those made by or between any of our respective representatives, with respect to any of the Yodify Services. You further agree that you are not relying upon any promise, inducement, representation, statement, disclosure or duty of disclosure of Yodify in entering into any of the Yodify Terms of Use.
  43. Assignment

    Yodify may assign its rights and/or obligations hereunder and/or transfer ownership rights and title in the Yodify Services, Content, and/or Licensed Content to a third party without your consent or prior notice to you. You may not assign or transfer any of your rights and obligations hereunder without the prior written consent of Yodify. Any attempted or actual assignment thereof without Yodify’s prior explicit and written consent will be null and void. In any event, an assignment or transfer pursuant to this Section ‎44 shall not in itself grant either Yodify or you the right to cancel any Yodify Services or Third Party Services then in effect.
  44. Severability & Waivers

    If any provision of the Yodify Terms of Use is deemed by a court of competent jurisdiction to be invalid, unlawful, void, or for any reason unenforceable, then such provision shall be deemed severable and will not affect the validity and enforceability of the remaining provisions. No Waiver of any breach or default of any of the Yodify Terms of Use shall be deemed to be a waiver of any preceding or subsequent breach or default.
  45. Headings

    Any heading, caption or section title contained herein, and any explanation or summary under the headings “PLAIN LANGUAGE” column, is provided only for convenience, and in no way defines or explains any section or provision hereof, or legally binds Yodify, our parent, subsidiaries, officers, directors, shareholders, employees, suppliers, affiliates and/or agents, in any way.
  46. Disclaimer of Warranties

    We provide the Yodify Services on an “As Is”, “with all faults” and “As Available” basis, without any warranties of any kind, including any implied warranties or conditions of merchantability, fitness for a particular purpose, workmanlike effort, non-infringement, or any other warranty – all to the fullest extent permitted by law. We specifically do not represent or warrant that the Yodify Services (or any part, feature or Content thereof) are complete, accurate, of any certain quality, reliable or secure in any way, suitable for or compatible with any of your (or your Customers’) contemplated activities, devices, operating systems, browsers, software or tools (or that they will remain as such at any time), or comply with any laws applicable to you or your Customers (including in any jurisdiction in which you operate), or that their operation will be free of any viruses, bugs or other harmful components or program limitations. Moreover, we do not endorse any entity, product or service (including any Third Party Services) mentioned on or made available via the Yodify Services – so please be sure to verify those before using or otherwise engaging them.
     
    Yodify may, at its sole discretion (however it shall have no obligation to do so), screen, monitor and/or edit any Store and/or occurrence of User Content, at any time and for any reason, with or without notice.
     
    Notwithstanding anything to the contrary in the foregoing, in no circumstances may Yodify be considered as a “publisher” of any User Content, does not in any way endorse any User Content, and assumes no liability for any User Content uploaded, posted, published and/or made available by any User or any other party on and/or through the Yodify Services, for any use by any party, or for any loss, deletion or damage thereto or thereof or any loss, damage, cost or expense that you or others may suffer or incur as a result of or in connection with publishing, accessing and/or relying on any User Content. Furthermore, Yodify shall not be liable for any mistakes, defamation, libel, falsehoods, obscenity, pornography, incitement and/or any other unlawful and/or infringing User Content you or any other party may encounter.
     
    You acknowledge that there are risks in using the Yodify Services and/or connecting and/or dealing with any Third Party Services through or in connection with Yodify Services, and that Yodify cannot and does not guarantee any specific outcomes from such use and/or interactions, and you hereby assume all such risks, liabilities and/or harm of any kind arising in connection with and/or resulting from such interactions. Such risks may include, among others, misrepresentation of information about and/or by Third Party Services and/or Licensed Content, breach of warranty and/or contract, violation of rights, and any consequent claims.
     
    Yodify does not recommend the use of the Yodify Services for hosting of personal content and shall not bear any security or integrity obligations or risks regarding breach or damage to any such content.

    PLAIN LANGUAGE
    We make no warranties regarding our services, including their quality, reliability, security, compatibility and conditions. We may monitor and edit your website and content. However, we are not to be considered a “publisher” of your content, we do not endorse your content, and will not be liable for any content used by you or anyone else. There are risks in using our services or anyone else’s services. You accept such risks.
  47. Severability & Waivers

    If any provision of the Yodify Terms of Use is deemed by a court of competent jurisdiction to be invalid, unlawful, or for any reason unenforceable, then such provision shall be deemed severable and will not affect the validity and enforceability of the remaining provisions. No Waiver of any breach or default of any of the Yodify Terms of Use shall be deemed to be a waiver of any preceding or subsequent breach or default. If any provision, or portion of a given provision, of these Yodify Terms of Use is, for any reason, held to be invalid, illegal, void, or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect the validity or enforceability of any other provision (or the unaffected portion of the provision), and the Terms of Use will be construed as if such invalid, illegal, or unenforceable provision, or portion of the provision, had never been contained within these Terms of Use.
  48. General Conditions

    1. The Terms of Use, together with the documents it includes by reference, comprise the entire agreement between you and Yodify and govern your use of the Services and your Account, superseding all prior agreements between you and Yodify (including, but not limited to, any prior versions of the Terms of Use).
    2. Yodify's failing to exercise or enforce any right or provision of the Terms of Use will not be construed as a waiver of that right or provision. If any provision of the Terms of Use, including all terms and conditions and other documents it incorporates by reference, is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to achieve the original provision's objectives to the maximum extent permitted by law, and the remaining provisions of the Terms of Use will remain in full force and effect.
    3. Except for Yodify and its affiliates, you or anyone accessing Yodify Services pursuant to these Terms of Use, and unless otherwise provided in these Terms of Use, no person or entity who is not a party to these Terms of Use shall have any right to enforce any provision of these Terms of Use, regardless of whether such person or entity has been identified by name, as a member of a class, or as fitting a particular description. For the avoidance of doubt, this will not affect the rights of any permitted assignee or transferee of these Terms.
    4. The Terms of Use will be governed by and interpreted in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein, without regard to principles of conflicts of laws.
    5. The Terms of Use may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Terms of Use and Yodify’s Terms of Use available in another language, the most current English version of the Terms of Use at https://www.yodify.com/legal/terms will prevail. Any disputes arising out of these Terms of Use will be resolved in English unless otherwise determined by Yodify (acting in its sole discretion) or as required by applicable law.
    6. All terms and provisions of the Terms of Use are binding and inure to the benefit of the parties to the Terms of Use, and to their respective heirs, successors, permitted assigns, and legal representatives. Yodify will be permitted to assign these Terms of Use without notifying you or obtaining your approval. You may not assign or transfer the Terms of Use, or any of your rights or obligations hereunder, to any third party without Yodify's prior written authorization, which may be granted or refused at Yodify's sole discretion.
    7. On termination, all related rights and obligations under the Terms of Use immediately terminate, except that (a) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination; and Sections 1 (Agreement to Terms of Use; Ownership of Site), 2 (Modifications), 15 (Intellectual Property and User Content), 21 (Third Party Services), 24 (Payment of Fees), 26 (Confidentiality), 27 (Privacy and Data Protection), 28 (Yodify Contracting Party), 29, 30 and 31 (Cancellation and Termination), 33 (Limitation of Liability and Indemnification), 36 (Feedback and Suggestions), XXX (Reviews), and 49 (General Conditions) will survive the termination or expiration of these Terms of Use.

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    Yodify Inc.
    700 West Georgia Street
    Suite 2200
    Vancouver, BC  V7Y 1K8
    Canada