WEBSITE TERMS OF USE

BY ACCESSING THIS WEBSITE, CLICKING THE ACCEPT BUTTON, OR EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS OF USE, YOU ACCEPT THESE TERMS OF USE AND REPRESENT THAT YOU ARE A CLIENT OF YOUAPPI OR AN AUTHORIZED REPRESENTATIVE OF A CLIENT OF YOUAPPI AND HAVE THE AUTHORITY TO BIND THE CLIENT AND ITS AFFILIATES TO THESE TERMS OF USE. IF YOU DO NOT HAVE THE AUTHORITY TO ACCEPT THESE TERMS OF USE OR IF YOU DO NOT AGREE WITH THESE TERMS OF USE, PLEASE DO NOT USE THIS WEBSITE.

Effective Date: May 11, 2016.

  1. Definitions.

Capitalized terms not otherwise defined in these Terms have the following meanings:

“YouAppi,” “We,” “Us” or “Our” means YouAppi Inc. and its subsidiaries, including any YouAppi company providing services to You.

“Site” means this website and all content, software, data, information and materials contained therein.

“Third Party Content” means certain third-party analysis, content, tools, features, materials, websites, services or advertisements which YouAppi makes available on or through the Site or to which YouAppi links on any other website.

“Users” means individuals who are authorized by You to use the Site and have been supplied User credentials and passwords by You (or by Us at Your request), including Your employees, consultants, contractors and other agents.

“You” or “Your” means the legal entity and its affiliates which is Our client and accepts these Terms.

  1. Binding Agreement.

These Terms of Use and any other terms and conditions on the Site that govern particular features of the Site (together, these “Terms”) set forth the terms and conditions that govern Your access to and use of the Site. These Terms set forth the entire agreement between YouAppi and You with respect to Your use of and access to the Site. These Terms supersede all previous oral and written terms, representations, or understandings concerning Your use of and access to the Site. These Terms are effective between You and YouAppi as of the date of Your acceptance of this Agreement.

  1. Our Proprietary Rights.

3.1 As between YouAppi and You and subject to Your right, title and interest in data that You submit through the Site or otherwise submit to YouAppi, YouAppi owns all right, title and interest in and to the Site, including all related intellectual property rights. Subject to the limited rights expressly granted hereunder, YouAppi reserves all rights, title and interest in and to the Site, including all related intellectual property rights therein. We grant no rights to You other than as expressly set forth herein. The Site and all materials and information on the Site are protected by U.S. and foreign copyright and other intellectual property laws. You agree to protect the proprietary rights of YouAppi and to comply with all reasonable written requests made by YouAppi and its third party licensors to protect their and others’ rights in the Site and materials and content made available on or through the Site.

3.2 YouAppi™ and Our other trademarks and service marks are the property of YouAppi. YouAppi’s trademarks and trade dress may not be used in any form without the prior written consent of YouAppi, and any use shall be subject to YouAppi’s then-current policies and requirements. All other trademarks, services marks, logos, designs and trade dress not owned by YouAppi that appear on the Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by YouAppi.

  1. License.

4.1 Subject to this Agreement, YouAppi hereby grants You a non-exclusive, non-transferable license for Your or Your affiliates’ internal business purposes and in order to manage information regarding Your business: (i) to access and use the Site; (ii) to access and use reports, materials or other content generated through or available on the Site; and (iii) reproduce or distribute solely within Your organization or to Your affiliates the reports, materials or other content generated through or available on the Site. All rights not explicitly granted in this Agreement are reserved by YouAppi. You may not use the Site in any manner inconsistent with these Terms.

4.2 You shall not remove any copyright, patent, trademark or other proprietary or restrictive notice or legend contained on the Site and You shall reproduce all such notices and legends on all permitted copies of documents, reports and other materials downloaded, printed or distributed from the Site.

  1. Restrictions on Use.

5.1 Except as otherwise expressly permitted by these Terms or on the Site, You may not download, modify, copy, reproduce, republish, post, resell, upload, transmit or distribute any materials or content, or any portion thereof from or linked to the Site, except with the express written consent of YouAppi or its third party licensors.

