Yodify Website Terms of Use Updated: Feb 18, 2024

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”.

1. Data Creation and Management: Efficiently creating, organizing, and/or managing data. This may include product name and brand, categories, filters, SEO, description, features, images, configurators, SKUs, MPNs, unit of measure, pricing visibility, backorders allowed, lead times, discounts, specifications, applications, documentation, videos, add-ons, and related items.
2. Data Import/Export: Tools and functionalities that allow for the bulk import and export of product data and other relevant information to and from the platform. This is crucial for businesses that need to update their catalogs frequently or migrate data between systems.
3. Data Quality Management: Ensuring the accuracy, consistency, and reliability of data within the platform. This involves cleaning data, removing duplicates, and validating data to ensure it meets quality standards.
4. Product Information Management (PIM): A centralized system to manage all aspects of product information, making it easier to create, manage, and distribute product catalogs across multiple channels and platforms.

1. Requirements Analysis: Understanding and documenting the needs and expectations of the Client and Customers to define clear and precise software requirements.
2. Design: Architecting the software's structure, including its components, user interface, and data flow, in a way that meets the specified requirements.
3. Coding and Programming: Writing the actual code in suitable programming languages to implement the software's design and functionality.
4. Testing: Evaluating the software to ensure it meets the required standards and specifications. Testing may include various methods such as unit testing, integration testing, system testing, and acceptance testing to identify and fix defects.
5. Deployment: Releasing the completed software to a production environment where it can be accessed and used by its intended users.
6. Maintenance and Updates: Providing ongoing support to fix any issues that arise after the software is deployed and updating the software to add new features or address security vulnerabilities and other concerns.
7. Integration: Ensuring the new software can communicate and function effectively with other systems or software within the organization’s ecosystem.
8. Documentation: Creating detailed documentation for the software, including user manuals, technical specifications, and developer guides, to assist with future maintenance, updates, and usage.

1. To open an Account, you must be of at least the age of majority in the jurisdiction in which you reside and from which you access the Services, and you must be able to form legally binding contracts under applicable law. Persons who are not of the age of majority are not eligible to use the Site, and we ask that no information in relation to such persons be submitted to us. 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.
2. 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.
3. You confirm that you are using Yodify's services for business purposes only and not for any personal, household, or family use.
4. 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 emails. Only messages sent from your Primary Email Address can be authenticated by Yodify.
5. 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 your 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.
6. Only paying Yodify Clients are eligible to receive technical support for the Services.
7. Send questions regarding the Terms of Use to Yodify Support.
8. 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.
9. You acknowledge and understand that Client Content may be transferred in an unencrypted manner, which may involve (a) transmissions over various networks and (b) conforming and adapting Client Content to the technical requirements of connecting networks or devices.
10. Prior to entering into an order governed by this Agreement, You are solely responsible for determining whether the Services meet Your technical, business or regulatory requirements. Yodify will cooperate with Your efforts to determine whether use of the standard Services are consistent with those requirements. Additional fees may apply to any additional work performed by Yodify or changes to the Services. You remain solely responsible for Your regulatory compliance in connection with Your use of the Services.
11. You agree not to access, and/or monitor, any Yodify Services, the Accounts of other Yodify Clients, 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.
12. 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 Website (or any part thereof), except as expressly permitted by Yodify, in advance and in writing.
13. You represent and warrant that you have the legal power and authority to enter into these Terms of Use.
14. You understand and agree your entering into this Agreement is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Yodify regarding future functionality or features.
15. "Client Content" means all information, software, data (including Personal Information), regardless of the media in which it exists (including but not limited to electronic and/or paper form) or how it is stored, accessed or transmitted (electronic, physical or oral) about, or relating to, a Client or Website, including product, business, and financial information concerning pricing (including product description and pricing), Customers, providers, business agreements, business relationships, confidential, proprietary, and intellectual property including ideas, formulas, trade secrets, original works of authorship, trademarks, service marks, patents, inventions, software, source code, designs, methods, techniques, text, fonts, images, designs, logos, animations, audio, audio files, video, graphics, illustrations, artworks, compositions, interfaces, usernames, photographs, subdomain names, literary works and any other materials regardless if they are registered for protection under any patent, trademark or copyright laws, any products or services a Client markets or sells through the Services, any non-Yodify or third party applications, and other content and material, in any format, provided by or which may be made available by You or any of Your Customers, Your Partners, or Your affiliates, that is stored in, or run on or through, the Services. Client Content includes any Third Party Content that is brought by You into the Services by Your use of the Services or any Yodify-provided tools. Services under this Agreement, Software, other Yodify products and services, Yodify Intellectual Property, and all derivative works thereof, do not fall within the meaning of the term “Client Content.”
16. Client will (a) be responsible for Customers’ compliance with these Terms of Use, (b) be responsible for the accuracy, quality and legality of Client Data, the means by which Client acquired Client Data, Client’s use of Client Data with the Services, and the interoperation of any Non-Yodify Applications with which Client uses Services or Content, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify Yodify promptly of any such unauthorized access or use, (d) use Services and Content only in accordance with these Terms of Use, the Acceptable Use Policy and applicable laws and government regulations, and (e) comply with terms of service of any Non-Yodify Applications with which Client uses Services or Content. Any use of the Services in breach of the foregoing by Client or Customers that in Yodify’s judgment threatens the security, integrity or availability of Yodify’s services, may result in Yodify’s immediate suspension of the Services, however Yodify will use commercially reasonable efforts under the circumstances to provide Client with notice and an opportunity to remedy such violation or threat prior to any such suspension.

