YEMBO END USER TERMS OF USE

PLEASE SCROLL DOWN AND READ ALL OF THE FOLLOWING TERMS AND CONDITIONS (“AGREEMENT”) CAREFULLY BEFORE CLICKING AN “AGREE” OR SIMILAR BUTTON OR INSTALLING OR USING THE SOFTWARE. THIS AGREEMENT IS A LEGALLY BINDING CONTRACT BETWEEN YOU AND YEMBO, INC. THAT SETS FORTH THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SOFTWARE. BY CLICKING AN “AGREE” OR SIMILAR BUTTON OR BY INSTALLING AND/OR USING THE SOFTWARE, YOU AGREE TO ABIDE BY ALL OF THE TERMS AND CONDITIONS STATED OR REFERENCED HEREIN. IF YOU DO NOT AGREE TO ABIDE BY THIS AGREEMENT, DO NOT CLICK AN “AGREE” OR SIMILAR BUTTON AND DO NOT INSTALL OR USE THE SOFTWARE. YOU MUST ACCEPT AND ABIDE BY THIS AGREEMENT AS PRESENTED TO YOU – ANY CHANGES, ADDITIONS OR DELETIONS BY YOU TO THIS AGREEMENT WILL NOT BE ACCEPTED BY YEMBO AND WILL NOT BE PART OF THIS AGREEMENT.

Certain Definitions

“Yembo” refers to Yembo, Inc.

“You” and “Your” refer to the individual or entity that has agreed to use the Software in accordance with this Agreement.

“Software” refers to the Yembo software application and/or Yembo website provided to You with this Agreement.

“Your Data” means data, information, images, videos, text, messages, and other materials submitted, stored, posted, displayed, or otherwise transmitted by You using the Software.

“Associated Offering” refers to the overall Yembo SaaS offering associated with the Software.

“Associated Services Agreement” refers to the Yembo services agreement for the Associated Offering, entered into between Yembo and its customer, under which You are an authorized user of the Software.

General Use

By using the Software, if You are an individual, You represent, acknowledge and agree that You are at least the age of majority in the jurisdiction in which You reside. If You are accessing the Software on behalf of a company or other legal entity (“Entity”), You represent that You are authorized to act on behalf of the Entity and to bind such Entity to this Agreement.

Subject to the terms set forth in this Agreement and the Associated Services Agreement, Yembo grants You a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license to use the Software, during the term of this Agreement, in connection with Your status as an authorized user under the Associated Services Agreement.

Mobile Application

The Software may be a Yembo mobile application. The following additional terms and conditions apply with respect to any mobile application that Yembo provides to You designed for use on an Apple iOS-powered mobile device (an “iOS App”):

You acknowledge that this Agreement is between You and Yembo only, and not with Apple, Inc. (“Apple”).
Your use of Yembo’s iOS App must comply with Apple’s then-current App Store Terms of Service.
Yembo, and not Apple, is solely responsible for Yembo’s iOS App and the services and materials available thereon. You acknowledge that Apple has no obligation to provide maintenance and support services with respect to Yembo’s iOS App. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to Yembo’s iOS App.
You agree that Yembo, and not Apple, is responsible for addressing any claims by You or any third-party relating to Yembo’s iOS App or Your possession and/or use of Yembo’s iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by this Agreement and any law applicable to Yembo as provider of the iOS App.
You agree that Yembo, and not Apple, shall be responsible, to the extent required by this Agreement, for the investigation, defense, settlement and discharge of any third-party intellectual property infringement claim related to Yembo’s iOS App or Your possession and use of Yembo’s iOS App.
You represent and warrant that (i) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties.
You agree to comply with all applicable third-party terms of agreement when using Yembo’s iOS App (e.g., You must not be in violation of Your wireless data service terms of agreement when using the iOS App).
The parties agree that Apple and Apple’s subsidiaries are third-party beneficiaries to this Agreement as it relates to Your license of Yembo’s iOS App. Upon Your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against You as it relates to Your license of the iOS App as a third-party beneficiary thereof.

