I Preamble
Entering into this Agreement:
This End User License Agreement (EULA) constitutes a valid and binding agreement between Sense of Intelligence Oy (‘Yepzon’) and You, as a user, for the use of the Yepzon Software. You must enter into this Agreement by clicking on the ACCEPT button in order to install and use the Yepzon Software. You hereby agree and acknowledge that this Agreement covers all Your use of Yepzon Software, whether it be from this installation or from any other terminals where Yepzon Software has been installed, by You or by third parties. Furthermore, by installing and continuing to use the Yepzon Software You agree to be bound by the terms of this Agreement and any new versions thereof.
Electronic Agreement(s): You acknowledge agree and accept that by clicking on the ACCEPT button or similar buttons or links as may be designated by Yepzon to show Your approval of any foregoing texts and/or to download and install the Yepzon Software, You are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Yepzon Software. Furthermore, You hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the maximum extent permitted under possible applicable mandatory legal provisions.
Local Legal Restrictions: if You are residing in a jurisdiction which restricts the use of internet-based applications according to age, or which restricts the ability to enter into agreements such as this agreement according to age and You are under such a jurisdiction and under such age limit, You may not enter into this Agreement and download, install or use the Yepzon Software. Furthermore, if You are residing in a jurisdiction where it is forbidden by law to offer or use software for internet communication, You may not enter into this Agreement and You may not download, install or use the Yepzon Software. By entering into this Agreement You explicitly state that You have verified in Your own jurisdiction if Your use of the Yepzon Software is allowed.
Yepzon Software: Yepzon is user interface for Yepzon GPS Locator Device.
II EULA Terms
Article 1 Definitions
In this Agreement the following capitalized definitions are being used, singular as well as plural.
1.1 Affiliate: any corporation, company or other entity that directly or indirectly controls, is controlled by, or is under common control with, Yepzon. For the purpose of this definition, the word “control” shall mean the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting stock of the corporation, company, or other entity.
1.2 Agreement: this End User License Agreement, as may be renewed, modified and/or amended from time to time.
1.3 Documentation: any online or otherwise enclosed documentation provided by Yepzon.
1.4 Effective Date: the date on which this Agreement is entered into by clicking on the ACCEPT button as stated above.
1.5 IP Rights: any and all intellectual property rights, including but not limited to copyrights, trademarks and patents, as well as know how and trade secrets contained in or relating to the Yepzon Software, the Documentation, the Yepzon Website or the Yepzon Promotional Materials.
1.6 Password: refers to a code You select, which, in combination with the User ID, gives You access to Your User Account;
1.7 Yepzon API: application program interface consisting of the set of routines utilized by the Yepzon Software to provide the Yepzon Software functionality for a given platform or operating system, Yepzon API being included in or linked to the Yepzon Software
1.8 Yepzon Device Yepzon GPS Locator Device.
1.9 Yepzon Material: the Yepzon banner available for download on the Yepzon Website, consisting of a Yepzon logo and a link to the Yepzon Website.
1.10 Yepzon Staff: the officers, directors, employees and agents of Yepzon or its Affiliates, or any other persons hired by Yepzon or its Affiliates.
1.11 Yepzon Website: any and all elements, contents and the ‘look and feel’ of the website available under the URL www.Yepzon.com
1.12 Terms of Service: means the agreement between Yepzon and You for the use of the Yepzon service;
1.13 UI: the user interface of the Yepzon Software.
1.14 User Account: refers to the account with User ID and Password that You create for Your use of the Yepzon Software;
1.15 User ID: refers to an identification code You selected, which in combination with the Password, gives access to Your User Account;
1.16 You: you, the end user of the Yepzon Software, also used in the form “Your” where applicable.
Article 2 License and Restrictions
2.1 License. Subject to the terms of this Agreement, Yepzon hereby grants You a limited, personal, non-commercial, non-exclusive, non-sublicensable, non-assignable, free of charge license to download, install and use the Yepzon Software on Your computer, phone or tablet for the sole purpose of personally using the internet communication applications provided by Yepzon and any other applications that may be explicitly provided by Yepzon. For the avoidance of doubt, You are allowed to use Yepzon Software at work, in accordance with the terms of this Agreement.
2.2 No Granting of Rights to Third Parties. You will not sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the Yepzon Software or any part thereof.
2.3 No Modifications. You will not undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Yepzon Software or any part thereof.
