1. INTRODUCTION
This Agreement sets forth the general terms and conditions under which YouElite Corporation (“YouElite,” “Company,” “we,” “our,” or “us”) agrees to provide, and the individual or entity using our services (“Customer,” “you,” “your,” or “End User”) agrees to receive and use, our website, mobile app, SaaS platform, and related services (collectively, the “Services”).
By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service (“Terms”), and any other applicable policies, including the End User Conduct & Content Policy and any Supplemental Terms, which are incorporated into this Agreement. If you do not agree with any part of these Terms, you must refrain from accessing or using the Services.
1.1 Authority
The individual agreeing to these Terms represents and warrants that they have the authority to bind the entity or organization on whose behalf they are acting to these Terms.
1.2 End Users
To access and use the Services, each End User must register for an End User account by providing accurate and complete information, including their full legal name, a valid email address, and any other details required by YouElite. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account.
1.3 Relationship Between Customer and End User
The administrator of a Customer’s account can modify or reassign the roles of End Users and exercise all rights granted to the Customer. End Users may submit content such as messages, files, or other Customer Data into the Services. Customers are responsible for managing permissions, data retention, and access for their End Users.
2. USE AND ACCESS TO THE SERVICES
2.1 Accessing the Services
Access to the Services may be procured via a subscription purchased through our website or an Order Form executed between YouElite and the Customer. Each End User who accesses or uses the Services must have a paid subscription.
2.2 Customer Responsibilities Regarding End Users
The Customer is responsible for the conduct of its End Users and ensuring that they comply with these Terms. It is the Customer’s responsibility to:
- Inform End Users of YouElite’s policies and any settings related to the use of the Services.
- Obtain all necessary consents from End Users for the lawful use of their data.
- Address any disputes arising from Customer Data or Customer’s handling of such data.
2.3 Login Credentials
You are responsible for safeguarding your login credentials. YouElite is not liable for any losses resulting from unauthorized use of your login information. If you suspect any unauthorized access, you must notify YouElite immediately at support@youelite.com.
2.4 Acceptable Use
You agree to use the Services in compliance with all applicable laws and regulations. You may not:
- Use the Services for illegal or unauthorized purposes.
- Violate any intellectual property rights.
- Distribute viruses, malware, or other harmful components.
- Engage in spamming, phishing, or fraudulent activities.
2.5 Export Compliance
You agree not to export or re-export the Services or related software in violation of any U.S. laws, including export control regulations. You also represent that neither you nor any of your End Users are listed on any U.S. government prohibited or restricted parties lists.
2.6 Equipment
You are responsible for obtaining and maintaining the equipment and network connections necessary to access the Services.
2.7 Support and Maintenance
The Services may be temporarily unavailable for scheduled maintenance or emergency repairs. YouElite will make reasonable efforts to provide advance notice of any service interruptions. YouElite may access your account to resolve support requests or technical issues.
3. CONFIDENTIALITY
3.1 Protection of Confidential Information
The receiving party agrees to use reasonable care to protect the confidentiality of the disclosing party’s confidential information. Confidential information may only be disclosed to those who need to know it for the purpose of performing under these Terms and are bound by similar confidentiality obligations.
3.2 Compelled Disclosure
If required by law, the receiving party may disclose confidential information but must give advance notice to the disclosing party if legally permissible, to allow for the opportunity to seek protective orders.
3.3 Equitable Relief
The receiving party acknowledges that any breach of confidentiality may cause irreparable harm, entitling the disclosing party to seek injunctive relief in addition to other legal remedies.
4. DATA PROTECTION, USAGE, AND FEEDBACK
4.1 Data Protection
YouElite will implement and maintain appropriate technical, organizational, and physical measures to protect Customer Data against unauthorized access, use, and disclosure. The terms of our Data Processing Addendum, which is incorporated into these Terms, govern the processing of Customer Data.
