Welcome, and thank you for your interest in Yiip, Inc. (“Yiip”, “us”, or “we”). Yiip owns and operates a web site located at www.moduloapp.io (the “Site”) and also provides software applications and services, including the “Modulo” API and SDK (the “Platform”) (the Sites and Platform, together with any other products and services provided by Yiip, are collectively referred to as the “Modulo Service”).
Acceptance of the Terms.
The following additional policies are incorporated herein by reference. Please read them carefully. Capitalized terms used, but not defined in a particular policy may be defined elsewhere in the Terms.
Accessing the Modulo Service.
Eligibility.You must be an individual of at least 13 years old to use the Modulo Service, and have not previously been removed or suspended from the Modulo Service for any reason. By using the Modulo Service, you represent that you (i) are 13 years of age or older and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms, (ii) have not previously been removed or suspended from the Modulo Service. Further, by using the Modulo Service, you agree to abide by and comply fully with these Terms and any age restrictions on any Third Party Content (as defined below) that you may access through the Modulo Service, and you agree and acknowledge that you are accepting the benefit of the Modulo Service, subject to these Terms.
Access.Yiip grants you permission to access and use the Modulo Service as set forth in these Terms, provided that: (ii) you the User do not store, capture, reproduce, modify, publicly display, publicly perform, or distribute any part of the Modulo Service, including any materials obtained from, through, or in connection with the Modulo Service; and (ii) you do not engage in any of the prohibited uses described
Account Information & Responsibilities Of Registered Users.
Account Information.In order to use the Modulo Service, you will have to create an account. You hereby represent and warrant that the information you provide to Yiip upon registration and, at all other times, will be true, accurate, current, and complete, and that you will ensure that such information is kept accurate and up-to-date at all times.
As a registered user, you will have login information, including a username and password. Each user account is specific to the User that created an account. You may not share your account information with, or allow access to your account by, any third party. As the User will be responsible for all activity that occurs under your access credentials, you should preserve the confidentiality of your username and password, and any device that you use to access the Modulo Service. If you have any reason to believe that your account information has been compromised or that your account has been accessed by a third party, you agree to immediately notify Yiip by e-mail to firstname.lastname@example.org. The User is solely responsible for your own losses or losses incurred by Yiip and others (including other users) due to any unauthorized use of your account that occur prior to notifying Yiip that your account was compromised.
Intellectual Property Rights Notice.
The Modulo Service is owned and operated by Yiip. The content, visual interfaces, features, information, graphics, design, compilation, computer code, software, products, and all other elements of the Modulo Service provided by Yiip (“Yiip Content”) are the valuable proprietary and intellectual property of Yiip or its licensors. Certain content linked to by the Modulo Service may be owned by third parties, as described in more detail in Section 7, below. Yiip Content is protected by applicable international, federal, and state laws, rules, and regulations relating to intellectual or proprietary property, including, but not limited to, patent, copyright, trademark and trade secret laws. You agree not to reproduce, distribute, display, revise, create derivatives of, copy, publish, sell, license, or edit any such Yiip Content. Any attempt to download, print, publish or maintain the Yiip Content from the Modulo Service in violation of these Terms or any applicable license, to distribute copies of such content, information or software, including any Platform, or to otherwise exploit the Yiip Content in violation of the intellectual property or proprietary rights of others is strictly prohibited. Platform and software made available for download is subject to these Terms, and may be further subject to the provisions of any End User License Agreement specific to such download.
User Content and the Modulo Service.
The Modulo Service may currently or in the future may provide features for you and other users to submit, post, and share content such as text, profile information, avatars, images, commentary, questions, answers or any other content (“User Content”).
User Content Representations and Warranties.
