END USER LICENSE AGREEMENT
Effective Date: December 18, 2018
Yva.AI, Inc. (former Findo, Inc.), a Delaware corporation with its principal place of business located at 68 Willow Road, Menlo Park, California 94025 (“Yva.AI,” “we” or “us”), either directly or through an authorized third party reseller (“Reseller”), provides the downloadable employee engagement and performance management software (“Software”) subject to this End User License Agreement (“EULA”).
BY DOWNLOADING AND USING THE SOFTWARE, YOU (OR “LICENSEE”) AFFIRM THAT:
- YOU HAVE READ AND UNDERSTAND THIS EULA;
- YOU WILL COMPLY WITH THIS EULA;
- YOU ARE AT LEAST THE AGE OF LEGAL MAJORITY IN YOUR PLACE OF RESIDENCE OTHERWISE LEGALLY COMPETENT TO ENTER INTO LEGAL CONTRACTS; AND
- IF YOU ARE USING THE SOFTWARE OR SERVICE ON BEHALF OF YOUR EMPLOYER OR OTHER LEGAL ENTITY, YOUR ACCEPTANCE OF THIS EULA IS DEEMED AN AGREEMENT BETWEEN Yva.AI AND YOUR EMPLOYER OR OTHER LEGAL ENTITY, ALL REFERENCES TO “YOU” SHALL BE DEEMED REFERENCES TO THAT ENTITY AND YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY TO THIS EULA.
IF YOU DO NOT HAVE THE AUTHORITY TO BIND YOUR EMPLOYER OR OTHER LEGAL ENTITY TO THIS EULA OR IF YOU DO NOT AGREE WITH THIS EULA, THEN YOU ARE NOT AUTHORIZED TO ACCESS, INSTALL OR USE THE SOFTWARE.
If the Software is accompanied by a hard copy of a separate agreement with Yva.AI or an Yva.AI Reseller governing terms of your use of the Software, then, in the case of any discrepancy in content between the text of this EULA and the text in the hard copy of such separate agreement, the text in the hard copy of the separate agreement shall prevail.
Subject to the terms and conditions of this EULA and conditioned on compliance with this EULA, Yva.AI hereby grants to you (or “Licensee”) a non-exclusive, non-sublicensable and non-transferable, limited license to use the Software and manuals, instructions and other documents and materials that describe the functionality, components, features or requirements of the Software (“Documentation”) during the Term (as defined below).
You may install, use and run one copy of the Software. You may make one copy of the Software solely for testing, disaster recovery or archival purposes. Any copy of the Software that you make (i) remains the exclusive property of Yva.AI; (ii) is subject to the terms and conditions of this EULA; and (iii) must include all copyright or other intellectual property rights notices contained in the original.
The Software may include any software component that is subject to an open-source copyright license agreement (“Open-Source Components”). Any use of the Open-Source Components shall be governed by, and subject to, the terms and conditions of their applicable licenses.
You understand that Yva.AI owns the Software and acknowledge and agree that:
- the Software and Documentation are licensed, not sold, by Yva.AI and you do not and will not have or acquire under or in connection with this EULA any ownership interest in the Software, Documentation or Website or in any related intellectual property rights;
- Yva.AI is and will remain the sole and exclusive owner of all right, title and interest in and to the Software and Documentation, including all intellectual property rights relating thereto, subject only to the rights of third parties in Open-Source Components and the limited license granted to you under this EULA; and
- You hereby unconditionally and irrevocably assign to Yva.AI your entire right, title and interest in and to any intellectual property right that you may now or hereafter have in or relating to the Software or Documentation (including any rights in derivative works or patent improvements relating to either of them), whether held or acquired by operation of law, contract, assignment or otherwise.
The Software may process text, documents, audio files, video files, image files, messages, comments and/or any other content (“User Content”) connected to an Account. Except as otherwise set forth in this EULA, Yva.AI does not claim ownership over any User Content. You are solely responsible for any User Content processed through the Software. But, in order to enable Yva.AI to improve the Software, provide you with support and trouble-shoot your technical problems, and for Licensee use analytics, you grant to Yva.AI a royalty free, worldwide, irrevocable right and license to use, modify (for technical purposes only) and reproduce User Content. You represent and warrant that you own (or have sufficient rights to) all right, title, and interest in and to the User Content provided to Yva.AI in connection with support services. You also agree that Yva.AI may collect analytics data related to use of the Software none of which is identifies any individual natural person.