Some areas of the Site or Content provided on or through the Site may have additional rules, guidelines, license agreements, Client agreements, Customer 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, Client agreement, Customer agreements, 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 to and use of that area of the Site or Content.

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, 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, 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 Client 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 and/or to the Yodify Library, 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 (“Client Content”), or otherwise have (and will continue to have) the full power, consents, authority, title, and licenses, in and to Client Content, as necessary to legally access to, transfer, import, copy, use, publish or license such material (“Client 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 Client Content;
   4. Client 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' 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 that is part of your Client Content, and you will adhere to all laws applicable thereto.

1. 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 Client Content (including for any consequences of accessing, uploading, importing, copying, using or publishing any Client Content on or with respect to the Yodify Services);
   3. regularly and independently save and backup any Client 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 having 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. having clear understanding and knowledge 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, Client Content, the goods and services you offer over the Services, and all elements of the transactions between you and your Customer(s). 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.
   10. represent and warrant that your Store, Client 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.
   11. 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.
   12. 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 Alberta 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).
   13. neither directly or indirectly issue or communicate any public statement, or statement likely to become public, that denigrates, maligns, or disparages Yodify or its directors, executives, or employees. The foregoing shall not be violated by truthful responses to: (i) legal processes or governmental inquiries or (ii) by private statements to Yodify or any of Yodify’s executives, directors or employees.
   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.
2. You Commit and Agree Not to, Nor Permit Others to:
   
   1. neither use the Site or the Services in a manner, nor Share any Content, that:
      
      1. violates or promotes the violation of any applicable law, ordinance or regulation;
      2. is derogatory, degrading, defamatory, or harassing of another or constitutes a personal attack;
      3. invades or violates 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. causes damage or injury to any person or property;
      6. is obscene or not in good taste;
      7. violates or infringes or promotes the violation or infringement of another's rights, including intellectual property rights;
      8. you do not have the right and authority to Share and grant the necessary rights and licenses for;
      9. is false or misleading;
      10. infringes property rights;
      11. contains a solicitation of funds, goods or services, or promotes or advertises goods or services;
      12. contains any malicious code including code, files, scripts, agents or programs intended to do harm, or has other components designed to limit or harm the functionality of a computer including, for example, viruses, worms, time bombs and Trojan horses. 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 Website (“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 of Use;
   3. access the Services if you are a competitor of ours or use the Services to build a similar or competitive work;
   4. submit, transmit or display any Client Content, Materials, or use Licensed Content in a context, which may be deemed as libelous, defamatory, harassing, threatening, offensive, incendiary, abusive, obscene, racist, deceptive or fraudulent, false, 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;
   5. use any illegal action to collect login data and/or passwords for other third parties, websites, software or services;
   6. 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;
   7. 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;
   8. 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;
   9. 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;
   10. 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;
   11. reverse look-up, trace, or seek to trace another Client of Yodify Services, or otherwise interfere with or violate any other Client's right to privacy or other rights, or harvest or collect personally identifiable information about Customers of the Yodify Services and/or Store without their express and informed consent;
   12. circumvent, disable, bypass or otherwise avoid any measures used to prevent or restrict access to the Yodify Services, Store, the Account of another Client (s), or any other networks or systems connected to the Yodify Services, by password mining, hacking, or other illegitimate or prohibited means;
   13. scan, probe, or test the vulnerability of the Yodify Services or any network connected to the Yodify Services;
   14. 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;
   15. 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;
   16. use any of the Yodify Services and/or Store in connection with any form of unsolicited e-mail, junk mail, scam, spam, fraud, phishing, “pyramid schemes” “chain letters”, or similar conduct, or otherwise engage in unethical advertising or marketing;
   17. use the Services to perform cyber currency or crypto currency mining
   18. use the Yodify Services for the creation and operation of websites whose main purpose (directly or indirectly) is video streaming;
   19. access to Yodify Services, the Accounts of other Yodify Clients, Licensed Content and/or Materials, through any means or technology, other than our publicly supported interfaces;
   20. 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 of Use;
   21. attempt to violate, violate, or otherwise fail to comply with any of the Yodify Terms of Use or any laws or requirements applicable to your use of the Yodify Services;
   22. perform or disclose any benchmarking or availability testing of the Services;
   23. perform or disclose any performance or vulnerability testing of the Services without Yodify’s prior written approval, or perform or disclose network discovery, port and service identification, vulnerability scanning, password cracking or remote access testing of the Services; or
   24. 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.
3. AI Services:
   
   1. "AI services" are those that Yodify labels or characterizes as involving, utilizing, being powered by, or consisting of an Artificial Intelligence ("AI”) system.
   2. Reverse Engineering. You are not permitted to utilize AI services to discover or identify any fundamental elements or underlying components of the systems, algorithms, and models of the Site.
   3. Data Extraction. You are not permitted to utilize AI services for web scraping, web harvesting, or web data extraction from the Site.
   4. Limits on use of data by and from AI Services. You may not use AI services on the Site.

