GENERAL TERMS AND CONDITIONS FOR YUMUUV DIGITAL PLATFORM USAGE
1. GENERAL
1.1. These general terms and conditions (hereinafter “GTC”) apply when you as a registered customer (hereinafter “Customer” or “you”) use the YuMuuv platform accessible at www.yumuuv.com and via the mobile application (jointly hereinafter the “YuMuuv Platform”) offered by yuMuuv OÜ, an Estonian company with the registry code 14636730 and with its registered address at Savi 4C, 50405 Tartu, Estonia (hereinafter “YuMuuv” or “we”).
1.2. The purpose these GTC is to define the terms and conditions according to which YuMuuv provides Services mentioned in clause 2.1. In case we and you have agreed on special terms and conditions (hereinafter “STC”) and there are any discrepancies between the STC and the GTC, the STC will prevail over the relevant sections of the GTC.
1.3. YuMuuv is directed towards business customers. By using the YuMuuv Platform, you warrant to us that you are a business user, not a consumer. If you are a consumer, the use of the YuMuuv platform may be possible upon a separate agreement with us – please contact us in this regard.
2. USE AND OPERATION OF THE YUMUUV PLATFORM
2.1. The YuMuuv Platform enables Customers to organise wellness challenges for its Users (defined below), to enable Users to create their own wellness challenges for up to 10 Users, to integrate data from other wellness apps and data from wearable devices onto the YuMuuv Platform, and to use additional features described on the YuMuuv Platform (hereinafter the “Services”).
2.2. YuMuuv provides the Services according to the software as a service (“SaaS”) model. The YuMuuv Platform is accessible online 24 hours a day, except in cases of force majeure or scheduled or unscheduled interruptions that may result from maintenance needs. For the purposes of these GTC, “force majeure” is the occurrence of any unforeseen circumstance without any fault on a party’s part or beyond party’s reasonable control, including, without limitation, Internet outages, communications outages, issues and problems relating to information technology, fire, flood or war.
2.3. YuMuuv reserves the right at any time to suspend or block access to all or part of the YuMuuv Platform for any reason whatsoever, notably for maintenance or updating or in the event of an attack on the YuMuuv Platform.
2.4. The YuMuuv Platform may include hyperlinks to third-party websites, but YuMuuv is not liable for such third-party websites or their content. The YuMuuv Platform is not affiliated with such third-party websites and you are solely responsible for your use of third-party websites and compliance with their terms of use.
2.5. By using the YuMuuv Platform, including Services, browsing the YuMuuv Platform and/or registering as a Customer on YuMuuv Platform, the Customer warrants that: (i) it has the legal capacity to use the Services; (ii) it has the power to enter into a binding contract with us and is in no way prohibited from doing so under any applicable laws, (iii) it is the rightful holder of and has the full authority to grant us any rights it is required to grant us under these GTC or that are necessary for the provision of the Services, and (iv) it will use, and the Users (defined below) registered by the Customer will use their YuMuuv Accounts (defined below) in accordance with these GTC and applicable legal and/or regulatory provisions. You undertake not to use the YuMuuv Platform for illegal activities or for commercial purposes otherwise than for performance of the obligations set out in these GTC.
2.6. You agree that any misuse or malevolent, inappropriate, disturbing, manipulative or fraudulent use of the YuMuuv Platform by you or your registered Users entitles YuMuuv to temporarily suspend or terminate your YuMuuv Account(s) and/or restrict your current or future use of the YuMuuv Platform. Failure to comply with the above prohibitions may result in civil and/or criminal liability for the violator.
2.7. YuMuuv reserves the right to change the Services offered and their content, including for development purposes, for adjustment to new technical environments or for other important reasons relating to substantive changes. YuMuuv also has the right to update Services and their content in order to ensure compliance of the services with the GTC and/or relevant laws and regulations, including for ensuring the secure use of Services. Information on changes and updates relating to Services will be communicated to you on the YuMuuv Platform.
3. YUMUUV ACCOUNT
3.1. To use the YuMuuv Services, a Customer must register a user account on the YuMuuv Platform (hereinafter “YuMuuv Account”). The Customer may create additional YuMuuv Accounts for other registered users (hereinafter “Users”) who are employees or contractors of the Customer. The Users will be able to sign in to the YuMuuv Platform by using their personal credentials.