2.4 Third Parties. You acknowledge and agree that the Yepzon Software may be incorporated into, and may incorporate itself, software and other technology owned and controlled by third parties. Any such third party software or technology that is incorporated in the Yepzon Software falls under the scope of this Agreement. Any and all other third party software or technology that may be distributed together with the Yepzon Software will be subject to you explicitly accepting a license agreement with that third party. You acknowledge and agree that you will not enter into a contractual relationship with Yepzon or its Affiliates regarding such third party software or technology and you will look solely to the applicable third party and not to Yepzon or its Affiliates to enforce any of your rights.
2.5 New Versions of the Yepzon Software. Yepzon, in its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to the Yepzon Software. You acknowledge and agree that Yepzon has no obligation to make available to You any subsequent versions of the Yepzon Software. You also agree that you may have to enter into a renewed version of this Agreement, in the event you want to download, install or use a new version of the Yepzon Software. Furthermore, You acknowledge and agree that Yepzon, in its sole discretion, may modify or discontinue or suspend Your ability to use any version of the Yepzon Software, and/or disable any Yepzon Software You may already have accessed or installed without any notice to You, for the repair, improvement, and/or upgrade of the underlying technology or for any other justifiable reason, including but not limited to, circumstances where You, at Yepzon’s discretion, are in breach of this Agreement, creating problems, possible legal liabilities, acting inconsistently with the letter or spirit of our policies, which can be found at www.Yepzon.com , or engaging in fraudulent, immoral or illegal activities, or for other similar reasons. Yepzon will not accept any liability in relation to the direct or indirect damages caused by (1) the release and/or the absence of release of new versions of the Yepzon Software and (2) by the suspension or termination of the license or this Agreement by Yepzon and/or by You.
2.6 Paid Services. This Agreement applies to downloading, installing and using the Yepzon Software, free of charge in any Device applicable. The use of any paid services which may be offered by Yepzon or its Affiliates, is subject to the additional Terms of Service that are published on the Yepzon Website.
Article 3 Definitions to License Restrictions and Additional Terms
3.1 Distribution of Yepzon Software. You are not allowed to distribute the Yepzon Software under this Agreement
3.2 Distribution of Yepzon API. Under this Agreement You are not allowed to use the Yepzon API in connection with applications that You (or any third party) distribute or intend to distribute. If you wish to distribute Your application, which uses Yepzon API, You will have to agree to and meet with any additional API Terms of Use as may be published on the Yepzon Website.
3.3 Use of Yepzon API. You may make use of the Yepzon API, subject to license terms in Clause 2.1 and for the sole purpose of enabling Your application to connect with the Yepzon Software, provided that:
3.3.1 All such use of Yepzon API is carried out for legitimate purposes and shall in no way and to no extent adversely affect the functionality or performance of the Yepzon Software or services provided by Yepzon;
3.3.2 You will not remove, overtake, hide or otherwise make the UI inaccessible for end users;
3.3.3 You will monitor the Yepzon Website in order to ensure that You are aware of any changes in the applicable legal documents. In the event You cannot agree on any changes in any applicable legal document, You will immediately cease any and all use of the Yepzon API and, where applicable, any and all use of the Yepzon Software; and
3.3.4 You acknowledge and agree that Your use of the Yepzon API will be at Your own risk and account.
3.4 Any other Exceptions. If You are interested in doing anything else than permitted under this Agreement or by the Distribution Terms or the Yepzon API Terms of Use, You will have to obtain Yepzon’s previous written consent and explicitly agree upon any further (commercial) terms.
3.5 Yepzon Promotional Materials. Nothing in this Agreement will give You any right to use the Yepzon Promotional Materials.
3.6. Yepzon Disclaimer on Use of Yepzon API
For clearance matter it is noted, that even if Yepzon does offer services for locating the used of Yepzon Device, this can NEVER be used for replacing adult supervision of children, and Yepzon will take no liability for such a decision.
Article 4 Utilization of Your Terminal
4.1 Utilization of Your computer. You hereby acknowledge that the Yepzon Software may utilize the processor and bandwidth of the Device You are utilizing, for the limited purpose of facilitating the communication between Yepzon Software users.
4.2 Protection of Your computer (resources). You understand that the Yepzon Software will use its commercially reasonable efforts to protect the privacy and integrity of the computer resources (or other applicable device) You are utilizing and of Your communication, however, You acknowledge and agree that Yepzon cannot give any warranties in this respect.
Article 5 Confidentiality and Privacy
5.1 Yepzon’s Confidential Information. You agree to take all reasonable steps at all times to protect and keep strictly confidential any confidential information regarding Yepzon, its Affiliates, the Yepzon Staff, the Yepzon Software and the IP Rights.