Community Services are provided as a convenience to Clients and Customers, 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, or non-commercial purposes; (b) Content provided on or through Community Services may not be redistributed; and (c) personal data about other Clients or Customers may not be stored or collected except where expressly authorized by Yodify.

1. Subject to Section 8.2, the person who registers for the Service by creating an Account is the contracting party ("Website Owner”) for the purposes of our Terms of Use and will be accredited to use any corresponding Account that we may furnish to the Website Owner in connection with the Service. You are responsible for ensuring that the name of the Website Owner (including the legal name of the company that owns the Website, if applicable) is clearly apparent on the Client’s Website.
2. If you are registering for the Services on behalf of your employer, the Website 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 Website Owner can be associated with your Yodify Website. A Website Owner is permitted to have multiple Yodify Websites. You consent and agree to using Yodify Checkout for your online Website.

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 have a full legal name and a valid email address. With Team Member Accounts, the Website 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 Website settings and payment profiles).
2. The Website 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 Website 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 Website 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 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 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.

1. Yodify may provide free memberships, offers, and trial subscriptions ("Free Services") 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 modify or terminate your right to use 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 endeavor to notify you. This section 10.2 (Free Account Inactivity) does not apply to paid Accounts in good standing.

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 "softdrinks.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 with your desired domain, such as "softdrinks.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. 

Unless otherwise provided in the applicable Order Form, (a) Purchased Services and access to Content are purchased as subscriptions for the term stated in the applicable Order Form or in the applicable online purchasing portal or Admin Portal; (b) subscriptions for Services may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added; and (c) any added subscriptions will terminate on the same date as the underlying subscriptions. Client agrees that its purchases are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Yodify regarding future functionality or features.

1. The Services offer a variety of capabilities and features. Not all Services or features will always be accessible to all Yodify Clients, 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 Client Content, and it is at our sole discretion to refuse or remove any Client Content from any part of the Services, including if we determine that the goods or services you offer through the Services, or Client 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 28 (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, a 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 25 (Payment of Fees and Taxes) below) were purchased via an Account, Yodify will consider the owner of such Account and/or the relevant Website and/or content created thereunder 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 Website 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 Website Owner.
8. We reserve the right, in our sole discretion, to update or modify our Service at any time, with or without providing prior notice to you.
9. Yodify reserves the right to monitor compliance with this Agreement. Yodify may, without prejudice to our rights under this Agreement or applicable law, suspend any or all of the Services, effective immediately upon notice (which may be electronic) if (i) we reasonably believe that the Services are being used for any abusive, unlawful, or fraudulent activity, or if the Services are a target of a security incident, denial of service attack, or other event that affects the security of the Services or any Content; (ii) Yodify determines that your use of the Services violates any applicable law, the terms of this Agreement, or the rights of any third party; or (iii) we are prohibited from providing access to the Services by a court order or an order of another governmental entity. This suspension may apply to specific jurisdictions, types or lines of business, a specific client or customers, or a group of users. Yodify shall make commercially reasonable efforts to provide you with thirty (30) days, after notice of suspension, for you to back up your Client Content stored in the Service, after which time we may completely remove your Client Content from our equipment.

1. You agree that you may not use any logos, trademarks, trade names, 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 mark DISTRIBUTED ENTERPRISE CATALOG, the word mark DISTRIBUTED ENTERPRISE CATALOG INFINITY, the word mark DEC, the word mark DEC INFINITY, the word mark INVISION, the word mark MAKE CONTACT, the word mark SATELLITE SITE, and the “Y” and the 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.
2. Yodify® and all other Yodify Trademarks are the trademarks or service marks of Yodify. All other marks and logos are the property of their respective owners. You may not use the Yodify Trademarks, including in metatags or any “hidden text”, without our prior written permission. You may not use Yodify Trademarks in any manner that disparages Yodify or its products or services or portrays Yodify in a false, competitively adverse, or poor light. Your use of Yodify Trademarks is subject to the usage guidelines made available by Yodify from time to time. You agree not to contest the ownership of the Yodify Trademarks or to register or attempt to register any confusingly similar mark in any jurisdiction for any reason.
3. 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.
4. You acknowledge and agree that the Terms of Use do not give you any right to implement Yodify patents.
5. All rights, title and interest in and to the Yodify Services, including any and all now known or hereafter known tangible and intangible 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 but not limited to 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 dress and trade name rights and similar rights, patents, designs, trade secret rights, all renewals, extension, continuations, initial applications, registrations, divisions or reissues hereof or hereafter in force regarding any of the foregoing and under the laws of any jurisdiction, and other industrial property rights and other proprietary identifiers, rights associated with works of authorship throughout the universe, including but not limited to copyrights, moral rights, and mask-works;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 of Use and timely payment of all applicable Fees, Yodify hereby grants you, upon creating your Client 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 of Use, and solely within the Yodify Services.
    