You are solely responsible for your own User Content and the consequences of posting or publishing it. In connection with User Content, you affirm, represent, and warrant that: (i) you own, or have the necessary licenses, rights, consents, and permissions to use and authorize Yiip to use all patent, trademark, copyright, or other proprietary rights in and to any and all User Content to enable the use of User Content in the manner contemplated by these Terms, and to grant the rights and license set forth above, and (ii) your User Content, Yiip’ or any Yiip Licensee’s use of such User Content pursuant to these Terms, and Yiip’ or any Yiip Licensee’s exercise of the license rights set forth above, do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; (c) violate any applicable law or regulation; or (d) require obtaining a license from or paying royalties to any third party for the exercise of any rights granted in these Terms.
User Content Prohibited Uses.
In connection with your User Content, you further agree that you will not: (i) publish falsehoods or misrepresentations that could damage Yiip or any third party; (ii) use any copyrighted content owned or controlled by a third party without obtaining the necessary permissions, licenses and authorizations for the use of such third-party content; (iii) submit material that is unlawful, defamatory, libelous, slanderous, threatening, pornographic, obscene, vulgar, harassing, harmful, hateful, abusive, racially or ethnically offensive or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or any right of privacy or publicity, or is otherwise inappropriate; (iv) post advertisements or solicitations of business; (v) impersonate another person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; (vi) post User Content that would be harmful to minors in any manner; or (vii) reproduce, distribute, publicly display, publicly perform, adapt, or otherwise publish or cause to be published any User Content except as permitted by these Terms and the features of the Modulo Service.
Access and Responsibility.
Yiip cannot guarantee any anonymity or confidentiality with respect to any User Content, and recommends that you think carefully about what you submit to the Modulo Service. You understand that all User Content is the sole responsibility of the person who generated such User Content. This means that you, and not Yiip, are entirely responsible for User Content that you make available through the Modulo Service.
No Obligation to Publish.
Yiip makes no representations that it will publish or make available any User Content on the Modulo Service, and reserves the right, in its sole discretion, to reject or remove any User Content at any time with or without notice. Without limiting the generality of the preceding sentence, Yiip complies with the Digital Millennium Copyright Act, and will remove User Content upon receipt of a compliant takedown notice (see the “Digital Millennium Copyright Act”, below).
YOU UNDERSTAND THAT WHEN USING THE MODULO SERVICE, YOU WILL BE EXPOSED TO USER CONTENT FROM A VARIETY OF SOURCES, AND THAT QWIP IS NOT RESPONSIBLE FOR THE ACCURACY, INTEGRITY, QUALITY, LEGALITY, USEFULNESS, SAFETY, OR INTELLECTUAL PROPERTY RIGHTS OF OR RELATING TO SUCH USER CONTENT. YOU FURTHER UNDERSTAND AND ACKNOWLEDGE THAT YOU MAY BE EXPOSED TO USER CONTENT THAT IS INACCURATE, OFFENSIVE, INDECENT, OR OBJECTIONABLE, AND YOU AGREE TO WAIVE, AND HEREBY DO WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST QWIP WITH RESPECT THERETO. QWIP DOES NOT ENDORSE ANY USER CONTENT OR ANY OPINION, RECOMMENDATION, OR ADVICE EXPRESSED THEREIN. UNDER NO CIRCUMSTANCES WILL QWIP BE LIABLE IN ANY WAY FOR OR IN CONNECTION WITH ANY USER CONTENT.
Monitoring User Content; Removal of Content.
Yiip does not control User Content and does not have any obligation to monitor such User Content for any purpose. Yiip may choose, in its sole discretion, to monitor, review, or otherwise access some or all User Content, but by doing so Yiip nonetheless assumes no responsibility for the User Content, no obligation to modify or remove any inappropriate User Content, or to monitor, review, or otherwise access other User Content, and Yiip assumes no responsibility for the conduct of the User submitting any User Content. You acknowledge that Yiip may or may not pre-screen User Content, but that Yiip and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any User Content that is available via the Modulo Service. Without limiting the foregoing, Yiip and its designees may, at any time and without prior notice, remove any User Content that in the sole judgment of Yiip violates these Terms or is otherwise objectionable, or for any other reason, with or without notice and with no liability of any kind. You agree that you must evaluate, and bear all risks associated with the use of any User Content or other Content, including any reliance on the accuracy, completeness, usefulness or legality of such User Content. You should exercise good judgment before downloading any User Content from other Users.
