Terms and Conditions

Terms and Conditions

USER AGREEMENT, PRIVACY POLICY AND TERMS & CONDITIONS

The following User Agreement, Privacy Policy and Terms & Conditions (collectively, the “Agreement”) governs the use of www.yappn.com (“Yappn”, “We”, “Our” or  the “Company”), including but without limitation to, participation in its chats, boards, forums and any/all other areas as provided by Yappn, (collectively the “Website”,  “Service” or “Services”).

Where the Company has provided you with a translation of the English language version of this Agreement, you agree that the translation is provided for your convenience only and that the English language version of this Agreement will govern your relationship with the Company.  If there is any contradiction between what the English language version of this Agreement say and what a translation says, then the English language version shall take precedence.

Your registration with Yappn in any respect constitutes your full agreement with this User Agreement, Privacy Policy and Terms & Conditions and any modifications that may be made to this Agreement in the future.  Please check back often to familiarize yourself with any changes that may be made.  Failure to adhere to the terms of this Agreement will constitute your ejection from all areas of the Website.

ELIGIBILITY

You must be 13 years of age or older to visit and/or use any portion of this Website in any manner. By visiting or accessing any part of Yappn or accepting this User Agreement, Privacy Policy and Terms & Conditions, which the user must do in order to complete their registration, you represent and warrant that you are 13 years of age or older, and that you have the right, authority and capacity to agree to and abide by this Agreement. You also represent and warrant that you will use this Website in a manner consistent with any and all applicable laws and regulations.

In order to access the Website, you may be required to provide information about yourself as part of the registration process for the Services, or as part of your continued use of the Services.  You agree that any registration information you give to the Company will always be accurate, correct and up to date.

You agree to use the Services only for purposes that are permitted by this Agreement and any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from Canada or other relevant countries).

You agree not to access (or attempt to access) the Website or any of the Services by any means other than through the interface that is provided by Yappn, unless you have been specifically allowed to do so in a separate agreement with Yappn.  You specifically agree not to access (or attempt to access) the Website or any of the Services through any automated means (including use of scripts, web crawlers or bots) and shall ensure that you will comply with this Agreement in full.

You agree that you will not engage in any activity that interferes with or disrupts the Website or the servers and networks which are connected to the Website.

Unless you have been specifically permitted to do so in a separate agreement with Yappn, you agree that you will not reproduce, duplicate, copy, sell or resell the Services for any purposes.

You agree that you are solely responsible for (and that Yappn has no responsibility to you or to any third party for) any breach of your obligations under this Agreement and for the consequences (including any loss or damage which you, Yappn or any third party may suffer) from any such breach.

YOUR PASSWORDS AND ACCOUNT SECURITY

You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with your account used to access the Website and accordingly, you agree that you will be solely responsible to Yappn for all activities that occur under your account.  If you become aware of any unauthorized use of your password or of your account, you agree to notify Yappn immediately at http://www.yappn.com/contact

RIVACY AND SHARING YOUR PERSONAL DATA

Yappn collects a limited amount of personal information from you to facilitate your Website registration. Yappn may also retain the content of your communications, posts, chats, conversation and any other form of information exchange (“user content”) however Yappn will not rent, trade, barter, sell, make available, transfer, provide or disclose your personal information and user content to any third party organizations without your permission except in certain limited circumstances:

  1. We may be obliged under certain laws or by court orders from competent authorities to transfer your personal data, communications and/or traffic data without your permission or prior knowledge.  The Company may receive requests from state, provincial or federal law enforcement organizations or a court or another authority or regulatory agency with appropriate jurisdiction to retain or provide personal data, and/or traffic data and/or communications content.  We will provide this data and any assistance needed in order to fulfill the request.
  2. In order to efficiently provide the Service(s) that you have or may request from the Company or to assist the Company with policing and preventing fraud, it may be necessary to share your personal and traffic data with vendors or other service providers, partners, carriers or distributors.  The Company requires that all third party organizations take appropriate measures and observe all relevant legislation in the jurisdiction/area they operate in to protect your personal and traffic data.
  3. In the event that Yappn, its parent company or any of its affiliates acquires a similar operating business or is acquired by another business organization, personal information of Yappn’s users will generally be considered an asset and will be subject to transfer to a third party as part of the transaction.  Yappn reserves the right to include all user information as part of any such transaction.
  4. Yappn reserves the right to share aggregated and anonymous information with third parties for marketing, research or for any other purpose.