The following additional terms and conditions apply with respect to any mobile application that Yembo provides to You designed for use on an Android-powered mobile device (an “Android App”):

You acknowledge that this Agreement is between You and Yembo only, and not with Google, Inc. (“Google”).
Your use of Yembo’s Android App must comply with Google’s then-current Google Play Terms of Service.
Google is only a provider of Google Play where You obtained the Android App. Yembo, and not Google, is solely responsible for Yembo’s Android App and the services and materials available thereon. Google has no obligation or liability to You with respect to Yembo’s Android App or this Agreement.
You acknowledge and agree that Google is a third-party beneficiary to this Agreement as it relates to Yembo’s Android App.

Restrictions

Yembo or its licensors retain all ownership and intellectual property rights in the Software and the Associated Offering.

You shall not, directly or indirectly, and You shall not permit any third party to: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of the Software or the Associated Offering; (b) modify, translate, or create derivative works based on any element of the Software or the Associated Offering or any related documentation; (c) rent, lease, distribute, sell, resell, assign, or otherwise transfer Your rights to use the Software; (d) use the Software for timesharing purposes or otherwise make the Software available in any manner to any third party; (e) remove any proprietary notices from the documentation; (f) use the Software for any purpose other than its intended purpose; (g) use the Software in any manner other than in accordance with Yembo’s documentation; (h) interfere with or disrupt the integrity or performance of the Software or the Associated Offering; (i) attempt to gain unauthorized access to the Software or the Associated Offering, their related systems or networks, or to the content and data uploaded by other users; (j) submit to the Software any of Your Data that violates or infringes any third-party rights, including, without limitation, intellectual property rights, right of privacy, right of publicity, and any other proprietary rights; (k) submit to the Software any images or videos that contain any faces of any individuals or any personal information; (l) submit to the Software any images or videos that contain explicit sexual material; (m) submit to the Software any images or videos that are unlawful, harmful, threatening, obscene, violent, abusive, tortious, defamatory, libelous, vulgar, lewd, invasive of another’s privacy, hateful, or otherwise objectionable; or (n) use the Software in any manner that violates any laws or regulations. Yembo may block or review Your Data, in Yembo’s reasonable discretion, if Yembo believes it violates the rights of a third party, applicable law, or this Agreement.

Temporary Suspension

Yembo may temporarily suspend Your access to the Software in the event that You engage in, or Yembo in good faith suspects You are engaged in, any unauthorized conduct (including, but not limited to any violation of this Agreement). You agree that Yembo shall not be liable to You or any third party if Yembo exercises its suspension rights as permitted by this section. Notwithstanding anything in this section to the contrary, Yembo’s suspension of access to the Software is in addition to any other remedies that Yembo may have under this Agreement or otherwise, including but not limited to termination of this Agreement for cause.

No Technical Support

You acknowledge that Yembo does not have any obligation under this Agreement to furnish technical support or updates for the Software.

Your Relationship with Other Users

Your interactions with other individuals or entities on or through the Software are Your decision for which, as between the parties, You alone are responsible. You understand and agree that Yembo does not and cannot make representations as to the suitability of (i) Your Data, (ii) any data, information, images, videos, text, messages, and other materials submitted, stored, posted, displayed, or otherwise transmitted by other users using the Software, (iii) any other individual or entity that You may decide to interact with on or through the Software, and/or (iv) the accuracy or suitability of any advice, information, or recommendations made by any other individual or entity that You may decide to interact with on or through the Software. IF THERE IS A DISPUTE BETWEEN YOU AND ANY OTHER INDIVIDUAL OR ENTITY THAT YOU MAY DECIDE TO INTERACT WITH ON OR THROUGH THE SOFTWARE, AS BETWEEN THE PARTIES, YOU ALONE ARE RESPONSIBLE, AND YOU ACKNOWLEDGE AND AGREE THAT YEMBO IS UNDER NO OBLIGATION TO BECOME INVOLVED.

Data

You shall be responsible and liable for the completeness, integrity, legality, quality and accuracy of Your Data. Yembo does not guarantee and is not obligated to verify, authenticate, monitor or edit Your Data or any other information or data input into or stored in the Software and/or the Associated Offering for completeness, integrity, legality, quality, accuracy or otherwise. You grant Yembo a non-exclusive, royalty-free, fully paid-up license to use, reproduce, process, adapt, publicly perform, publicly display, modify, prepare derivative works, publish, transmit and distribute Your Data to provide and operate the Software and the Associated Offering in connection with the Associated Services Agreement, which may include display or distribution of Your Data to other users or subsets of other users of the Software and/or Associated Offering.