5.2 In addition, You agree not to:

(a) Use or access the Site for any purpose that is unlawful or prohibited by these Terms or display, transmit or otherwise make available on or through the Site material that is infringing, threatening, harassing, libelous, hateful, racially or ethnically objectionable, unlawful, tortious, harmful to children, invasive of another’s privacy or violative of third-party rights;

(b) Reverse engineer, decompile, modify, or create derivative works from any software or materials accessible by or on the Site;

(c) Frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of YouAppi without express written consent;

(d) Make any commercial or non-fair-use of the copyrights, trademarks, logos, symbols, or any other mark, device, or commercial identifier of YouAppi or any of our third party licensors without the express written consent of YouAppi;

(e) Use or access the Site in a manner that could damage, disable, overburden, or impair any YouAppi server or the networks connected to any YouAppi server;

(f) Interfere with any third party’s use and enjoyment of the Site;

(g) Attempt to gain unauthorized access to the Site, accounts, computer systems, or networks connected to any YouAppi server through hacking, password mining, or any other means;

(h) Sublicense or otherwise transfer any license granted to the Site or materials on the Site; or

(i) Access the Site in order to build a competitive product or service, or copy any features, functions or graphics of the Site.

  1. Your Responsibilities.

You shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all content and data submitted to or published via the Site by You; (ii) comply with all applicable laws (including but not limited to export laws) in using the Site; and (iii) use the Site solely in accordance with any online user guides or instructions made available on or through the Site. You shall not disclose or share any ID(s) and password(s) used to access this or any related Site. You are responsible for all activity that occurs under Your ID(s) and password(s). You agree to monitor strictly Your Users’ use of the Site and enforce these Terms in Your organization. You agree to promptly notify YouAppi in writing upon becoming aware of any unauthorized access or use of the Site by any party.

  1. Documents; Your Instructions and Requests.

7.1 You may be able to use certain parts of the Site to create, store, or access documents, reports and other materials (“Materials”). You acknowledge and agree that when these Terms terminate, i Your access to such Materials through the Site may terminate and that following such termination Materials may be archived or deleted from the Site in accordance with our applicable records retention policies. We do not guaranty the availability of Materials or any other content or material on the Site and You acknowledge and agree that Materials stored on or through the Site may be archived or deleted periodically in accordance our applicable record retention policies. However, We may make available features on the Site to allow You to download certain Materials to Your own computers or servers at any time during the term of these Terms.

7.2 You agree that if You use the Site to give instructions to YouAppi or to request a service or document, YouAppi shall not be deemed to have accepted such instructions or to have processed such requests until YouAppi communicates acceptance to You or Your organization.

  1. Links and Third Party Content.

8.1 Third Party Content is not maintained or controlled by YouAppi and, as a matter of policy, YouAppi does not independently verify, prescreen or monitor Third Party Content. While We believe the Third Party Content is from reliable third-party sources, We are not responsible for the availability, content, completeness, adequacy, utility or accuracy of Third Party Content. YouAppi does not make any endorsement, express or implied, of any Third Party Content.

8.2 Certain Third Party Content on the Site is subject to additional terms and conditions presented in conjunction with or linked to the Third Party Content. You acknowledge and agree that Your use of Third Party Content is subject to all these additional terms and conditions.

8.3 Site features that interoperate with Third Party Content depend on the continuing availability of Third Party Content for use with the Site. If Third Party Content providers cease to make Third Party Content available on commercially reasonable terms for the Site, YouAppi may cease providing the Site features related to that Third Party Content.

  1. Disclaimers and Limits of Liability.

9.1 THE SITE AND THE INFORMATION AND DATA ON THE SITE ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

9.2 YOUAPPI SHALL NOT BE LIABLE FOR ANY DIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST REVENUES OR LOST PROFITS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSSES AND BASED ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE OR ANY INFORMATION OR SERVICE ON A LINKED WEBSITE. Some jurisdictions do not allow the limitation or exclusion of certain implied warranties, liability, incidental or consequential damages, so certain provisions of these Terms may not apply to You.

  1. Indemnification.

10.1 We shall defend You against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by a third party alleging that the use of the Site as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for damages finally awarded against, and for reasonable attorney’s fees incurred by, You in connection with any such Claim; provided, that You (a) promptly give Us written notice of the Claim; (b) give Us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense.