Prohibited Use Of The Modulo Service.
You agree not to use the Modulo Service for any unlawful purpose or in anyway that might harm, damage, or disparage any other party. Without limiting the proceeding sentence, you agree that you will not, whether through the Sites, the Platform, your User Content (as defined in our Intellectual Property Policy, available at http://www.moduloapp.io/privacy, or otherwise, do or attempt to:
Undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Site, Platform, Yiip Content, or any other part thereof, except and solely to the extent permitted by law, or otherwise attempt to use or access any of the Modulo Service other than as intended;
Reproduce, duplicate, copy, sell, trade, resell, distribute or exploit, any part of the Modulo Service, use of the Modulo Service, access to the Modulo Service, or content obtained through the Modulo Service (including without limitation Yiip Content, User Content, and Third Party Content (as defined below)), for any purpose other than for your personal, noncommercial purposes, except and solely to the extent permitted by these Terms;
Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Modulo Service, features that prevent or restrict the use or copying of any part of the Modulo Service, or features that enforce limitations on the use of the Modulo Service or any content therein;
Bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Modulo Service;
Use any robot, spider, scraper, or other automated means of any kind to access or scrape the Modulo Service, except by bona-fide search engines periodically indexing the Modulo Service as part of a process of indexing sites and services available on the internet generally, and in such a case solely in accordance with our Robots.txt file and any other posted guidelines;
Frame or otherwise enclose any Yiip trademark or any portion of the Modulo Service in any other site or service for any purpose without our express written permission;
Transmit or upload any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious software programs;
Interfere with or disrupt the Modulo Service, networks or servers connected to the Modulo Service, or violate the regulations, policies or procedures of such networks or servers;
Use the Site in any manner whatsoever that could lead to a violation of any federal, state or local laws, rules or regulations, or the rights of any third party.
Certain functions on the Modulo Service may now or in the future have fees associated with them, including, without limitation, additional fees for access to premium content or services.
Accrual of Fees.Fees for Modulo Services accrue at the time you access a service or piece of content that has a fee associated with it. In the case of subscription or other similar periodic fees, the fee accrues on the first day of the applicable period.
Timing of Charges.You agree that we may charge your selected payment method for any fees incurred. Yiip may aggregate payments you owe, and charge your payment instrument periodically for any fees incurred during the preceding period (such periods not to exceed five (5) days). Termination of your account does not
Modification of Fees.Yiip may initiate, modify, or eliminate any applicable fees on a going forward basis at any time in our sole discretion. Yiip may choose to temporarily change or waive the fees for Yiip's services, such as for promotional events or new services, without liability to users who have already paid higher fees for the same services, and such changes are effective immediately upon posting through the Modulo Service.
Modification of the Terms.
By Yiip.Yiip, in its sole discretion and for any reason or no reason, may terminate any user or user account (or any part thereof) you may have on the Modulo Service, disable your access to the Modulo Service (or any part thereof), discontinue the Modulo Service and any related services including support (or any part thereof), or terminate any license or permission granted to you hereunder, at any time, with or without notice. You agree that Yiip shall not be liable to you or any third-party for any such termination. Without limiting the generality of the foregoing, Yiip may terminate access to the Modulo Service in cases of actual or suspected fraud, or violations of these Terms or other laws or regulations, and any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Yiip may have at law or in equity.
By You.If you are dissatisfied with the Modulo Service, then please let us know by e-mailing us at email@example.com. Your only remedy with respect to any dissatisfaction with (i) the Modulo Service, (ii) any of these Terms, (iii) any policy or practice of Yiip in operating the Modulo Service, or (iv) any content or information transmitted or made available through the Modulo Service, is to terminate your use of the Modulo Service. You may terminate your use by closing your account and discontinuing your use of any and all parts of the Modulo Service, or by providing Yiip with notice of termination at firstname.lastname@example.org.
