Yapphi Terms of Service
This is an agreement between you and Yapphi Limited ("Yapphi" or "we" or "us" as the context may require). The terms stated herein are meant to govern your access and use of the Yapphi software and/or services as described on www.yapphi.com (“Website”) and the Yapphi mobile App (“App”) (referred to collectively as the "Services").
Yapphi may have subsidiaries and affiliated legal entities around the world providing the Services to you on behalf of Yapphi. You acknowledge and agree that the Subsidiaries and Affiliates of Yapphi shall be authorised to provide the Services to you as per the terms of the Agreement stated herein.
Yapphi has created the Website/App to provide to its Members/Registered Users, the Services that seamlessly integrate fitness into their lifestyles. While our mission is to empower our Members/Registered users with vital physiological data, we are not a medical organization and the information provided by the App and/or other services provided by us should not be construed to be a substitute for medical advice. In the event of a medical emergency you must contact a healthcare provider immediately.
You may be required to create a Yapphi Account to access or use a Service, App, and/or User Contributed Data, or for managing your User Data and/or User Contributed Data.
By creating an Account, you agree that Yapphi may communicate with you by electronic means and that certain information about your use of Services and Apps, User Data, and/or User Contributed Data may be shared with us.
Yapphi reserves the right to withdraw or amend the Service or any features within the Services, that are provided on our Website/App by notifying the same on our Website/App from time to time without prior notice to you. We will not be liable, if for any reason whatsoever our Website/App or other related Services (or any features within the Services) are unavailable at any time or for any period. We may, at our sole discretion, restrict access to some parts of our Website/App or our entire Website/App to Members/Registered Users who have registered with us by creating an account on the Website/App.
You are solely responsible and liable for any activity that occurs through your Account. You are responsible for your own username, password and other activities/information related thereto. Yapphi takes no responsibility for any loss, direct or indirect, arising out of or resulting from the unauthorized or fraudulent use of your Account. Such unauthorised or fraudulent use of your account, whether with or without your knowledge shall have no bearing on Yapphi’s responsibility or liability for any loss, direct or consequential, as described above.
Yapphi grants you permission to access and use the Services as set forth in this Agreement, provided that you will not copy, distribute, alter, modify any part of the Services in any medium or manner whatsoever without Yapphi’s explicit written consent in this regard. In order to gain access to the Services offered by Yapphi, you will need to register on the Website/App and create an account thereon.
By using the Services and completing the registration process, you warrant that:
(a) all the data provided by you is complete and accurate;
(b) you shall maintain the accuracy of such information; in case of any changes to the information provided, you are required to update the information accordingly.
(c) you are over 16 (sixteen) years of age and are fully competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement
(d) you may use the Website/App or such other Services provided through the Website/App only in adherence with this Agreement and all applicable local, state, national, and international laws, bye-laws, rules and regulations.
(e) you are eligible in accordance with applicable laws to enter into a binding contract and are not a person barred from receiving the Services under any applicable laws.
You affirm and agree that Yapphi shall not be liable for any injury, damage or other consequence, health related or otherwise arising out of any inaccuracy, inadequacy or errors in the information provided by you on the Website/App. Additionally, you may not use anyone else’s ID, password or account at any time without the express written permission and consent of the holder of that ID, password or account. We cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.
Yapphi reserves the right to delete your profile without a warning, or without any notice whatsoever, if we believe that you have violated and infringed any of the terms as mentioned under this Agreement. However, we will always attempt to give you prior notice before the actual deletion of the account to the extent we reasonably can.
Upon completing the registration process, you will be provided with relevant pieces of information, as part of our security procedures. You must treat such information as confidential, and you must not disclose it to any third party. We have the right to disable any user name, password, or other related credentials whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the terms and conditions of this Agreement. If you become aware of any unauthorised, suspicious activity or any other possible breach in security with respect to the App, Account thereof you must immediately notify us at firstname.lastname@example.org
MEMBERSHIP & REGISTRATION
On completion of registration on the Website/App, you will be a Member/Registered User which: i) allows you to access and post content on the Website and App ii) allows us to contact you, if necessary, in order to inform you of changes to the Website/App or describing new services that we enable and offer on the Website/App. iii) allows you to make use of the Services on the Website/App subject to these terms and conditions.
By providing Yapphi your email address and/or phone number you agree and consent to: i) receiving Service-related notices, including any notices required by law, in lieu of communication by postal mail. ii) being contacted from time to time, in order to provide you important updates with respect to the App and our Services, and relating to any new promotions and sales opportunities on the Website/App. If you do not want to receive such email messages, you may opt out by emailing us at email@example.com
Please note that when you do choose to opt out, it may prevent us from sending email messages or phone messages regarding any updates, developments, improvements or offers.