10.2 You shall defend Us against any claim made or brought against Us by a third party alleging that Your use of the Site violates these Terms or that the data or information You submit through the Site infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and shall indemnify Us for any damages finally awarded against, and for reasonable attorney’s fees incurred by, Us in connection with any such Claim; provided, that We: (a) promptly give You written notice of the Claim; (b) give You sole control of the defense and settlement of the Claim (provided that You may not settle any Claim unless the settlement unconditionally release Us of all liability); and (c) provide to You all reasonable assistance, at our expense.

10.3 This Section 10 (Mutual Indemnification) states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of Claim described in this Section 10.

  1. Changes to Agreement.

YouAppi reserves the right to make changes, modifications, amendments, and/or updates to the Site and these Terms. When these changes are made, We will make the revised Terms available on the Site. Changes to these Terms are effective when posted. You understand and agree that continued use of the Site after these Terms have changed will be treated as Your acceptance of the revised Terms.

  1. Term and Termination.

This Agreement commences on the date You accept it and continues until terminated in accordance with this Section 12. You may terminate Your use of the Site without cause at any time upon written notice to Us. We may terminate Your access to and use of the Site (a) at any time with or without cause, upon notice to You or (b) upon termination of Your relationship with YouAppi for any reason. Sections 3 (Proprietary Rights), 8 (Links and Third Party Content), 9 (Disclaimers and Limits of Liability), 10 (Indemnification), 14 (Governing Law) and 17 (Miscellaneous) shall survive any termination or expiration of these Terms. We have no obligation to maintain or provide You a copy of any of Your data in the Site following termination or expiration of these Terms, unless otherwise agreed in writing between You and YouAppi or You are legally required to retain it.

  1. Sanctions and Export Controls.

These Terms are subject to any laws, regulations, orders or other restrictions imposed by the Government of the United States of America on the transaction of business activities with certain countries or nationals or residents of certain countries. The Site is not available through YouAppi to any Restricted Entity (as defined below). You represent and warrant that neither You nor Your organization is a Restricted Entity nor are You or Your organization using the Site on behalf of or for the benefit of a Restricted Entity. “Restricted Entity” means any individual or organization owned or controlled by, or acting as an agent for, any person or entity with whom a U.S. citizen, national, or company organized under the laws of or operating in the U.S. is prohibited from engaging in transactions by U.S. laws, including a person on the Specially Designated Nationals List published by the U.S. Department of the Treasury’s Office of Foreign Assets Control.

  1. Governing Law.

These Terms are governed by the laws of the State of New York, without reference to the principles of conflicts of laws thereof. You hereby irrevocably and unconditionally accept and agree to submit to the exclusive jurisdiction of any state or federal court in the State and County of New York to hear any dispute relating to this Agreement. You agree that the United Nations Convention on Contracts for the International Sale of Goods (1980) and Uniform Computer Information Transactions Act (UCITA), as adopted by any state, do not apply to these Terms.

  1. Agent for Notice of Claimed Copyright Infringement.

YouAppi respects the intellectual property rights of others. To assist copyright owners, YouAppi has appointed an agent to receive notifications of claims or allegations of copyright infringement regarding materials available or accessible on, through or in connection with the Site. Any person authorized to act for a copyright owner may notify Us of such claims by contacting Us in writing at the following address:

YouAppi, Inc.

Attn: Copyright Agent

2 Embarcadero Center, Suite 2310,

San Francisco, CA 94111-3919, USA

  1. Injunctive Relief.

You acknowledge and agree that any violation of these Terms relating to the disclosure, use, copying, distribution, display or publishing of the content made available through the Site by Us or by third party licensors, including any software licensed hereunder, may result in irreparable injury and damage to YouAppi or its licensors that may not be adequately compensable in money damages, and for which YouAppi will have no adequate remedy at law. You consent and agree that YouAppi may obtain injunctions, orders, or decrees as reasonably necessary to ensure compliance with this Agreement. You hereby waive any requirement of the posting of a bond that may apply for issuance of any injunctions, orders, or decrees.

  1. Miscellaneous

We may assign our rights and obligations under these Terms without notice, to: (a) any affiliate of YouAppi; or (b) any party or its affiliate acquiring all or substantially all of the assets or stock by merger or otherwise of YouAppi or any affiliate of YouAppi. These Terms may not be assigned by You without Our prior written consent. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is deemed invalid, void, or for any reason unenforceable, that provision shall be deemed severable and shall not affect the validity and enforceability of any remaining provisions.

Questions or comments regarding the Site or these Terms should be directed to YouAppi team at cfo@YouAppi.com.