   The Yodify Terms of Use 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. Yodify retains the sole and exclusive ownership and intellectual property rights of the Service, the Yodify API, and all associated components, including software, information, documentation, templates, methodologies, know-how, processes, equipment, hardware, devices, tools, documents, websites, and any other intellectual, proprietary assets or property used by or on behalf of Yodify or its Related Entities or otherwise in connection with the Service, together with all trademarks, copyrights, trade secrets, patents, and any other inherent or related proprietary rights (collectively referred to as "Yodify Property"). Yodify retains all ownership and intellectual property rights to anything developed and delivered under this agreement resulting from the Services.
6. Use Restrictions. This is an agreement for Services, and you are not granted a license to any software by these Terms of Use. 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.

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, non-commercial purposes; (b) the Materials may not be modified or altered in any way; and (c) the Materials may not be redistributed.

1. Yodify does not claim ownership of Client Content you provide to Yodify, however, we do require a license to Client Content. By providing Yodify with Client 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 Client 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 Use. You represent, warrant, and agree that you have all necessary authority and rights in the Client Content to grant this license. You irrevocably waive any and all moral rights you may have in your Client Content in favor of Yodify and agree that this waiver may be invoked by anyone who obtains rights in any Client Content through Yodify, including anyone to whom Yodify may transfer or grant (including by way of license or sublicense) any rights in Client Content. You warrant that Yodify's exercise of the rights granted pursuant to this license will not infringe on 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 Client Content to our platform, including cloud services and CDN’s, to make display adjustments, to duplicate for backup, and to perform any other technical actions and/or uses required to perform our Services, as we deem fit.
2. If you owned Client Content before providing it to Yodify, then, despite uploading it to your Yodify Store, it remains 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 Client 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 Client 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, logos, and other proprietary marks associated with your Store (“Your Trademarks”) to provide, operate, and promote, and advertise 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. We may identify you as a Yodify customer in our promotional materials. We will promptly stop doing so upon your request sent to [email protected]
5. The title and intellectual property rights pertaining to any content exhibited or obtained through the Software are held by the rightful owner of the content. Such content may be covered by terms of use set forth by the third party that supplied or made the content available, as well as by copyright or other intellectual property laws and treaties. Except as otherwise provided herein, these Terms of Use do not grant you any rights to use such content, nor do they guarantee that such content will continue to be available to you.
6. Yodify reserves the right to stop making Content available for your use and to remove any Content from the Site at any time in its sole discretion, and Yodify shall have no liability to you in such an event. You understand that such Content may not be available in all countries or regions.
7. Any use of a certification mark, code authorization, accreditation, or certification ("Mark”) must only be on the product, system, process, service, facility, or company that have been registered with the governing body. The use of a Mark must also follow the guidelines, rules and regulations set by the governing body. The Mark must be placed so that there is no doubt as to the identity of the certification holder and the product or service to which it applies. The scope of the Mark must not be misrepresented.

1. You may establish the appearance of your Yodify Website with a combination of a design template from Yodify’s Theme Collection and a selection of Page Component Styles (a “Theme”). You are licensed to use a Theme for as many Websites to which you are subscribed. Where you have multiple Websites, you may choose to use the same Theme for all your Websites, 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 Websites require the selection of the desired Theme for each Website. 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 Website. 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 Website or closing your Website.
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 Client, 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 Client.

1. Yodify may provide you with access to or enable generic policies (“Client Policies”), for your consideration or use on your site(s). Such Client Policies are made available only as a convenience, and your access to or use of any such Client 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 Client 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. that 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 Client Policies.
2. Any use by you of Client 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” that are intended to be a generic starting point from which you must tailor to your specific business and legal requirements; it is critical that you conform and adapt any Client 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 Client Policies made available to you in the Policy Collection. You acknowledge that Yodify has no control over your use of any Client 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 Client Policies. The availability of Client Policies on Yodify’s Site, or the integration or enabling of such Client 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 Client Policies and you acknowledge that Yodify may disable access to any Client 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 Client 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 Client Policy Yodify provides for you solely for your convenience. The Client Policies are not warranted by Yodify to be applicable or error-free. You assume all risks associated with the use of the Client Policies. The Client 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 Client 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 Client Policies. Yodify does not warrant that the quality of any Client Policy purchased, obtained, or received by you through the Client Policy Collection will meet your expectations or requirements, nor does it warrant that any errors in the Client Policies will be remedied. Your use of any Client Policy, or any part thereof, or your own policy(s) shall have no affect on your relationship with Yodify, the Yodify Terms of Use, or all other applicable Yodify policies relating to the Services. If you implement or enable a Client 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 Client 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 Client 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 Client 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.

1. Your use of the Email Services must comply with all applicable laws. Examples of applicable laws include those 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., [email protected] or [email protected]);
   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.

