Terms & Service Agreement
Last updated on March 28, 2019.
Welcome to the Yocale Network Corporation website, located at www.yocale.com (“Website”). Please read these terms and conditions carefully before using this Website.
This Website is offered to you by Yocale Network Corporation (“Yocale”, “we”, “us” or “our”) on the condition that you accept the terms, conditions, and notices hereunder (“Terms”) without modification. Your use of this Website constitutes your agreement to all such terms, conditions, and notices.
Except to the extent otherwise set forth herein, these Terms do not provide you with a license to or any other rights to any products or services of Yocale.
Yocale reserves the right to change the Terms under which the Website is offered. You are responsible for regularly reviewing these Terms to ensure your continuing compliance with these Terms. Your use of this Website after such changes have been posted will constitute your agreement to the modified Terms.
1. Ability to Enter Into These Terms
In order to enter into these Terms, you must have reached the legal age of majority in your jurisdiction of residence or possess legal parental or guardian consent, and you must be fully able and competent to enter into the terms and conditions of these Terms, and able to abide by and comply with these Terms. If you accept these Terms, you represent that you have the capacity to be bound by them.
2. The Services
Yocale provides a service that allows users who have created an account (“Members”) to: (i) search and find businesses and providers in their local communities who may be subscribers of the Yocale services; (ii) engage with, schedule appointments with, and rate, review, and rank the business or providers, and certain other services provided through the Website (the “Services”).
To access the Services, you must become a Member and create a Yocale account by either: (i) providing your user name, password, and valid email address; or (ii) providing us with access to your account credentials of your third party sharing applications (i.e., Facebook).
You are solely responsible for the activity that occurs on your account and you must keep your account password secure. You must notify Yocale immediately of any breach of security or unauthorized use of your account.
Yocale will not be liable for your losses caused by any unauthorized use of your account. If you deactivate your account, Yocale will permanently delete all of your Member content within 90 days of deactivation. For clarity, Yocale will not be able to delete any of your Member content that is shared with other Members or by you through any third party sharing application.
4. Permitted Use
Yocale grants you a limited, revocable, and non-exclusive license to access and make personal use of this Website and access the services, but not to download the Website (other than page caching) or modify it, or any portion of it, except with express written consent of Yocale or express authorization on the Website. This license does not include any resale or commercial use of this Website or its contents.
The following activities are also specifically prohibited:
- Any collection and use of any service information, listings, descriptions, prices, or any other materials made available on the Website.
- Any derivative use of this Website or its contents.
- Any downloading or copying of account information.
- Any use of data mining, robots, or similar data gathering and extraction tools.
No part of this Website may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent.
You are granted a limited, revocable, and non-exclusive right to create a hyperlink to the main page of the Website as long as the link does not portray Yocale, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any Yocale logo or other proprietary graphic or trademark as part of the link without our express written consent.
5. Member Conduct
You must not use the Website in any way that causes, or is likely to cause, the Website or access to it to be interrupted, damaged, or impaired in any way. You understand that you are responsible for all electronic communications and content sent from your computer to us and you must use the Website for lawful purposes only. Certain features of the Website may allow you to forward material via email or social media to addressees and/or social media accounts specified by you. By using such features, you represent, warrant and confirm to Yocale that you have the consent of all recipients to send such communications.
If you submit, post or upload content through the Website, you will ensure the content is not illegal, obscene, abusive, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties, or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam”. Harassment in any manner or form on the Website, including via e-mail, chat or social media or by obscene or abusive language is strictly forbidden. Impersonation of others, including a Yocale employee, host, or representative, or other members or visitors on the Website is prohibited. You must not upload to, distribute, or otherwise publish through the Website any content which is libelous, defamatory, or otherwise objectionable, or which may constitute or encourage a criminal offence, violate the rights of any party or otherwise give rise to liability or violate any law. You may not upload commercial content on the Website or use the Website to solicit others to join or become members of any other commercial online service or other organization.
6. Intellectual Property
The Website and its entire contents, features and functionality (including, but not limited to, all information, software, text, displays, images, photographs, video and audio, and other content, and the design, selection and arrangement thereof), are owned by Yocale, its licensors or other providers of such material and are protected by Canadian, United States, and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Yocale’s company name, the terms “Yocale”, the Yocale logo and all related names, logos, product, and service names, designs and slogans are trademarks of Yocale or its affiliates or licensors. You must not use such marks without the prior written permission of Yocale. All other names, brands, and marks are used for identification purposes only and are the trademarks of their respective owners. All of the aforesaid rights are retained by Yocale and its affiliates or licensors.