USING THE SOFTWARE
The Software may be available either at www.yva.ai or via a Reseller’s website (collectively, “Website”). The Software may be bundled with third party software products and/or services and may be provided as a desktop application for Windows or for OS X and also via a mobile application for the iOS and Android mobile operating systems.
Creating an Account. After you agree to this EULA (“Your Effective Date”), you can download and install one copy of the Software via the Website. Each registered user needs to create an account (“Account”) to use the Software. You agree that you will maintain your Account information to ensure that it is always current, complete and accurate. If you provide untrue, incomplete or inaccurate information, you understand that we have the right to terminate your Account and use of the Software. You are solely responsible for the safekeeping of your password and for any actions performed through your Account.
Restrictions on Use of Software.You understand and agree that you and each other user of the Software may not use the Software on behalf of or for the benefit of any third party (other than as expressly authorized by Yva.AI) and only in a manner that complies with all applicable laws. If your use of the Software is prohibited by applicable laws, then you aren’t authorized to use the Software. Yva.AI cannot and will not be responsible for your using the Software in a way that breaks the law.
Except as this EULA expressly permits Licensee shall not, and shall not permit any other person to:
- copy the Software, in whole or in part;
- modify, correct, adapt, translate, enhance or otherwise prepare derivative works or improvements of the Software;
- rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Software to any person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service;
- reverse engineer, disassemble, decompile, decode or adapt the Software or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part;
- bypass or breach any security device or protection used for or contained in the Software, Documentation or Website;
- remove, delete, efface, alter, obscure, translate, combine, supplement or otherwise change any trademarks, terms of the Documentation, warranties, disclaimers, or intellectual property rights, proprietary rights or other symbols, notices, marks or serial numbers on or relating to any copy of the Software or Documentation;
- use the Software in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;
- use the Software for purposes of: (i) benchmarking or competitive analysis of the Software; (ii) developing, using or providing a competing software product or service; or (iii) any other purpose that is to Yva.AI’s detriment or commercial disadvantage; or
- use any Open-Source Components in any manner or for any purpose or application not expressly permitted by the controlling open-source license.
A violation of any of the above restrictions is grounds for termination of your right to use the Software.
Yva.AI’s Security Measures: The Software may contain technological measures designed to prevent unauthorized or illegal use of the Software. You acknowledge and agree that: (a) Yva.AI may use these and other lawful measures to verify compliance with this EULA and enforce Yva.AI’s rights in and to the Software; and (b) Yva.AI or its designee may collect, maintain, process and use diagnostic, technical, usage and related information, including information about computers, systems and software that Yva.AI may gather periodically to improve the performance of the Software or develop new features.
Yva.AI or its Reseller will provide limited support for the Software as described in the Support Policy then in effect and available at https://findohelp.zendesk.com/hc/en-us/articles/360006499274-Yva-ai-Technical-Support-Policy.
UPDATES TO THE SOFTWARE
Yva.AI may from time to time, in its sole discretion, develop and provide updates for the Software or Website, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, “Updates”). Updates also may modify or delete certain features and functionality. You agree that Yva.AI has no obligation to provide Updates or to continue to provide or enable any particular feature or functionality. Please promptly download and install all Updates. If you do not, portions of the Software may not properly operate. All Updates are part of the Software and subject to this EULA.
FEES AND PAYMENT
In consideration of the rights granted to you under this EULA, you agree to pay to Yva.AI the license fees (“License Fee”) set forth in Yva.AI’s then-current fee list available at https://yva.ai/en/pricing (“Fee Schedule”). Yva.AI reserves the right to modify the Fee Schedule upon 30 days’ advance written notice via email.
You cannot download the Software until your first License Fee payment is received. Payments are due in advance accordance with the Fee Schedule, which is generally annually or monthly. You shall pay the License Fee due under this EULA on or before Your Effective Date in the manner set forth on the order form you submitted and accepted by Yva.AI for your purchase of the license for the Software granted under this EULA.
If you choose to pay the License Fees by credit card, License Fees are automatically charged to the credit card that you provided. Additional fees will be charged to you on a pro rata basis if you upgrade. To cancel credit card payments of License Fees, please, contact Yva.AI firstname.lastname@example.org. We begin to process cancellation requests immediately but your credit card provider may require several days to process your cancellation request. Any cancellation would take effect at the end of the current term and no refunds shall be provided. We are not responsible for delays caused by your credit card company.
