YOVO — TERMS OF SERVICE
Welcome to Yovo (the “Platform”). The Platform is provided and controlled by Totality Corp. Pte. Ltd.,a company registered in Singapore (“Totality Corp.”, “we” or“us”). For the purpose of these Terms of Service (the “Terms”), “you” and “your(s)” refers to you as the user of our services. The Terms form a legally binding agreement between you and us, kindly read them carefully.
BY INSTALLING OR OTHERWISE ACCESSING OR USING OUR SERVICES, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE OUR SERVICES.
GENERAL TERMS — ALL USERS
1. YOUR RELATIONSHIP WITH US
You are reading the Terms of Service which govern the relationship and serve as an agreement between you and us for your access to and use of our website, services, applications, products and content (that include but are not limited to the Platform) (collectively, the “Services”). The Services are provided or controlled by Totality Corp. Pte. Ltd., a company registered in Singapore.
2. ACCEPTING THE TERMS
You confirm that by accessing or using our Services, you agree that you have read, understood and agree to be bound by the Terms. If you do not agree to the Terms, you must not access or use our Services.
In case you are accessing or using our Services on behalf of a business or entity then:
i. “you” and “your” includes you and that business or entity;
ii. you represent and warrant that you are an authorized representative of the business or entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the business or entity’s behalf; and
iii. your business or entity is legally and financially responsible for your access to and use of the Services as well as for the use of your account by others affiliated with your entity, including any employees, agents or contractors.
3. CHANGES TO THE TERMS
The Terms are amended by us from time to time, such as to update the functionality of our Services. We will use commercially reasonable efforts to give a general notification to all users of any material changes to these Terms; however, you should look at the Terms regularly to check for such changes.
We will also change the “Last Updated” date at the top of these Terms, which reflects the effective date of such changes to the Terms. Your continued access or use of the Services after the date of the new Terms constitutes your acceptance of the new Terms. If you do not agree to the new Terms, you must stop accessing or using the Services.
4. USER ACCOUNT
In order to access and enjoy the full benefits of our Services, you must download the App, Yovo and register an account with us (“User Account”). You will provide true, accurate, current, and complete information as requested by us. You will update the information about yourself promptly, and as necessary, to keep it current and accurate.
You are responsible for the security of your Account, and are fully responsible for all activities that occur through the use of your credentials. You must notify us immediately at ….if you suspect or know of any unauthorized use of your log-in credentials or any other breach of security with respect to your Account. We will not be liable for any loss or damage arising from unauthorized use of your credentials prior to you notifying us of such unauthorized use or loss of your credentials.
5. OUR SERVICES: ACCESS AND USE
Your access to and use of the Services is subject to these Terms and all applicable laws and regulations. As provided in greater detail in these Terms (and without limiting the express language of these Terms), you acknowledge that
i. For the Purpose of Access:
· the Services are only licensed to you and you may use the Services only as set forth in these Terms,
· the Yovo App is provided “as is” without warranties of any kind and our liability to you is limited.
· You are fully able and legally competent to agree to these Terms or are authorized to use the Services by your parent or legal guardian;
· You must not impersonate any person or entity, or falsely state or otherwise misrepresent you or your affiliation with any person or entity, including giving the impression that any content you upload, post, transmit, distribute or otherwise make available emanates from the Services;
· You must not use or attempt to use another user’s account, service or system without authorisation from us, or create a false identity on the Services.