The Company may access or disclose information about you, including the content of your communications in order to: (a) comply with the law or respond to lawful requests or legal process; (b) protect the rights or property of the Company or Our customers and users, including the enforcement of Our Agreements governing your use of Service; or (c) when We believe such access or disclosure is necessary to protect the personal safety of the Company, its employees, customers or the public.

VOLUNTARY DISCLOSURES

Yappn cannot and will not ensure or provide privacy or security for any information you voluntarily provide through your use of chats, boards, forums and any/all other areas as provided by Yappn.  Additionally, We cannot and will not ensure or provide privacy or security for any information you voluntarily provide in any emails you choose to send to any contacts you have made or may make through any part of the Yappn Website.  We strongly encourage Our users to exercise caution in providing any personal or identifying information to anyone through or outside of Our Service or websites.

Yappn may use third-party companies to provide various types of optional services.  These advertisements may be targeted to the content of information stored on the Website, queries made through the Website or other information.  If you choose to use any of those services or you choose to visit through websites accessed through advertisements on the Yappn Website, the IP address of the computer you are using to access the website may be disclosed to those third-party companies and We may use information that you provide in any public profile you use on Yappn to display ads that may be relevant to you.  These outside websites and companies will have a different policy with regards to your information and are not under the control of the Company.  Any personal information gathered by these companies is subject to their privacy policies, user agreements and terms and conditions and Yappn is not responsible for such personal data.

The manner, mode and extent of advertising are subject to change without specific notice to you.

In consideration for Yappn granting you access to and use of the Website, you agree that Yappn may place such advertising on the Website.

USE OF COOKIES

Like many other websites, Yappn may use cookies which are small data files that may be stored on the user’s computing hard drive.  A cookie may contain identifying information that may assist web applications in identifying you and/or your computer and/or your preferences but they will not obtain your name, address or other personal information.  Most of the browsers available today will have the option to disable cookies altogether, or notify you if you receive a new cookie or prevent your system from accepting new cookies.  Please be cognizant of the fact that if you choose to disable cookies, some portions of the Website may not function properly or not function at all.

Third party advertising partners may use cookies to generate information, such as the number of times you visit a particular website.  Cookies in this case are used to serve advertisements and/or promotions to you and track those advertisements and/or promotions.  If you want more information regarding the collection and use of cookies by third party advertisers, please visit http://www.networkadvertising.org/managing/opt_out.asp

LANGUAGE TRANSLATIONS

You acknowledge and agree that the Services are internet-based communications and language translation platforms that facilitate communication between parties that, through normal channels, are unable to communicate due to language or technical barriers, and are intended to generate quick, informal translations of text, which translations will not necessarily be accurate in terms of grammar or content but will be sufficient for basic communications and are for entertainment purposes only.

USER PROVIDED CONTENT

Yappn does not assume any responsibility for the content of messages sent by other users of the Service, and you release the Company, from any and all liability in connection with the content that may appear anywhere on the Website, boards, forums or any other pages or communications connected with the Company in any way.  We do not guarantee or assume any responsibility for verifying the accuracy or truthfulness of any information provided by other users.