7. Member Submissions
All remarks, ratings, recommendations, feedback, suggestions, or other information communicated, transmitted, submitted, or posted by you through or in connection with the Website (each a “Submission”) will be licensed to Yocale in accordance with and otherwise subject to these Terms. Any Submission you communicate, transmit, submit or post through or in connection with the Website will be considered non-confidential and non-proprietary, and Yocale will not be liable for any ideas for its business (including without limitation, product, or advertising ideas) and will not incur any liability as a result of any similarities that may appear in future Yocale operations, products, services, or materials. You hereby grant to Yocale a perpetual, unlimited, irrevocable license to use, copy, distribute, modify, and disclose to third parties each such Submission for any purpose, and you hereby waive all moral rights and other similar rights to each such Submission. You acknowledge and agree that Yocale will be entitled to use the Submission for any commercial or other purpose whatsoever without compensation to you or any other person. All Submissions must comply with the content standards set out in these Terms. You represent and warrant that you own or control all rights in and to each such Submission and have sufficient rights and authority to grant to Yocale the rights to each such Submission granted under these Terms. You represent and warrant that all of your Submissions do and will comply with these Terms, and you agree to defend, indemnify, and hold harmless Yocale and its affiliates and licensors for any breach of that representation and warranty.
You understand and acknowledge that you are responsible for any Submissions you submit or contribute, and you, not Yocale, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. Any content and/or opinions uploaded, expressed, or submitted to the Website, and all articles and responses to questions and other content, other than the content provided by Yocale, are solely the opinions and the responsibility of the person or entity submitting them and do not necessarily reflect the opinion of Yocale. We are not responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other user of the Website.
8. Personal Information Submitted Through the Website
Your submission of personal information to us is governed by our Privacy and Policy located at www.yocale.com/privacy. The Privacy Polity is incorporated by reference into these Terms and these Terms are incorporated by reference in the Privacy Terms.
We may run contests from time to time through the Website. All such contests will be subject to the applicable contest rules. By entering into the contest, you signify your agreement to the applicable contest rules, as well as the terms set out in these Terms.
10. Third-Party Terms
This Website may contain hyperlinks to websites which are not maintained by Yocale. Hyperlinks to other websites are provided as a convenience. Use of the hyperlinks and access to such websites is entirely at your own risk. Yocale is not responsible for the contents of those websites and shall not be liable, directly or indirectly, for any damages or loss arising from access to those websites. These hyperlinks do not and should not be taken as implying an endorsement or approval of any kind of the content or reliability of those websites or the activities of the people, organizations, and/or businesses responsible for those websites.
11. Google Maps API
The Member acknowledges that the features and functionality of the Website use Google Maps API Implementation. By using the Website you acknowledge and agree that you are bound by Google’s Term of Use found at https://developers.google.com/maps/terms?hl=en.
12. Account Termination
Yocale may ban you from accessing the Services and/or terminate your Member account at any time if in Yocale’s opinion, these Terms have been infringed by you.
13. Digital Millennium Copyright Act
If you are a copyright owner or an agent thereof and believe that any content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing Yocale’s Copyright Compliance Officer with the following information in writing (see 17 U.S.C. 512(c)(3) for further detail):
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material.
- Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an email address.
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Yocale’s designated contact to receive notifications of claimed infringement is the Copyright Compliance Officer of Yocale #350 – 889 Harbourside Drive, North Vancouver, BC, Canada V7P 0A3; phone no: 1-855-9-YOCALE (962253); email: firstname.lastname@example.org. For clarity, only DMCA notices should go to the Copyright Compliance Officer. Any other feedback, comments, requests, for technical support, and other communications should be directed to Yocale customer service through email@example.com. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.
If you believe that your content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the content, you may send a counter-notice containing the following information to Yocale’s Copyright Compliance Officer:
- Your physical or electronic signature.
- Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or access to it was disabled.
- A statement under penalty of perjury that you have a good faith believe that the content was removed or disabled as a result of a mistake or a misidentification of the content.
- Your name, address, and telephone number (and, if available, email address) and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if your address is located outside of the United States, for any judicial district in which the service provider may be found, and that you will accept service of process from the person who provided notification of the alleged infringement or an agent of such person.
If a counter-notice is received by Yocale’s Copyright Compliance Officer, Yocale may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Yocale’s sole discretion.
