Effective Date: January 31, 2018
Thanks for using Youlinked's products and services.
Youlinked provides services based on surveys and evaluations about human values.
You indicate your agreement to these Terms by clicking or tapping on a button indicating your acceptance of these Terms, by executing a document that references them, or by using the Services.
If you will be using the Services on behalf of an organization, you agree to these Terms on behalf of that organization and you represent that you have the authority to do so. In such case, "you" and "your" will refer to that organization.
1. Fees and Payments
1.1. Fees for Services.You agree to pay to Youlinked any fees for each Service you purchase or use (including any overage fees), in accordance with the pricing and payment terms presented to you for that Service. Where applicable, you will be billed using the billing method you select through your account management page. Fees paid by you are non-refundable, except as provided in these Terms or when required by law.
1.2. Subscriptions.Some of our Services are billed on a subscription basis (we call these "Subscriptions"). This means that you will be billed in advance on a recurring, periodic basis (each period is called a "billing cycle"). Billing cycles are typically monthly or annual, depending on what subscription plan you select when purchasing a Subscription. Your Subscription will automatically renew at the end of each billing cycle unless you downgrade to a free plan through your online account management page, or by contacting our customer support team by email email@example.com and formally request your plan change request. You may change your subscription to a free plan at any time, in which case the balance for the unused period will be held as credit to be discounted in future charges.
1.3. Price Changes.For Services billed on a subscription basis, Youlinked may change the fees charged at any time and the difference in value for the period between the change date and the end of the billing cycle will become effective immediately. In case of an increase, the difference will be charged immediately. In case of reduction, the difference will be deducted from the next billing cycle. Youlinked will provide you with 1 month in advance a prior written notice by e-mail of any change in fees to give you an opportunity to change your Subscription before the change becomes effective.
2.1. Privacy.In the course of using the Services, you may submit content to Youlinked (including your personal data and the personal data of others), or third parties may submit content to you through the Services (your "Content"). We know that by giving us your Content, you are trusting us to treat it appropriately.
2.2. Confidentiality.A Youlinked will treat your Content as confidential information and only use and disclose it in accordance with these Terms (including our privacy policies). However, your Content is not regarded as confidential information if such Content: (a) is or becomes public (other than through breach of these Terms by Youlinked); (b) was lawfully known to Youlinked before receiving it from you; (c) is received by Youlinked from a third party without knowledge of breach of any obligation owed to you; or (d) was independently developed by Youlinked without reference to your Content. Youlinked may disclose your Content when required by law or legal process, but only after Youlinked, challenge the requirement to disclose.
2.3. Security.Youlinked will store and process your Content in a manner consistent with industry security standards. A Youlinked has implemented appropriate technical, organizational, and administrative systems, policies, and procedures designed to help ensure the security, integrity, and confidentiality of your Content and to mitigate the risk of unauthorized access to or use of your Content.
3. Your Content
3.1. You Retain Ownership of Your Content.You retain ownership of all of your intellectual property rights in your Content. Youlinked does not claim ownership over any of your Content. These Terms do not grant us any licenses or rights to your Content except for the limited rights needed for us to provide the Services, and as otherwise described in these Terms.
3.2. Limited License to Your Content.You grant Youlinked a worldwide, royalty free license to use, reproduce, distribute, modify, adapt, create derivative works, make publicly available, and otherwise exploit your Content, but only for the limited purposes of providing the Services to you and as otherwise permitted by Youlinked's privacy policies. This license for such limited purposes continues even after you stop using our Services, with respect to aggregate and de-identified data derived from your Content and any residual backup copies of your Content made in the ordinary course of Youlinked's business. This license also extends to any trusted third parties we work with to the extent necessary to provide the Services to you. If you provide Youlinked with feedback about the Services, we may use your feedback without any obligation to you.
3.3. Customer Lists.Youlinked may identify you (by name and logo) as a Youlinked customer on Youlinked's website and on other promotional materials.
3.4. Copyright and Intellectual Property Claims.Youlinked respects the intellectual property rights of others, and we expect our users to do the same. If you believe a Youlinked user is infringing upon your copyright or intellectual property rights you may report it by email firstname.lastname@example.org.
4. Youlinked Intellectual Property
4.1. Youlinked Intellectual Property.Neither these Terms nor your use of the Services grants you ownership in the Services or the content you access through the Services (other than your Content). These Terms do not grant you any right to use Youlinked trademarks or other brand elements.
5. User Content
5.1. User Content.The Services display content provided by others that is not owned by Youlinked. Such content is the sole responsibility of the entity that makes it available. Correspondingly, you are responsible for your own Content and you must ensure that you have all the rights and permissions needed to use that Content in connection with the Services. Youlinked is not responsible for any actions you take with respect to your Content, including sharing it publicly. Please do not use content from the Services unless you have first obtained the permission of its owner, or are otherwise authorized by law to do so.