The Website and Services may include hyperlinks to other websites, content or resources.  Yappn has no control over any outside websites, content or resources that you may encounter through the purposeful or inadvertent use of these hyperlinks.  You acknowledge and agree that Yappn is not responsible for the availability, functionality or content of any such external websites or resources, and does not endorse any use of such websites or services, advertising, products or other materials on or available from such websites, content or resources.  You acknowledge and agree that Yappn is not liable for any loss or damage which may be incurred by you as a result of the availability of those external websites, content or resources, as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such websites, content or resources or as a result of a use of services, download of software or the purchasing of goods by you which are provided by another person or company.

The Company will strive to ensure the content posted does not contain information which would be considered inappropriate or offensive to users however, We may not review every item posted by Our users and as such, we are not responsible for any inappropriate content these posts or messages may contain.  For some of the Services, the Company may provide tools to filter out explicit sexual content however We make no guarantees or warranties that no such content will appear on the Website.  Users that object to such material may choose to use commercially available services and/or software to limit access to material that you may find objectionable.

You understand that by using the Services you may be exposed to content that you may find offensive, indecent or objectionable and that, in this respect, your use of the Website is at your own risk.

DISCLAIMER AGAINST MEDICAL INFORMATION

The Website is not intended to be a forum for the exchange of medical advice, medical information or for the promotion of treatments, remedies or self-destructive behavior such as, but not limited to, eating disorders, suicidal feelings or actions.  We encourage discussion on Our boards and forums on any subject and you may freely discuss any troubles you have, however you should not look to any information posted on the Website for accurate information or advice on these or any other medical or psychological topics.  We recommend that you speak in person with a qualified health professional on any of these topics or other topics that may have an effect on your health or well-being in any manner.

INFORMATION ON THIS WEBSITE IS FOR ENTERTAINMENT PURPOSES ONLY AND IS IN NO WAY INTENDED TO PROVIDE DIAGNOSIS, TREATMENT OPTIONS OR OPINIONS, CURES OR ANY OTHER MEDICAL ASSISTANCE FOR ANY MEDICAL OR PSYCHOLOGICAL CONDITION.  IN ADDITION TO OTHER DISCLAIMERS & LIMITATIONS LISTED IN THIS AGREEMENT, YAPPN AND ALL RELATED PARTIES DISCLAIM ANY LIABILITY OR LOSS IN CONNECTON WITH THE CONTENT LISTED ON THE WEBSITE.

USER RULES OF BEHAVIOUR

In the event that you use Yappn for any unlawful purposes, the Company reserves the right to provide any and all of your personal information to the necessary law enforcement agencies.

Any user will be banned from the Website in the event that they attempt to violate any trademark laws or similar, post vulgar or offensive content or attempt to impersonate another individual.  Determinations of this nature are at the Company’s sole discretion and users must agree to abide by the following Rules of Behaviour:

  1. If you are under the age of 13 you shall not attempt to create an account and you shall not provide false information in regards to your age to create an account;
  2. You shall not provide false information when creating an account or provide false information to create an account for another individual;
  3. You shall only have one account at any given time;
  4. You shall not provide access to your account to any other person;
  5. You shall not transfer, sell, trade, gift, bequeath, rent, lease, sublicense or otherwise your account to a third party;
  6. If you are provided with any personal, private or confidential information by a third person through the Website, you will keep all such information private and confidential and will not give out such information to anyone without first obtaining permission from the person who provided the information to you;
  7. You will not post or transmit contact information including, but not limited to, email addresses, “instant messenger” or “chat” nicknames, telephone numbers, postal addresses, URLs, or full names through any part of the Website;
  8. You shall not harvest, data mine or attempt to collect any personal information from or about others, including email addresses.
  9. If you have been previously banned from the Website you shall not provide alternative information in order to create a new account;
  10. You shall not post any information that is considered unlawful or fraudulent in any jurisdiction nor will you create or use an account for illegal actions or illegal conduct of any kind;
  11. You shall not create or use an account for the purposes of infringing on the privacy rights, property rights or any other kind of rights of any person, company or institution;
  12. You shall not create or use an account for any commercial purposes including, but not limited to, advertising, distribution, promotion including chain letters, junk e-mail or repetitive messages to anyone;
  13. You shall not use any obscene, indecent or offensive language or post on or through the Website, any graphics, text, photographs, images, video, audio or other material that is in any way defamatory, abusive, harassing, bullying, racist, hateful or violent.  You shall also refrain from the use of any ethnic slurs, making any personal attacks on individuals, and the promotion of intolerance towards religious groups or the LBGT (lesbian, gay, bisexual and transgender) community;
  14. You shall not use or post any sexually suggestive language on or through the Website including, but not limited to, text, photographs, images, video, audio or other material that could be considered sexually suggestive;
  15. You shall not post comments, graphics, text, photographs, images, video, audio or other material with the intention to, or resulting in:
  16. the invasion of anyone’s privacy;
  17. the encouragement of conduct that would constitute a criminal offense
  18. give rise to civil liability
  19. violate any local, state, provincial, federal, national or international laws or regulations
  20. You shall not create or use an account for the purposes of solicitation of any kind, including but not limited to, business solicitation, charitable solicitation, the solicitation of goods and services or any form of sexual solicitation;
  21. You shall not create or use an account for the purposes of engaging in any form of harassment or offensive behavior, including but not limited to, the posting of communications, pictures or recordings which contain libelous, slanderous, abusive or defamatory statements, or racist, pornographic, obscene, or offensive language;
  22. You will not distribute, promote or otherwise publish any kind of malicious code, viruses of any kind, or any other item or communication that may cause harm to the Website, Service, the Company or to another user’s system(s) in any way.
  23. You shall not create an account if you have been convicted of sexual offences or are considered to be a convicted sex offender in any jurisdiction;

A user’s right to use any part of the Website is at the Company’s sole discretion and a user may be restricted or banned without notice, explanation or liability at any time.

Users will accept full and complete responsibility for their actions as well as any unauthorized use or access to their account or the Website in connection with their account.  Users will be solely responsible for any and all submissions to the Website from their account and the Company will not accept or assume any responsibility or liability in regards to any content or material submitted, posted or published in connection with or from your account regardless of whether the material was submitted, posted or published by the account holder or by any other person or parties that gained access to the account through the account holder or by any other means.

MONITORING AND REMOVAL OF INFORMATION

The Company, although under no obligation to review the communications posted to the Website, reserves the right to monitor, pre-screen, review, flag, filter, modify, refuse or remove any and all content or information submitted for posting to any part of its Website.  You as the user will remain solely responsible for the content of any submissions made to the Website from your account or profile.  We will respond to any complaints filed with Our Service in regards to material on any part of Our Website and the material in question will be promptly reviewed and should it be considered unacceptable, will be immediately removed from the Website.

The Company reserves the right to immediately restrict, suspend or terminate your access to the Website at any time without notice and for any reason without recourse.

If any submissions are considered by the Company to be unlawful, you may be referred to the appropriate law enforcement agencies in any and all jurisdictions.

PROPRIETARY RIGHTS

You acknowledge and agree that the Company owns all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).  You further acknowledge that the Services may contain information which is designated confidential by the Company and that you shall not disclose such information without the Company’s prior written consent.

Unless you have agreed otherwise in writing with the Company, nothing in this Agreement gives you the right to use any of the Company’s trade names, trademarks, service marks, logos, domain names and other distinctive brand features.

If you have been given an explicit right to use any of these brand features in a separate written agreement with the Company, then you agree that your use of such features shall be in compliance with that agreement and any Company guidelines as updated from time to time.

You agree that you shall not remove, obscure or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Services or from any images, pictures, photos or created graphics that you intend to submit to Yappn.

Unless you have been expressly authorized to do so in writing by the Company, you agree that in using the Services, you will not use any trademark, Service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.

NO RESPONSIBILITY

You acknowledge that we are not responsible for suspension of the Service, regardless of the cause of the interruption or suspension.