THIS WEBSITE, THE SERVICES AND THE MATERIALS, INFORMATION, AND CONTENT IN OR OFFERED THROUGH THIS WEBSITE, INCLUDING, WITHOUT LIMITATION, TEXT, GRAPHICS, SERVICES, INFORMATION, RECOMMENDATIONS, RANKINGS, AND LINKS, ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW: (A) YOCALE DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, FREEDOM FROM COMPUTER VIRUSES OR OTHER MALICIOUS CODE, AND WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE; (B) ALL IMPLIED WARRANTIES AND CONDITIONS ON THE PART OF YOCALE ARE EXPRESSLY DISCLAIMED; (C) YOCALE DOES NOT REPRESENT OR WARRANT THAT THIS WEBSITE AND THE FUNCTIONS CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS WEBSITE OR THE SERVER THAT MAKES THE WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; AND (D) YOCALE DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF THE MATERIALS OR INFORMATION IN THIS WEBSITE IN TERMS OF THEIR COMPLETENESS, CORRECTNESS, ACCURACY, COMPLETENESS, ADEQUACY, USEFULNESS, TIMELINESS, RELIABILITY, OR OTHERWISE.
Yocale makes no representation that materials in the Website are appropriate or available for use in locations other than Canada, and access to them from territories where their content is illegal is prohibited. Those who choose to access this Website from locations outside Canada do so on their own initiative and are responsible for compliance with applicable local laws. Yocale may limit the Website’s availability, in whole or in part, to any person, geographic area, or jurisdiction it chooses, at any time and in its sole discretion.
15. Limitation of Liability
TO THE FULLEST EXTENT PERMISSIBLE, PURSUANT TO APPLICABLE LAW, IN NO EVENT SHALL YOCALE OR ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS AND SUPPLIERS, BE LIABLE FOR ANY LOSS OF PROFITS, GOODWILL, ANTICIPATED SAVINGS, DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL, DAMAGES, OR ANY DAMAGES WHATSOEVER, EVEN IF YOCALE (OR ITS AFFILIATE) HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE, OR ANY OTHER THEORY, ARISING OUT OF OR IN CONNECTION WITH THE USE, INABILITY TO USE, OR PERFORMANCE OF THE INFORMATION, SERVICES, PRODUCTS, AND MATERIALS AVAILABLE FROM THIS WEBSITE, OR ANY OTHER MATTER RELATING TO THIS WEBSITE.
YOU ALSO AGREE THAT YOCALE AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS, SHALL NOT BE LIABLE FOR ANY CLAIM, DAMAGE, OR LOSS OF ANY KIND OF ANY NATURE WHATSOEVER CAUSED AS A RESULT (DIRECT OR INDIRECT) OF OR OTHERWISE IN CONNECTION WITH THE USE OF THE WEBSITE, INCLUDING BUT NOT LIMITED TO ANY CLAIM, DAMAGE, OR LOSS SUFFERED AS A RESULT OF OR IN CONNECTION WITH ANY RELIANCE ON ANY CONTENT OR INFORMATION CONTAINED IN OR AVAILABLE FROM THE WEBSITE.
You agree to indemnify, defend, and hold harmless Yocale and its affiliates, and their respective officers, directors, employees, agents, licensors and suppliers from and against all losses, expenses, damages, and costs, including reasonable legal fees, resulting from any violation of these Terms, any breach of your representations or warranties, or any activity related to your conduct (including negligent or wrongful conduct), or any content or materials provided by you.
17. Applicable Laws
These Terms and your use of this Website and the Services shall be governed in all respects by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflicts of law’s provisions. You irrevocably submit to the exclusive jurisdiction of the courts of the Province of British Columbia with respect to any claim, proceeding or action relating to or otherwise arising out of these Terms or the Website, provided always that Yocale may seek and obtain injunctive relief in any jurisdiction.
The waiver of any provision of these Terms shall not be considered a waiver of any other provision or of Yocale’s right to require strict observance of each of the terms herein. The terms and conditions of these Terms shall be deemed severable. In the event that any provision of these Terms is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by law and such determination shall not affect the validity or enforceability of any other remaining provisions. Yocale may assign its rights and obligations under these Terms. These Terms will enure to the benefit of Yocale’s successors, assigns, and licensees.
Copyright (©) 2020 Yocale Network Corporation. All rights reserved.
Business Terms of Service
SOFTWARE AS A SERVICE AGREEMENT
Last updated on May 4th, 2020.
This Software as a Service Agreement (“Agreement”) is made between Yocale Network Corporation (“Yocale”) and you (the “Business or Provider”) via Yocale’s website located at www.yocale.com (the “Website”).
