Terms of Use

1. Introduction

Welcome to Yozzly LTD's social media management platform (the "Platform"). These Terms of Use ("Terms") govern your access to and use of the Platform, including all features, functionalities, and services provided by Yozzly LTD ("Yozzly," "we," "us," or "our"). By accessing or using the Platform, you agree to comply with and be bound by these Terms. If you do not agree to all of these Terms, you are prohibited from accessing or using the Platform.

These Terms are designed to ensure a clear understanding of the rights and responsibilities of both Yozzly and our users ("you" or "your"). They cover important aspects such as account creation, data usage, intellectual property rights, fees, and limitations of liability. We encourage you to read these Terms carefully and contact us if you have any questions or concerns.

By using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy, which is incorporated herein by reference. Your continued use of the Platform constitutes your acceptance of any changes or updates to these Terms.

If you are using the Platform on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms. In such cases, "you" and "your" will refer to the organization.

2. Definitions

For clarity, the following terms are defined as used within these Terms:

• "Authorized User": Any individual, such as an employee, contractor, or agent, authorized by you to access and use the Platform under your subscription.
• "Content": Information, data, text, images, videos, or other materials uploaded, submitted, or otherwise provided by you or your Authorized Users to the Platform.
• "Customer Data": Any data related to your social media accounts or audience, including metrics, analytics, and communications, submitted to or generated through the Platform.
• "Intellectual Property Rights": All rights associated with patents, copyrights, trademarks, trade secrets, and other proprietary interests.
• "Platform": The Yozzly social media management platform, including its features such as content scheduling, analytics, messaging, and other functionalities.
• "Subscription Period": The duration identified in your Order Form during which you are authorized to access and use the Platform.

3. Access and Use

3.1 Account Creation

To access and use the Platform, you must create an account by providing accurate, current, and complete information during the registration process. You agree to maintain and promptly update your account information to keep it accurate, current, and complete. Failure to do so may result in the suspension or termination of your account.

You are responsible for maintaining the confidentiality of your account credentials, including your username and password, and for all activities that occur under your account. You agree to notify Yozzly immediately of any unauthorized use of your account or any other breach of security. Yozzly will not be liable for any loss or damage arising from your failure to protect your account information or for any unauthorized access to your account.

By creating an account, you represent and warrant that:

You are at least 18 years old and have the legal capacity to enter into these Terms.

You are not barred from using the Platform under any applicable laws.

You will use the Platform in compliance with these Terms and all applicable laws and regulations.

If you are creating an account on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms. In such cases, "you" and "your" will refer to the organization.

Yozzly reserves the right to refuse registration of, or cancel, accounts that it deems inappropriate or in violation of these Terms.

3.2 Access Grant

Subject to your compliance with these Terms, Yozzly grants you a limited, non-exclusive, non-transferable, and non-sublicensable license to access and use the Platform during the Subscription Period, solely for your internal business purposes as specified in your Order Form. This license allows you to utilize the features and functionalities of the Platform to manage your social media engagements, analyze performance metrics, and enhance your marketing strategies.

Your access to the Platform is conditioned upon the following:

Compliance with Terms: You must comply with all provisions of these Terms and any additional guidelines or policies provided by Yozzly.

Authorized Users: You may permit your Authorized Users (such as employees, contractors, or agents) to access and use the Platform on your behalf, provided that they comply with these Terms. You are responsible for the actions of your Authorized Users and ensuring their compliance with these Terms.

Subscription Period: Your access to the Platform is limited to the duration of the Subscription Period as specified in your Order Form. Upon expiration or termination of the Subscription Period, your access to the Platform will cease, and you must discontinue all use of the Platform.

Internal Business Use: The Platform is intended for your internal business use only. You may not use the Platform for any commercial purposes other than those expressly permitted by these Terms.

Yozzly reserves the right to monitor your use of the Platform to ensure compliance with these Terms and to suspend or terminate your access if you violate any provisions of these Terms. Unauthorized use of the Platform may result in legal action and the termination of your access rights.

By accessing and using the Platform, you acknowledge and agree that Yozzly retains all rights, title, and interest in and to the Platform, including any updates, enhancements, and modifications. Your use of the Platform does not grant you any ownership rights or intellectual property rights in the Platform or its content.

3.3 Use Restrictions

You agree to use the Platform in accordance with these Terms and all applicable laws and regulations. You are prohibited from engaging in any of the following activities:

Copying and Modifying: You may not copy, modify, or create derivative works of the Platform or any part thereof.

Unauthorized Transfer: You may not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Platform or make the Platform available to any unauthorized third party.

Reverse Engineering: You may not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Platform.

