MYTIME BY YELLOW PAGES SERVICE – GENERAL TERMS AND CONDITIONS
1.1. The SaaS Solution Agreement is subject to these terms and conditions.
1.2. Yellow Pages Digital & Media Solutions Limited or one of its affiliates ("YP") offers to the client, who subscribes to same, the MyTime™ by Yellow Pages™ Service (the “Service”) described in the SaaS Solution Agreement for the indicated Monthly Fees and One-Time Fees and pursuant to the current terms and conditions and, if applicable, any appendix hereto.
1.3. By entering into this SaaS Solution Agreement, the client grants YP a non-exclusive, perpetual, irrevocable, transferable, sublicensable, worldwide license to use, copy, distribute, transmit, and display any information YP collects through the Service or from the client’s publicly available website and the client's name, logo, trademarks, products and services descriptions and pricing, menus, business information, contact information, hours of operations, and any photographs, graphics, artwork, text and other content related to the client’s business provided or specified by the client (the "Content") in connection with the Service.
1.4. YP may promote the Content through a variety of online and offline channels, such as advertising, promotion mediums, social media accounts, search engines, email distribution lists, YP’s network of websites and mobile applications, email newsletters, third-party marketplaces or business partner websites or mobile applications.
1.5. By using the Service, the client agrees to be bound by Melian Labs, Inc.’s End User Terms of Service available at http://www.mytime.com/terms.
The client will comply with stipulated product fulfillment timelines and provide YP all Content and other information as may be reasonably required to fulfill its obligation under the SaaS Solution Agreement. Should the client not provide all Content and other information required or fail to comply with stipulated product fulfillment timelines, YP, after reasonable effort to communicate with the client, may begin billing client the Monthly Fees and provide the Service on an “as is” basis.
3/ APPROVAL OF THE CLIENT'S CREDIT
The client acknowledges that this SaaS Solution Agreement is strictly conditional upon YP's approval of the client's credit. The client therefore authorizes YP to conduct all usual enquiries with third parties regarding the client's solvency and credit and to record in the client's file and disclose to third parties information regarding the client's credit. YP may cancel this SaaS Solution Agreement if it deems, at its sole discretion, that the client's credit is not satisfactory. In addition, if in YP’s opinion the client represents a financial risk, YP may request any guarantee it considers reasonable.
4/ PAYMENT AND BILLING CYCLE
4.1. The Monthly Fees for the first month following the Service’s start date and, if applicable, the One-Time Fees will be charged to the client’s credit card on the subscription date indicated on the upper right corner of the SaaS Solution Agreement.
4.2. All other Monthly Fees payable under this SaaS Solution Agreement will be payable monthly, in advance, by pre-authorized payment charged to the client’s credit card or debited from the client’s account, using the payment information provided by the client. The client may also elect to pay in advance all Monthly Fees for the Service payable under this SaaS Solution Agreement as a One-Time Fee.
4.3. The client has the sole responsibility to update its payment information (such as credit card number or expiration date) or by calling 1-833-8MYTIME (or 1-833-869-8463) and remains responsible for any uncollected payments. In addition, an interest rate of 1.25% per month compounded monthly (16.07% per year) applies to any amount remaining unpaid after the due date.
4.4. An administrative charge of $25 will be charged to the client for any payment refused as a result of incorrect or expired payment information or insufficient funds, or for any payment refused by the client’s issuing institution or financial institution.
4.5. The Monthly Fees payable under this SaaS Solution Agreement may be increased annually by YP, in accordance with its standard practices. The client agrees to pay YP the increased Monthly Fees upon receipt of a notice of increase from YP.
5.1. Upon subscribing to the Service, the client shall schedule one (1) initial setup appointment and two (2) follow-up appointments. Such appointments shall be within the period of fourteen (14) days following the subscription date indicated on the upper right corner of the SaaS Solution Agreement.
5.2. The client may re-schedule an appointment at least twenty-four (24) hours prior to the scheduled date for such appointment. If the client re-schedules or cancels an appointment less than twenty-four (24) hours prior to the scheduled date for such appointment or fails to attend such appointment, an administrative charge of $30 will be charged to the client.