1. You may accept payments with Apple Pay, however, they are subject to territorial restrictions.
2. By using Apple Pay on your Website, 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 Website 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, deactivate your Apple Pay account and do not continue to use Apple Pay on your Website. For the avoidance of doubt, Apple Pay is a Third Party Service, as defined in Section 22 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 Portal. 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 22 of these Terms of Use.
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 Website using Apple Pay.

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 service 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 with 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 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 Client 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 Client 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 Client 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 they may be amended by Google from time to time.
5. The Services may contain features designed to interoperate with Non-Yodify Applications. Yodify cannot guarantee the continued availability of such Service features, and may cease providing them without entitling Client to any refund, credit, or other compensation, if for example and without limitation, the provider of a Non-Yodify Application ceases to make the Non-Yodify Application available for interoperation with the corresponding Service features in a manner acceptable to Yodify.
6. 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.
7. 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. Yodify will not indemnify you to the extent that an infringement claim is based upon the combination of any Service with any products or services not provided by Yodify.
8. 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.

• Act expeditiously to remove, or disable access to, the Client Content that is claimed to be infringing or to be the subject of infringing activity; forward the written notification to the alleged infringing party; and
• Take reasonable steps to promptly notify the Client Content provider that Yodify has removed or disabled access to the allegedly infringing Client Content.

1. Takedown Notice. If you believe that your work has been copied, reproduced, adapted, or exhibited on the Site in a way that constitutes copyright infringement, or if you believe that your work has been redistributed, rebroadcast, re-streamed, encoded or transcoded or otherwise reproduced in a way that violates your intellectual property rights, and you would like Yodify to remove the allegedly infringing Client Content from the Yodify Site you must provide written notice of the claimed infringing activity or complete the approved online application below. Your notice must include materially the following information:
   
   
   1. The full name, mailing address, telephone number, and email address of the claiming party so the designated agent can reach you, if necessary;
   2. Identification of the copyrighted work (or works) or other intellectual property that you claim has been infringed;
   3. A description of the copyrighted work or other intellectual property you allege is infringing, and the location where the original or an authorized copy of the copyrighted work exists (for example, the URL of the page of the website where it is lawfully posted; the name, version and pages of the document which was copied, etc.); If you are claiming infringement of an intellectual property right other than copyright, please specify the intellectual property right at issue (e.g. trademark);
   4. A clear description of where the infringing material is located on the Site and/or Yodify network, including its URL, so that Yodify can locate the material;
   5. A statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
   6. A statement by you, made under penalty of perjury, that the above information in your notice is truthful and accurate and that you are the copyright owner or agent authorized to act on the copyright owner's behalf.
   7. A physical or electronic signature of the owner or of the person authorized to act on behalf of the owner of the copyright interest.
      
2. Counter-Notice. In the event that Yodify receives notice regarding a copyright infringement related to your Website, it may cancel your Account, take your Website down or remove any Content in its sole discretion, with or without prior notice to you. In such case, you may file a proper counter-notice in accordance with Section 512 of the DMCA, in which you must provide:
   
   
   1. The full name, mailing address, telephone number, and email address of the claiming party so the designated agent can contact you, if necessary; and physical or electronic signature of the copyright owner or agent;
   2. Identification of the material that infringes your copyrighted work, and its location before removal;
   3. A statement under penalty of perjury that the material was removed by mistake or misidentification;
   4. A physical or electronic signature of the owner or of the person authorized to act on behalf of the owner of the copyright material;
   5. Your consent to an appropriate judicial body; and
   6. Any other information required under the relevant provisions of the DMCA.

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 Website 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 Website Owner via the Primary Email Address provided, and will be made available via your Administrative Portal. 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. Clients have approximately two weeks to bring up, 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 the 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 Website. 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 33 (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 a 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 with a notice prior to the renewal of such Paid Service at least thirty (30) days in advance of the renewal date. Except as expressly provided in the applicable written quotation, renewal of promotional or one-time priced subscriptions will be at Yodify’s applicable list price in effect at the time of the applicable renewal. Client will pay all fees specified and selected in the subscription form. Except as otherwise specified herein or in a subscription form, (i) fees are based on Services subscriptions purchased and not actual usage, (ii) payment obligations are non-cancellable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term. 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 all federal, provincial, state, local or other governmental sales, goods and services, value added, harmonized, sales, gross receipts, or other transaction taxes, fees, charges or surcharges, or any regulatory cost recovery surcharges or similar amounts 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. For clarity, 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 Website 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. Overdue Charges. If any invoiced amount is not received by Yodify by the due date, then without limiting Yodify’s rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or Yodify may condition future subscription renewals and orders on payment terms shorter than those specified in this Section 25 (Payment of Fees and Taxes).
12. If any charge owing by Client under these Terms of Use or any other agreement for Services is 30 days or more overdue, (or 10 or more days overdue in the case of amounts Client has authorized Yodify to charge to Client’s credit card), Yodify may, without limiting its other rights and remedies, accelerate Client’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full, provided that, other than for Clients paying by credit card or direct debit whose payment has been declined, Yodify will give Client at least 10 days’ prior notice that its account is overdue, in accordance with the “Manner of Giving Notice” section below for billing notices, before suspending services to Client.
13. The Services do not have a marketplace. Any sales contract formed through the Services is solely between you and the Customer.
14. You must keep an accurate location in your Yodify Administrative Portal. If your jurisdiction changes, you must immediately update your location in the Yodify Administrative Portal.
15. Yodify does not provide refunds.
16. 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 Portal, 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). You also agree to pay the Fees applicable to any additional Services you or any Yodify Client add or any changes you or any Yodify Client make to your subscription during your subscription term. Such additional Fees will become effective as of the date of such addition or change and may not be decreased during the term of your subscription. If you are a Yodify User of Paid Services, we may change the Fees and introduce new charges applicable to your use of the Services, which (unless otherwise agreed in writing with Yodify) will become effective as of the first day of the renewal of your subscription term. We may also increase the Fees upon notice if we make changes in the Services at your request.
17. 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.
18. 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. Any bank fees and charges shall be borne solely by you.
19. 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).
20. 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.
21. 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.
22. In the event a Chargeback is performed, your Client Account may be blocked without the option to re-purchase or re-use it, and any data contained in such Client Account, including any domains, applications, and Third Party Services, may be subject to cancellation and Capacity Loss (as defined in Section 34 below).
23. 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).
24. 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.
25. 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 Client responsible for such Chargeback did in fact authorize the transaction(s) and make use of the Services rendered thereafter.
26. All payment obligations are non-cancellable and all Fees paid are non-refundable. If you demonstrate a pattern of repeated registrations for paid Services followed by cancellation and request for refund, we may, in our sole discretion, withhold further registrations.