4.2 Usage Data
YouElite may collect and analyze anonymized data related to your use of the Services for purposes such as improving functionality, benchmarking, and generating insights for internal and lawful business purposes.
4.3 Feedback
By submitting feedback or suggestions about the Services, you grant YouElite an unlimited, irrevocable, royalty-free license to use such feedback for any purpose without any obligation or compensation to you.
5. FEES AND PAYMENTS
5.1 Subscription Charges
Subscription charges are billed in advance and are non-refundable unless otherwise specified. If the number of End Users exceeds the purchased subscriptions, additional charges will apply.
5.2 Payment
Payments must be made via credit card or other agreed-upon payment methods. Failure to update payment information or pay fees when due may result in the suspension of your access to the Services.
5.3 Taxes
You are responsible for paying any applicable taxes, except for those based on YouElite’s income. YouElite may invoice you for such taxes, which you agree to pay.
5.4 Billing Disputes
You must notify YouElite of any billing disputes within thirty (30) days of the charge to receive an adjustment or credit.
6. TERM AND TERMINATION
6.1 Term
These Terms will remain in effect for the duration of your subscription. Either party may terminate this Agreement with thirty (30) days’ written notice before the end of the current subscription term.
6.2 Termination for Breach
Either party may terminate this Agreement if the other party materially breaches any obligation and fails to cure such breach within thirty (30) days of receiving written notice.
6.3 Effect of Termination
Upon termination, your access to the Services will be revoked, but YouElite will make your Customer Data available for thirty (30) days for retrieval before it is deleted in accordance with our data deletion policy.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 Ownership of the Services
All intellectual property rights in and to the Services, including any software, content, and trademarks, are owned by YouElite or its licensors. You are granted a limited, non-transferable license to access and use the Services for your internal business purposes.
7.2 Customer Data
As between you and YouElite, you retain ownership of all Customer Data. By submitting Customer Data to the Services, you grant YouElite a non-exclusive, worldwide license to use, copy, and process such data as necessary to provide the Services.
8. WARRANTIES AND DISCLAIMERS
8.1 YouElite’s Warranties
YouElite warrants that the Services will perform substantially in accordance with the documentation provided. If the Services fail to meet this warranty, your sole remedy is to have YouElite use commercially reasonable efforts to correct the issue, or, if correction is not possible, terminate the Agreement and receive a pro-rata refund of any pre-paid, unused fees.
8.2 Disclaimer of Warranties
Except as expressly provided, the Services are provided “as is” and YouElite disclaims all warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and non-infringement.
9. INDEMNIFICATION
9.1 Indemnification by Customer
You agree to indemnify YouElite against claims arising from your use of the Services, including claims related to the data you provide or any violation of these Terms.
10. LIMITATION OF LIABILITY
10.1 Exclusion of Damages
In no event will either party be liable for indirect, incidental, consequential, or punitive damages arising out of these Terms or the use of the Services, even if advised of the possibility of such damages.
10.2 Limitation of Liability
YouElite’s total liability for all claims arising from these Terms shall not exceed the total fees paid by you during the twelve (12) months preceding the incident giving rise to the liability.
11. GOVERNING LAW AND DISPUTE RESOLUTION
11.1 Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles.
11.2 Arbitration
Any dispute arising from these Terms shall be resolved through binding arbitration in Hollywood, Florida. Both parties agree to waive any rights to a jury trial or class action.
12. MISCELLANEOUS
12.1 Force Majeure
Neither party will be liable for failure to perform any obligations due to events beyond their control, such as natural disasters, war, or labor disputes.
12.2 Assignment
You may not assign your rights or obligations under these Terms without YouElite’s prior written consent.
12.3 Entire Agreement
These Terms, along with any incorporated policies or supplemental terms, constitute the entire agreement between you and YouElite and supersede all prior agreements or understandings.
Contact Information
If you have any questions about these Terms, please contact us at:
YouElite Corporation
701 St. Andrews Street, Hollywood, FL 33021, USA
Email: support@youelite.net