3.2. By submitting data during the registration process, you warrant that: (i) the registration data is correct, accurate, up to date and complete; and (ii) you will keep the relevant registration data updated to ensure its correctness, accuracy, up-to-dateness and completeness at all times. To complete the registration, you must submit the information required during the registration process.
3.3. If you provide incorrect, inaccurate, outdated or incomplete data, YuMuuv has the right to temporarily suspend or terminate your YuMuuv Account and/or restrict your current or future use of the YuMuuv Platform or any functions thereof.
3.4. You acknowledge and agree that these GTC govern the use of the YuMuuv Accounts by both the Customer and the Users registered by the Customer. You represent, warrant and covenant to us that each User who has been provided access to a personal YuMuuv Account by the Customer is authorised to access the YuMuuv Platform and use the Services on the Customer’s behalf. If you delegate such authority to any one or more Users, you expressly agree and ensure that: (i) all of Users will use the YuMuuv Accounts in accordance with these GTC and applicable legal and/or regulatory provisions and (ii) you remain fully liable for your and each of your User’s use of the YuMuuv Account and any violation of these GTC.
3.5. Other than the delegation of rights to your authorised Users, you are not entitled to transfer or license your right to access the YuMuuv Platform and use the Services, or transfer or license your YuMuuv Account, to any third parties.
3.6. You are also responsible for maintaining the confidentiality of your registration data and for any activities performed whenever logged in.
4. PAYMENT FOR YUMUUV SERVICES
4.1. The Customer is obliged to pay a fee for the use of YuMuuv Platform and the Services in accordance with the pricing plan available on the YuMuuv Platform. YuMuuv will submit invoices to the Customer. If the Customer organises a one-time project, YuMuuv will submit a one-time invoice to the Customer. If the Customer organises annual wellness challenges, YuMuuv will submit montly invoices to the Customer. The invoice must be paid within the payment term indicated on the invoice.
4.2. Upon a delay of payment of an invoice, YuMuuv may require the Customer to pay a late payment interest at the rate of 0.06% from the outstanding amount per each day until full payment of the outstanding amount. The obligation to pay a fee is not conditional of the Customer’s actual use of the relevant YuMuuv Platform or Services.
5. PROPRIETARY RIGHTS
5.1. The YuMuuv Platform and any trademarks, logos and any other distinctive signs and any software used or included therein and all content on the YuMuuv Platform (i.e. any texts, videos, photos and any other information in any format and of any nature whatsoever appearing on the YuMuuv Platform) (hereinafter “Property”) are the exclusive property of YuMuuv or third parties who have authorized the use of such content, except for the content, information and data entered by Customers and Users authorised by the Customers (hereinafter “Customer Content”).
5.2. The Property may be subject to and protected by copyright, trademark, patent or other intellectual property rights. Any commercial use of the information published on the YuMuuv Platform (including Property) is strictly prohibited.
5.3. YuMuuv grants to the Customer, subject to the Customer and Users’ compliance with these GTC, a revocable and non-exclusive license to use the YuMuuv Platform within the scope and for the purposes of the Services offered.
5.4. It is prohibited to extract, reuse, sell, distribute, modify, translate or reproduce the information published on the YuMuuv Platform (including Property) or any parts thereof without YuMuuv’s prior and express written authorisation. Failure to comply with the above prohibitions may result in civil and/or criminal liability for the violator.
5.5. The Customer is solely responsible for all Customer Content, and YuMuuv is not responsible or liable for any Customer Content, including any deletion, correction, destruction, damage, loss or failure to store or back-up any Customer Content, except Customer Content containing personal data of Users. Customer ensures that Customer Content does not violate this Agreement or any applicable laws, is not libellous, defamatory, obscene, abusive, pornographic or threatening, does not constitute an infringement or misappropriation of intellectual property rights or other rights of any third party, is not false, misleading or inaccurate, and does not contain any viruses or programming routines intended to damage the Services.