OWNERSHIP OF USER CONTRIBUTED CONTENT

You acknowledge that your any submissions you choose to make to the Website will provide Yappn with the rights and sub-licenses to use all of the content that appears in the Service. Notwithstanding any provision to the contrary herein, you agree that you have no right or title in or to, any content that appears on the Website.

You acknowledge that by posting any submission to the Website, including but not limited to, images, photographs, pictures and created graphics, you warrant that you are the owner of such images or that the true copyright owner has granted you the non-exclusive, world-wide royalty-free license to use, copy, distribute, transmit, reproduce, edit, translate, reformat and public display of such images or creations.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND, ACKNOWLEDGE AND AGREE THAT YOUR USE OF YAPPN AND ITS RELATED SERVICES IS ENTIRELY AT YOUR OWN RISK AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. IN PARTICULAR, THE COMPANY DOES NOT REPRESENT OR WARRANT TO YOU THAT:

  1. YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS;
  2. YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR;
  3. ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; AND
  4. DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWRE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YAPPN, ITS SUBSIDIARIES, PARENT COMPANIES AND AFFILIATES LICENSORS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS AND AGENTS SHALL NOT BE LIABILE TO YOU FOR:

  1. ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY.  THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL, BUSINESS OR PERSONAL REPUTATION, ANY LOSS OF DATA, DAMAGES TO COMPUTER HARDWARE OR SOFTWARE SUFFERED OR OTHER INTANGIBLE LOSS
  2. ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
  3. ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY USER SUBMISSIONS OR COMMUNICATIONS THROUGH THE WEBSITE;
  4. ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;
  5. ANY CHANGES WHICH THE COMPANY MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
  6. THROUGH THE CORRUPTION OF, OR FAILURE TO STORE ANY CONTENT, COMMUNICATIONS AND/OR DATA MAINTAINED OR TRANSMITTED BY, OR THROUGH YOUR USE OF THE SERVICES;
  7. THROUGH THE ACCIDENTAL OR PURPOSEFUL DELETION OF ANY CONTENT, COMMUNICATIONS AND/OR DATA MAINTAINED OR TRANSMITTED BY, OR THROUGH YOUR USE OF THE SERVICES;
  8. YOUR FAILURE TO PROVIDE THE COMPANY WITH ACCURATE ACCOUNT OR USER INFORMATION;
  9. YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL
  10. ANY LOSS WHATSOEVER CAUSED BY YOUR USE OR RELIANCE ON INFORMATION OBTAINED THROUGH THE CONTENT DISTRIBUTED BY THE COMPANY OR WEBSITE AS WELL AS ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR INJURY ARISING OUT OF THE USE OR INABILITY TO USE THE COMPANY’S SERVICES OR OUT OF THE BREACH OF ANY WARRANTY, OR CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO AND/OR ALTERATION OF THE YAPPN.COM WEBSITE, NO MATTER WHETHER SUCH CLAIMS ARE BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER CAUSE OF ACTION, AND REGARDLESS OF WHETHER YAPPN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  11. ANY CONTENTION, DISAGREEMENT, MISUNDERSTANDING OR DISPUTE YOU MAY HAVE WITH ANOTHER USER OR GROUP OF USERS ARISING OUT OF OR, IN ANY WAY CONNECTED WITH YOUR USE OF THE WEBSITE OR SERVICE.

THE LIMITATION ON THE COMPANY’S LIABILITY ABOVE SHALL APPLY WHETHER OR NOT THE COMPANY HAS OR HAD BEEN ADVISED OF, OR SHOULD HAVE BEEN AWARE OF THE POSSIBLITY OF ANY SUCH LOSSES ARISING.

THE SERVICES PROVIDED BY THE COMPANY ARE PROVIDED ON AN “AS IS” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION UNDER LAW.