Yva.AI does not store, process or transmit any of your credit card data but relies entirely on third parties to handle these functions. You must comply with such third party’s terms made available to you.
In consideration of Yva.AI providing installation and related services under this EULA, Licensee shall pay to Yva.AI mutually-agreed fees and reimburse Yva.AI for out-of-pocket expenses incurred by Yva.AI in connection with performing these services.
The License Fee and other amounts payable under this EULA are exclusive of taxes and similar assessments and without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law). Without limiting the foregoing, you are responsible for all sales, service, use and excise taxes, and any other similar tax, duty and charge of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable hereunder, other than taxes imposed on Yva.AI’s income.
If payment in full of any amount owed to Yva.AI under this EULA is not received by Yva.AI after such payment has become due, such amounts will thereafter bear interest at the rate 0.05% per day or the maximum rate permitted by applicable law, whichever is less. Yva.AI also reserves the right to disable the Software if any payment is unpaid for more than 75 days. If any payment due Yva.AI is collected at law or through an attorney at law or under advice therefrom or through a collection agency, you agree to pay all costs of collection, including, without limitation, all court costs and reasonable attorneys' fees.
Unless otherwise agreed by the parties, the Software licensed under this EULA requires the payment of consideration. Consideration under this EULA is the price of the License established by Yva.AI or an Yva.AI reseller and payable in accordance with the payment procedures established by them or may be included in the value of equipment or hardware obtained by you or is part of the consideration payable by you for the full version of the Software.
If the Software You have received with this EULA is a pre-commercial release provided for a trial or for demonstration, verification or testing purposes, has limited or less than full functionality, labeled "Try&Buy” “Trial”, “Demo” or was provided at no charge (“Restricted Software”), then this article shall apply until such time that You obtain (purchase) a license for the full version of the Software. To the extent that any provision in this article is in conflict with any other term or condition in this EULA, this article shall supersede such other term(s) and condition(s) with respect to the Restricted Software, but only to the extent necessary to resolve the conflict.
THE RESTRICTED SOFTWARE IS PROVIDED TO YOU “AS IS” AND WITHOUT WARRANTY OR INDEMNITY (EXPRESS, IMPLIED OR STATUTORY) OF ANY KIND. THE RESTRICTED SOFTWARE DOES NOT REPRESENT FINAL SOFTWARE FROM YVA.AI, AND MAY CONTAIN BUGS, ERRORS AND OTHER PROBLEMS THAT COULD CAUSE SYSTEM OR OTHER FAILURES AND DATA LOSS. TO THE GREATEST EXTENT ALLOWABLE UNDER APPLICABLE LAWS, NO WARRANTY SHALL APPLY TO THE RESTRICTED SOFTWARE, AND FOR CLARITY YOU ACKNOWLEDGE THAT ABBYY DISCLAIMS ANY WARRANTY OR LIABILITY OBLIGATIONS TO YOU OF ANY KIND INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, QUIET ENJOYMENT, AND FITNESS FOR A PARTICULAR PURPOSE. WHERE LIABILITY CANNOT BE EXCLUDED BUT MAY BE LIMITED, YVA.AI’S TOTAL LIABILITY AND THAT OF ITS PARTNERS SHALL BE LIMITED TO THE SUM OF FIFTY UNITED STATES DOLLARS (U.S. $50) OR THE TOTAL AMOUNT YOU PAID FOR THE SOFTWARE, WHICHEVER IS GREATER.
Restricted Software may have limited functionality, such as having functionality for a limited period of time, and upon expiration of permitted functionality (“time-out”), Your access and ability to use the Restricted Software may be disabled. Upon a time-out, Your rights under the EULA shall terminate, unless You obtain a new License from Yva.AI or from Reseller. You may hire or engage one or more subcontractors to test the functionality of the Restricted Software, provided that You shall in any cases remain responsible for Your obligations under this EULA.
TERM AND TERMINATION
The term of this EULA commences as of Your Effective Date and will continue in effect until terminated as provided in this EULA (“Term”).
Yva.AI may terminate this EULA at any time on written notice to Licensee (i) if Licensee materially breaches this EULA and such breach is incapable of cure or (ii) if Licensee: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay its debts as they become due; (iii) becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property.