For any Disputed Amounts, Client will provide Yodify with Notice, detailing the grounds for the dispute (together with any supporting documentation), and the parties will meet to resolve the matter within thirty (30) days of the date of the Notice. A meeting between the parties is required to resolve the dispute within thirty (30) days from the date of the Notice. If the parties do not settle the dispute within thirty (30) days, Yodify may immediately terminate this Agreement in accordance with Section 34 (Term and Termination), or stop or restrict access to the Services, the Yodify API, and the Partner Program (as applicable).

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 you shall provide true contact information on your Website 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 that may be deemed hazardous, counterfeit, stolen, fraudulent, offensive, or abusive; that are prohibited for sale, distribution, or use; or that 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 Website and/or any goods and services, whether or not incorporated, published with, or made a part of your Website at such time, without any liability to you or to any Customers, including for any Capacity Loss resulting therefrom.
5. No oral or written information, 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.

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 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 Use and in accordance with any other obligations in these Terms of Use including this Section 28. 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.

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.

1. “Yodify Contracting Party” means Yodify, Inc., a Canadian corporation with offices located at 1900, 520-3rd Avenue S.W., Calgary, Alberta, T2P 0R3 Canada
2. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Alberta 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.

You may discontinue 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. Cancelling your subscription means that you will not be charged for the next billing cycle, but you will not receive any refunds or credits for amounts that have already been charged.

Notwithstanding anything to the contrary in the foregoing, with respect to subscriptions to Renewing Paid Services, such subscriptions 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 of 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.

Cancellation does not entitle you to a refund of any prepaid or unused Fees and you agree to promptly pay all unpaid Fees due through the end of the applicable subscription period.

You may delete your Client Account at any time by sending a request to [email protected]. If you delete your Client Account, Yodify may delete all your data and information stored on Yodify servers, and Yodify will bear no responsibility for the deletion or loss of such data or information. Even if you delete your Client Account, you agree to pay all Fees incurred prior to de-registration until paid in full.

Yodify reserves the right to monitor compliance with this Agreement. Yodify may, without prejudice to our rights under this Agreement or applicable law, suspend any or all of the Services, effective immediately upon notice (which may be electronic) if (a) Yodify determines in good faith that your use of the Services violates any applicable law, the terms of this Agreement or the rights of any third party; (b) we are prohibited by court order or order of another governmental authority from providing access to the Services; or (c) we reasonably determine that the Services are being used for any abusive, illegal or fraudulent activity that the Services are subject to a security incident, denial of service attack, or other event that impacts the security of the Services or any Content. Such suspension may apply to specific jurisdictions, lines of business, a specific customer or customers, or a group of users. If you are a Yodify Client of Paid Services, Yodify will use commercially reasonable efforts to give you thirty (30) days after notice of suspension to back up your data stored in the Services, after which we may remove it entirely from our servers. If you have any amounts due that remain unpaid for ten (10) days following your receipt of notice of non-payment, or if we are unable to process payment through your billing account on record, we may suspend your access to any or all of the Services, provided we will not suspend the portion of the Services for which you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If the Services, or a portion thereof, are suspended for non-payment, we may charge a re-activation fee to reinstate the Services. Nothing in this section limits our right to terminate this Agreement for cause as outlined above.

Cancellation does not entitle you to a refund of any prepaid or unused Fees and you agree to promptly pay all unpaid Fees due through the end of the applicable subscription period.

Your failure to comply with any of the Yodify Terms of Use 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).

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, 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 that 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 Website 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.