5.2 Your Confidential Information and Your Privacy. Yepzon is committed to respecting Your privacy and the confidentiality of Your personal data including any data collected by Yepzon Device. The “Privacy Policy” that is published on the Yepzon Website at www.Yepzon.com/privacy applies to the use of Your personal data, the traffic data as well as the content contained in Your communication(s).
Article 6 IP Rights
6.1 Exclusive Ownership. You acknowledge and agree that any and all IP Rights to or arising from the Yepzon Software are and shall remain the exclusive property of Yepzon and/or its licensors. Nothing in this Agreement intends to transfer any such IP Rights to, or to vest any such IP Rights in, You. You are only entitled to the limited use of the IP Rights granted to You in this Agreement. You acknowledge and agree that any unauthorized use of the IP Rights is a violation of this Agreement as well as a violation of intellectual property laws, including without limitation applicable copyright laws and trademark laws. You acknowledge and understand that all title and IP Rights in and to any third party content that is not contained in the Yepzon Software, but may be accessed through use of the Yepzon Software, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties.
6.2 With the exception of IP Rights of Yepzon and/or its licensors in Yepzon Software (including the Yepzon API), You retain the intellectual property rights You may have in the applications, materials, products or processes You create which are based on or utilize the Yepzon API. You hereby release and covenant not to hold liable Yepzon or its Affiliates, or any of their licensees, assigns or successors, for any and all damages, liabilities, causes of action, judgments or claims (a) pertaining to any intellectual property You develop that is based on, uses, or relates to the Yepzon API; and (b) which otherwise may arise in connection with Your use of, reliance on, or reference to the Yepzon API. As between You and Yepzon, Yepzon and its licensors retain the IP Rights in and to the Yepzon Software (including the Yepzon API) and any derivative works thereto created by or for Yepzon or its licensors.
6.3 No Removal of Notices. You agree that You will not remove, obscure, make illegible or alter any notices or indications of the IP Rights and/or Yepzon’s rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to any materials.
Article 7 Location of Yepzon Device and Your Use of the Yepzon Software
7.1 Communication. Installing Yepzon Software enables You to locate the users of Yepzon Device(s).
7.2 No Warranties. Yepzon cannot guarantee that You will always be able to locate Yepzon users without any disruptions, delays or technology-related flaws. Yepzon will not be liable for any such disruptions, delays or other omissions in any communication experienced when using Yepzon Software.
7.3 Lawful purposes.You acknowledge and agree to use the Yepzon Software solely for lawful purposes.
Article 8 Term and (Consequences of) Termination
8.1 Term. This Agreement will be effective as of the Effective Date and will remain effective until terminated by either Yepzon or You as set forth below.
8.2 Termination by Yepzon. Without limiting other remedies, Yepzon may limit, suspend, or terminate this license and Your use of Yepzon Software, prohibit access to Yepzon Website or application interface and delete Your User Account and/or User ID, with immediate effect, if we think that You are in breach of this Agreement, creating problems, possible legal liabilities, infringing someone else’s intellectual property rights, engaging in fraudulent, immoral or illegal activities, or for other similar reasons. Yepzon shall effect such termination by providing notice to You to the email address You have provided, and/or by preventing Your access to the respective User Account.
8.3 Termination by You. You may terminate this Agreement with immediate effect at any time, with or without cause and without recourse to the courts, provided that You will meet with the conditions as set forth in Article 8.4 below.
8.4 Consequences of Termination. Upon termination of this Agreement, You (a) acknowledge and agree that all licenses and rights to use the Yepzon Software shall terminate, and (b) will cease any and all use of the Yepzon Software, and (c) will remove the Yepzon Software from all hard drives, networks and other storage media and destroy all copies of the Yepzon Software in Your possession or under Your control.
8.5 No liability. Yepzon will not be liable in respect to any damage caused by the termination of this Agreement.
Article 9 Your Representations and Warranties; Indemnification of Yepzon
9.1 Representations. You represent and warrant that You are authorized to enter into this Agreement and comply with its terms. Furthermore, You represent and warrant that You will at any and all times meet with Your obligations hereunder, as well as any and all laws, regulations and policies that may apply to the use of the Yepzon Software.