ii. For the Purpose of Use:
You agree that you will not
· use the Services in a manner that may create a conflict of interest or undermine the purposes of the Services, such as trading reviews with other users or writing or soliciting fake reviews;
· intimidate or harass another, or promote sexually explicit material, violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
· make unauthorised copies, modify, adapt, translate, reverse engineer, disassemble, decompile or create any derivative works of the Services or any content included therein, including any files, tables or documentation (or any portion thereof) or determine or attempt to determine any source code, algorithms, methods or techniques embodied by the Services or any derivative works thereof;
· distribute, license, transfer, or sell, in whole or in part, any of the Services or any derivative works thereof and/or market, rent or lease the Services for a fee or charge, or use the Services to advertise or perform any commercial solicitation;
· use the Services, without our express written consent, for any commercial or unauthorized purpose, including communicating or facilitating any commercial advertisement or solicitation or spamming;
· interfere with or attempt to interfere with the proper working of the Services, disrupt our website or any networks connected to the Services, or bypass any measures we may use to prevent or restrict access to the Services;
· attempt to decipher, decompile, disassemble or reverse engineer any of the software or source code comprising or making up the Services and/or alter, deface, mutilate, or otherwise bypass any approved software through which the Services are made available;
· access, tamper with, or use non-public areas of the Services, our computer systems and infrastructure, or the technical delivery systems of our providers;
· solicit, or attempt to solicit, personal information from other users of the Services and/or restrict, discourage, or inhibit any person from using the Services, disclose personal information about a third person through the Services or obtained from the Services without the consent of that person, or collect information about users of the Services;
· post any virus, worm, spyware, or any other computer code, file, or program that may or is intended to disable, overburden, impair, damage, or hijack the operation of any hardware, software, or telecommunications equipment, or any other aspect of the Services or communications equipment and computers connected to the Services;
iii. For the Purpose of Uploading/Posting:
You agree that you will not:
· use any trademarks, service marks, design marks, logos, photographs, or other content belonging to us, obtained from the Services or the privacy rights of any other person;
· delete or alter any material we or any other person or entity posts through the Services;
· provide any answers, responses, comments, opinions, analysis or recommendations that you are not properly licensed or otherwise qualified to provide;
Additionally, you agree that you will not upload/post the following:
· any material which is defamatory of any person, obscene, offensive, pornographic, hateful or inflammatory;
· any material that would constitute, encourage or provide instructions for a criminal offence, dangerous activities or self-harm;
· any material that is deliberately designed to provoke or antagonise people, especially trolling and bullying, or is intended to harass, harm, hurt, scare, distress, embarrass or upset people;
· any material that contains a threat of any kind, including threats of physical violence;
· any material that is racist or discriminatory, including discrimination on the basis of someone’s race, religion, age, gender, disability or sexuality;
· any material that in our sole judgment is objectionable or which restricts or inhibits any other person from using the Services, or which may expose us, the Services or its users to any harm or liability of any type.
In addition to the above, your access to and use of the Services must, at all times, be compliant with the Yovo Content Policy.
We do not pre-screen any Content uploaded/posted by you or other users (“User Content”), but we reserve the right to remove or delete any User Content in our sole discretion. Further, we have the right in our sole discretion to remove or delete any of the following User Content:
a. User Content that we consider violates these Terms, applicable law or otherwise constitutes Objectionable Content; or
b. In response to complaints from other Users or licensors of any Yovo Content, with or without notice and without any liability to you. As a result, we recommend that you save copies of any User Content that you Post to the Service on your personal device(s) in the event that you want to ensure that you have access to copies such User Content.
We do not guarantee the accuracy, integrity, appropriateness or quality of any User Content, and under no circumstances will we be liable in any way for any User Content.
6. INTELLECTUAL PROPERTY RIGHTS
Subject to your complete and ongoing compliance with these Terms, we hereby grant you a revocable, non-exclusive, non-transferable, non-sub licensable, royalty-free and worldwide right and license to access and use the Services solely for your personal, non-commercial use and solely in strict compliance with the provisions of these Terms.
NO RIGHTS ARE LICENSED WITH RESPECT TO SOUND RECORDINGS AND THE MUSICAL WORKS EMBODIED THEREIN THAT ARE MADE AVAILABLE FROM ANY CONTENT PROVIDED IN OUR LIBRARY.
ii. User-Sourced Sound Recordings and Musical Works
Nothing in these Terms grants you a license to reproduce, distribute, publicly perform, communicate to the public, synchronize or otherwise use and exploit any sound recordings or musical works obtained by you from any source other than our library. You are solely responsible for clearing the rights to any sound recordings and musical works you source directly.
iii. Limitations on Use and Modification
Nothing in these Terms authorizes you to
a. use any aspect of any musical work or sound recording in a manner that is not expressly permitted by these Terms;
b. modify, change, or adapt the lyrics or fundamental character of any musical work or sound recording;
c. to use the story of any Composition; or
d. to criticize the copyright owner of any musical work or sound recording, the authors, composers or lyricists of any musical work, or the featured or non-featured recording artists of any sound recording.
Any violation of the preceding sentence will be deemed copyright infringement absent any defense(s) available under applicable law. Accordingly, and for the avoidance of doubt, you are solely responsible for obtaining any necessary rights, clearances, permissions or authorizations to modify, change or adopt any third party content.