Survival.Upon termination of these Terms, any provision or policy which, by its nature or express terms should survive, will survive such termination or expiration.
If you access or download certain Platform, content, information or software through the Modulo Service, it may contain confidential information of Yiip. You agree to keep Yiip’s information confidential by exercising the necessary care required to prevent its disclosure. You may not disclose, divulge, distribute, publish, transmit or transfer Yiip’s confidential information to any third party or use Yiip’s information for any purpose whatsoever other than as expressly authorized by these Terms. Your obligations with respect to Yiip’s confidential information, whether or not deemed trade secret under applicable law, remain in effect until such time as the particular information becomes publicly known through no action by you.
You agree to indemnify and hold harmless Yiip and its parent, subsidiaries, affiliates or any related companies, licensors and suppliers, and their respective directors, officers, employees, agents, representatives, and contractors, and other Yiip users who use any User Content You upload to the Sites or other users, from all damages, injuries, liabilities, costs, fees and expenses (including, but not limited to, legal and accounting fees) arising from or in any way related to (i) your use or misuse of the Modulo Service (including your use or misuse of Third Party Content); (ii) your User Content; (iii) your breach or other violation of these Terms including any representations, warranties and covenants herein; (iv) your violation of the rights of any other person or entity, including, but not limited to claims that any User Content infringes or violates any third party intellectual property rights. Yiip reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You may not settle any matter without the prior written consent from Yiip. Yiip will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
THE MODULO SERVICE (INCLUDING, WITHOUT LIMITATION, THE SITE, THE PLATFORM, QWIP CONTENT, OR ANY OTHER SERVICE OR INFORMATION PROVIDED BY QWIP), USER CONTENT, THIRD-PARTY CONTENT, AND ANY OTHER SOFTWARE, SERVICES OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE MODULO SERVICE, ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE”, “WITH ALL FAULTS” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, QWIP AND ITS AFFILIATES, PARTNERS, LICENSORS, AND SUPPLIERS HEREBY DISCLAIM ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. QWIP AND ITS AFFILIATES, PARTNERS, LICENSORS, AND SUPPLIERS DO NOT WARRANT THAT THE MODULO SERVICE OR ANY PART THEREOF, INCLUDING, BUT NOT LIMITED TO, ANY PLATFORM AND USER CONTENT, WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, SOFTWARE, CONTENT, OR DATA THROUGH THE MODULO SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM, MOBILE PHONE, OR ANY OTHER DEVICE OR PERIPHERAL USED IN CONNECTION WITH THE MODULO SERVICE) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA. YOU UNDERSTAND AND AGREE THAT USE OF THE PLATFORM, INCLUDING OVERUSE, IMPROPER USE, USE WHILE DRIVING OR OPERATING OTHER MACHINERY OR ENGAGING IN OTHER ACTIVITIES, OR FAILURE TO BE AWARE OF YOUR SURROUNDINGS WHILE USING THE PLATFORM, COULD RESULT IN HARM OR INJURY TO YOURSELF OR OTHERS AND DAMAGE TO YOUR DEVICE, OR TO OTHER PROPERTY, AND YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ANY SUCH HARM, INJURY, OR DAMAGE.
Limitation of Liability.
IN NO EVENT WILL QWIP OR ITS OFFICERS, DIRECTORS, LICENSORS OR SUPPLIERS BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR ACCESS OF OR INABILITY TO USE OR ACCESS THE MODULO SERVICE OR ITS CONTENT, INCLUDING USER OR THIRD PARTY CONTENT, OR ANY OTHER LINKED WEB SITE, APPLICATION, OR OTHER SERVICE, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, OR OTHERWISE, WHETHER BASED IN TORT, CONTRACT OR OTHER LEGAL THEORY, EVEN IF QWIP OR ITS LICENSORS OR SUPPLIERS IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL QWIP OR ITS LICENSORS OR SUPPLIERS BE LIABLE IN THE AGGREGATE FOR ANY DAMAGES INCURRED BY WHICH EXCEED THE GREATER OF THE AMOUNT OF (A) ONE HUNDRED DOLLARS OR (B) THE AMOUNT OF FEES YOU HAVE PAID QWIP IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY.