YOU ACKNOWLEDGE THAT USE OF THE SERVICE IS AT YOUR OWN RISK. THE COMPANY DOES NOT REPRESENT OR ENDORSE THE ACCURACY OR RELIABILITY OF ANY MEMBER PROFILE, ADVICE, OPINION, STATEMENT OR OTHER INFORMATION DISPLAYED, UPLOADED OR DISTRIBUTED THROUGH THE SERVICE. YOU ACKNOWLEDGE THAT ANY RELIANCE UPON ANY SUCH OPINION, MEMBER PROFILE, ADVICE, STATEMENT OR INFORMATION SHALL BE AT YOUR OWN RISK. YOUR CONTINUED USE OF THE SERVICE NOW, OR FOLLOWING THE POSTING OF NOTICE OF ANY CHANGES IN THIS AGREEMENT, WILL CONSTITUTE A BINDING ACCEPTANCE BY YOU OF THIS AGREEMENT, OR ANY SUBSEQUENT MODIFICATIONS.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY OR THROUGH OR FROM THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

INDEMNITY

Your registration with Yappn constitutes your complicit agreement to indemnify, defend and hold harmless Yappn, its parent company and any employees and Directors, subsidiaries, affiliates and all officers, directors, employees, owners, agents, information providers, licensors and licensees (collectively, the “Indemnified Parties”) from and against any and all liability and costs, including, without limitation, reasonable attorneys’ fees, incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of this Agreement or the foregoing representations, warranties and covenants. You shall cooperate as fully as reasonably required in the defense of any such claim. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

CHANGES TO THE AGREEMENT

The Company reserves the right, at any time, to make changes or modifications to this Agreement. Such changes will become effective upon its publication on the Yappn Website. You understand and agree that if you continue to use the Services after the date on which this Agreement have changed and been posted to the Yappn Website this continued use shall be deemed to constitute acceptance by you of any such changes, modifications, additions or deletions.

You agree to review this Agreement periodically to be aware of any such revisions.

GENERAL LEGAL TERMS

You may (as a result of, or through your use of the Services) use a service, download a piece of software, or purchase goods which are provided by another person or company.  Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned.  If so, the terms of this Agreement do not affect your legal relationship with these other companies or individuals however, the Company is not in any way liable for any differences in terms with those third parties and you are solely responsible for reading, understanding and abiding by those third party terms.  The Company is not in any way liable for any breach or difficulties you or the third party may encounter by the misunderstanding or breach of those terms.

You agree that if the Company does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which the Company has the benefit of under any applicable law), this will not be taken as a formal waiver of the Company’s rights and those rights or remedies will still be available to the Company for enforcement at any time.

If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then that provision will be removed or amended without affecting the rest of the Agreement.  The remaining provisions will continue to be valid and enforceable.

This Agreement represents the entire Agreement between you and the Company regarding the use of Our Services and you agree that your relationship with the Company under this document shall be governed by the laws of the Province of Ontario without regard to its conflict of laws provisions.  As a condition of your use of Yappn, you agree that any and all disputes and causes of action arising out of or connected with the Website shall be resolved through arbitration, with such arbitration to be held in Richmond Hill, Ontario, Canada.  Additionally, except where prohibited by law, you agree that any and all disputes and causes of action arising out of or connected to Our Services shall be resolved individually, without resort to any form of class action. You also agree that regardless of any statute or law to the contrary, any claim or cause of action arising from or related to the use of the Website must be filed within one (1) year after such claim or cause of action arose or be forever barred.  The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.  You agree that any dispute that is deemed to be insoluble by an appointed arbitrator will be submitted to the exclusive jurisdiction of the courts located within the Province of Ontario.  Notwithstanding this, you agree that the Company shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

ENTIRE AGREEMENT

The aforementioned constitutes the entire Agreement between you and Yappn regarding your registration, access and use of the Website.  Any failure on Yappn’s part to exercise or enforce any part of this Agreement shall not constitute waiver of any portion of this Agreement and Yappn reserves the right to enforce any part of this Agreement at any time.