GRANT OF LICENSE
Subject to these terms and conditions of use, Yapphi grants you a non-transferable, non-exclusive, non-sublicensable, limited right and license for you to access and use the Services solely for the purpose permitted and intended by us, including but not limited to storing or otherwise using or sharing your documents, files, schedules, videos, images, minutes or other data.
Yapphi complies with applicable privacy and data protection laws. You can find our applicable privacy practices on www.yapphi.com/support/privacy.
As a Registered User/Member, whenever you make use of the Services or features that allow you to upload material on the Website/App or enable you to contact other users of our Website/App, you must comply with applicable data protection rules/laws and the content standards stated below.
You must ensure that your contribution is accurate, adequate and complete where it states facts, is genuinely held where it states opinions and complies with the laws applicable in the country from where such data is contributed and posted. Additionally, the data contributed by you shall also be relevant to your use of the Services.
RESTRICTIONS ON UPLOADING CONTENT
You acknowledge and agree that the data contributed by you:
i) does not belong to another person and contain any information that you do not have any right to;
ii) Shall not be obscene, offensive, pornographic, hateful, harmful, harassing, defamatory, vulgar, lewd, blasphemous, invasive of another’s privacy, racially, ethnically or otherwise objectionable or inflammatory, disparaging, deceptive, sexually explicit, relating or encouraging money laundering or gambling or otherwise unlawful in any manner whatsoever;
iii) Perform any actions on the Services and Apps to circumvent, interfere with, disrupt, damage, disable, overburden, or limit the functionality of any software or hardware, telecommunications equipment, security technology, Services, and Apps.
iv) You agree to not post or upload User Data or User Contributed Data that contains software viruses, programs, etc. which would involve sending or otherwise making available any material that contains viruses, Trojan horses, worms, time bombs, or any other similar software that may damage the operation of Yapphi servers, computers, networks and so on.
v) Posting or uploading User Contributed Data in a manner that implies an association or affiliation with, sponsorship, or endorsement of the User Contributed Data by Yapphi, that is misleading, offensive, illegal, harmful, tortuous, abusive, defamatory, obscene, vulgar, hateful, that infringes any third-party right, is otherwise unlawful, or impairs Yapphi’s intellectual property rights.
vi) Posting or uploading any User Contributed Data that involves the transmission of "junk mail", "chain letters", or unsolicited mass mailing or "spamming";
vii) Posting and uploading User Contributed Data that promotes information that is apparently false, misleading or misrepresentational;
viii) Posting any User Contributed Data that infringes or violates anyone else's rights, including but not limited to copyright, trademark, patent, trade secret, privacy, publicity or other personal or proprietary rights.
ix) You also agree to refrain from violating any code of conduct or other guidelines that may be applicable to the Services, Apps, User Data and User Contributed Data.
RESTRICTION ON USE OF SERVICES
You shall refrain from doing any of the following acts, the breach of which shall entitle Yapphi to terminate your use of the Services, without prejudice to any other rights or remedies we may have against you:
i) Attempt to decompile, reverse engineer or otherwise disassemble any Service or content provided to you as part of the Services or the Website or the App
ii) Distribute, sell, supply, modify, alter, adapt, amend, incorporate, merge or otherwise alter the Services and all content provided to you as part of the Services;
iii) Attempt to copy any software provided to you as part of the Services or the Website or the App and in particular its source code, or attempt to decrypt any part of such software that is provided to you;
iv) Create any derivative work or version of any software provided by us in relation to or to facilitate your use of the Services or any content provided as part of the Services;
v) Remove, from the Website/App or any content provided as part of the Services, any logo, copyright or proprietary notices, symbols, labels, watermarks, signatures, trademarks, trade names or any other like marks affixed to or embedded in the Services;
vi) Use the Services or any part of it to create a false identity, to impersonate any person or organization, or attempt to disguise the origin of any content;
vii) Access or attempt to access any content that you are not authorized to access by any means;
viii) Access the Website/App through any other means other than through the interface that is provided by us;
ix) Disrupt or interfere with the security of, or otherwise cause harm to the Website/App, system resources or gain unauthorized access to the user accounts, passwords, servers or networks connected to or accessible through the Website/App or any affiliated linked sites.