Except for User Content, the content that we provide to Users on or through the Services, including, without limitation, any SR Samples, text, graphics, photos, software, and interactive features, is protected by copyright or other intellectual property rights and owned by us or our third party licensors (collectively, the “Yovo Content”).
Moreover, we solely own all design rights, databases and compilation and other intellectual property rights in and to the Services, in each case whether registered or unregistered, and any related goodwill.
Our trademarks, service marks, and logos (the “Yovo Trademarks”)used and displayed on the Services are our registered and unregistered trademarks or service marks. Other product and service names located on the Services may be trademarks or service marks owned by third parties (the “Third-Party Trademarks,”and, collectively with the Yovo Trademarks, the “Trademarks”).
Except as otherwise permitted by law, you may not use the Trademarks to disparage us or the applicable third-party, our products or services or that of a third party, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. You may not use any Trademarks as part of a link to or from any Service(s) without our prior express written consent. All goodwill generated from the use of any of our Trademark(s) will enure solely for our benefit.
We hereby reserve all rights not expressly granted to you in this Section (Section 6). Accordingly, nothing these Terms or on the Services will be construed as granting to you, by implication, estoppel, or otherwise, any additional license rights in and to the Services or any Yovo Content or Trademarks located or displayed therein.
i. Our Content
As between you and Totality Corp., all content, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music on and “look and feel” of the Services, and all intellectual property rights related thereto (“Our Content”), are either owned or licensed by Totality Corp., it being understood that you or your licensors will own any User Content you upload or transmit through the Services.
Use of Our Content or materials on the Services for any purpose not expressly permitted by these Terms is strictly prohibited. Such content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed or otherwise exploited for any purpose whatsoever without our or, where applicable, our licensors’ prior written consent. We and our licensors reserve all rights not expressly granted in and to their content.
You acknowledge and agree that we may generate revenues, increase goodwill or otherwise increase our value from your use of the Services, including, by way of example and not limitation, through the sale of advertising, sponsorships, promotions and usage data, and except as specifically permitted by us in these Terms or in another agreement you enter into with us, you will have no right to share in any such revenue, goodwill or value whatsoever.
You further acknowledge that, except as specifically permitted by us in these Terms or in another agreement you enter into with us, you (i) have no right to receive any income or other consideration from any User Content or your use of any musical works, sound recordings or audiovisual clips made available to you on or through the Services, including in any User Content created by you, and (ii) are prohibited from exercising any rights to monetize or obtain consideration from any User Content within the Services or on any third party services.
You acknowledge and agree that when you view content provided by others on the Services, you are doing so at your own risk. The content on our Services is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our Services.
Subject to these Terms, you are hereby granted a non-exclusive, limited, non-transferable, non-sublicensable, revocable, worldwide license to access and use the Services, including to download the Platform on a permitted device, and to access the Yovo Content solely for your personal, non-commercial use through your use of the Services and solely in compliance with these Terms. Totality Corp. reserves all rights not expressly granted herein in the Services and the Yovo Content. You acknowledge and agree that we may terminate this license at any time for any reason or no reason.
NO RIGHTS ARE LICENSED WITH RESPECT TO SOUND RECORDINGS AND THE MUSICAL WORKS EMBODIED THEREIN THAT ARE MADE AVAILABLE FROM OR THROUGH THE SERVICES.
We make no representations, warranties or guarantees, whether express or implied that any Yovo Content (including User Content) is accurate, complete or up to date. Where our Services contain links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. You acknowledge that we have no obligation to pre-screen, monitor, review, or edit any content posted by you and other users on the Services (including User Content).
ii. User Generated Content
“User Content” means any content that Users upload, post or transmit (collectively, “Post”)to or through the Services including, without limitation, any text, photographs, User Videos or sound recordings and the musical works embodied therein and any other works subject to protection under the laws of India or any other jurisdiction, including, but not limited to, patent, trademark, trade secret, and copyright laws, and excludes any and all Yovo Content.
Screening User Content
We offer Users the ability to submit User Content to the Services. We do not pre-screen any User Content, but reserve the right to remove or delete any User Content in our sole discretion. In addition, we have the right, but not the obligation, in our sole discretion to remove or delete any User Content:
(i) that we consider to violate these Terms, applicable law or otherwise constitute Objectionable Content; or
(ii) in response to complaints from other Users or licensors of any Yovo Content, with or without notice and without any liability to you. As a result, we recommend that you save copies of any User Content that you Post to the Services on your personal device(s) in the event that you want to ensure that you have access to copies such User Content.