1. your breach of any representation, warranty, obligation or covenant under 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. your gross negligence or willful misconduct;
4. 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;
5. errors, mistakes, or inaccuracies of or in any Content;
6. any personal injury or property damage related to your use of the Yodify Services;
7. any unauthorized access to or use of our servers and/or any personal information and/or other information stored therein;
8. any interruption or cessation of transmission to or from the Yodify Services;
9. the use or display of any Content or any of your Client Content posted, emailed, transmitted, or otherwise made available via the Yodify Services;
10. 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; and/or
11. loss of use, loss of data, loss of profits, loss of goodwill, 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.

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 Website or your Client 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 Website and/or your Client Content caused damage to a third party.

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 Calgary, Alberta, 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 center; 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.

1. We continuously monitor the Services to facilitate Yodify’s operation of the Services; to help with the resolution of Your service requests; to detect and address threats to the functionality, integrity, security, and availability of the Services as well as any data, content, or applications in the Services; and to detect and address illegal acts or violations of the Acceptable Use Policy. Yodify monitoring tools do not collect or store any of the Client Content residing in the Services, except as needed for such purposes. Yodify does not monitor, and does not address issues with, non-Yodify software provided by You or any of Your Clients or Customers that is stored in, or run on or through, the Services. Information collected by Yodify monitoring tools (excluding Client Content) may also be used to assist in managing Yodify’s product and service portfolio, to help Yodify address deficiencies in its product and service offerings, and for license management purposes. You understand and agree that we may monitor your use of the Services as well as the use of the Services by all of our users, and that we may use the information gathered in an aggregate and anonymous manner. You agree that we may use and publish such aggregate and anonymized information, provided that such information does not identify you. In addition, we may use the information that you submit to the Services without identifying you for purposes of improving the Services.
2. We may (i) compile statistical and other related information pertaining to the performance, use, and operation of the Services, and (ii) aggregate data from the Services for the purposes of operations and security management, to create statistical analyses, and for research and development (clauses i and ii are collectively referred to as "Service Analyses"). While we may disclose Service Analyses to the public, Service Analysis will not incorporate Client Content, Personal Data, or Confidential Information in a way that could be used to identify You or any individual. All intellectual property rights in Service Analyses are retained by Yodify.
3. We may provide You with access to use certain Software (as defined above) for use with the Services. If we provide Software to You and do not specify separate terms for such software, then such Software is provided as part of the Services and You have the non-exclusive, worldwide, limited right to use such Software, subject to the terms of this Agreement, solely to facilitate Your use of the Services. You may allow Your Team Members to use the Software for this purpose, and You are responsible for their compliance with the license terms. Your right to use any Software will terminate upon the earlier of our notice (by web posting or otherwise) or the end of the Services associated with the Software. Notwithstanding the foregoing, if Software is licensed to You under separate terms, then Your use of such software is governed by the separate terms. Your right to use any part of the Software that is licensed under the separate terms is not restricted in any way by this Agreement.
4. Yodify has no obligation to monitor the Site or screen Content that is Shared on or through the Site. However, Yodify reserves the right to review the Site and Content, to monitor all use of and activity on the Site, and to remove or choose not to make available on or through the Site any Content in its sole discretion. Yodify may remove Content that is confidential or proprietary to a third party without that third party's permission.

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.

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 use 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 the 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.

1. If the Client transfers information, software, and/or documentation provided by Yodify to a third party, the Client shall comply with all applicable national and international (re-)export control regulations. In any event of such transfer, the Client shall comply with the (re-)export control regulations of Canada, the United States of America, and the European Union.
2. Prior to any such transfer to a third party, the Client shall, in particular, check and guarantee by appropriate measures that:
   
   1. 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;
   2. 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;
   3. 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 Client, 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 Client 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 Client, and the Client shall compensate Yodify for all losses and expenses resulting thereof, unless such noncompliance was not caused by the fault of the Client. This provision does not imply a change in the burden of proof.
5. Yodify's 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 the United States, Canada, the European Union, and any other applicable agency or authority. You agree that such export control laws govern your use of the Services, including technical data, and any Services provided by Yodify, and you agree to comply with all such export laws and regulations (including "deemed export" and "deemed re-export" regulations). You agree that no Service, Content, Materials, data, information, program and/or materials resulting from the Service (or direct product thereof) will be exported or be otherwise made available, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws, including, without limitation, the design, procurement, development, manufacture, assembly, 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, 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.

Access to any of our APIs, SDKs, or other Yodify developer assets is subject to the Yodify API License and Terms of Use, which is a separate agreement.

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, Yodify Administrative Portal, 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.

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.

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.

Yodify may assign its rights 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. You may not assign this agreement or give or transfer the Services, or any interest in the Services, to another individual or entity. 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 49 shall not in itself grant either Yodify or you the right to cancel any Yodify Services or Third Party Services then in effect.

To the extent permitted by applicable law, we may assign these Terms, subcontract our obligations under these Terms, or sublicense our rights under these Terms, in whole or in part, at any time without notice to you. You may not assign these Terms or transfer any rights to use the Services.

