Yodelpop Terms of Service

1. Definitions

• Account: The online account created by or on behalf of Customer to access the Services.
• Ad(s): Customer’s advertisements in various formats.
• Applicable Law(s): Relevant laws and regulations.
• Authorized Users: Employees or contractors authorized to use the Services.
• Customer Content: All content provided by Customer for use with the Services.
• Customer CRM Data: Customer's CRM data about End Users.
• Customer Sites: Websites and applications owned by Customer.
• Documentation: Yodelpop’s support documents and guidelines.
• End Users: Individuals interacting with Customer Sites or Content.
• European Territories: European Economic Area, UK, and Switzerland.
• Fees: Charges for Services as specified in Section 4.1.
• Network: Companies partnered with Yodelpop.
• Yodelpop Materials: Yodelpop’s technology and related elements.
• uote, Subscription and/ or Invoice: Document outlining the selected Services and terms.
• Package: Combinations of Services offered.
• Performance Reports: Reports and analytics provided by Yodelpop.
• Personal Data: As defined by Applicable Law.
• Sensitive Personal Information: Defined sensitive personal data categories.
• Service Addendum(a): Supplemental terms for specific Services.
• Service Data: Data collected from End Users by Yodelpop.
• Services: Yodelpop’s service offerings.
• Technology: Yodelpop’s proprietary technology.
• Term: Duration specified in the Quote, Subscription or Invoice.
  
  

2. Yodelpop Services

2.1 Access and Use: Yodelpop grants Customer a personal, non-exclusive, non-transferable right to access and use the Services during the Term, subject to payment and compliance with this Agreement.

2.2 Technical Requirements: Customer must comply with data collection notice requirements before using the Services.

2.3 Use Restrictions: Customer shall not:

1. Use the Services for any purpose other than internal business use.
2. Commercially exploit the Services.
3. Modify, disassemble, decompile, or reverse engineer any part of the Services.
4. Remove proprietary notices.
5. Introduce harmful code into the Services.
6. Use the Services in any manner that violates third-party rights, this Agreement, or Applicable Law.

2.4 Beta Versions and Trials: Yodelpop may offer Beta Versions or Trials of the Services, which are provided “AS-IS” and excluded from warranties and indemnities.

3. Customer Responsibilities

3.1 General: Customer is responsible for its use of the Services and Yodelpop Materials and compliance with this Agreement.

3.2 Accounts:

1. Ensure accuracy and security of account information.
2. Secure passwords and notify of breaches.

3.3 Customer Content: Customer is responsible for all Customer Content and grants Yodelpop a non-exclusive license to use it for providing the Services.

3.4 Use of Trademarks: Customer grants Yodelpop a limited right to use Customer’s trademarks for marketing purposes.

4. Payment Terms

4.1 Fees: Fees for Packages are specified in the Quote, Subscription or Invoice.

4.2 Payment Terms: Payment terms and conditions for Integrations and other services.

4.3 Taxes: Customer is responsible for all applicable taxes, excluding Yodelpop’s net income taxes.

4.4 Non-Payment:

1. Suspension or termination for non-payment.
2. Interest on overdue fees.
3. Set off liabilities owed by Customer against amounts owed by Yodelpop.

4.5 Billing Disputes: Must be submitted in writing within 30 days of the billing date.

5. Ownership and Intellectual Property Rights

5.1 Yodelpop Property: Yodelpop owns all rights to the Services, Service Data, Performance Reports, and Yodelpop Materials.

5.2 Customer Property: Customer owns all rights to Customer Content and CRM Data.

5.3 Feedback: Any feedback provided by Customer may be used by Yodelpop without compensation.

5.4 Third-Party Trademarks: Third-party trademarks are the property of their respective owners.

5.5 Third-Party Integrations: Use of third-party platforms may be subject to additional terms.

6. Data Privacy Obligations

6.1 General Obligations: Customer is responsible for obtaining consents and providing notices to End Users as required by Applicable Laws.

6.2 Consent, Privacy Notice, and Notice of Collection Obligations:

1. Consent Mechanism: Required for End Users from European Territories and other jurisdictions.
2. Privacy Notice: Must include data collection and usage disclosures, opt-out instructions, and a link to Yodelpop’s privacy notice.

6.3 Children: Prohibited from collecting data from children under 16.

6.4 Sensitive Personal Information: Prohibited from providing or collecting Sensitive Personal Information.

6.5 Suspension of Services: Yodelpop may suspend Services for non-compliance with privacy obligations.

7. Representations and Warranties

7.1 By Customer: Customer represents compliance with this Agreement and Applicable Laws.

7.2 By Yodelpop: Yodelpop represents the Services will be provided substantially in accordance with the Documentation.

8. Indemnification

8.1 Customer Indemnification: Customer will indemnify Yodelpop for claims arising from Customer’s use of the Services.

8.2 Yodelpop Indemnification: Yodelpop will indemnify Customer for claims that the Services infringe third-party rights.

8.3 Indemnification Process: Requires prompt notice and cooperation from the indemnified party.

9. Limitations on Liability

9.1 Disclaimer: Yodelpop disclaims all implied warranties, including merchantability and fitness for a particular purpose.