If the Business or Provider is a representative of a business, the Business or Provider represents that it has the required authority to bind any entity for whom they are entering into this Agreement. If the Business or Provider does not have the necessary authority or if the Business or Provider disagrees with these terms and conditions of this Agreement, the Business or Provider must not accept this Agreement and may not use the Services. The Business or Provider affirms that the person accepting this Agreement on behalf of the Business or Provider is older than the age of majority in the jurisdiction where the Business or Provider is located and is fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement.
Yocale offers a variety of services via the Website, such as allowing end users of the Website (the “Members”) to find, engage with and purchase services from the Business or Provider offering services through the Website (the “Services”). The Services may include services such as scheduling, ratings, reviews, and information management as it relates to business offerings of the Business or Provider.
The Services is a work in progress, and Yocale will update this Agreement from time to time in Yocale’s sole discretion as changes are made to the Software and for other reasons. Since this document is posted on the Website, the Business or Provider should periodically review the most up-to-date version. The Business or Provider’s continued use of the Services following the publishing of a revised version of this Agreement means that the Business or Provider accepts and agrees to the changes.
- Yocale reserves the right to replace, modify, and/or upgrade the Services in its sole discretion at any time. Any replacement, modification or upgrade to the Services is to be treated as part of the Services for the purpose of this Agreement.
- Yocale will provide all equipment, software, and security services necessary for the operation and maintenance of its host computer system to provide the Services as deemed necessary by Yocale from time to time.
- During the Term and subject of the terms and conditions of this Agreement, the Business or Provider grants Yocale the limited right to access and interact with the Business or Provider’s practice management system, calendar system, and information database (hereinafter referred to as “the “Business or Provider’s Systems”) solely to copy, extract, and use data as necessary to perform the Services as they relate to the service offerings of the Business or Provider to the Members.
- The Business or Provider or its designee shall open, operate, and maintain an account to use the Services, throughout the Term of this Agreement.
- Yocale enables Member feedback and Member content to be ranked on the Website (the “Feedback”). The Feedback may be published, edited, or modified and shared via the website and the Services at Yocale’s discretion. The Business or Provider expressly acknowledges and agrees that Yocale is not responsible for the Feedback provided by Members. In the event the Business or Provider disagrees with any Feedback provided by a Member in respect of the Service Provider, the Business or Provider may inform Yocale and specifically request that Yocale review such Feedback. Yocale may, at its sole discretion, review such Feedback and if Yocale agrees with the Business or Provider, Yocale may remove such Feedback from the Website.
- Section (1)(h) above is made by the Business or Provider notwithstanding any relevant provisions of California Civil Code Section 1542 which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him, must have materially affected his settlement with the debtor.” The Business or Provider expressly waives any and all rights it may have under the provisions of that law and section or any similar statute in any other jurisdiction.
- Yocale will use reasonable efforts to confirm contact information for Members but does not guarantee the accuracy of the information provided to it by Members.
- Availability. Yocale will use commercially reasonable efforts to make the core components of its web-based scheduling & business management Offering available 24 hours a day, 7 days a week, with minimal downtime. Yocale does not guarantee 24×7 uptime availability to the Offering. Yocale’s Offering will maintain a 99% monthly uptime during any calendar month. User acknowledges that the exclusions set forth within will periodically require the Offering to be unavailable to the User.
- Updates and Scheduled Downtime. Yocale may update any aspect of the Offering at any time in its sole discretion. Yocale may schedule downtime for maintenance and upgrades to the Offering without prior notice but will use reasonable efforts to provide advance notice where practicable. For non-emergency major updates, Yocale will provide written notification to the client
2. GRANT OF LICENSE
- Yocale grants the Business or Provider a limited, non-transferable, and non-exclusive license to access, use, display, run or otherwise interact with the Services subject to the terms and conditions set forth in this Agreement.
- The License granted by Yocale is on a per authorized user basis, as described in the subscription process, and may not be transferred, assigned or given to any third party except as authorized by Yocale.
