YooDoo User Beta Agreement
Please read the following terms and conditions carefully before using the Beta Service (as defined below). The terms and conditions of this beta trial agreement ("Agreement") govern your use of the beta service unless you and Yoodoo Media Ltd ("Yoodoo") have executed separate agreements. Clicking "Sign Up", or using the Beta Service, constitutes your legally binding signature.
By submitting to this agreement you certify that: you have read and understand the terms of this agreement and you are consenting to be bound by all the terms of this agreement; all information submitted by you related to this agreement and your beta service application is accurate, complete, true and not misleading. If you do not agree with the terms of this agreement you are not authorised to use the beta service in any manner.
This agreement is made by and between Yoodoo and the person registering for the Beta Service ("You", "Your") submitted in conjunction with the agreement. Yoodoo and You are referred to individually as "Party" or collectively as "Parties".
1. Definitions and Interpretation
The following terms and expressions shall bear the following meanings
Affiliate: any corporation, company or other entity that directly or indirectly controls, is controlled by, or is under common control with, Yoodoo. For the purpose of this definition, the word "control" shall mean the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting stock of the corporation, company, or other entity.
“Beta Service” means pre-production/pre-released versions of Yoodoo, which is not yet intended for general availability or production use.
“Location” means Your business location.
“Effective Date” means the date that You agree to the terms of this Agreement or first use the beta service, whichever occurs first.
“Password” refers to a code You select, which, in combination with the User ID, gives You access to Your User Account.
“Schedule” means a schedule to this Agreement, the terms and conditions of which are incorporated into this Agreement and made a part thereof.
“Yoodoo Products” means the internet communications products provided by Yoodoo on the Yoodoo website at http://www.yoodoo.biz/.
User Account: refers to the account with a User ID and Password that You create for Your use of the Yoodoo Products.
User ID: refers to the email address which You supplied, which in combination with the Password, gives access to Your User Account.
2. Term and Scope of Agreement.
2.1 This Agreement shall commence on the Effective Date and shall continue until the completion of the trial of the beta service (as such period is decided by Yoodoo in its sole discretion), unless terminated earlier by either Party in accordance with clause 3 (“Term”).
2.2 Yoodoo hereby grants You the right to use the beta service during the Term solely for Your internal evaluation and testing at the Location. You obtain no rights other than those granted to You under this Agreement.
3. General User Restrictions and Obligations
3.1 You may not resell the beta service or any other Yoodoo Products to any third party.
3.2 You may not use the beta service except in accordance with this Agreement which You accept upon creation of a Yoodoo User Account used in conjunction with the beta service.
3.3 You agree not to use any existing Yoodoo user names or Yoodoo Accounts with the beta service. You shall create new Yoodoo user names and Yoodoo Accounts solely for use with the beta service.
3.4 You shall provide feedback to Yoodoo regarding Your use of the beta service.
3.5 You agree to the terms of the privacy policy detailed here.
4. Termination
4.1 Yoodoo may terminate this Agreement at any time without notice to You if Yoodoo decides in its sole discretion to suspend or terminate the beta trial of the beta service.
4.2 You may terminate this Agreement upon written notice to Yoodoo. Upon termination of this Agreement You shall immediately cease using the beta service.
4.3 Yoodoo may at any time, without notice and without liability to You terminate this Agreement or suspend or block Your access to the beta service if You breach the terms of this Agreement.
5. Disclaimer of Warranties and Limitation of Liability
5.1 You acknowledge and agree that:
5.1.1 The beta service is an unreleased product and is not a fully tested product and You agree to use it at Your own risk.
5.1.2 The beta service can be suspended or terminated at any time for any reason by Yoodoo in its sole discretion.
5.2 THE BETA SERVICE IS PROVIDED “AS IS” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. YOODOO, ITS LICENSORS AND AFFILIATES HEREBY DISCLAIM ALL WARRANTIES, CONDITIONS, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE BETA SERVICE WHETHER EXPRESS, IMPLIED OR STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY, NON-INFRINGEMENT, COMPATIBILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. YOODOO FURTHER DOES NOT REPRESENT OR WARRANT THAT THE BETA SERVICE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, ERROR-FREE OR FREE OF VIRUSES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM YOODOO OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.
5.3 LIMITATION OF LIABILITY: IN NO EVENT SHALL YOODOO, ITS AFFILIATES OR ITS LICENSORS BE LIABLE, HOWSOEVER CAUSED AND WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; ANY LOSS OF INCOME, BUSINESS, SALES, PROFITS (WHETHER ACTUAL OR ANTICIPATED), LOSS OF OR CORRUPTION TO DATA, INTERRUPTION OF BUSINESS, OR FOR THE USE OR PERFORMANCE OF THE BETA SERVICE.
5.4 YOODOO SHALL HAVE NO AGGREGATE LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT.
5.5 THE LIMITATIONS ON YOODOO’S LIABILITY ABOVE SHALL APPLY WHETHER OR NOT YOODOO, ITS EMPLOYEES, LICENSORS OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES ARISING.