You may stop using the Software or Website at any time. This EULA automatically terminates when you fail to comply or if we reasonably believe that you have not complied with any term or condition of this EULA. Termination will not limit any of Yva.AI’s other rights or remedies.Any provision that must survive in order to give proper effect to the intent and purpose of this EULA shall survive termination.
Yva.AI and you each warrant that:
- it has the full right, power and authority to enter into and perform its obligations and grant the rights, licenses and authorizations it grants and is required to grant under this EULA;
- the execution of this EULA was duly authorized by all necessary action; and
- when executed and delivered by both Yva.AI and you, this EULA will constitute the legal, valid and binding obligation of each party, enforceable against such party in accordance with its terms.
Yva.AI warrants to Licensee that for a period of sixty (60) days from Your Effective Date (the “Warranty Period”) the Software will substantially conform in all material respects to the specifications set forth in the Documentation when installed, operated and used as recommended in the Documentation and in accordance with this EULA. The foregoing limited warranty does not apply to problems arising out of or relating to:any operation or use of, or other activity relating to, the Software other than as specified in the Documentation, including any incorporation in the Software of, or combination, operation or use of the Software in or with, any technology (including any software, hardware, firmware, system or network) or service not specified for Licensee’s use in the Documentation, unless otherwise expressly permitted by Yva.AI in writing; Licensee’s or any third party’s negligence, abuse, misapplication or misuse of the Software, including any use of the Software other than as specified in the Documentation; Licensee’s failure to promptly install all Updates previously made available to Licensee; the operation of, or access to, Licensee’s or a third party’s system or network; any Open-Source Components, beta software, software that Yva.AI makes available for testing or demonstration purposes, temporary software modules or software for which Yva.AI does not receive a license fee; or Licensee’s material breach of any material provision of this EULA; or any other circumstances or causes outside of the reasonable control of Yva.AI.
The limited warranty above shall apply only if Licensee: (a) notifies Yva.AI in writing of the warranty breach before the expiration of the Warranty Period; (b) has promptly installed all Updates to the Software that Yva.AI made available to Licensee; and (c) as of the date of notification, is in compliance with all terms and conditions of this EULA. If Yva.AI does not cure a warranty breach within sixty (60) days after receipt of written notice of such breach, Licensee shall have the right to terminate this EULA. THIS IS LICENSEE’S SOLE REMEDY AND Yva.AI’S ENTIRE OBLIGATION AND LIABILITY FOR ANY BREACH OF ANY WARRANTY OF THE SOFTWARE OR DOCUMENTATION SET FORTH IN THIS EULA.
DISCLAIMER OF WARRANTIES
EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH ABOVE, THE SOFTWARE, DOCUMENTATION, WEBSITE AND OTHER PRODUCTS, INFORMATION, MATERIALS AND SERVICES PROVIDED BY Yva.AI ARE PROVIDED “AS IS.” Yva.AI HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER (INCLUDING ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE), AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, Yva.AI MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE OR DOCUMENTATION, OR ANY OTHER Yva.AI OR THIRD-PARTY GOODS, SERVICES, TECHNOLOGIES OR MATERIALS (INCLUDING ANY SOFTWARE OR HARDWARE), OR ANY PRODUCT OR RESULT OF THE USE OF ANY OF THEM, WILL MEET YOUR OR OTHER USERS’ REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OTHER GOODS, SERVICES, TECHNOLOGIES OR MATERIALS (INCLUDING ANY SOFTWARE, HARDWARE, SYSTEM OR NETWORK) OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. ALL OPEN-SOURCE COMPONENTS AND OTHER THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY OF THEM IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF SUCH OPEN-SOURCE COMPONENTS AND THIRD-PARTY MATERIALS.
Your use of the Software and Website is at your own risk. Although we use commercially reasonable efforts to make sure that the Software and Website are accurate and reliable, Yva.AI does not warrant that the Software and Website are accurate, complete, reliable or error-free.
THE SOFTWARE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, METHOD VENTURES EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Any oral or written advice provided by Yva.AI or its agents does not and will not create any warranty.