Unlawful Activities: You may not use the Platform for any unlawful activities or to distribute any malicious software, viruses, or other harmful code.

Competitive Analysis: You may not access or use the Platform for the purpose of conducting competitive analysis or to develop a competing product or service.

Interference: You may not interfere with or disrupt the integrity or performance of the Platform or any data contained therein.

Unauthorized Access: You may not attempt to gain unauthorized access to the Platform, its related systems, or networks.

Misrepresentation: You may not impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.

Data Harvesting: You may not use any automated means, including robots, spiders, or data mining techniques, to scrape, extract, or collect data from the Platform.

Abuse and Harassment: You may not use the Platform to harass, abuse, or harm another person or entity.

Yozzly reserves the right to investigate and take appropriate legal action against anyone who, in Yozzly's sole discretion, violates these Use Restrictions. This may include reporting such activities to law enforcement authorities and terminating your access to the Platform.

By using the Platform, you agree to comply with these Use Restrictions and acknowledge that any violation may result in the suspension or termination of your access to the Platform, as well as potential legal consequences.

4. Customer Data

You are solely responsible for the accuracy, legality, and integrity of the Customer Data you submit to the Platform. Yozzly processes and stores Customer Data solely to provide the Platform’s functionalities and to enhance your user experience. All Customer Data is encrypted and handled in compliance with our Privacy Policy.

You retain all rights, title, and interest in and to the Customer Data you submit to the Platform. By submitting Customer Data, you grant Yozzly a non-exclusive, royalty-free, worldwide license to use, process, and display the Customer Data as necessary to provide the Platform’s services.

Yozzly employs robust security measures to protect Customer Data from unauthorized access, alteration, disclosure, or destruction. These measures include encryption, access controls, and regular security audits. For more details on our security practices, please refer to our Privacy Policy.

Yozzly uses Customer Data to:

Provide and improve the Platform’s functionalities.

Generate analytics and insights to help you optimize your social media strategies.

Ensure the security and integrity of the Platform.

Comply with legal obligations and enforce our Terms of Use.

Yozzly retains Customer Data only for as long as necessary to fulfill the purposes for which it was collected, as outlined in our Privacy Policy. Upon termination of your subscription or at your request, Yozzly will delete or anonymize your Customer Data in accordance with our data retention policies.

Yozzly does not share Customer Data with third parties for advertising or commercial purposes. The only exceptions are when Customer Data is processed by trusted data storage and service providers who assist us in maintaining the Platform’s performance. These providers are bound by strict confidentiality agreements and are prohibited from accessing, sharing, or using Customer Data for any other purpose.

You are responsible for ensuring that your collection, use, and submission of Customer Data comply with all applicable laws and regulations, including data protection and privacy laws. Yozzly will process Customer Data in accordance with applicable data protection laws, including the General Data Protection Regulation (GDPR) and the UK Data Protection Act.

By using the Platform, you acknowledge and agree to these terms regarding Customer Data and understand that Yozzly is committed to protecting your data and ensuring its secure and lawful processing.

5. Intellectual Property Rights

5.1 Your Content

You retain ownership of all Content you provide to the Platform. By uploading, submitting, or otherwise providing Content to the Platform, you grant Yozzly a non-exclusive, royalty-free, worldwide license to use, process, store, and display your Content as necessary to provide the Platform’s services. This license allows Yozzly to perform actions such as hosting your Content, displaying it to you and your Authorized Users, and processing it to generate analytics and insights.

You represent and warrant that you have all necessary rights to grant this license and that your Content does not infringe or violate any third-party rights, including intellectual property rights, privacy rights, or any other proprietary rights.

5.2 Yozzly's Intellectual Property

All Intellectual Property Rights in and to the Platform, including but not limited to software, design, underlying code, trademarks, logos, and any other proprietary materials, are owned by Yozzly LTD. These rights are protected by intellectual property laws and treaties around the world.

You may not copy, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, transmit, or otherwise exploit any part of the Platform without the prior written consent of Yozzly, except as expressly permitted by these Terms.

5.3 Feedback

If you provide Yozzly with any suggestions, feedback, or recommendations regarding the Platform ("Feedback"), you grant Yozzly a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license to use, modify, and incorporate such Feedback into the Platform or any other products or services without any obligation to you.

5.4 Third-Party Intellectual Property

The Platform may contain third-party content, software, or other materials that are subject to third-party intellectual property rights. Your use of such third-party materials is subject to any applicable third-party terms and conditions. Yozzly does not grant you any rights to use third-party materials beyond those expressly granted by the third-party rights holders.

By using the Platform, you acknowledge and agree to respect Yozzly's Intellectual Property Rights and those of any third parties, and you understand that any unauthorized use of these rights may result in legal action and the termination of your access to the Platform.