5.2. Content Review.You acknowledge that, in order to ensure compliance with legal obligations, Youlinked may be required to review certain content submitted to the Services to determine whether it is illegal or whether it violates these Terms (such as when unlawful content is reported to us). We may also modify, prevent access to, delete, or refuse to display content that we believe violates the law or these Terms. However, Youlinked otherwise has no obligation to monitor or review any content submitted to the Services.
5.3. Third Party Resources.Youlinked may publish links in its Services to internet websites maintained by third parties. Youlinked does not represent that it has reviewed such third party websites and is not responsible for them or any content appearing on them. Trademarks displayed in conjunction with the Services are the property of their respective owners.
6. Account Management
6.1. Keep Your Password Secure.If you have been issued an account by Youlinked in connection with your use of the Services, you are responsible for safeguarding your password and any other credentials used to access that account. You, and not Youlinked, are responsible for any activity occurring in your account (other than activity that Youlinked is directly responsible for which is not performed in accordance with your instructions), whether or not you authorized that activity. If you become aware of any unauthorized access to your account, you should notify Youlinked immediately. Accounts may not be shared and may only be used by one individual per account.
6.2. Keep Your Details Accurate.Youlinked occasionally sends notices to the email address registered with your account. You must keep your email address and, where applicable, your contact details and payment details associated with your account current and accurate. Accounts are controlled by the entity whose email address is registered with the account.
6.3. Account Inactivity.Youlinked may terminate your account and delete any content contained in it if there is no account activity (such as a log in event or payment) for over 12 months. However, we will attempt to warn you by email before terminating your account to provide you with an opportunity to log in to your account so that it remains active.
6.4. Customer Success.Youlinked may assign you a customer relationship manager, who may review your use of the Services and your Content to help you to more effectively use the Services, including by providing reporting and usage insight.
7. User Requirements
7.1. Legal Status.If you are an individual, you may only use the Service if you have the power to form a contract with Youlinked. None of the Services are intended for use by individuals less than 18 years old. If you are under 18 years old or do not have the power to form a contract with Youlinked, you may not use the Services. We recommend that parents and guardians directly supervise any use of the Services by minors. If you are not an individual, you warrant that you are validly formed and existing under the laws of your jurisdiction of formation, that you have full power and authority to enter into these Terms, and that you have duly authorized your agent to bind you to these Terms. You represent and warrant that you will comply with all laws and regulations applicable to your use of the Services.
8. Acceptable Uses
8.1. Legal Compliance.You must use the Services in compliance with, and only as permitted by, applicable law.
8.2. Your Responsibilities.You are responsible for your conduct, Content, and communications with others while using the Services. You must comply with the following requirements when using the Services:
(a) You may not purchase, use, or access the Services for the purpose of building a competitive product or service or for any other competitive purposes.
(b) You may not misuse our Services by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions that we provide.
(c) You may not circumvent or attempt to circumvent any limitations that Youlinked imposes on your account (such as by opening up a new account to conduct a project that we have closed for a Terms violation).
(d) Unless authorized by Youlinked in writing, you may not probe, scan, or test the vulnerability of any Youlinked system or network.
(e) Unless authorized by Youlinked in writing, you may not use any automated system or software to extract or scrape data from the websites or other interfaces through which we make our Services available.
(f) Unless permitted by applicable law, you may not deny others access to, or reverse engineer, the Services, or attempt to do so.
(g) You may not transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services.
(h) You may not engage in abusive or excessive usage of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other users. Youlinked will endeavor to notify you of any abusive or excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to Youlinked.
(i) You may not use the Services to infringe the intellectual property rights of others, or to commit an unlawful activity. For example, you may not use the Services to collect, protect, or otherwise administer third-party information relating to organizations, brands, products or services, without their prior authorization.
(j) Unless authorized by Youlinked in writing, you may not resell or lease the Services.
(k) If your use of the Services requires you to comply with industry-specific regulations applicable to such use, you will be solely responsible for such compliance, unless Youlinked has agreed with you otherwise. You may not use the Services in a way that would subject Youlinked to those industry-specific regulations without obtaining Youlinked's prior written agreement.
9. Suspension and Termination of Services
9.1. By You.If you terminate a Subscription in the middle of a billing cycle, you will not receive a refund for any period of time you did not use in that billing cycle unless you are terminating these Terms for any of the following reasons: (a) we have materially breached these Terms and failed to cure that breach within 30 days after you have so notified us in writing; or (b) a refund is required by law.