VIOLATION OF CONTENT STANDARDS
We may at our sole discretion take such action as we deem appropriate, when we come to the conclusion that a breach of the content standards (as stated above) has occurred. We may take any action legally available including all or any of the following actions:
i) Issue of a warning to you;
ii) Immediate, temporary or permanent withdrawal of your right to access and use the Services and simultaneous termination/suspension of your account on the Website/App;
iii) Immediate, temporary or permanent removal of any content contributed by you and already posted on the Website/App using the Services, upon your failure to cure the breach or violation that is brought to your notice within the stipulated time period determined by us;
iv) vUpon such termination/suspension of your account, you will no longer be able to access your account or any content or data you have stored on the servers. All licenses granted to you by Yapphi with respect to the Website/App and related Services will be automatically revoked.
v) Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
vi) Disclosure of such information to law enforcement and other governmental/statutory authorities as we reasonably feel is necessary or as required by law.
vii) We hereby disclaim and exclude our liability for all action we may take in response to breach of these content standards. The actions described above are not limited, and we may take any other action we reasonably deem appropriate.
RIGHTS RESERVED BY YAPPHI
We shall not be liable to any third party, for the content or accuracy of any materials/content posted by you or any other Member/User of the Services.
We shall reserve the right to immediately terminate or suspend your access and remove non-compliant information or content, in the event that such information or content does not adhere to the terms and condition enunciated in this Agreement.
While Yapphi is under no obligation to monitor your access to or your use of the Services (or any feature or part of the Services), we have the right to do so for the purpose of operating the Website/App and providing the Services, to ensure your compliance with these terms and conditions, or to comply with applicable law or the order or requirement of a court, administrative agency, quasi-judicial body or other governmental or statutory body.
The Prices of the Services offered by Yapphi are indicated on our Website and App. The prices will include any local sales taxes, other taxes, and government levies, if any, associated with our Services that you are legally required to pay. Prices are subject to change from time to time and we reserve the right to make these changes but it will not affect the price at which Services were offered and consequently availed by Members, prior to the date of change of price.
Additionally, some Services are offered free of charge. We reserve the right to discontinue offering such Services free of charge at any given time and will also inform you if a Service is to be offered for a fee in the future. In such event, you are at the liberty to choose to either continue to use the Services by paying a fee or discontinue the use of such Services.
You understand and agree that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to through the App/Website or as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. You agree that you are solely and exclusively responsible for any and all content that you create, share, transmit, publish or display while using the Services and you are solely and exclusively liable for the consequence of your actions (including any loss or damage which Yapphi may suffer).
A search with respect to the Yapphi Website/App or Services related thereto may produce results and links to sites and content that you may find objectionable, harmful or offensive and we accept no liability arising from any such content. It is also possible that your use of the Services will directly or indirectly provide information regarding products, merchants and links to websites of third parties selling the products or services. We hereby disclaim any and all responsibility and liability associated with the same.
You understand and agree that you shall be solely responsible for monitoring the data contributed by you and shall be liable to us for ensuring that the content contributed by you does not infringe or violate any third-party rights. You warrant and guarantee that you possess such necessary licenses as may be required in order to process your content or use the Services.
We shall to the extent reasonably possible, endeavour to ensure that the Services are uninterrupted but it does not necessarily guarantee or warrant that: (i) the Services will meet your specific requirements; (ii) the Services will be uninterrupted, timely, secure, accurate, adequate or error-free; (iii) the results that may be obtained from the use of the Services will be accurate or reliable; and (iv) the quality of the Services or any other material purchased or obtained by you through the Yapphi Website/App will meet your expectations
If you are older than 30 (thirty) years of age, or if you have not been physically active for more than 1 (one) year, or if you have any medical history that may put you at risk, including but not limited to one or more the following conditions, you are required to seek approval from a qualified health care practitioner prior to using the Services:
i) heart disease and/or family history of heart disease;
ii) high or low blood pressure and/or family history of high or low blood pressure;
iii) dizziness, incoherence or loss of consciousness caused by previous exercise
iv) chest pain caused by previous exercise;
v) bone or joint problems, including but not limited to arthritis;
vi) diabetes, high cholesterol, obesity;
vii) Thyroid or any other hormonal imbalances
We reserve the right to deny you access to the Services for any reason or no reason, including if we determine, in our sole discretion, that you have certain medical conditions.
By Posting any User Content on the Website/App, you expressly represent and warrant that you have a right to grant a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Data, wholly or partly, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service.
You are solely responsible for your contributions to any online forum Yapphi may offer through or as part of the Services (“Community Contribution”), such as and without limitation, responses to blog postings, bulletin board postings, and other contributions to online discussions. By submitting to Community Contribution you: (a) represent to Yapphi that you either own or have the right to display or transmit each and every element of your Community Contribution, and that your submission will not violate the legal rights or interests of any person or legal entity; and (b) grant to Yapphi a perpetual, irrevocable, royalty free license to use your Community Contribution, in each instance, as a whole or in any part, for any business purpose, including without limitation, promotional, marketing, advertising and training purposes.