6.1. The Scheduler is a subscription-based, comprehensive online scheduling and customer records management tool for merchants, including creating and modifying appointments for their customers regardless of whether or not they were booked through the Service. The Scheduler allows the client to place, accept, conclude, keep records of, manage and fulfill orders for the provision of products and services online. The Scheduler also allows the client to create customer records, notes, and communicate and chat with its customers. The client’s customers using the Scheduler can make and edit appointments directly through the YP’s network of websites and mobile applications by signing up to YP.
6.2. The client acknowledges that YP is not involved in the actual transactions between the client and the client’s customers and the contracts formed at the completion of any transactions, and all liabilities, duties and obligations in connection therefrom, are solely between the client and the client’s customers. For greater certainty, YP neither represents either the client or the client’s customers in any transactions, nor does it control – and is not liable to or responsible for – the quality, safety, lawfulness or availability of the client’s products or services offered through the Service, or the ability or inability of the client to complete a sale or the ability of the client’s customers to complete a purchase. The client acknowledges and agrees that it is fully assuming the risks of conducting any purchase and sale transactions in connection with using the Service, and that it is fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to products and services that are the subject of transactions using the Service. The client agrees that YP shall not be liable or responsible for any damages, claims, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise as a result of or in connection with any of the foregoing risks.
6.3. The client is solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of the Service including, without limitation, terms regarding payment, cancellations, fees, and taxes.
6.4. The client agrees to provide all information and materials as may be reasonably required by YP in connection with the transactions it concludes on, through or as a result of use of the Service. YP has the right to suspend or terminate the client’s account if the client fails to provide the required information and materials on a timely basis.
6.5. In the event that any user has a dispute with any party to a transaction, the client agrees to release and indemnify YP, its agents, affiliates, licensors, directors, officers and employees, from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction.
6.6. YP may access the client’s calendar and the client’s customers contact information for the following purposes: (a) to determine the client's availability and appointment time preferences, and to write appointments and update customer data in the client’s calendar or Customer Relationship Management (CRM) system; (b) unless the client opts-out of this option, to market to those customers on the client's behalf; and (c) to import customer data including customer names, appointment history, past services purchased, historical revenue and customer contact information such as email and phone number, with client’s consent.
6.7. If the client’s customer is not currently a YP user, but creates a YP account in order to use the Service, including booking an appointment or setting appointment reminders, such customer becomes a shared customer of both YP and the client, and YP may contact such customer without restriction about services offered by YP or other YP clients.
7/ TERM AND TERMINATION
7.1. The term for the Service starts as of the Service’s start date and continues for the number of months indicated on the SaaS Solution Agreement (each an “Initial Term”).
7.2. At the expiration of the applicable Initial Term, the SaaS Solution Agreement for each Service automatically renews for consecutive subsequent renewal terms equal in length to the applicable Initial Term (each a “Renewal Term”), unless the client gives YP a notice of non-renewal, in writing or by calling 1-833-8MYTIME (or 1-833-869-8463), at least 1 month before the end of the applicable Initial Term or any Renewal Term.
7.3. In the event the client terminates a Service prior to the expiration of the applicable Initial Term or Renewal Term, the client will pay an early-termination indemnity equivalent to the Monthly Fees applicable for such terminated Service multiplied by the number of months remaining to the applicable Initial Term or Renewal Term. The Service may not be downgraded prior to the expiration of the Initial Term or Renewal Term.
7.4. YP may terminate the Service provided hereunder (or any portion thereof) at any time for any reason by providing the client with a 1 month written notice. As liquidated damages, YP will reimburse to the client all Monthly Fees paid in advance by the client for such terminated Service applicable to any period following the effective date of termination.
8.1. The client will be in default of this SaaS Solution Agreement should any one of the following occur: (a) the client does not pay the Monthly Fees due pursuant to this SaaS Solution Agreement; (b) the client ceases doing business; (c) the client infringes or otherwise violates any intellectual property rights of YP related to the Service; or (d) fails to comply with these terms and conditions (hereinafter collectively referred to as a "Default");
8.2. On the occurrence of any Default, YP may terminate this SaaS Solution Agreement or the Service (or any portion thereof) immediately. Furthermore, all Monthly Fees payable under this SaaS Solution Agreement or any terminated Service (as applicable) will become immediately due and payable to YP as liquidated damages.