- The Business or Provider is expressly restricted from the following, in whole or in part: (a) reverse engineer, disassemble or decompile any component of the Services; (b) interfere in any manner with the operation of the Services, or the hardware and network used to operate the Services; (c) transfer any of the Business or Provider’s rights under this Agreement, use the Services for the benefit of a third party or operate a service bureau; (d) modify, copy or make derivative works based on any part of the Services; (e) otherwise use the Services in any manner that exceeds the scope of use permitted under this Agreement; (f) use the Services in any way that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable; (g) use the Services in any way that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, provincial, national or international law; (h) use the Services in any way that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party anywhere in the world; (i) use the Services in any way that impersonates any person or entity or otherwise misrepresents the Business or Provider’s affiliation with a person or entity; (j) use the Services in any way for unsolicited promotions, political campaigning, advertising or solicitations; (k) use the Services in any way that introduces or spreads viruses, corrupted data or other harmful, disruptive or destructive files in to the Services or programming routines intended to damage, surreptitiously intercept or expropriate any system, data or personal information; or (l) use the Services in any way that, in the sole judgment of Yocale, is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose Yocale or Members to any harm or liability of any type, or creates or imposes an inappropriate load or create large bandwidth-consuming transactions on the Services.
3. BUSINESS PROVIDER RESPONSIBILITIES
- The Business or Provider will cooperate with Yocale or its agents to verify the information specified as the Business or Provider Information, and any other information that Yocale in its sole discretion deems necessary.
- As a Business or Provider scheduling of a Member for an appointment constitutes the Business or Provider’s acceptance of that Member as a customer or patient. The Business or Provider is fully and solely responsible for all services, advice, and care rendered to the Member and for collecting payment from the Member for any and all services rendered and the Business or Provider expressly acknowledges and agrees that Yocale is not responsible or liable in any manner for any interaction between the Business or Provider and the Member or any services provided or not provided to the Member.
- The Business or Provider shall use reasonable efforts to respond to a Member scheduling request within one (1) hour after receipt of Member’s request for an appointment. The Business or Provider acknowledges that unreasonable rescheduling or cancelling of Member appointments may result in the Business or Provider being removed from, or otherwise affected in the ranking of appointment listings available to Members or may negatively affect the ratings and rankings of the Business or Provider on the Service.
- Regarding any information provided to or through Yocale by any Member for use by the Business or Provider, the Business or Provider will provide the Member with the opportunity to review and accept or correct such information.
4. WARRANTIES AND COVENANTS OF BUSINESS PROVIDER
- The Business or Provider covenants to maintain the confidentiality of all information and shall only use Member submitted information as permitted in this Agreement and consistent with all applicable privacy laws.
- Business Provider covenants to:
- Provide Yocale with up-to-date, accurate information.
- Maintain updated and accurate scheduling information.
- Where applicable, ensure that it has all proper unexpired certification including licenses or other professional requirements to carry on business and provide the services provided by the Business Provider through the Service.
- Where applicable, ensure that it has and will maintain sufficient and appropriate professional liability insurance.
- Ensure that it will treat all Members equally without regard to Members’ race, religion, sex, sexual orientation, disability, or other potential head of discrimination; and
- Use the Services in accordance with all applicable laws and regulations.
5. FURTHER REPRESENTATIONS AND WARRANTIES OF BUSINESS PROVIDER
The Business or Provider represents and warrants that:
- It is duly incorporated, organized or otherwise validly existing and in good standing within the laws and regulations of the presiding jurisdiction.
- It has the full power to enter into this Agreement, binding the Business or Provider to perform its obligations arising from this Agreement.
- This Agreement will not result in any breach of any term or condition of any other agreement binding the Business or Provider; and
- Is not currently in bankruptcy, it does not currently contemplate entering into bankruptcy, and it is not aware of any basis for any third party petition to have the Business or Provider entered into bankruptcy.
6. FEES AND PAYMENT
- In consideration of the Services provided by Yocale, the Business or Provider shall pay Yocale the fees (“Fees”) as described in the registration process pursuant to which the Business or Provider subscribes to the Services. The Fees may be paid in periodic dates or in lump sum. Each date of payment of a portion of the Fees is called a “Payment Date”.
- Yocale reserves the right to amend the Fees from time to time. Any amendment to the Fees payable in respect of the Business or Provider will be effective as of the next renewal date of the subscription for the Services by the Business or Provider.
- The Business or Provider shall provide Yocale up-to-date and accurate payment information in one of the following forms: credit card or pre-authorization for automatic withdrawals from a chequing/checking account, any of which must be in a format acceptable to Yocale. The Business or Provider will also provide all other relevant, accurate, and up-to-date contact and billing information.
- If the Business or Provider elects the credit card payment method, the Business or Provider hereby authorizes Yocale to bill the credit card on the Effective Date and on each Payment Date.
- If the Business or Provider elects the pre-authorization payment method, the Business or Provider hereby authorizes Yocale to collect subscription fees via automatic payments from the Business or Provider’s chequing/checking account on the Effective Date and on each Payment Date.