You confirm and warrant to Yapphi that you have all the necessary rights, power and authority necessary to grant the above license.
BILLING AND PAYMENT
Yapphi offers its Members/Users a subscription-based model to obtain access and avail Services offered through the App/Website and software related thereto. The subscription model may be provided to you on a monthly, quarterly, half-yearly or annual basis. Additionally, we also provide a functionality for credits wherein each Member/User may receive a credit amount in the event that they achieve certain activity targets set by them on the App. Our Members/Users may be entitled to receiving credits for a maximum of up to 20 (twenty) days during each monthly cycle during which the membership/subscription subsists. The credit amount may be adjusted at the end of each monthly cycle, applying to the next month. The credit amount may apply to the total subscription amount payable on a monthly basis or as per the stipulated terms of the subscription at the time it was obtained.
Please note that no portion of the credit is encashable and/or refundable. However, the credit may be adjustable during the time period of membership/subscription as stated above. Yapphi reserves the exclusive right to review the credit amount at any given time and may also revoke the credit facility for any reason whatsoever.
To pay any fee, you must designate and provide information about your preferred payment method (e.g., credit card, online payment service, a third party, like iTunes or Google Play, or any other payment method made available by Yapphi) (the “Payment Method”). You must ensure that the information provided regarding the preferred payment method is accurate and error-free. If you provide your payment information, you authorize us and certain third-party service providers, payment card networks and payment processors to receive, store and encrypt your payment information. You may switch to a different Payment Method or update your information by visiting the payment section in the mobile App to make the necessary changes.
If you paid through the Google Play or iTunes store, you may change your Payment Method through the corresponding store account. If your payment provider determines that there are fraudulent charges on your account resulting from use of your Payment Method at the Services, please contact us immediately via firstname.lastname@example.org
In order to obtain access to our Services, you may be required to pay membership/subscription fees at the time of registration. These membership/subscription fees, along with any required taxes, can be paid on a monthly, quarterly, half-yearly or an annual basis. All membership/subscription fees are payable in advance. Yapphi reserves the exclusive right to alter the membership/subscription fees, any associated taxes, or to impose new fees at any time.
Membership/Subscription fees will be billed automatically at the start of the payment cycle chosen by the Member/User and such payment cycle may be monthly, quarterly, half-yearly or annual in nature. These fees will auto-renew until your membership is downgraded or terminated. Your membership fee will be the same as your initial charges unless you are otherwise notified in advance. You may cancel your membership at any time, as described below.
Cancellation by you
You may cancel your subscription/membership at any time by giving us a written notice 14 (fourteen) days prior to the date on which the subscription/membership is to be terminated. If you cancel your subscription before the end of a month for which you have already paid, the Service will end immediately and you will not be charged again. Yapphi shall not be liable to provide any refunds in the event that a Member/User decided to cancel their membership/subscription to Yapphi Services.
Your Membership may start with a free trial. The free trial period for any subscription will last for the period of time specified when you signed up. Free trials may be combined with certain other offers, as specified at the time of registration to avail Yapphi Services. If you begin your subscription with a free trial, we will begin billing your Payment Method for monthly, quarterly, half-yearly or annual membership fees at the end of the free trial period of your subscription unless you cancel your membership prior to the end of the free trial period.
Your Payment Method may be authorized for up to approximately one month of service as soon as you register for a free trial. In some instances, your available balance or credit limit may be reduced to reflect the authorization; however, no charges will be made against the Payment Method unless you do not cancel prior to the end of your free trial period. You may cancel your membership at any time by going to your account settings on the App.
Subject to this agreement, we will provide the Service to you during the membership/subscription period. You acknowledge that:
i) we do not provide you with internet access or any computer equipment or software required to access the Service; and
ii) we may change or stall the Service from time to time to provide bug fixes and/or new or improved features or functionality
Notwithstanding the reason for termination of this Agreement by you or by Yapphi, under no circumstances will Yapphi be obligated to provide any refunds of any portion of any amounts paid by you in connection with this Agreement, including but not limited to the membership/subscription fees. All payments under this Agreement shall be irrevocable, non-refundable.
You agree to defend, indemnify and hold harmless Yapphi, its officers, subsidiaries, affiliates, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to legal/attorney’s fees) arising from: (i) your use of and access to the Service and Website/App; (ii) your breach, infringement or violation of any terms of this Agreement; (iii) your violation of any third party right, including without limitation, any copyright, property, or privacy right; or (iv) any claim that your User Content caused damage to a third party. This defense and indemnification obligation will survive this Agreement and your use of the Service and Website/App.
