YoYotta - Terms and Conditions
This Agreement effective August 18, 2017 governs the relationship between the Licensee and YoYotta Ltd, a duly registered company whose principal place of business is London, UK (hereinafter: Licensor). This Agreement sets out the terms, rights, restrictions and obligations on using YoYotta software (hereinafter: The Software) created and owned by Licensor, as detailed herein. In consideration of the mutual covenants contained herein and for other good and valuable consideration (the receipt and sufficiency of which is acknowledged by each party hereto) the parties agree as follows:
License Grant: Licensor hereby grants Licensee and its parent, subsidiary, related and affiliated companies, divisions or entities (“Licensee Parties”) a Single, Non Assignable & Non Transferable (except to the Licensee Parties), perpetual, commercial, royalty free license. Without the rights to create derivative works, non exclusive license, all with accordance with the terms set forth and other legal restrictions set forth in 3rd party software used while running Software.
Limited: Licensee may use Software for the purpose of: Running Software on the Licensee’s computer; This license is granted perpetually, as long as you do not materially breach it.
Non Assignable & Non-Transferable: Licensee may not assign or transfer their rights and duties under this license. Commercial, Royalty Free: Licensee may use Software for any purpose, including paid-services, without any royalties.
Term & Termination: The Term of this license shall be until terminated. Licensor may terminate this Agreement, including Licensee’s license in the case where Licensee became insolvent or otherwise entered into any liquidation process; or knowingly exported The Software to any jurisdiction where licensor may not enforce their rights under this agreements in; or Licensee was in breach of any of this license's terms and conditions and such breach was not cured, immediately upon notification; or Licensee in breach of any of the terms of this license; or Licensee knowingly entered into any arrangement which caused Licensor to be unable to enforce their rights under this License.
Payment: In consideration of the License granted under clause 2, Licensee shall pay Licensor a fee, via credit card, bank transfer or any other means which Licensor may deem adequate. Failure to perform payment shall construe as material breach of this Agreement.
Options, Updates and Fixes: Licensor may provide Licensee, from time to time, with Updates or Fixes, as detailed herein and according to their sole discretion. Licensee hereby agrees to keep The Software up-to-date and install all relevant Updates and Fixes so long as the Software remains a functional equivalent to the Software prior to such installation(s), and may, at their sole discretion, purchase Options, according to the rates set by Licensor. Licensor shall provide any Update or Fix free of charge; however, nothing in this Agreement shall require Licensor to provide Updates or Fixes.
Updates: For the purpose of this license, an Update shall be a minor amendment in The Software, which may contain new features or minor improvements.
Fixes: For the purpose of this license, a fix shall be a minor amendment in The Software, intended to remove bugs or alter minor features which impair the Software's functionality.
Options: For the purpose of this license, an Option shall be a material amendment in The Software, which contains new features and or major performance improvements.
Support: Software is provided under an AS-IS basis and without any support, updates or maintenance. Nothing in this Agreement shall require Licensor to provide Licensee with support or fixes to any bug, failure, mis-performance or other defect in The Software.
Bug Notification: Licensee may provide Licensor of details regarding any bug, defect or failure in The Software promptly and with no delay from such event; Licensee shall comply with Licensor's request for information regarding bugs, defects or failures and furnish him with information, screenshots and try to reproduce such bugs, defects or failures.
Feature Request: Licensee may request additional features in Software, provided, however, that (i) Licensee shall waive any claim or right in such feature should feature be developed by Licensor; (ii) Licensee shall be prohibited from developing the feature, or disclose such feature request, or feature, to any 3rd party directly competing with Licensor or any 3rd party which may be, following the development of such feature, in direct competition with Licensor; (iii) Licensee warrants that feature does not infringe any 3rd party patent, trademark, trade-secret or any other intellectual property right; and (iv) Licensee developed, envisioned or created the feature solely by himself.
Feedback: Licensee may choose to provide feedback (including, but not limited to, bug notifications and feature requests) to Licensor concerning the Software (the “Feedback”) and Licensor shall be free to use and exploit such Feedback without restriction; provided, however, that any of the Licensee’s confidential information shall not be considered Feedback. Licensor shall not directly attribute to Licensee the Feedback or other information regarding the Licensee’s use of the Software. Licensee provides Feedback on an “as-is” basis and makes no warranties or representations under this Agreement with respect to such Feedback, express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
Liability: To the extent permitted under Law, The Software is provided under an AS-IS basis. Licensor shall never, and without any limit, be liable for any damage, cost, expense or any other payment incurred by Licensee as a result of Software’s actions, failure, bugs and/or any other interaction between The Software and Licensee’s end-equipment, computers, other software or any 3rd party, end-equipment, computer or services.
Warranty: Intellectual Property: Licensor hereby warrants that The Software does not violate or infringe any 3rd party claims in regards to intellectual property, patents and/or trademarks and that to the best of its knowledge no legal action has been taken against it for any infringement or violation of any 3rd party intellectual property rights.
No-Warranty: Except as stated herein, the Software is provided without any warranty; Licensor hereby disclaims any warranty that The Software shall be error free, without defects or code which may cause damage to Licensee’s computers or to Licensee, and that Software shall be functional. Licensee shall be solely liable for any damage, defect or loss incurred as a result of operating software and undertake the risks contained in running The Software on License’s computers.
Disclaimer: To the extent permitted under law, Licensor does not claim that: (a) The Software will be satisfactory and adequate to Licensee’s needs, (b) that the Software does not interfere with Licensee’s regular operation, (c) that the Software will meet the standards and scope of Licensee’s computer systems and architecture, or (d)the Software will fit Licensee’s particular purpose.
Refunds: The Licensee can request a refund up to 28 days from the purchase date and provided the license is uninstalled, this refund subject to possible costs will be processed by the Licensor. After this period the Licensee warrants that they inspected The Software and that it is adequate to their needs. As The Software is intangible goods, Licensee shall not be, ever, entitled to any refund, rebate, compensation or restitution for any reason whatsoever, even if The Software contains material flaws.
Indemnification: Licensee hereby warrants to hold Licensor harmless and indemnify Licensor for any lawsuit brought against it in regards to Licensee’s use of The Software in means that violate, breach or otherwise circumvent this license, Licensor's intellectual property rights or Licensor's title in The Software. Licensor shall promptly notify Licensee in case of such legal action and request Licensee’s consent prior to any settlement in relation to such lawsuit or claim.
Governing Law, Jurisdiction: Licensee hereby agrees not to initiate class-action lawsuits against Licensor in relation to this license and to compensate Licensor for any legal fees, cost or attorney fees should any claim brought by Licensee against Licensor be denied, in part or in full.
Please do not hesitate to contact us regarding any matter relating to these Terms and Conditions at firstname.lastname@example.org.