9/ NO REPRESENTATIONS BY YP; NO WARRANTY OF SUCCESS FOR THE CLIENT
9.1. The Service is provided on an "as is" and "as available" basis. The use of the Service is at the client’s own risk. To the maximum extent permitted by applicable law, the Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from YP, Melian Labs, Inc. or through the Service will create any warranty not expressly stated herein. Without limiting the foregoing, YP, its subsidiaries, its affiliates, and its licensors do not warrant that the content is accurate, reliable or correct; that the Service will meet the client’s requirements; that the Service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Service is downloaded at the client’s own risk and the client will be solely responsible for any damage to its computer system or mobile device or loss of data that results from such download or the client’s use of the Service.
9.2. The client acknowledges that, in order to promote the Service, YP may convey data, including statistics, estimates of performance or other types of information, which illustrate the results obtained by certain YP clients, or average results obtained by certain groups of YP clients. YP declares that such data is, to the best of its knowledge, accurate and that said data has been obtained from credible and independent sources. In addition, such data is conveyed solely for informational purposes, that YP does not conduct any analysis regarding the client's business and that consequently, the results obtained by the client may vary considerably from client to client. The client also acknowledges that YP does not give any assurance or warranty as to any particular results or success for the client in connection with this SaaS Solution Agreement and the Service.
10/ THIRD PARTY CONTENT
The client acknowledges and agrees that YP may aggregate, display and distribute third party content related to the client, as well as distribute the Content to third party partners of YP. Further, the client acknowledges and agrees that YP will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with third party content or the distribution of Content to third party partners. The client releases YP from any liability with respect to third party content or the distribution of Content to third party partners.
11/ CLIENT'S WARRANTY
The client warrants that it holds all permits or licenses which may be advertised, including any license to practice issued by any professional or other regulatory body exercising its jurisdiction over the client's activities. The client further warrants that it holds all the rights to use Content in accordance with this SaaS Solution Agreement and that such use does not violate any provision of any law or statute, including the Trademarks Act, the Copyright Act and any other law or statute relating to intellectual property.
12/ LIMITATIONS AND EXCLUSIONS
12.1. The client acknowledges that YP provides a very large number of services and those errors may thus occur. YP cannot provide the Service, on an economic basis, without the benefit of a limitation of liability clause. Consequently, the client also acknowledges that such a limitation of liability clause is a material basis of this SaaS Solution Agreement, that such a limitation of liability constitutes an essential consideration of YP's undertaking to offer the Service for the Monthly Fees agreed upon.
12.2. In no event will YP’s total aggregate liability arising out of or in connection with this SaaS Solution Agreement or the Service be greater the sum of the Monthly Fees actually paid by the client under this SaaS Solution Agreement during the period of 12 months immediately preceding the event giving rise to YP’s liability. YP will not in any event be liable to the client for third-party damages or claims, or for special, punitive, consequential or indirect damages.
12.3. The client must notify YP of any error or omission in the Service within forty-five (45) days following the Service’s start date. Should the client not notify YP within said notice period, the client forfeits all rights related to such error or omission.
13/ MODIFICATIONS TO THIS CONTRACT BY YP
The client acknowledges that YP may, from time to time, update these terms and conditions and the Service. YP may modify the Service if said modification is to the advantage of the client or such modification does not substantially affect the rights and obligations of the client. The client is bound by any such modifications from the moment the client receives a notice to that effect. The current version of the terms and conditions can be found at http://mytime.ca/terms-and-conditions or obtained by calling 1-833-8MYTIME (or 1-833-869-8463).
YP may assign this SaaS Solution Agreement or any of its obligations and any payment due under it to a third party without prior written consent from the client. The client may not assign this SaaS Solution Agreement without YP's prior written consent. If the client sells its business or its assets, then the client will promptly notify YP and YP may consent to the assignment
15/ YP'S TRADEMARKS AND PROPERTY OF THE SERVICES
The client acknowledges that it is not authorized to use YP's name or any of its trademarks without the prior written consent of YP. As between the parties, the client also acknowledges that YP owns the intellectual property rights related to the Service.
16/ PRIVACY PROVISIONS
This SaaS Solution Agreement is governed by the laws applicable in the Canadian province where it is entered into.
The parties acknowledge that they have requested that this SaaS Solution Agreement and these terms and conditions be drafted in the English language. Les parties reconnaissent avoir exigé que cette entente de publicité ainsi que ces conditions et modalités soient rédigées en langue anglaise.