9.2 Indemnification. You agree to indemnify, defend and hold Yepzon, Affiliates and the Yepzon Staff harmless from and against any and all liability and costs, including reasonable attorneys’ fees incurred by said parties, in connection with or arising out of Your (a) violation or breach of any term of this Agreement or any applicable law or regulation, whether or not referenced herein, or (b) violation of any rights of any third party, or (c) use or misuse of the Yepzon Software, or (d) use and/or modification of the Yepzon API or (e) communication spread by means of the Yepzon Software.
9.3 Export Restrictions. You acknowledge that the Yepzon Software or Device may be subject to international rules that govern the export of software. You agree to comply with all applicable international and national laws that apply to the Yepzon Software as well as end-user, end-use and destination restrictions issued by national governments.
Article 10 Disclaimer of Warranties
10.1 No warranties. THE YEPZON SOFTWARE IS PROVIDED ON “AS IT IS” PRINCIPLES, WITH NO WARRANTIES WHATSOEVER; YEPZON DOES NOT, EITHER EXPRESSED, IMPLIED OR STATUTORY, MAKE ANY WARRANTIES, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE YEPZON SOFTWARE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR USE OR A PARTICULAR PURPOSE. YEPZON FURTHER DOES NOT REPRESENT OR WARRANT THAT THE YEPZON SOFTWARE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE OR WILL OPERATE WITHOUT PACKET LOSS, NOR DOES YEPZON WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET, OR ANY QUALITY OF CALLS VOICE COMMUNICATION MADE THROUGH THE USE OF YEPZON SERVICE.
10.2 Your own Risk. You acknowledge and agree that the entire risk arising out of the use or performance of the Yepzon Software remains with You, to the maximum extent permitted by law.
10.3 Jurisdiction’s Limitations. As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to You. In such event the liability will be limited as far as legally possible under the applicable legislation.
Article 11 Limitation of Liability
11.1 No Liability. The Yepzon Software is being provided to You free of charge. ACCORDINGLY, YOU ACKNOWLEDGE AND AGREE THAT YEPZON, ITS AFFILIATES, ITS LICENSORS AND THE YEPZON STAFF WILL HAVE NO LIABILITY IN CONNECTION WITH OR ARISING FROM YOUR USE OF THE YEPZON SOFTWARE, AS SET FORTH BELOW.
11.2 Limitation of Liability. IN NO EVENT SHALL YEPZON, ITS AFFILIATES, ITS LICENSORS OR THE YEPZON STAFF BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA, INTERRUPTION, COMPUTER FAILURE OR PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE YEPZON SOFTWARE, EVEN IF YEPZON, ITS AFFILIATES OR THE YEPZON STAFF HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.3 Jurisdiction’s Limitations. As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to You. In such event the liability will be limited as far as legally possible under the applicable legislation.
Article 12 General Provisions
12.1 New versions of the Agreement. Yepzon reserves the right to modify this Agreement at any time by providing such revised Agreement to You or by publishing the revised Agreement on the Yepzon Website. The revised Agreement shall become effective within thirty (30) days of such publishing or provision to You, unless You expressly accept the revised Agreement earlier by clicking on the accept button. The express acceptance by You, or Your continued use of the Yepzon Software after expiry of the notice period of thirty (30) days, shall constitute Your acceptance to be bound by the terms and conditions of the revised Agreement. You can find the latest version of this Agreement at www.Yepzon.com. Yepzon reserves the right to make changes to this Agreement from time to time.
12.2 Entire Agreement. The terms and conditions of this Agreement constitute the entire agreement between You and Yepzon with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter.
12.3 Partial Invalidity. Should any term or provision hereof be deemed invalid, void or enforceable either in its entirety or in a particular application, the remainder of this Agreement shall nonetheless remain in full force and effect.
12.4 No waiver. The failure of Yepzon at any time or times to require performance of any provisions hereof shall in no manner affect its right at a later time to enforce the same unless the same is explicitly waived in writing and signed by Yepzon.
12.5 No Assignment by You. You are not allowed to assign this Agreement or any rights hereunder.
12.6 Assignment by Yepzon. Yepzon is allowed at its sole discretion to assign this Agreement or any rights hereunder to any Affiliate, without giving prior notice.
12.7 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of Finland without giving effect to any conflict of laws or provisions whether contained in Finnish law or the laws of your current state or country of residence.
12.8 Competent Court. Any legal proceedings arising out of or relating to this Agreement will be subject to the jurisdiction of district court of Helsinki.
12.9 Language. The original English version of this Agreement may have been translated into other languages. In the event of inconsistency or discrepancy between the English version and any other language version of this Agreement, the English language version shall prevail.