- Amounts due to Yocale by the Business or Provider that are not paid by the due date shall bear interest at the rate of the lesser of one percent (1%) per month (12% per annum) and in any event shall not exceed the maximum amount permissible by law.
- Yocale is entitled to suspend or terminate the Business or Provider’s account for late payment. If Yocale decides to suspend or terminate the account at the Business or Provider’s request, the Business or Provider shall pay Yocale’s standard fee for reactivating the Business or Provider’s account.
- Termination of this Agreement for any reason shall compel the Business or Provider to pay Yocale all fees due for the Term or any Additional Term.
- Fees are exclusive of all applicable taxes, levies, duties or similar government assessments payable on the Services (collectively, “Taxes”). The Business or Provider is responsible for paying all Taxes payable on the Services provided to the Service Provider.
7. CANCELLATION AND REFUND POLICY
The Business or Provider may notify Yocale during the first thirty (30) days following the Effective Date that the Business or Provider wishes to terminate the Services and receive a refund of any fees paid by the Business or Provider minus any applicable setup fees.
After the first thirty (30) days, monthly subscribers (paying month by month) may terminate this agreement at any time but are required to give Yocale 30 days’ notice regarding the cancellation (i.e. one more monthly payment will be charged to the subscriber’s credit card after the cancellation request is received, no partial monthly billing will be provided). No refunds will be given for already paid subscriptions or setup fees.
Annual subscribers (paying the full amount up-front for a subscribed period) may not terminate the agreement after the first thirty (30) days and are committed to the full subscribed term.
All cancellation notifications and requests must be made in writing by sending an email to firstname.lastname@example.org from the registered email address (login email) on the account.
8. TERM / TERMINATION
- The term of this Agreement will commence on the Effective Date and shall continue for the initial period set out in the Business or Provider’s Subscription (the “Subscription Term”).
- The Term will be renewed automatically (the “Renewal”), for further periods equal to the duration of the Subscription Term (each an “Additional Term”), upon payment of the Fees payable in respect of each such Additional Term.
- Yocale may terminate this Renewal by providing thirty (30) days advance written notice via email to the Business or Provider’s email address as it appears on the Business or Provider’s account.
- The Business or Provider may terminate the Renewal by providing written notice no later than thirty (30) days before the start of the next term in writing via email to Yocale at email@example.com.
- Yocale may terminate this Agreement without notice to the Business or Provider in the event of any breach or default of this Agreement by the Business or Provider.
9. INTELLECTUAL PROPERTY
- Yocale shall have exclusive ownership of all rights, title and interest, including without limitation all intellectual property rights, in and to: i) the Services, Yocale application, and the Website; ii) all derivative work including any modifications or enhancements, subject to the rights expressly granted by Yocale; and iii) all information and data gathered by Yocale.
- This Agreement does not provide the Business or Provider with title to or ownership of the Services, any components of it or any data aggregated by Yocale or any part thereof.
- The Business or Provider retains all right, title, and interest in and to the Business or Provider Information. Yocale will use the Business or Provider information to provide the Services under this Agreement. The Business or Provider will be solely responsible for providing all Business or Provider information required for the proper operation of the Services and grants Yocale all necessary licenses in and to the Business or Provider Information solely as necessary for Yocale to provide the Services for the Business or Provider and its Members.
The Business or Provider will indemnify, hold harmless, and defend Yocale, its affiliates, directors, officers, employees, consultants, and agents against any and all claims, damages and expenses, including legal costs, court awards or amounts paid in settlement, directly or indirectly resulting from:
- The Business or Provider’s use of the Services, Website or other Yocale service.
- Members selecting and making appointments with the Business or Provider via the Services.
- Members fulfilling or not-fulfilling appointments scheduled through or with the assistance of the Services or other Yocale service.
- Any failure by the Business or Provider to comply with privacy laws.
- Any breach of this Agreement by the Business or Provider.
- Yocale’s access to or use of the credit card or chequing/checking account information provided by the Business or Provider for the purposes of billing the Business or Provider.
- Regarding any information provided to or through Yocale by any Member for use by the Business or Provider, all claims and liability arising out of the use of such information or any error or omission in such information; and
- All claims in respect of any Feedback including any customer feedback.
