END USER AGREEMENT
This End User Agreement ("Agreement") is a legal agreement between you ("End Customer") and Yin Yang Inc. ("Yin Yang") for the use of Truto ("Service"). By accessing or using the Service, you agree to be bound by the terms and conditions of this Agreement. If you do not agree to the terms and conditions of this Agreement, you may not access or use the Service.
SERVICE USE
Yin Yang grants End Customer a limited, non-exclusive, non-transferable, and revocable right to access and use the Service for its intended purposes. End Customer may not sublicense, rent, lease, or permit any third party to use the Service.
PROHIBITED USE OF THE SERVICE
End Customer is strictly prohibited from engaging in any of the following activities while accessing or using the Service:
a. End Customer may not use the Service for benchmarking or monitoring its availability, security, performance, or functionality, or for any other competitive purposes without Yin Yang's express written consent.
b. End Customer may not create derivative works, reverse engineer, attempt to gain access to the source code of, or copy the Service, or any of its components.
c. End Customer may not circumvent or disable any security or other technological features or measures of the Service, or use the Service in a manner that Yin Yang reasonably believes poses a threat to the security of its computer systems.
d. End Customer may not use the Service to conduct any fraudulent, malicious, or illegal activities, including but not limited to hacking, phishing, spamming, or engaging in any activity that violates applicable laws or regulations.
END CUSTOMER OBLIGATIONS
End Customer must comply with all applicable laws and regulations while using the Service, including the procurement and maintenance of any necessary licenses and permits.
INTELLECTUAL PROPERTY
The Service, its contents, and Yin Yang's trademarks are Yin Yang's exclusive intellectual property. End Customer may not modify, create derivative works, decompile, reverse engineer, attempt to gain access to the source code, or copy the Service or any of its components. Any feedback or suggestions provided by End Customer may be implemented by Yin Yang without any obligation to End Customer.
UPDATES
Yin Yang may update the Service with new features, bug fixes, or other improvements at any time without notice.
SUPPORT
End Customer may contact [email protected] with any questions or concerns regarding this Agreement.
DATA PROCESSING
Yin Yang processes data in accordance with the terms mentioned in the Data Processing Agreement ("DPA") .
TERMINATION
Either party may terminate this Agreement at any time, with or without cause, by providing written notice to the other party. In the event of termination, End Customer must immediately cease all use of the Service and delete or destroy all copies of any documentation or other materials related to the Service in its possession or control. Yin Yang may terminate this Agreement immediately and without notice, if End Customer breaches any term of this Agreement, including but not limited to engaging in any Prohibited Use.
End Customer may also terminate this Agreement by providing written notice to Yin Yang at least thirty (30) days before the effective date of termination. In such event, End Customer must immediately cease all use of the Service and delete or destroy all copies of any documentation or other materials related to the Service in its possession or control.
However, End Customer remains liable for any fees or charges incurred up until the effective date of termination.
TERM AND RENEWAL
This Agreement will be effective upon End Customer's acceptance of these terms and will remain in effect until terminated by either party. This Agreement will automatically renew for additional periods equal to the initial term unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. End Customer's continued use of the Service following any renewal will constitute its acceptance of the then-current terms of this Agreement.
DISCLAIMER OF WARRANTIES
The Service is provided "as is" without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose, and non-infringement. Yin Yang does not warrant that the Service will meet End Customer's requirements or that the operation of the Service will be uninterrupted or error-free.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO ANY PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST SALES, LOST GOODWILL, LOSS OF USE OR LOST CONTENT, IMPACT ON BUSINESS, BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, BREACH OF STATUTORY DUTY, NEGLIGENCE OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE LIABILITY AND THAT OF OUR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, RELATING TO THE SERVICE(S), WILL BE LIMITED TO AN AMOUNT EQUAL TO TWELVE MONTHS OF THE SUBSCRIPTION CHARGES PAID BY YOU FOR THE SERVICE(S) BEFORE THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.
IN JURISDICTIONS WHICH DO NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY, WE DISCLAIM ALL LIABILITIES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WITH RESPECT TO THE SERVICES OFFERED DURING THE TRIAL PERIOD.
GOVERNING LAW
This Agreement shall be governed by and interpreted in accordance with the laws of the state of Delaware, without giving effect to its conflict of law provisions.
ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between Yin Yang and the End Customer regarding the use of the Service and supersedes all prior or contemporaneous agreements or understandings, whether written or oral, regarding such use.
AMENDMENTS
Yin Yang may amend this Agreement at any time by posting the amended terms on its website or by notifying End Customer via email. The End Customer's continued use of the Service after such posting or notification constitutes End Customer's acceptance of the amended terms.
SEVERABILITY
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
INDEMNIFICATION
By Yin Yang Inc.: Yin Yang shall indemnify, defend, and hold harmless the End Customer from and against any losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with any claim, suit, action, or proceeding brought by a third party to the extent that such claim, suit, action, or proceeding arises from (i) a breach by Yin Yang of any warranty or representation in this Agreement, or (ii) any third-party claim that the Service infringes or misappropriates any intellectual property right of a third party.
However, Yin Yang shall have no obligation to indemnify, defend, or hold harmless the End Customer for any losses, damages, liabilities, costs, and expenses arising from or in connection with the End Customer's Prohibited Use of the Service.
By End Customer: End Customer agrees to indemnify, defend, and hold harmless Yin Yang, its affiliates, directors, officers, employees, agents, successors, and assigns from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to End Customer's use of the Service, any breach of this Agreement, or any violation of any applicable law or regulation.
Yin Yang shall promptly notify End Customer of any such claim or demand and shall cooperate with End Customer, at End Customer's expense, in the defence of any such claim or demand.
WAIVER
The failure of Yin Yang to enforce any right or provision of this Agreement shall not be deemed a waiver of such right or provision.
ASSIGNMENT
End Customer may not assign or transfer this Agreement or any rights or obligations hereunder, whether by operation of law or otherwise, without Yin Yang's prior written consent. Yin Yang may assign this Agreement or any rights or obligations hereunder without End Customer's consent.
POLICIES RELATED TO THIRD PARTY APIs
Truto's use and transfer to any other app of information received from Google APIs will adhere to Google API Services User Data Policy, including the Limited Use requirements.
By using the Service, End Customer acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and conditions.