5.6 NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR RESTRICT OR SHALL BE CONSTRUED AS EXCLUDING OR RESTRICTING THE LIABILITY OF YOODOO FOR (I) THE DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF YOODOO, ITS EMPLOYEES OR ITS AGENTS, OR (II) ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY LAW.
5.7 Indemnification: YOU AGREE TO INDEMNIFY, DEFEND AND HOLD YOODOO AND ITS AFFILIATES HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY AND COSTS, INCLUDING REASONABLE LEGAL AND LAWYERS' FEES INCURRED BY SUCH PARTIES, IN CONNECTION WITH OR ARISING OUT OF ANY BREACH BY YOU OF THE WARRANTIES, REPRESENATIONS, COVENANTS, OBLIGATIONS OR TERMS OF THIS AGREEMENT.
6. Confidential Information.
6.1 For the purposes of this Agreement, “Confidential Information” means the beta service, including any related documentation, any business or technical information of Yoodoo, and any other information that a reasonable person would recognize is confidential or proprietary to Yoodoo. You will hold the Confidential Information in strict confidence including, without limitation, taking such steps to protect and preserve the confidentiality thereof as You take to preserve and protect the confidentiality of Your own confidential information. You will use the Confidential Information only to exercise the rights expressly granted by Yoodoo to You under this Agreement. You will only disclose the Confidential Information to those who have a bond fide need-to-know, and who have executed a written confidentiality agreement with You requiring them to maintain the confidentiality of the Confidential Information. You will inform such employees and contractors of the limitations, duties and obligations regarding use, access to and nondisclosure of the Confidential Information specified in this Agreement.
6.2 Your obligations with respect to the Confidential Information do not apply to information that you can clearly establish by written evidence: (i) is or becomes publicly known through no fault of Your own; (ii) is rightfully obtained by You from a third party without obligation of confidentiality; (iii) is independently developed by You without any access to Confidential Information; (iv) is approved in writing for release by an authorized representative of Yoodoo, or (v) is required to be disclosed as a matter of law or judicial action; provided that You provide Yoodoo with prior notice of such requirement of disclosure and use all reasonable efforts to obtain a protective order.
6.3 You acknowledge and agree that Yoodoo shall be free to use any information that You provide in connection with Your use of the beta service hereunder, even if You have entered into a separate non-disclosure agreement with Yoodoo. You hereby release Yoodoo from any liability which may arise from the receipt or use of such information.
6.4 Yoodoo may, at its sole discretion, identify You (by the use of Your trademark, trade name or logo) as a user of the beta service and in other promotional materials, press releases or statements describing the beta service.
6.5 Upon request of Yoodoo or in any event promptly upon expiry or earlier termination, all Confidential Information made available hereunder, including copies thereof, shall be returned or, if directed or permitted by Yoodoo, destroyed, unless You are otherwise allowed to retain such Confidential Information, and You shall certify that You do not retain such Confidential Information.
7. Support
Yoodoo agrees to provide the following support to You during the Term: You may contact Yoodoo at the following e-mail address: hello@yoodoo.biz with regard to questions related to the beta service and Yoodoo will use commercially reasonable efforts to respond within five (5) business days of receipt of the e-mail.
8. Miscellaneous
8.1 Entire Agreement: The terms and conditions of this Agreement constitute the entire agreement between You and Yoodoo with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter. Nothing in this clause shall exclude or restrict the liability of either You or Yoodoo arising out of fraud or fraudulent misrepresentation.
8.2 Partial Invalidity: If any provision of this Agreement, or any part of a provision, is found by any court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable, and the provision (or part-provision) in question is not of a fundamental nature to this Agreement as a whole, the legality, validity or enforceability of the remainder of this Agreement (including the remainder of the term which contains the relevant provision) shall not be affected.
8.3 No waiver: The failure to exercise, or delay in exercising, a right, power or remedy provided by this Agreement or by law shall not constitute a waiver of that right, power or remedy. If Yoodoo waives a breach of any provision of this Agreement this shall not operate as a waiver of a subsequent breach of that provision, or as a waiver of a breach of any other provision.
8.4 Assignment: You are not allowed to assign this Agreement or any rights hereunder. Yoodoo is allowed at its sole discretion to assign this Agreement or any rights hereunder to any third party, without giving prior notice.
8.5 Applicable Law and Competent Court: This Agreement shall be governed by and interpreted in accordance with the laws of England and Wales and shall be subject to the exclusive jurisdiction of the courts of England, and construed in accordance with the English language.
8.6 Survival: The terms of paragraphs 5 and 6 of this Agreement, and any other provision of this Agreement which is expressed to survive or operate in the event of termination, shall survive termination of this Agreement for whatever reason.
8.7 Yoodoo reserves the right to change this Agreement at any time by publishing the revised Agreement on the Yoodoo Website or by otherwise notifying You of the revised Agreement. Your express acceptance of the revised Agreement or Your continued use of the beta service shall constitute Your acceptance to be bound by the terms and conditions of the revised Agreement. You can find the latest version of this Agreement here.
© Yoodoo – Last revised: 30th April 2010