Limitations; Basis of the Bargain.
APPLICABLE LAW MAY NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, YOU AGREE THAT BECAUSE SUCH WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND QWIP, AND ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND QWIP, QWIP’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU UNDERSTAND AND AGREE THAT QWIP WOULD NOT BE ABLE TO OFFER THE MODULO SERVICE TO YOU ON AN ECONOMICALLY FEASIBLE BASIS WITHOUT THESE LIMITATIONS.
We are committed to providing you a means of resolving disputes that arise between you and Yiip quickly and cost effectively. Accordingly, you and Yiip agree that we will resolve any claim or dispute that arises out of this Agreement or in connection with your use of the Modulo Service (a "Claim") in accordance with one of the subsections below. As in many circumstances we are able to resolve disputes with users amicably, we strongly encourage you to first contact us directly to seek a resolution before escalating to one of the options below. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.
Law and Forum for Disputes.This Agreement shall be governed in all respects by the laws of the State of California as they apply to agreements entered into and to be performed entirely within California between California residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against Yiip must be resolved exclusively by a state or federal court located in the Northern District of California, except as described in the Arbitration Option paragraph below. You agree to submit to the personal jurisdiction of the courts located within Northern District of California for the purpose of litigating all Claims that arise between you and Yiip.
Arbitration Option.For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Improperly Filed Claims.All claims you bring against Yiip must be resolved in accordance with this Section. All claims filed or brought contrary to the procedures set forth in this Section shall be considered improperly filed. Should you file a claim contrary to the Resolution of Disputes Section, Yiip may recover attorneys' fees and costs up to $1000, provided that Yiip has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
Yiip may provide you with notices by electronic mail or postings on the Modulo Service. You may provide Yiip with notices by United States Registered Mail sent to Yiip, Inc., 153 Townsend St., #9089, San Francisco, California 94107. If notice is provided by electronic mail, notice will be deemed given twenty-four hours after electronic mail is sent, unless Yiip is notified that the electronic mail address is invalid. If notice is provided by posting through the Modulo Service, then notice will be deemed given upon such posting. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the Modulo Service. In such case, notice will be deemed given three days after the date of mailing.
This is the entire agreement between you and Yiip relating to the subject matter herein, and supersedes all previous communications, representations, understandings and agreements, either oral or written, between you and Yiip with respect to said subject matter. These Terms shall not be modified or waived except in a writing signed by both parties, or by a change to these Terms as provided in the Section 18 (“Modification of the Terms”), above. In the event any of the provisions of these Terms are held unenforceable or invalid by a court of competent jurisdiction, such provisions shall be deemed severed, and the remaining provisions thereof shall remain in full force and effect. The failure of Yiip to enforce, in any one or more instances, any of the provisions herein shall not be construed as a waiver of the prior or future performance of any such terms or conditions. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Yiip as a result of these Terms or use of the Modulo Service. You further acknowledge that by submitting User Content, no confidential, fiduciary, contractually implied, or other relationship is created between you and Yiip other than pursuant to these Terms. The Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Yiip without restriction, including by operation of law, merger, or sale of all or substantially all of the assets to which this agreement pertains. Any assignment attempted to be made in violation of these Terms shall be void. The headings and captions in this Agreement are used for convenience only and are not to be considered in interpreting this Agreement.
The services hereunder are offered by:Yiip, Inc.
44 Tehama St.
San Francisco, California 94105
If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your electronic mail address and a request for this information.