We do not guarantee the accuracy, integrity, appropriateness or quality of any User Content, and under no circumstances will we be liable in any way for any User Content.
Intellectual Property Rights
Subject to any third party rights in any pre-existing content included within your User Content, including Yovo Content, you retain ownership of any rights you may have in your User Content and submitting your User Content to the Services does not transfer ownership of your rights. Notwithstanding the foregoing, you acknowledge and agree that no user image/video will be considered to be a separate copyrightable work and all rights in each user image/video will remain with the owners of the content used to create such user video.
Licenses to User Content
You hereby grant us an unrestricted, assignable, sub-licensable, revocable, royalty-free license across the world to reproduce, distribute, publicly display, communicate to the public, publicly perform, make available, create derivative works from, retransmit from External Sites, and otherwise exploit and use (collectively, “Use”)all User Content you Post to or through the Services by any means and through any media and formats now known or hereafter developed, for the purposes of
(i) advertising, marketing, and promoting Yovo and the Services;
(ii) displaying and sharing your User Content to other Users of the Service; and
(iii) providing the Service as authorized by these Terms.
You further grant us a royalty-free license to use your user name, image, and likeness to identify you as the source of any of your User Content. You must not post any User Content on or through the Services or transmit to us any User Content that you consider to be confidential or proprietary. Any User Content posted by you to or through the Services or transmitted to us will be considered non-confidential and non-proprietary, and treated as such by us; the same may be used by us in accordance with these Terms without notice to you and without any liability to us.
For the avoidance of doubt, the rights granted in the preceding sentences of this Section include, but are not limited to, the right to reproduce sound recordings (and make mechanical reproductions of the musical works embodied in such sound recordings), and publicly perform and communicate to the public sound recordings (and the musical works embodied therein), all on a royalty-free basis. Simply stated, you are granting Company the right to Use your User Content without the obligation to pay royalties to any third party, including, but not limited to, a sound recording copyright owner, a musical work copyright owner, a performing rights organization, and any unions or guilds, and engineers, producers or other royalty participants involved in the creation of User Content.
You Must Have Rights to the Content You Post
You must not Post any User Content to the Services if you are not the copyright owner of or are not fully authorized to grant rights in all of the elements of the User Content you intend to Post to the Service. In addition, if you only own the rights in and to a sound recording, but not to the underlying musical works embodied in such sound recordings, then you must not Post such sound recordings to the Services unless you have all necessary rights, authorizations, and permissions with respect to such embedded musical works that grant you sufficient rights to grant the licenses to Company under these Terms.
You represent and warrant that:
(i) you own the User Content Posted by you on or through the Services or otherwise have the right to grant the license set forth in these Terms;
(ii) the Posting and Use of your User Content on or through the Services does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person, including, but not limited to, the rights of any person visible in any of your User Content;
(iii) the Posting of your User Content on the Services will not require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and
(iv) the Posting of your User Content on the Services does not result in a breach of contract between you and a third party. You agree to pay all monies owing to any person as a result of Posting your User Content on the Service.
Waiver of Rights
By Posting User Content to or through the Service, you waive any rights to prior inspection or approval of any marketing or promotional materials related to such User Content. You also waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with your User Content, or any portion thereof. To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral rights, or to support, maintain or permit any action based on any moral rights that you may have in or with respect to any User Content you Post to or through the Services.
You are not permitted to and agree not to Post any User Content to the Service that is or could be interpreted to be
· abusive, bullying, defamatory, harassing, harmful, hateful, inaccurate, infringing, libellous, objectionable, obscene, offensive, pornographic, shocking, threatening, unlawful, violent, or vulgar;
· promoting any product, good or service, or bigotry, discrimination, hatred, racism, or inciting violence, or
· any Content that we may determine in our sole discretion (collectively, “Objectionable Content”).
The Posting of any Objectionable Content may subject you to third party claims and none of the rights granted to you in these Terms may be raised as a defense against any third party claims arising from your Posting of Objectionable Content. You also agree not to use the Services for illegal or unlawful purposes, including, without limitation, to stalk any other User. If you encounter any Objectionable Content on the Services, then kindly contact us at ….or inform us through the functionality offered on the Services.
You acknowledge and agree that we provide you the right to report Objectionable Content as a courtesy, and we have no obligation to remove or take any other action with respect to any Objectionable Content on the Services that you report to us. We may terminate, suspend, warn or take other appropriate actions against Users for Posting Objectionable Content to the Services, including, but not limited to, the removal of all content uploaded to the Services by a User.