11. WARRANTY DISCLAIMER
THE BUSINESS OR PROVIDER AGREES THAT THEIR USE OF THE SERVICES AND ACCESS TO ALL CONTENT FORMING PART OF OR RELATED TO THE SERVICES, SHALL BE AT THE BUSINESS OR PROVIDER’S SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, YOCALE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED OR STATUTORY, IN CONNECTION WITH THE SERVICES AND THE BUSINESS OR PROVIDER’S USE THEREOF, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, HARDWARE COMPATIBILITY, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT. YOCALE MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF ANY SITES, PAGES OR SERVICES LINKED TO OR THROUGH THE SERVICES AND ASSUME NO LIABILITY OR RESPONSIBILITY FOR (I) ANY ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN THE SERVICES, OR IN THE TRANSMISSION OF CONTENT (II) ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM THE BUSINESS OR PROVIDER’S ACCESS TO OR USE OF THE SERVICES OR ACCESS TO ANY CONTENT, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF YOCALE’S SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, OR (VI) ANY ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. YOCALE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED SERVICE OR WEBSITE FEATURED, BANNER, SPONSOR MESSAGE OR OTHER ADVERTISING. YOCALE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN THE BUSINESS OR PROVIDER AND MEMBERS OF PRODUCTS OR SERVICES. AS WITH THE SALE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, THE BUSINESS OR PROVIDER SHOULD USE BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
12. LIMITATION OF LIABILITIES
- IN NO EVENT SHALL YOCALE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO THE BUSINESS OR PROVIDER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM THE BUSINESS OR PROVIDER’S USE OF OR ACCESS TO THE SERVICES, INCLUDING WITHOUT LIMITATION RESULTING FROM (I) ANY ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN THE SERVICES, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM THE BUSINESS OR PROVIDER’S ACCESS TO OR USE OF THE SERVICES OR ANY CONTENT, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF YOCALE’S SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE BUSINESS OR PROVIDER’S USE OF ANY CONTENT MADE AVAILABLE VIA THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT YOCALE IS OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
- THE BUSINESS OR PROVIDER SPECIFICALLY ACKNOWLEDGES THAT YOCALE SHALL NOT BE LIABLE IN ANY WAY FOR ANY CONTENT INCLUDING BUT NOT LIMITED TO ANY ERRORS OR OMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH THE BUSINESS OR PROVIDER. YOCALE DOES NOT CONTROL THE CONTENT POSTED AND DOES NOT GUARANTEE THE ACCURACY OR INTEGRITY OF SUCH CONTENT.
- TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE MAXIMUM AGGREGATE LIABILITY OF YOCALE OR ITS PARTNERS OR LICENSORS ARISING FROM ANY CLAIM MADE BY THE BUSINESS OR PROVIDER UNDER THIS AGREEMENT EXCEED $100.
- The Business or Provider is solely responsible for any liability or expense resulting from outdated or inaccurate Business or Provider information.
- The Services is controlled and offered by Yocale from its facilities in British Columbia, Canada. Yocale makes no representations that the Services are appropriate, legal or available for use in other jurisdictions. Those who access or use the Services from other jurisdictions do so at their own volition and are responsible for compliance with local law.
- To the maximum extent permitted by the applicable law, under no circumstances shall Yocale be liable to any third party for any claim or damages made against the Business or Provider, regardless of any notice or warning regarding any such claim or damages.
- The Business or Provider acknowledges and agrees that communicating and/or transmitting credit card information on the telephone or by internet involves certain security risks. Yocale engages third party institutions to manage payments and other financial transactions and as such, shall not be liable for any loss or damages arising from the transmission of the credit card information, including but not limited to invasion of privacy, damages, theft, and fraud or any damage resulting from the processing of payments and other financial transactions by such third parties.
- Yocale does not accept responsibility for monitoring the use of trademarks, copyrights or other property rights of the Business or Provider, Members or third parties, but may, under certain circumstances and in Yocale’s sole discretion, suspend or terminate access, edit or remove content, or take other action against those who infringe the intellectual property rights of others.
- Except for any issue related to Yocale’s intellectual property rights, all disputes arising out of or in connection with this Agreement will be referred to and finally resolved by arbitration under the rules of the British Columbia International Commercial Arbitration Centre. The appointing authority will be the British Columbia International Commercial Arbitration Centre. The case will be administered by the British Columbia International Commercial Arbitration Centre in accordance with its domestic rules by a single arbitrator. The place of arbitration will be Vancouver, British Columbia, Canada. The language of the arbitration will be English. Subject to mandatory arbitration, the Business or Provider agrees that any action at law or in equity arising out of or relating to this Agreement shall be filed only in the provincial and federal courts located in Vancouver, British Columbia and the Business or Provider hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of this Agreement or the Business or Provider’s use of the Service. To the extent permitted by law, the Business or Provider agrees that the Business or Provider will not bring a claim under this Agreement more than 18 months from when the Business or Provider’s claim arises.