9.2 No Liability for Privacy Obligations: Yodelpop is not liable for Customer’s failure to comply with privacy obligations.

9.3 Disclaimer of Damages: Yodelpop is not liable for indirect, consequential, incidental, punitive, or special damages.

9.4 Cap on Liability: Yodelpop’s total liability is limited to the amount paid by Customer in the preceding 12 months.

9.5 Basis of the Bargain: These limitations are an essential element of the Agreement.

10. Term and Termination

10.1 Term and Renewal: The Agreement remains in effect during the Term specified in the Quote, Subscription or Invoice and renews automatically unless terminated.

10.2 Termination and Downgrades: Customer may terminate or downgrade by providing written notice as specified.

10.3 Termination for Cause: Either party may terminate for material breach or insolvency.

10.4 Suspension for Prohibited Acts: Yodelpop may suspend Services for prohibited acts by Customer.

10.5 Yodelpop’s Changes to the Services: Yodelpop may modify or discontinue Services without liability.

10.6 Post-Termination Obligations: Customer must pay accrued Fees, remove Yodelpop Technology, and disable third-party integrations.

10.7 Survival: Certain sections survive termination.

11. Confidentiality

Both parties must maintain the confidentiality of each other’s confidential information, using reasonable care to protect it.

12. Resolving Disputes

12.1 Contact Yodelpop First: Attempt to resolve disputes informally before filing a claim.

12.2 Venue: Dispute resolution venue.

12.3 Arbitration: Agreement to arbitrate claims.

12.4 Class Action Waiver: Disputes to be resolved on an individual basis.

12.5 Controlling Law: Governing law.

13. Miscellaneous

13.1 Assignment: Customer may not assign this Agreement without Yodelpop’s prior written consent. Any attempt to assign in violation of this section will be null and void.

13.2 Export Control Laws: The Services and Yodelpop Materials may be subject to United States export control laws, including the U.S. Export Administration Act or other import or export regulations in other countries. If applicable, Customer must comply with such regulations and is responsible for obtaining any related licenses.

13.3 Amendments: Yodelpop reserves the right to revise this Agreement and Services, and Customer’s rights and obligations are at all times subject to this Agreement then posted at [Yodelpop Terms of Service URL]. Customer is responsible for checking for updates online, and continued use

13.4 Amendments: Customer is responsible for checking for updates online, and continued use of the Services after an update constitutes acceptance of this Agreement.

13.5 Independent Parties: Yodelpop is an independent contractor and not an agent of Customer in the performance of this Agreement. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employment relationship between the parties.

13.6 Third-Party Beneficiaries: This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

13.7 Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding the Services and will supersede all prior agreements between the parties (including any non-disclosure agreement executed prior to this Agreement), whether written or oral. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of this Agreement.

13.8 Force Majeure: Yodelpop will not be liable for any delay or failure to perform as required by this Agreement because of any cause or condition beyond Yodelpop’s reasonable control, including but not limited to acts of God, natural disasters, government actions, war, civil unrest, acts of terror, labor conditions, power failures, and internet disturbances.

13.9 Severability: If any portion of this Agreement is held invalid or unenforceable, such invalidity or unenforceability will not affect the other provisions of this Agreement, which will remain in full force and effect, and the invalid or unenforceable portion will be given effect to the greatest extent possible.

13.10 Waiver: The failure of a party to require performance of any provision will not affect that party’s right to require performance at any time thereafter, nor will a waiver of any breach or default of this Agreement, or waiver of any provision of this Agreement, constitute a waiver of any subsequent breach or default or a waiver of the provision itself. All waivers must be in writing and signed by the party waiving its rights.

13.11 Third-Party Website Disclaimer: Links to third-party websites from the Services do not imply endorsement by Yodelpop of any products, services, or information presented therein, nor does Yodelpop warrant or otherwise guarantee the accuracy of the information contained on them. Yodelpop has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites.

13.12 Order of Precedence: In the event of a conflict or inconsistency between any of the terms of the following documents, the following order of precedence shall control: (a) uote, Subscription and/ or Invoice; (b) relevant Services Addendum; and (c) these Terms of Service.

13.13 Notice: Except as otherwise provided in this Agreement, all notices to Yodelpop must be delivered in writing by courier, certified or registered mail (postage prepaid and return receipt requested):

Yodelpop, Inc. 
570 Lake Cook Rd
Suite 3058
Deerfield, IL 60015

Notices to Customer will be sent to the email address on file and/or posted through the Services and are deemed effective when sent or posted.

13.14 Headings: The headings in this Agreement are for reference purposes only and do not affect the interpretation of this Agreement.

13.15 Governing Language: The governing language of this Agreement is English. Any translations of this Agreement are provided for convenience only.

13.16 Electronic Signatures: This Agreement and any Quote, Subscription and/ or Invoice may be executed and delivered by electronic means, and the parties consent to electronic signatures, which shall be considered binding.

13.17 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.