For the avoidance of doubt, we will not be liable for any unauthorized use of User Content by any User.
You agree to defend, indemnify, and hold harmless Totality Corp., its parents, subsidiaries, and affiliates, and each of its respective officers, directors, employees, agents and advisors from any and all claims, liabilities, costs, and expenses, including, but not limited to, attorneys’ fees and expenses, arising out of a breach by you or any user of your account of these Terms or arising out of a breach of your obligations, representation and warranties under these Terms.
9. EXCLUSION OF WARRANTIES
Nothing in these terms shall affect any statutory rights that you cannot contractually agree to alter or waive and are legally always entitled to as a consumer. The Services are provided “as is” and we make no warranty or representation to you with respect to them. In particular we do not represent or warrant to you that:
· Your use of the Services will meet your requirements;
· Your use of the Services will be uninterrupted, timely, secure or free from error;
· Any information obtained by you as a result of your use of the Services will be accurate or reliable; and
· Defects in the operation or functionality of any software provided to you as part of the Services will be corrected.
No conditions, warranties or other terms, which includes any implied terms as to satisfactory quality, fitness for purpose or conformance with description apply to the Services except to the extent that they are expressly set out in the terms. We may change, suspend, withdraw or restrict the availability of all or any part of our Platform or Services for business and operational reasons at any time without notice.
10. LIMITATION OF LIABILITY
Nothing in these Terms shall exclude or limit our liability for losses which may not be lawfully excluded or limited by applicable law; this includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
Subject to the paragraph above, we shall not be liable to you for:
i. any loss of profit incurred directly or indirectly;
ii. any loss of goodwill;
iii. any loss of opportunity;
iv. any loss of data suffered by you; or
v. any indirect or consequential losses which may be incurred by you;
vi. any loss or damage which may be incurred by you as a result of:
· any reliance placed by you on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between you and any advertiser or sponsor whose advertising appears on the Services;
· any changes which we may make to the Services, or for any permanent or temporary cessation in the provision of the Services (or any features within the Services);
· the deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through your use of the Services;
· your failure to provide us with accurate account information; or
· your failure to keep your password or account details secure and confidential.
Kindly note that, we provide our Platform only for the purpose of domestic and private use, therefore, you agree not to use our Platform for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, loss of goodwill or business reputation, business interruption, or loss of business opportunity.
In case, any defective digital content that we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us. You are responsible for any mobile charges that may apply to your use of our Services, including text-messaging and data charges. If you’re unsure what those charges may be, you should ask your service provider before using the Services.
These limitations on our liability to you shall apply whether or not we have been advised of or should have been aware of the possibility of any such losses arising.
To the fullest extent permitted by law, any dispute you have with any third party arising out of your use of the Services, including, by way of example and not limitation, any carrier, copyright owner or other user, is directly between you and such third party, and you irrevocably release us and our affiliates from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
11. OTHER TERMS
i. Applicable Law
These Terms, their subject matter and their formation are governed by the laws of India. In the event of any dispute arising out of or in connection with these Terms, including any questions regarding the existence, validity or termination of these Terms, the same shall be referred to ….And finally resolved by ….in accordance with the ….
ii. Governing Jurisdiction
If you access or use the Services from an area falling under the jurisdiction of other laws, you also hereby agree to the similar terms applicable to users in each such jurisdiction. In the event of a conflict between the provisions of laws that are relevant to your jurisdiction from which you access or use the Services and the laws governing our Terms, the relevant jurisdictions’ Jurisdiction-Specific Terms will supersede and control. If you do not agree to these Terms, you must not access or use our Services.
iii. Entire Agreement
These Terms constitute the entire or whole legally binding agreement between you and Totality Corp. and govern your use of the Services. This completely replaces any prior agreements between you and Totality Corp. in relation to the Services.
iv. Age Limit
v. No Waiver
Our failure to insist upon or enforce any provision of these Terms shall not be construed as a waiver of any provision or right.
We do not guarantee that our Services will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform to access our Services. You should use your own virus protection software.
If any court of law, having jurisdiction to decide on this matter, rules any provision(s) of these Terms as invalid, then that provision will be removed from the Terms without affecting the rest of the Terms, and the remaining provisions of the Terms will continue to be valid and enforceable.
viii. Queries and Feedback
For the purpose of any queries and feedback, get in touch with us at ….