- TO THE EXTENT PERMITTED BY LAW, AND SUBJECT TO THE MANDATORY ARBITRATION PROVISION, THE BUSINESS OR PROVIDER ACKNOWLEDGES, AGREES, AND UNDERSTANDS THAT, WITH RESPECT TO ANY DISPUTE WITH YOCALE, OR ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, ARISING OUT OF OR RELATING TO THIS AGREEMENT: (I) THE BUSINESS OR PROVIDER HEREBY GIVES UP THE RIGHT TO HAVE A TRIAL BY JURY; AND (II) THE BUSINESS OR PROVIDER HEREBY GIVES UP THE RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
- This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia, Canada without giving effect to principles of conflict of laws. Subject to the mandatory arbitration provisions, any action or proceeding arising from or relating to this Agreement must be brought in a court sitting in British Columbia, Canada, except for applications for injunctive relief by Yocale which Yocale may bring in any jurisdiction. The Business or Provider irrevocably submits to the jurisdiction and venue of such court in any such action or proceeding.
- The Business or Provider may not assign this Agreement, or any of its rights and obligations, without the prior written consent of Yocale. Yocale may require a proposed assignee of this Agreement to enter into a new written agreement with Yocale. Yocale may assign this Agreement to any person or entity.
- Should any provision of this Agreement be determined by a court of competent jurisdiction to be unenforceable, the remainder of this Agreement shall remain in full force and effect.
- Should either party fail to enforce the provisions of this Agreement for any length of time such failure to enforce shall not be deemed to be a waiver of the relevant provisions or a waiver of any right that the Party may have to enforce any provision.
- The relationship between the Parties is as independent contractors. Nothing in this Agreement or in the relationship shall constitute a partnership or any relationship of agency between the Parties. Nothing in this Agreement authorizes either Party to make any representations or to bind in any way the other Party to any third party. Neither Party can incur liability on behalf of the other Party.
- Circumstances beyond the control of the Party, including acts of God, fire, flood, war and civil unrest causing a delay in performance of a Party’s obligations under this Agreement shall be deemed to be force majeure and no liability shall be incurred as a result of such circumstances.
- Any notice or other communication shall be validly communicated if delivered by: i) person; ii) registered mail; ii) electronic mail; or iv) facsimile to the other Party at the address provided on the Business or Provider’s account.
14. THE YOCALE ADVERTSING NETWORK
In order to maximize the exposure of your business online and the number of appointments scheduled through the Services, Yocale may, at our sole discretion, enter into agreements with third party websites and businesses, create a profile page for your business on the Yocale website or on third party websites, optimize any current or future Internet listings for your business to take advantage of search engine marketing, lead generation or social networking opportunities, and perform any other acts we deem appropriate to increase traffic and utilize your availability to increase your appointment bookings.
The “Yocale Advertising Network” will include any and all search engine marketing, lead generation or social networking that Yocale undertakes on your behalf or to promote the Services and generate traffic to increase the number of appointments made through the Services, including but not limited to marketing and advertising effected through any of the Yocale Marketing Features.
From time to time, at its sole discretion, Yocale may make specific offers to you to participate in the Yocale Advertising Network. The terms and conditions of these offers will be available to you at the time of the offer and acceptance of the offers will be at your discretion.
15. USER RESPONSIBILITIES
You are responsible for ensuring that you can fulfill all appointments made through the Services and for communicating changes directly to your customers. You are responsible for managing availability for the online scheduling of appointments including settings for staff and services, bookable days and times for staff and services, and lead times as may be appropriate to prevent double-bookings and other events which would adversely affect your customers and their experience with the Services. You are responsible for reviewing your online appointments often and regularly. If you cannot honour any appointment made through the Services, you agree to promptly communicate such change to the relevant customers.
You are also responsible for all equipment required to access the Services, including (but not limited to):
- A properly configured computer with broadband Internet access;
- A functioning and valid email address;
- Any other equipment needed to access the Services.
When using the Services you must comply with all export, re-export and import laws and restrictions, including U.S. export laws and regulations, to which the Services are subject.
16. JOIN.ME AND GOTOMEETING INTEGRATIONS
Notices shall be deemed to be received on the same date that it is delivered unless it is a weekend or holiday, in which case it will be deemed to be received on the next business day.
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