EULA Version – October 2022
You agree, individually and on behalf of any entity you represent, to be bound by this Yonder SaaS End User License Agreement either (i) by clicking the “accept” button when signing up as a licensed user for the Yonder SaaS Service; or (ii) by accessing and using the Yonder SaaS Service as described below.
1. Scope
The Yonder SaaS Service (defined below) is operated by Yonder Ltd. (“we,” “us” or “our”). This SaaS End User License Agreement (“EULA”) applies to and governs the use of the Yonder SaaS Services (defined below).
1.1 Yonder SaaS Service
Among other software-based solutions, we operate our cloud-accessible system of software identified as the Yonder SaaS Service. We provide access to the Yonder SaaS Service to the licensed end users of our customers.
This Agreement is incorporated into the Master Service Agreement (“MSA”) by and between us and our Customer responsible to pay us for the Yonder SaaS Service (“Customer”). In this EULA, we use “you” or “your” to refer to:
a) Customer’s employee or independent contractor (as the case may be) who is entering into this EULA to use the Yonder SaaS Service;
b) Customer’s client who is entering into this EULA to use the Yonder SaaS Service; or
c) the employee of such client who is entering into this EULA to use the Yonder SaaS Service, whichever the case may be.
By registering with, accessing or otherwise using the Yonder SaaS Services, you hereby agree to be bound by this EULA. If you use the Yonder SaaS Services in your role as an employee or agent of an entity (such as a corporation, company, partnership or other organization), you hereby represent, warrant and agree that:
a) you are duly authorized to enter into this EULA in your personal capacity and on behalf of such entity; and
b) this EULA will be binding on both you and such entity.
2. Registration and Access Credentials
To access the Yonder SaaS Services, you must use a user account issued by us to Customer (“User Account”). To access the User Account, you will be required to use Access Credentials (as defined below in Section 3 (i)).
You agree to:
a) provide accurate, current and complete user information about you as may be prompted by any registration forms in the Yonder SaaS Service;
b) maintain the security of the Access Credentials;
c) maintain and promptly update your user information, contact information and any other information you provide to us;
d) receive and promptly reply to communications from us electronically;
e) be fully responsible for your use of the User Account and any actions by others who have received the Access Credentials based on your acts or omissions; and
f) notify us immediately if you discover any use of the Access Credentials or SaaS Services that you did not authorize or that are in violation of this EULA.
3. Intellectual Property and Usage Restrictions
We own, control or have a license to the content made available by us via the Yonder SaaS Services, and all documentation and information provided by us that describes technical, functional or other aspects of the Yonder SaaS Services or Platform. Except for the right to use the Yonder SaaS Services, you will not receive any right or license (express, implied or otherwise) in or to any of our intellectual property and proprietary rights.
Subject to the terms and conditions of EULA, we hereby grant you a non-exclusive, non-assignable, non-transferable, non-sublicensable, personal, limited right to access and use the Yonder SaaS Service.
You agree not to – directly or indirectly (by causing or permitting others to) – copy, download, or reproduce the Yonder SaaS Services or any related software application or any component thereof except to the extent that:
a) we have designed portions of such application/component to be downloaded and installed onto any access devices; and
b) the User Account enables you to download such portions as described in the applicable documentation.
Further, you agree not to – directly or indirectly (by causing or permitting others to):
a) license, sublicense, sell, resell, market, lease, sublease, loan, rent, transfer, assign, distribute, display (except for your personal display on your access device), host, outsource, disclose, or make available or accessible to any third party, or otherwise commercially exploit any part of the Yonder SaaS Service or grant any right to access or use any part of the Yonder SaaS Service to any third party;
b) modify, adapt, or create derivative works of any part of the Yonder SaaS Service;
c) decompile, disassemble, decrypt, reduce to human-readable form, port, translate, localize, hack or reverse engineer any object code of any part of the Yonder SaaS Service or assemble or attempt to reverse engineer, reconstruct, identify, or discover any source code of any part of the Yonder SaaS Service, the structure, sequence, or organization of such source code or any algorithms, methods, or models contained therein;
d) access or use any part of the Yonder SaaS Service in order to build any software, product, or service that is competitive or similar to the Yonder SaaS Services or any portion thereof;
e) provide or submit through the Yonder SaaS Services, any data, information, computer code, content, media, works or material (collectively “Input”) containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs;
f) interfere with, disable, encumber, impede, or disrupt the integrity or performance of any Yonder SaaS Services, the data contained therein or part thereof;
g) attempt to gain unauthorized access to any part of the Yonder SaaS Service or its related systems or networks;
h) access, use, or copy any portion of the Yonder SaaS Service through the use of bots, spiders, Web crawlers, indexing agents, or other automated devices or mechanisms;
i) cause or enable any robot, bot, spider, scraper, wanderer, gatherer, harvester, site search/retrieval application or other automatic device, data processor, software module or process to:
penetrate, interact with or operate with any part of the Yonder SaaS Service;
conduct any step of any process managed by any part of the Yonder SaaS Service; or
extract, data mine, pull or retrieve any information or data from any part of the Yonder SaaS Service;
create any denial of service with respect to any part of the Yonder SaaS Service;
intercept the communications of any third party using the Yonder SaaS Service or falsify the origin of your or any end-user’s communications, or attempt to do any of the foregoing;
use the Yonder SaaS Services for any illegal or injurious purpose;
perform any automated, semi-automated, server-based, or software-driven testing of any part of the Yonder SaaS Service without our prior written consent, including functional evaluation, benchmark, vulnerability, performance, load, stress, and security testing;
bypass or circumvent any login credentials (including usernames and passwords), login information, license keys, access keys, physical and electronic keys, authentication steps, security codes or any other security controls of us or our affiliates or Suppliers (collectively “Access Credentials”);
access or use any part of the Yonder SaaS Service after the designated usage period.