Your Data and any other data collected about or from Your use of the Software may be shared with, transferred to or accessed or used by the Yembo customer that entered into the Associated Services Agreement. Any such access or use of data by, or further transfer from, such Yembo customer is solely between You and such entity. For further information regarding how Your information is used by such entity, or for any questions, concerns or requests You have with respect to such use, please consult directly with such entity or refer to its privacy policies and/or Your agreement(s) with it.

Notwithstanding anything else in this Agreement or otherwise, You acknowledge and agree that Yembo may, unless prohibited by applicable law, de-identify, aggregate, or anonymize Your Data, and any other data and information relating to Your use of the Software in a manner that does not permit identification of You (with the resulting de-identified or anonymized data and information being referred to herein as “De-identified Data”) and aggregate such De-identified Data, including without limitation aggregation with other information received by Yembo from its other customers and from other data sources (collectively, “Aggregated Data”). You grant Yembo a non-exclusive, royalty-free, fully paid-up, worldwide, irrevocable, perpetual license to use, reproduce, process, adapt, modify, prepare derivative works, and analyze Your Data in connection with creating De-identified Data and Aggregated Data and using De-identified Data and Aggregated Data to internally develop, train, maintain, and improve the Software, the Associated Offering, other Yembo products and services, and Yembo’s artificial intelligence models. All De-identified Data and Aggregated Data shall be owned solely and exclusively by Yembo. You further acknowledge and agree that De-identified Data and Aggregated Data are not Your confidential information, and Yembo may, during and after the term of this Agreement, use, reproduce, disclose, and distribute, and otherwise commercialize such De-identified Data and Aggregated Data.

Privacy Policy

Please review Yembo’s privacy policy, which is available at https://yembo.ai/legal/privacy-policy (the “Privacy Policy”) which further explains how Yembo collects and uses Your Data and other information that Yembo collects through users’ use of the Software and the Associated Offering.

Feedback

You hereby do and will irrevocably assign to Yembo all evaluations, ideas, feedback and suggestions made by You to Yembo regarding the Software and/or the Associated Offering (collectively, “Feedback”) and all intellectual property rights in the Feedback. You understand and agree, however, that Yembo is not obligated to use any such Feedback.

Disclaimer

THE SOFTWARE IS PROVIDED TO YOU ON AN AS-IS BASIS. YOUR USE OF THE SOFTWARE IS AT YOUR OWN RISK. YEMBO DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS, STATUTORY AND IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, QUALITY, SUITABILITY, OPERABILITY, CONDITION, SYSTEM INTEGRATION, NON-INTERFERENCE, WORKMANSHIP, TRUTH, ACCURACY (OF DATA OR ANY OTHER INFORMATION OR CONTENT), ABSENCE OF DEFECTS, WHETHER LATENT OR PATENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ANY SOFTWARE PROVIDED TO YOU IS LICENSED AND NOT SOLD. NO AGENT OF YEMBO IS AUTHORIZED TO ALTER OR EXPAND THE WARRANTIES OF YEMBO AS SET FORTH HEREIN. YEMBO DOES NOT WARRANT THAT: (A) THE USE OF THE SOFTWARE OR THE ASSOCIATED OFFERING WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR THAT IT WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) THE SOFTWARE OR THE ASSOCIATED OFFERING WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY INFORMATION OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SOFTWARE OR THE ASSOCIATED OFFERING WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (E) THE SOFTWARE OR THE ASSOCIATED OFFERING WILL BE ERROR-FREE OR THAT ERRORS OR DEFECTS WILL BE CORRECTED; OR (F) THE SERVER(S) THAT MAKE THE SOFTWARE OR THE ASSOCIATED OFFERING AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SOFTWARE AND THE ASSOCIATED OFFERING MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. YEMBO IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.

Indemnity

You will defend Yembo and its officers, directors, affiliates, employees and agents (collectively, “Yembo Indemnified Parties”) from and against, and shall indemnify and hold harmless the Yembo Indemnified Parties from all resulting losses, liabilities, damages, costs and reasonable expenses (including attorneys’ fees and costs of litigation) arising out of or relating to any third party claim, action, proceeding or suit (including action by a government authority) made for or arising out of (a) Your Data, (b) use by You of the Software in violation of this Agreement, or (c) actions taken by You in reliance on reports or other outputs generated by the Software. Yembo has the right to control the defense of any claim, action, or matter subject to indemnification by You with counsel of Yembo’s choosing. You shall fully cooperate with Yembo in the defense of any such claim, action, or matter.