Licensee shall indemnify, defend and hold harmless Yva.AI and its officers, directors, employees, agents, subcontractors, successors and assigns (each, a “Yva.AI Indemnitee”) from and against any and all losses incurred by the Yva.AI Indemnitee in connection with any action by a third party to the extent that such losses arise out of or relate to any allegation that any intellectual property right or other right of any person, or any law, is or will be infringed, misappropriated or otherwise violated by any use or combination of the Software by or on behalf of Licensee with any hardware, software, system, network, service or other matter whatsoever that is neither provided by Yva.AI nor authorized by Yva.AI in this EULA and the Documentation; and information, materials or technology or other matter whatsoever directly or indirectly provided by Licensee or directed by Licensee to be installed, combined, integrated or used with, as part of, or in connection with the Software or Documentation; of or relating to gross negligence, abuse, misapplication, misuse or more culpable act or omission (including recklessness or willful misconduct) by or on behalf of Licensee with respect to the Software or Documentation or otherwise in connection with this EULA; or of or relating to use of the Software or Documentation by or on behalf of Licensee or its agents that is outside the purpose, scope or manner of use authorized by this EULA or in any manner contrary to Yva.AI’s instructions.
LIMITATIONS OF LIABILITY
IN NO EVENT WILL Yva.AI OR ANY OF ITS RESELLERS, SERVICE PROVIDERS OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS EULA OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY (a) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES OR PROFITS, (b) LOSS OF GOODWILL OR REPUTATION, (c) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY LICENSED SOFTWARE OR OPEN-SOURCE COMPONENTS OR OTHER THIRD-PARTY MATERIALS, (d) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, (e) COST OF REPLACEMENT GOODS OR SERVICES, OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, IN EACH CASE REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL THE AGGREGATE LIABILITY OF Yva.AI AND ITS RESELLERS, SUPPLIERS AND SERVICE PROVIDERS ARISING OUT OF OR RELATED TO THIS EULA, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL LICENSE FEES PAID TO Yva.AI UNDER THIS EULA.
YOU AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH ABOVE WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS EULA AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE.
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR DAMAGES. ACCORDINGLY, THE EXCLUSIONS AND LIMITATIONS SET FORTH ABOVE MAY NOT APPLY IN THEIR ENTIRETY TO YOU. YOU UNDERSTAND AND AGREE, HOWEVER, THAT OUR LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
You acknowledge and agree that the above limitations of liability, together with the other provisions in this EULA that limit liability, are essential terms and that Yva.AI would not be willing to grant you the rights set forth in this EULA but for your agreement to the above limitations of liability.
Yva.AI may make available certain new features (“New Features”) not ready for use in a production environment. Operation and use of New Features may be unpredictable and lead to erroneous results. Licensee acknowledges and agrees that: (i) New Features are not fully tested; (ii) New Features may not meet Licensee’s requirements; (iii) the use or operation of New Features may not be uninterrupted or error free; and (iv) New Features are made available to Licensee for purposes of evaluating and testing the New Features and providing feedback to us. Licensee’s use of the New Features is subject to all of the terms and conditions of this EULA. Licensee agrees to promptly report any error, defect or other deficiency in the new features to us. NOTWITHSTANDING ANY OTHER PROVISION OF THIS EULA, ALL NEW FEATURES ARE PROVIDED “AS-IS” AND “AS-AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND AND CUSTOMERS AGREES TO USE THE BETA SERVICES AT ITS SOLE RISK. Licensee waives any and all claims, now known or later discovered, that Licensee may have against Yva.AI arising out of the New Features.
Ifthe SoftwarewasobtainedinRussia,this EULAshallbe governedbyand construedin accordancewiththesubstantivelawinforceinthe RussianFederation.
Otherwise, this EULA and the resolution of any dispute arising hereunder shall all be governed and construed in accordance with the laws of the State of Delaware, without reference to its conflicts of laws. You acknowledge and agree that any legal action or proceeding between you and Yva.AI for any purpose concerning this EULA shall be brought exclusively in a court of competent jurisdiction in the State of Delaware. Any claim arising out of this EULA must be brought within one (1) year of the date on which the claim arose.
YOU AND Yva.AI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.
EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS EULA OR THE TRANSACTIONS CONTEMPLATED HEREBY.
The United Nations Convention on Contracts for the International Sale of Goods does not apply to the interpretation or construction of this EULA.
Yva.AI reserves the right to limit the availability of the Software to any person or geographic area at any time. You acknowledge that you are not authorized to access or use the Software outside of the country in which the Software is licensed for use under this EULA. Your use and access of the Software is subject to your compliance with applicable local laws.