4. Acceptable Use and Conduct
By submitting, providing or inputting any Input through the Yonder SaaS Service, you hereby agree and warrant that:
a) you have the authority and right to use the Input in connection with the Yonder SaaS Service for the purposes of this EULA;
b) the owner of the Input (if not you) has granted to you, a non-exclusive license (sublicensable to us and our affiliates and Suppliers) to use, process, store, transmit, possess, copy, reproduce and create derivative works of the Input for the purposes of the provision of the Yonder SaaS Service; and
c) you are solely responsible for the accuracy, completeness and truthfulness of the Input.
You agree to use the Yonder SaaS Service only for the purposes intended and as permitted by this EULA, and applicable laws, regulations and generally accepted online practices and industry guidelines.
You agree not to – directly or indirectly – engage in any inappropriate conduct in connection with your use of the Yonder SaaS Service, including:
a) uploading, posting, submitting, sharing or otherwise distributing any content that infringes upon any intellectual property right of any party or contains any type of unauthorized or unsolicited advertising;
b) violating applicable law, violating the rights of any person, engaging in behaviour that is illegal, threatening, defamatory, abusive, harassing, intimidating, fraudulent, deceptive, invasive, racist, sexist, hateful or offensive;
c) distributing content that contains any type of suggestive, inappropriate, or explicit language or images;
d) disrupting or interfering with the Yonder SaaS Service or their operation or availability, or altering or tampering with any part of the Yonder SaaS Service;
e) taking any action that imposes or may impose, in our sole and exclusive discretion, an unreasonable or disproportionately large burden on the Yonder SaaS Service;
f) bypassing any measures, we may use to present or restrict access to the Yonder SaaS Service, or otherwise attempting (by any means) to gain access to data or information that you are not entitled to access;
g) importing, inputting, or transmitting any data that is unlawful to be exported or transmitted without a prior written authorization or export license from the applicable governmental entity; or
h) importing, inputting or transmitting any data in violation of any license agreement, contract or third party right.
5. Monitoring
We may monitor your use of and access to the Yonder SaaS Service to ensure compliance with this EULA and any other applicable rules, policies, deadlines and instructions. By using the Yonder SaaS Service, you expressly consent to such monitoring. To the extent permitted by applicable law, we may electronically track and monitor your activities conducted on access devices while using the Yonder SaaS Service. If such monitoring reveals possible criminal or unlawful activity or unauthorized use of the Yonder SaaS Service, we may take appropriate technical or legal actions.
6. Warranty Waiver and Limitation of Liability
You hereby represent and warrant that:
a) all information provided by you to us in connection with the Yonder SaaS Service, any User Account or this EULA is and will be true and accurate;
b) you have the right to provide the Input for processing by the Yonder SaaS Service and storage in the Platform; and
c) you have the right to enter into this EULA on your behalf and behalf of any entity for which you perform work or services through use of the Yonder SaaS Service.
Yonder’s warranties and liabilities are limited to those explicitly given to the Customer in the MSA.
7. Indemnification
You hereby release, waive, defend, indemnify and hold harmless, us, and our affiliates’ respective officers, directors, employees, agents, licensors, suppliers and contractors from and against any loss, liability, claim, lawsuit, proceeding, demand, damages, costs, recoveries, and expenses, including reasonable attorney’s fees, arising from or relating to:
a) your access to or use of the Yonder SaaS Service;
b) your Input;
c) any unauthorized access by any person or entity to any part of the Yonder SaaS Service caused by your handling or mishandling of any Access Credentials;
d) your violation of applicable law or violation of the right of any person or entity;
e) your negligence or wrongdoing (intentional or otherwise); or
f) your breach of any warranty, representation, or obligation in this EULA.
8. Term and Termination
The term of this EULA will begin upon the earlier of: (a) your clicking of the “accept,” button; or (b) your accessing of or use of the Yonder SaaS Service (“Effective Date”). The term of this EULA will continue from the Effective Date until the earlier of the termination of the MSA, the termination of your User Account, and our suspension or termination of the Yonder SaaS Service in accordance with the MSA or this EULA (“Usage Period”). The term of this EULA will automatically terminate at the end of the Usage Period.
Before the Usage Period expires, we may immediately terminate, suspend or limit the Usage Period (or this EULA entirely) if:
a) you breach any terms of this EULA;
b) we suspect that you have infringed upon the rights of any third party, violated this EULA, or engaged in any wrongdoing; or
c) we conclude that such termination, suspension or limitation is necessary to maintain the security or integrity of the Yonder SaaS Service, or to prevent misuse of any part of the Yonder SaaS Service.
9. Miscellaneous
Our rights under Sections 3, 4, 6, and 7 3, together with all other provisions which, by their terms, contemplate survival. will survive the termination or expiration of this EULA, and your obligations and restrictions thereunder will survive the termination or expiration of this EULA. Furthermore, the rights and obligations under the following provisions of this EULA will survive the termination or expiration of this EULA:
You will not assign this EULA, in whole or in part, to any third party. Any purported assignment in violation of this Section will be null and void.
If any part or provision of this EULA is found to be unenforceable under applicable law, such part or provision will be modified to make this EULA, as modified, legal and enforceable.
This EULA will be governed by the substantive laws of Switzerland without giving effect to any conflict of laws principles and the United Nations Convention on the International Sale of Goods (CISG). The exclusive place of jurisdiction is Zürich (City), Switzerland, however, Yonder may choose as alternative place of jurisdiction any competent court of justice worldwide.
In the event of a conflict between the terms of this EULA and the terms of the MSA, the terms of the MSA will control and prevail.