Limitation Of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, YEMBO WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF YEMBO IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. YEMBO WILL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SOFTWARE.

UNDER NO CIRCUMSTANCES WILL YEMBO’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED $100.

EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE LIMITATIONS IN THIS SECTION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION WILL APPLY WITHOUT REGARD TO WHETHER CLAIMS ARE BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE.

Termination

Your use of the Software is governed by both the terms of this Agreement and the terms of the Associated Services Agreement. Your right to use the Software will cease, and this Agreement will terminate, upon the earlier of (i) the expiration, termination or suspension of the Associated Services Agreement, or (ii) the expiration, termination or suspension of Your status as an authorized user under the Associated Services Agreement. You are not permitted to use the Software for any purpose other than in connection with Your status as an authorized user under the Associated Services Agreement.

In addition, Your right to use the Software shall end immediately, and this Agreement will terminate, if You fail to comply with any of the terms set forth in this Agreement.

You may also terminate this Agreement by destroying all copies of the Software that You download and ceasing to use the Software. Similarly, Yembo may terminate this Agreement at any time for any reason or for no reason by ceasing to allow you to access the Software and/or by giving you notice of termination.

Upon any termination of this Agreement, You must destroy all copies of the Software that You download, and You must cease using the Software. The termination or expiration of this Agreement for any reason shall not affect a party’s rights or obligations that expressly or by their nature continue and survive (including, without limitation, the provisions concerning ownership, Feedback, De-identified Data and Aggregated Data, limitation of liability, indemnity, and warranty disclaimers).

Except as expressly set forth in the Associated Services Agreement, the terms and conditions governing the Associated Services Agreement are not affected by the termination of Your right to use the Software under this Agreement.

Governing Law and Venue

This Agreement and the rights and obligations of the parties to and under this Agreement shall be governed by and construed under the laws of the United States and the State of California as applied to agreements entered into and to be performed in the State of California without giving effect to conflicts of laws rules or principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. The parties further agree to waive and opt-out of any application of the Uniform Computer Information Transactions Act (UCITA), or any version thereof, adopted by any state of the United States in any form. The parties further agree that the exclusive venue and jurisdiction for any dispute arising out of or relating to this Agreement shall be a court of competent jurisdiction located in San Diego County, California.

Export

Yembo controls and operates the Software and Associated Offering from its headquarters in the United States of America and the entirety of the Software and Associated Offering may not be appropriate or available for use in other locations. If You use the Software (or any portion thereof) outside the United States of America, You are solely responsible for following applicable local laws. The Software utilizes software and technology that may be subject to United States and foreign export controls. You acknowledge and agree that the Software shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Software, You represent and warrant that You are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The Software may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000. You agree to comply strictly with all applicable export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. Yembo and its licensors make no representation that the Software is appropriate or available for use in other locations.

General

You may not assign Your rights under this Agreement without the prior written consent of Yembo. Any attempted assignment by You in derogation of the previous sentence will be null and void. Yembo may freely assign its rights and obligations under this Agreement. Yembo’s failure to enforce any right or provisions in this Agreement will not constitute a waiver of such provision, or any other provision of this Agreement. If any term of this Agreement is found invalid or unenforceable, that term will be enforced to the maximum extent permitted by law, and the remainder of this Agreement will remain in full force. You agree that this Agreement (including documents and policies referenced herein) is the complete agreement between You and Yembo pertaining to the subject matter hereof, and this Agreement (including documents and policies referenced herein) supersedes all prior or contemporaneous written or oral agreements or representations existing between You and Yembo with respect to such subject matter. You acknowledge that the terms of this Agreement (including the license for the Software) are separate from the terms governing the Associated Offering, and, except for the express license to You herein to use the Software, this Agreement does not include the grant of any right to use the Associated Offering. Yembo shall not be liable to You or any third party for failure or delay in performing its obligations under this Agreement when such failure or delay is due to any cause beyond the control of the party concerned, including, without limitation, acts of God, governmental orders or restrictions, fire, or flood.

Contact Us

If You have any questions about this Agreement or otherwise need to contact Yembo for any reason, You can reach Yembo at support@yembo.ai.