6.1 Payment Obligations

You agree to pay all fees and charges associated with your use of the Platform as outlined in your Order Form. Fees are due and payable in accordance with the payment terms specified in your Order Form. Unless otherwise stated, all fees are non-refundable.

6.2 Billing and Payment

Yozzly uses Stripe to process payments. By providing your payment information, you authorize Yozzly to charge your payment method for all fees due. You agree to keep your payment information current and accurate. If your payment method is declined or fails, Yozzly may suspend or terminate your access to the Platform until payment is successfully processed.

6.3 Late Payments

If you fail to make timely payments, Yozzly reserves the right to suspend or terminate your access to the Platform until payment is successfully processed. You will also be responsible for any costs of collection, including reasonable attorney's fees, incurred by Yozzly in collecting overdue amounts.

6.4 Taxes

All fees are exclusive of taxes, levies, or duties imposed by taxing authorities. You are responsible for paying any applicable taxes associated with your purchase of the Platform, excluding taxes based on Yozzly's net income.

6.5 Fee Changes

Yozzly reserves the right to change the fees for the Platform at any time. Any changes to fees will be effective upon your next Subscription Period. Yozzly will provide you with reasonable notice of any fee changes, and your continued use of the Platform after the fee change constitutes your agreement to pay the new fees.

6.6 Refunds

Yozzly allows refunds under certain conditions as specified in your Order Form. If you believe you have been billed in error, please contact Yozzly at [email protected] within 30 days of the billing date to request a review of the charges. Refunds will be processed in accordance with our refund policy.

By using the Platform, you acknowledge and agree to these payment terms and understand that failure to comply with these terms may result in the suspension or termination of your access to the Platform.

7. Termination

Either party may terminate this agreement under the following conditions:

• By Yozzly: Yozzly reserves the right to terminate your access to the Platform immediately and without prior notice if you breach any of these Terms, fail to make timely payments, or engage in any conduct that Yozzly deems harmful or unlawful. In such cases, Yozzly will not be liable for any damages resulting from the termination of your access.
• By You: You may terminate your subscription at any time by providing written notice to Yozzly. Upon termination, you must cease all use of the Platform and delete any copies of the Platform materials in your possession.

Upon termination of your access to the Platform, whether by Yozzly or by you, the following will occur:

Cessation of Access: Your access to the Platform will be immediately disabled, and you will no longer be able to use the Platform or any of its features.

Data Deletion: Yozzly will delete or anonymize your Customer Data in accordance with its data retention policies. You acknowledge and agree that Yozzly is not obligated to retain your Customer Data after termination, except as required by applicable law.

Outstanding Fees: You will remain responsible for any outstanding fees and charges incurred prior to the termination date. Yozzly reserves the right to charge your payment method for any such outstanding amounts.

Survival of Terms: Certain provisions of these Terms, including but not limited to Intellectual Property Rights, Limitation of Liability, Indemnification, and Governing Law and Dispute Resolution, will survive the termination of this agreement.

Termination of this agreement does not relieve either party of any obligations that have accrued prior to the termination date. Both parties agree to cooperate in good faith to resolve any outstanding issues or disputes that may arise from the termination.

By using the Platform, you acknowledge and agree to these termination terms and understand that failure to comply with these Terms may result in the suspension or termination of your access to the Platform, as well as potential legal consequences.

8. Disclaimers

The Platform is provided on an "as is" and "as available" basis, without any warranties or representations of any kind, whether express, implied, or statutory. To the fullest extent permitted by applicable law, Yozzly disclaims all warranties, including but not limited to:

Implied Warranties: Any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Yozzly does not warrant that the Platform will meet your specific requirements or that the operation of the Platform will be uninterrupted, error-free, or secure.

Accuracy and Reliability: Yozzly does not warrant the accuracy, reliability, or completeness of any information, content, or materials provided through the Platform. Any reliance you place on such information is strictly at your own risk.

Third-Party Content: The Platform may include content, services, or links provided by third parties. Yozzly does not endorse or assume any responsibility for any third-party content, services, or websites. Your interactions with third-party content are solely between you and the third party.

Availability: Yozzly does not guarantee the availability, timeliness, or reliability of the Platform. Scheduled maintenance, updates, or unforeseen technical issues may result in temporary interruptions or downtime.

No Professional Advice: Any information or content provided through the Platform is for general informational purposes only and does not constitute professional advice. You should seek independent professional advice before making any decisions based on the information provided through the Platform.