The material displayed on our Website/App is provided without any guarantees, conditions or warranties as to its accuracy and adequacy. To the extent permitted by law, we, our Subsidiaries and Affiliates and third-parties connected to us hereby expressly exclude:
i) Any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our Website/App or related Services or in connection with the use, inability to use, or results of the use of our Website/App, any websites linked to it and any materials posted on it, including, without limitation any liability for:
ii) loss of income or revenue, loss of actual or notional profits or contracts, loss of business or business opportunities, loss of anticipated savings;
iii) loss of data;
iv) loss of goodwill; and
v) for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable or advised of the possibility of the same.
Our liability to you shall under all circumstances be limited to and not exceed a maximum of the amount paid by you (if any) at the time of registration on our Website/App and thereafter for the obtainment of Services offered by us.
LINKING TO THE WEBSITE
You may link to our home page, provided you do so in a manner that is fair and does not damage our reputation or goodwill. However, you shall not link our home page in such a way as to suggest any form of association, affiliation, approval or endorsement without a prior written consent form Yapphi. You must not establish a link from any website that is not owned by you.
Yapphi shall not be held responsible or liable for the contents or information displayed on any linked sites, including without limitation to any link contained in the linked site or any changes or updates to linked site. We shall not be held responsible for any transmission whatsoever received by you from any linked site. It is your sole responsibility to verify the accuracy of all information on your own before relying on such information.
OWNERSHIP OF INTELLECTUAL PROPERTY
Yapphi owns all Intellectual Property rights in the Service and, as they are created, any changes, developments or improvements to the Service made by or for us, you or anyone else.
Except as expressly provided no part of Yapphi and no content, information, marks, data, statistics, logo, trademark, tradename, patent related information, independent research conducted and posted by Yapphi may be reproduced, republished, uploaded, publicly displayed, encoded, posted, transmitted, or distributed in any way including (“mirroring”) to any other computer, server, website, or other medium for publication or distribution of any for any commercial enterprise, without prior written consent.
You acknowledge and agree that the Yapphi does not transfer/assign the title to the Website/App to you, and nothing in these terms and conditions shall imply or be construed to mean that any intellectual property rights stand transferred/assigned to you by Yapphi. You may not redistribute, sell, decompile, reverse engineer, dissemble, or otherwise reduce the Website/App in any manner which is contrary to this Agreement.
These Terms are governed by the laws of New Zealand. You and we submit to the exclusive jurisdiction of the New Zealand courts in respect of all matters relating to them
Yapphi accepts no liability whatsoever, direct or indirect, for noncompliance with the laws of any country other than that of New Zealand. The mere fact that Website/App can be accessed or used in a country other than New Zealand will not imply that we accede to the laws of such country.
DISPUTE RESOLUTION:The parties shall endeavour to amicably resolve and settle any dispute concerning any rights or obligations of either of them under this agreement by doing the following:
(a) the party claiming that a dispute has arisen will give a written notice to the other party specifying the nature and particulars of the dispute and will give a reasonable period of time for the other party to remedy the dispute; and
(b) the parties shall attempt, to the extent reasonably practicable, in good faith, to amicably negotiate and resolve the dispute between themselves.
LIMITATION OF LIABILITY
To the fullest extent permitted by law Yapphi disclaims all express or implied representations, warranties, guarantees and conditions with regard to the Service, except the representations, warranties, guarantees and conditions explicitly stated in this Agreement, including but not limited to any implied representations, warranties, guaranties and conditions of merchantability, fitness for purpose, and quality of service.
Yapphi makes no representations or warranties regarding the reliability, accuracy, adequacy, availability, timeliness or quality of the Service. Yapphi excludes any and all liability for indirect and consequential loss, loss of revenue or profits, failure or inability to realise expected profits or savings and any other commercial or economic loss of any kind arising from this Agreement.
The limitations and exclusions of liability as per this Agreement shall apply in the event that liability arises, whether in contract, tort (including negligence), breach of statutory duty or otherwise.
In the event of force majeure, all of Yapphi’s obligations shall be suspended. Under such circumstances wherein the obligations are not fulfilled as a result of Force Majeure, for a period of 90 days or more, both parties shall be entitled to dissolve the Yapphi membership/subscription at no cost, in writing, by providing adequate notice period and Yapphi shall be entitled to dissolve the agreement for the Services or Apps with no obligation to pay any compensation whatsoever arising from or in connection with such dissolution.
Neither party shall transfer, sell, or assign this agreement, or any of its rights, obligations or duties under, without the prior written consent of the other party, however such consent not to be unreasonably withheld.