5.6. In order to provide the Services, the Customer hereby grants YuMuuv a geographically unlimited, irrevocable, non-exclusive, sub-licensable and free of charge right to use, store, copy (and reproduce), modify (and create derivative works), translate, display and distribute the Customer Content as necessary to provide the Services under these GTC. YuMuuv may also preserve and disclose Customer Content if required to do so by law, or if YuMuuv believes in good faith that preservation or disclosure of Customer Content is necessary to enforce these GTC or to establish, exercise and defend legal claims.
6. PERSONAL DATA PROCESSING AND THE USE OF COOKIES
6.1. YuMuuv processes personal data on the YuMuuv Platform as a data controller. YuMuuv processes personal data and uses cookies on the YuMuuv Platform in accordance with the YuMuuv Privacy Policy, available at https://yumuuv.com/privacy-policy.
7. LIABILITY
7.1. Your use of the YuMuuv Platform is at your own risk. Thus, YuMuuv cannot be held responsible for any malicious program that may infect the Customer’s and/or User’s computer or mobile equipment or any other hardware or software when using the YuMuuv Platform, nor for any loss or alteration of data resulting from the use of the YuMuuv Platform. It is your responsibility to take all appropriate measures to protect your data, computer systems or software from contamination by possible viruses, trojans or, more generally, any computer programs that could be disseminated on a digital platform.
7.2. Subject to applicable legislation, YuMuuv cannot be held responsible for any direct or indirect damage (including loss of profits) linked to the use or the impossibility of using the YuMuuv Platform and more generally, for any breach of these GTC (or the STC, if applicable) or an event linked to the YuMuuv Platform, such as, in particular, technical failures, breakdowns, interruptions or modifications to the YuMuuv Platform.
7.3. To the maximum extent permitted by applicable law, we exclude all liability, representations, warranties and conditions relating to any breach of these GTC (or the STC, if applicable), the provision of the YuMuuv Platform and Services, and the use of the YuMuuv Platform. Nothing in this disclaimer will limit or exclude liability for death or personal injury, liability for fraud or fraudulent misrepresentation, liability caused by gross negligence or wilful misconduct or any other liability that cannot be excluded under applicable law.
7.4. Please also note that you remain solely responsible for any data that you may communicate to YuMuuv. YuMuuv is not liable in case of error, omission or imprecision of the data that you have communicated. Above all, you as a Customer are responsible for the security of the data used for accessing your YuMuuv Account, including your e-mail address, mobile phone number and password, as well as for the security of your YuMuuv Account. You are also responsible for the secrecy of the account data of your YuMuuv Account.
7.5. Nothing in these GTC limit or exclude the liability of YuMuuv if such liability cannot be limited or excluded under applicable legislation.
8. MISCELLANEOUS
8.1. YuMuuv reserves the right to amend or update these GTC unilaterally at any time if it has reasonable grounds for such amendment or update (e.g. changes in applicable legislation, YuMuuv’s legitimate business interests, improvement of existing functions etc.). All amendments of the GTC are published on the YuMuuv Platform and we will notify you of any major changes and updates by sending you a relevant notification on the YuMuuv Platform or to the e-mail address you have provided to us. If you do not agree to the amendments to these GTC, you are free to terminate your use of the YuMuuv Platform.
8.2. The Customer may terminate its YuMuuv Account any time with a one-month advance notice. The Customer will not be refunded for Services already provided.
8.3. You agree to indemnify and hold YuMuuv harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of or related to your breach of these GTC, your violation of any applicable legal and/or regulatory provisions, or any rights of third parties.
8.4. Neither YuMuuv nor the Customer shall be held liable for a breach of the obligations set out in these GTC if such breach can be attributed to force majeure.
8.5. Our failure to enforce any provision of these GTC or exercise any right thereunder on one occasion does not limit our right to demand performance or exercise our right on subsequent occasions.
8.6. If any provision of the GTC is deemed invalid, null and void or unenforceable for any reason whatsoever, such provision shall be deemed excluded from the GTC and the rest of the GTC will remain valid and enforceable.
8.7. The relevant courts of Estonia will have jurisdiction in relation to these GTC and all other agreements between YuMuuv and the Customer, although we retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country. The relevant law of Estonia will apply to these GTC.