By using the Platform, you acknowledge and agree to these disclaimers and understand that Yozzly is not responsible for any loss or damage resulting from your use of the Platform or reliance on any information provided through the Platform. Your use of the Platform is at your own risk, and you are solely responsible for any consequences arising from such use.

9. Limitation of Liability

To the fullest extent permitted by applicable law, in no event shall Yozzly, its affiliates, directors, employees, agents, or licensors be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from:

Your access to or use of, or inability to access or use, the Platform;

Any conduct or content of any third party on the Platform, including without limitation, any defamatory, offensive, or illegal conduct of other users or third parties;

Any content obtained from the Platform;

Unauthorized access, use, or alteration of your transmissions or content.

In no event shall Yozzly's total liability to you for all claims arising out of or relating to these Terms or your use of the Platform exceed the amount you have paid to Yozzly in the last twelve months, or one hundred pounds (£100), whichever is greater.

These limitations apply to any theory of liability, whether based on warranty, contract, statute, tort (including negligence), or otherwise, and whether or not Yozzly has been informed of the possibility of such damage.

Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. In such cases, Yozzly's liability will be limited to the fullest extent permitted by applicable law.

10. Indemnification

You agree to indemnify, defend, and hold harmless Yozzly, its affiliates, directors, employees, agents, and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from:

Your use of and access to the Platform, including any data or content transmitted or received by you;

Your violation of any term of these Terms, including but not limited to your breach of any of the representations and warranties herein;

Your violation of any third-party right, including without limitation any right of privacy or intellectual property rights;

Your violation of any applicable law, rule, or regulation;

Any claim or damages that arise as a result of any of your User Content or any that is submitted via your account;

Any other party's access and use of the Platform with your unique username, password, or other appropriate security code.

Yozzly reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Yozzly. Yozzly will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

By using the Platform, you acknowledge and agree to these indemnification terms and understand that you are responsible for any claims, damages, or expenses arising from your use of the Platform or violation of these Terms.

11. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the United Kingdom, without regard to its conflict of law principles. Any disputes arising out of or relating to these Terms or your use of the Platform shall be resolved through binding arbitration, conducted in accordance with the rules of the London Court of International Arbitration (LCIA). The arbitration shall take place in London, United Kingdom, and the language of the arbitration shall be English.

By agreeing to these Terms, you and Yozzly each waive the right to a trial by jury or to participate in a class action. You and Yozzly agree that any arbitration will be conducted on an individual basis and not in a class, collective, consolidated, or representative action.

Notwithstanding the foregoing, Yozzly reserves the right to seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or stop any unauthorized use of the Platform or infringement of Yozzly's intellectual property rights.

If any provision of this Governing Law and Dispute Resolution section is found to be unenforceable, the remaining provisions will remain in full force and effect.

12. Changes to Terms

Yozzly reserves the right to update or modify these Terms at any time to reflect changes in our practices, technologies, legal requirements, or for any other reason. When we make changes to these Terms, we will post the updated Terms on our website and update the "Last Updated" date at the top of the document. If the changes are significant, we will provide more prominent notice, such as by sending an email notification or displaying a notice within the Platform.

Your continued use of the Platform after the updated Terms have been posted constitutes your acceptance of the changes. If you do not agree to the updated Terms, you must stop using the Platform and may terminate your account as described in the Termination section.

We encourage you to review these Terms periodically to stay informed about our practices and your obligations as a user of the Platform. If you have any questions or concerns about the changes to these Terms, please contact us at [email protected].

By using the Platform, you acknowledge and agree to these terms regarding changes to the Terms and understand that it is your responsibility to stay informed about any updates or modifications.

13. Miscellaneous

13.1 Entire Agreement

These Terms, together with the Order Form and Privacy Policy, constitute the entire agreement between you and Yozzly LTD regarding your use of the Platform and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of these Terms will be effective unless in writing and signed by an authorized representative of Yozzly.

13.2 Severability

If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its intent. If such modification is not possible, the provision shall be severed from these Terms. The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of any other provision of these Terms.

13.3 Force Majeure

Yozzly will not be liable for any delay or failure to perform its obligations under these Terms resulting from causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemic, epidemic, civil unrest, fire, flood, natural disasters, telecommunications failures, power outages, hardware failures, or third-party service provider failures or delays. In the event of such delay or failure, Yozzly's obligations will be suspended for the duration of the force majeure event.

Contact Information

For inquiries regarding these Terms or any other matters, please contact us at:

Yozzly LTD Company Number: 15131694 Registered Office: 128 City Road, London, United Kingdom, EC1V 2NX Email: [email protected] Data Protection Officer: [email protected] Business Hours: Monday to Friday, 9:00 AM to 5:00 PM (GMT)

For billing inquiries: [email protected]

For technical support: [email protected]