9.2. By Youlinked.Youlinked may terminate your Subscription at the end of a billing cycle by providing at least 30 days' prior written notice to you. Youlinked may terminate your Subscription for any reason by providing at least 90 days' written notice to you and will provide a pro rata refund for any period of time you did not use in that billing cycle. Youlinked may suspend performance or terminate your Subscription for any of the following reasons: (a) you have materially breached these Terms and failed to cure that breach within 30 days after Youlinked has so notified you in writing; (b) you cease your business operations or become subject to insolvency proceedings and the proceedings are not dismissed within 90 days; or (c) you fail to pay fees for 30 days past the due date. Additionally, Youlinked may limit or suspend the Services to you if you fail to comply with these Terms, or if you use the Services in a way that causes legal liability to us or disrupts others' use of the Services. Youlinked may also suspend providing the Services to you if we are investigating suspected misconduct by you. If we limit, suspend, or terminate the Services you receive, we will endeavor to give you advance notice. However, there may be time sensitive situations where Youlinked may decide that we need to take immediate action without notice. Youlinked will use commercially reasonable efforts to narrow the scope and duration of any limitation or suspension under this Section as is needed to resolve the issue that prompted such action. Youlinked has no obligation to retain your Content upon termination of the applicable Service.
9.3. Further Measures.If Youlinked stops providing the Services to you because you repeatedly or egregiously breach these Terms, Youlinked may take measures to prevent the further use of the Services by you, including blocking your IP address.
10. Changes and Updates
10.1. Changes to Terms.Youlinked may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Services, and to account for new Services or functionality. The most current version will always be posted on the Youlinked website. If an amendment is material, as determined in Youlinked's sole discretion, Youlinked will notify you by email. Notice of amendments may also be posted to Youlinked's blog or upon your login to your account. Changes will be effective no sooner than the day they are publicly posted. In order for certain changes to become effective, applicable law may require Youlinked to obtain your consent to such changes, or to provide you with sufficient advance notice of them. If you do not want to agree to any changes made to the terms for a Service, you should stop using that Service, because by continuing to use the Services you indicate your agreement to be bound by the updated terms.
10.2. Changes to Services.Youlinked constantly changes and improves the Services. Youlinked may add, alter, or remove functionality from a Service at any time without prior notice. Youlinked may also limit, suspend, or discontinue a Service at its discretion. If Youlinked discontinues a Service, we will give you reasonable advance notice. Youlinked may remove content from the Services at any time in our sole discretion, although we will endeavor to notify you before we do that if it materially impacts you and if practicable under the circumstances.
11. Disclaimers and Limitations of Liability
11.1. Disclaimers.While it is in Youlinked's interest to provide you with a great experience when using the Services, there are certain things we do not promise about them. We try to keep our online Services up, but they may be unavailable from time to time for various reasons. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS" AND YOULINKED DOES NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR ANY REPRESENTATIONS REGARDING AVAILABILITY, RELIABILITY, OR ACCURACY OF THE SERVICES
11.2. Exclusion of Certain Liability.TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOULINKED, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR (A) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS, AND WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF YOULINKED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
11.3. Limitation of Liability.TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF EACH OF YOULINKED, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO YOULINKED FOR USE OF THE SERVICES AT ISSUE DURING THE 3 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.
11.4. Consumers.We acknowledge that the laws of certain jurisdictions provide legal rights to consumers that may not be overridden by contract or waived by those consumers. If you are such a consumer, nothing in these Terms limits any of those consumer rights.
11.5. Businesses.If you are a business, you will indemnify and hold harmless Youlinked and its affiliates, officers, agents, and employees from all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of a third party claim regarding or in connection with your or your end users' use of the Services or breach of these Terms, to the extent that such liabilities, damages and costs were caused by you or your end users.
12. Contracting Entity
12.1. Who you are contracting with.Unless otherwise specified in relation to a particular Service, the Services are provided by, and you are contracting with, Youlinked Tecnologia S.A.
12.2. Youlinked Tecnologia S.A.For any Service provided by Youlinked Tecnologia S.A., the following provisions will apply to any terms governing that Service:
- Contracting Entity. References to "Youlinked", "we", "us", and "our" are references to Youlinked Tecnologia S.A., located at Rua Ataliba de Barros, No. 182, Sala 605, Rossi Business, Bairro São Mateus, Juiz de Fora - MG, Brazil, CEP 36025-275.
- Governing Law. Those terms are governed by the laws of Brazil (without regard to its conflicts of laws provisions).
- Jurisdiction. Except if prohibited by applicable law, in relation to any legal action or proceedings to enforce those terms or arising out of or in connection with those terms, each party irrevocably submits to the exclusive jurisdiction of the courts of the city of Juiz de Fora, Minas Gerais, Brazil.