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of a direct competitor of the other party, then such other party may terminate this agreement upon written notice.
In the event of such a termination, Yodify will refund Client any prepaid fees covering the remainder of the term of all subscriptions for the period after the effective date of such termination. Subject to the foregoing, this agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assigns.

Any heading, caption, or section title contained herein, and any explanation or summary under the heading “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.

If any provision, or portion of a given provision, of these Terms of Use are, for any reason, held to be invalid, illegal, 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 these Terms of Use will be given effect as if such invalid, illegal, or unenforceable provision, or portion of the provision, had never been contained within these Terms of Use, and to this end, the provisions of these Terms of Use are severable. No waiver of any breach or default of any of these Terms of Use shall be deemed to be a waiver of any preceding or subsequent breach or default.

If the performance of any part of this Agreement by either You or Yodify is prevented, hindered, delayed, or otherwise made impracticable due to circumstances beyond either Parties reasonable control, including, for example, any fire, flood, earthquake, extreme weather event or acts of nature, acts of God, accident, riot, rebellion, labor conditions, disputes or stoppages, public health emergency, widespread illness, pandemic, or epidemic, an act of sabotage, hostility, terrorism, or war (whether declared or not) or the serious threat of same, cyber related disruptions, cyber-attacks, ransomware sabotage, an electrical, internet, or telecommunication disturbance or outage that is not caused by the obligated party (you or us, as applicable), delays or failures in delivery from carriers or suppliers, energy or fuel interruption, or any reason whether similar to the foregoing or otherwise, judicial or governmental action, restriction, order, injunction, embargo, or restraint (including, but not limited to, the denial or cancellation of any export, import, or other license, or any law or regulation prohibiting the performance contemplated under this Agreement or the failure or refusal of a government agency to issue a license required for any performance pursuant to this Agreement), or any other event or cause outside the reasonable control of the obligated Party, that Party will be excused from such performance to the extent that it is prevented, hindered, or delayed by such cause. Neither Client nor Yodify is liable for delay or failure to perform any of its obligations by reason of any events or circumstances beyond its reasonable control. As applicable, Client and/or Yodify will use reasonable efforts to mitigate the effect of a force majeure event. This Section does not excuse either you or us from fulfilling the obligation to take reasonable steps to follow its normal disaster recovery procedures or for your obligation to pay for the Services, or other contracted services where applicable. The right to allocate capacity is in Yodify's sole discretion. An event of force majeure in the meaning of this Agreement means any circumstances beyond our or your control that permanently or temporarily hinder performance, even where that circumstance was already foreseen. An event of force majeure shall not include financial distress, insolvency, bankruptcy, or other similar conditions affecting Client or Yodify, their affiliates, and/or subcontractors. Client shall not be entitled to cancel any financial commitments to us following its claim of an event of force majeure. Notwithstanding anything in this Agreement to the contrary, the affected party (you or us, as applicable) prevented from performing under this Agreement by a force majeure event will nevertheless use its best efforts to restore and resume its performance under this Agreement as soon as reasonably practicable and to mitigate any damages resulting from its non-performance under this Agreement. All delivery dates affected by an event of force majeure shall be tolled for the duration of such event of force majeure and rescheduled for mutually agreed dates as soon as practicable after the event of force majeure ceases to exist.

Words in the singular number include the plural, and those in the plural include the singular; and two (2) words of any gender also refer to any other gender.

Yodify will (a) make the Services and Content available to Client pursuant to these Terms of Use, and the applicable Order Forms and Documentation; (b) provide applicable Yodify standard support for the purchased Services to Client at no additional charge and/or upgraded support if purchased, (c) use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Yodify shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond Yodify’s reasonable control, including, for example, flood, fire, earthquake, an act of God, act of government, civil unrest, act of terrorism, strike or other labor problem (other than one involving Yodify employees), Internet service provider delay or failure, Non-Yodify Application, or denial of service attack, and (d) provide the Services in accordance with laws and government regulations applicable to Yodify’s provision of its Services to its Clients generally (i.e., without regard for Clients' particular use of the Services), and subject to Client’s and Customers’ use of the Services in accordance with these Terms of Use.

Except as otherwise specified in these Terms of Use, all notices related to these Terms of Use will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing or overnight mail (or courier), or email (if receipt is confirmed), or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to Client will be addressed to the relevant billing contact designated by Client. All other notices to Client will be addressed to the Website Owner or if applicable, administrator designated by Client.

Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with these Terms of Use. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

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 failure 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 the 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 of Use.
4. The Terms of Use will be governed by and interpreted in accordance with the laws of the Province of Alberta 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), 16 (Intellectual Property, Client Content, and Content), 22 (Third Party Services), 25 (Payment of Fees and Taxes), 28 (Confidentiality), 29 (Privacy and Data Protection), 30 (Yodify Contracting Party), 31 (Cancellation by Client), 32 (Compliance; Cancellation by Yodify), and 33 (Term and Termination), 35 (Limitation of Liability and Indemnification), 38 (Feedback and Suggestions), and 58 (General Conditions) will survive the termination or expiration of these Terms of Use.