You agree that you will not, directly or indirectly, export, re-export or release the Software to, or make the Software accessible from (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria or any other country designated by Sponsor and/or the United States Treasury’s Office of Foreign Assets Control or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders.
You also shall not itself, or permit any third party to, export, re-export or release, directly or indirectly any Software, Documentation, technology or other technical data, or any products that include or use any of the foregoing, the export, re-export or release of which to certain jurisdictions or countries is prohibited or requires an export license or other governmental approval, under any law, including the US Export Administration Act and its associated regulations (“Controlled Technology”), to any country, jurisdiction or third party to which the export, re-export or release of Controlled Technology (a) is prohibited by applicable law or (b) without first completing all required undertakings (including obtaining any necessary export license or other governmental approval).
During the Term, Licensee agrees that it will:
- take all commercially reasonable measures to safeguard the Software and Documentation (including all copies thereof) from infringement, misappropriation, theft, misuse or unauthorized access;
- at Yva.AI’s expense, take all such steps as Yva.AI may reasonably require to assist Yva.AI in maintaining the validity, enforceability and Yva.AI’s ownership of the intellectual property rights in the Software and Documentation; and
- promptly notify Yva.AI in writing if you become aware of: any actual or suspected infringement, misappropriation or other violation of Yva.AI’s intellectual property rights in or relating to the Software or Documentation; or any claim that the Software or Documentation, including any production, use, marketing, sale or other disposition of the Software or Documentation, in whole or in part, infringes, misappropriates or otherwise violates the intellectual property rights or other rights of any third party; and at Yva.AI’s sole expense, fully cooperate with and assist Yva.AI in all reasonable ways in the conduct of any claim, suit, action or proceeding by Yva.AI to prevent or abate any actual or threatened infringement, misappropriation or violation of Yva.AI’s rights.
The Website may contain links to third-party websites and services (“Linked Services”). Yva.AI does not own or control and is not responsible for Linked Services. Yva.AI provides links to Linked Services for your convenience only. The inclusion of a link does not imply endorsement by Yva.AI of the Linked Service or any association with the operators of the Linked Service. Yva.AI does not investigate, verify or monitor the Linked Services. You access Linked Services at your own risk and subject to the legal provisions applicable to the Linked Services.
CHANGES TO AGREEMENT
We may amend or supplement this EULA. We will provide you with advance notice of material amendments to this EULA. We will not make amendments that have a retroactive effect unless we are legally required to do so or to protect other users of the Software or Website. Your continued use of the Software or Website after the “Last Revised” date constitutes your acceptance of the amended EULA. As of the “Last Revised” date, the amended EULA supersedes all previous versions of or agreements, notices or statements about this EULA.
The Software may be subject to additional terms, including an end user license agreement presented to you by the Reseller (“Additional Terms”) in conjunction with the Software. Regardless of how such Additional Terms are presented to you, you must agree to them before using the Software. Unless otherwise specified in the Additional Terms, all terms therein are incorporated by reference into this EULA. If you do not agree to the Additional Terms, then you may not use the Software. If any terms in the Additional Terms are inconsistent with any provision of this EULA, this EULA will control.
GENERAL LEGAL TERMS
- Your affirmative act of using and/or registering for the Software constitutes your electronic signature to this EULA and your consent to enter into agreements with us electronically
- You agree that we may send you notice via email to the email address associated with your Account and we are not responsible for your failure to receive notice if an email is quarantined by your email security system (e.g., “junk” or “spam” folder) or if you fail to update your email address.
- Our failure to exercise or enforce any right or provision of this EULA shall not constitute a waiver of such right or provision. Waivers are effective only if in writing and signed by us and you.
- If any provision of this EULA is or becomes unenforceable or invalid, the remaining provisions will continue with the same effect as if such unenforceable or invalid provision had not been used.
- On either party’s reasonable request, the other party shall, at the requesting party’s sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, as may be necessary to give full effect to this EULA.
- Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this EULA without Yva.AI’s prior written consent
- This EULA is for the sole benefit of the parties hereto and their respective permitted successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any third party any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this EULA.
- Nothing contained in this EULA will be deemed to constitute Yva.AI or you as the agent or representative of the other or as joint venturers or partners.
- This EULA inure to the benefit of and will be binding upon our and your permitted successors and assigns.
- The English language version of this EULA shall govern in all disputes, claims or proceedings to interpret, enforce or otherwise relating to this EULA.
- Headings and captions are for convenience only.