FYEO, Inc. Terms and Conditions of Service
Last updated: May 3 2022
I. Terms and Conditions of Service
These Terms and Conditions of Service (“Terms”) govern your access to and use of the services of FYEO, Inc. (“FYEO”, “we” or “us”) through gofyeo.com or through various websites, SMS, APIs, email notifications, applications, buttons, widgets, ads, commerce services, and our other covered services that link to these Terms (collectively, the “Services”), and any information, text, links, graphics, photos, videos, or other materials or arrangements of materials uploaded, downloaded or appearing on the Services (collectively referred to as “Content”).
By using the Services you agree to be bound by these Terms. Please read them carefully. We may update these Terms from time to time due to changes in the Services, to account for developments under the law or for any other reason. Such updates will be identified by the last updated date, and may be reviewed at https://www.gofyeo.com/terms-and-conditions (the “Terms and Conditions Website”). PLEASE REGULARLY CHECK THE TERMS AND CONDITIONS WEBSITE TO VIEW THE THEN-CURRENT TERMS. If you do not agree to any changes to these Terms, you shall stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such changes.
These Terms control the relationship between FYEO and you. They do not create any third party beneficiary rights.
If you currently are a party to a written agreement with FYEO, which is executed by you and by FYEO (a “Services Agreement”), for the provision of Services, in the event of a conflict between these Terms and the Services Agreement, the Services Agreement shall control.
II. Who May Use the Services.
Provided your use of the Services is allowed under Applicable Law, you may use the Services only if you agree to these Terms or if you enter into a Services Agreement with FYEO.
Our website is not intended for children under 16 years of age. No one under age 16 may provide any information to FYEO to or on this website or through any of its features. If we learn we have collected or received personal information from a child under 16 without verification of parental consent, we will delete that information. If you believe that we might have any information from or about a child under 16 years old, please contact us in one of the ways provided in the Contact Information section below.
III. Using our Services.
You may stop using our Services at any time by deactivating your accounts and discontinuing your use of the Services. We may suspend or terminate your account or cease providing you with all or part of the Services at any time for any or no reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms, (ii) you create risk or possible legal exposure for us; (iii) your account has prolonged inactivity; or (iv) our provision of the Services to you is no longer commercially viable. We will endeavor to notify you of such deactivation or discontinuance at the email address associated with your account, if available, or the next time you attempt to access your account, depending on the circumstances.
We may suspend or stop providing our Services to you if you do not comply with our Terms or policies or Applicable law or if we are investigating suspected misconduct.
FYEO reserves the right in its sole discretion to modify any part of the Services at any time or for any reason, or no reason, including by changing, withdrawing or terminating, limiting or expanding a Service or any features or functionalities of the Services, without any notice or liability to you.
In connection with your use of the Services, we may send you service announcements, administrative messages, and other information. You may opt out of some of those communications.
Some of our Services are available on mobile devices. Do not use such Services in a way that distracts you and prevents you from obeying traffic or safety laws.
You are responsible for safeguarding your account, so use a strong password and limit its use to this account. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above. FYEO will not be able to recover any data or passwords or messages you submitted to the service if you lose your access credentials and or your private key.
a. FYEO Content
The Services contain information and data owned or licensed by FYEO, its suppliers, or licensors ("FYEO Content"). The Services and FYEO Content may be protected by copyright, trademark, patent, trade secret and other laws, and, as between you and FYEO, FYEO owns and retains all title, interest and right, including all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world in and to the Services and FYEO Content.
b. Ownership and License
All rights not expressly granted to you in this Agreement are reserved and retained by us. You may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, use or sell any FYEO Content (other than content that you upload to the Services, which is "Customer Content" and electronic data pertaining to you or provided to the Services by you and all personal information of you and customers of which you are the controller under privacy and data protection laws and which is processed by the Services ("Customer Data") appearing on or through the Services. You must not modify, build upon or block any portion or functionality of the Services. No Services, nor any part of any Services, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent.
You will not do any of the following or permit anyone else to do the following: (i) license, sub-license, sell, transfer, distribute or share the Services or FYEO Content or make any of them available for access by third parties; (ii) create derivative works based on or otherwise modify the Services or FYEO Content; (iii) disassemble, reverse engineer or decompile the Services or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation or data related to or provided with the Services; (iv) access the Services or FYEO Content in order to develop a competing product or service; (v) use the Services or FYEO Content to provide a service for others; (vi) remove or modify a copyright or other proprietary rights notice on or in the Services or documentation; (vii) violate any applicable federal, provincial, local or international statutes, codes, rules, regulations, by-laws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, policies, guidelines, or any provisions of the foregoing, including general principles of common and civil law and equity ("Applicable Law"); (viii) include, send, store or run software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs from the Services; (ix) cause a computer to malfunction, regardless of how long the malfunction persists; (x) alter, disable, or erase any computer data, computer programs or computer software without authorization; (xi) interfere with, disrupt or undermine the security or the operation of the Services or FYEO website; or (xii) interfere with, disrupt or undermine anyone’s use or enjoyment of the Services or FYEO website.
If you send information to us, for example feedback, comments or suggestions, you grant us a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, non-exclusive, sublicensable and transferable license to use, host, run, reproduce, process, adapt, translate, modify, publish, transmit, distribute and display this information and incorporate this information into our products and Services. You also agree to waive all moral rights in and to that information.
e. Customer Content
You may create, record, submit, publish and use ("submit") Customer Content through the Services. You are exclusively responsible for all Customer Content and the consequences of submitting Customer Content through the Services. We do not verify the accuracy, quality, content or legality of the Customer Content. We may, but are under no obligation to, review, analyze, filter, edit, block or remove any Customer Content. We are not responsible for preventing or identifying infringement of intellectual property rights or non-compliance with Applicable Laws arising out of the Customer Content. FYEO will not be liable, directly or indirectly, in any way for any damage or loss caused or alleged to be caused by or in connection with Customer Content.
f. Representations and Warranties – Customer Content
You represent and warrant that: (i) you own or have the necessary licenses, rights, consents and permissions to use and publish the Customer Content you submit; (ii) the uploading of your Customer Content in conjunction with the Services and the licenses granted to FYEO under these Terms does not and will not violate the rights of any person; and (iii) no payments of any kind shall be due by FYEO to any person for the use or distribution of Customer Content in conjunction with the Services. You hereby give FYEO (and those we work with to provide the Services) a worldwide license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes we make so that your content works better with our Services), communicate, publish, and distribute such content as needed to provide the Services requested. The rights you grant in this license are for the limited purpose of operating, promoting, and improving our Services, and to develop new services.
g. Anonymized Customer Data
You grant us, and have all rights necessary to grant us, a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, non-exclusive, sublicensable and transferable license to anonymize and aggregate metrics and data related to the Customer Content and all other use of the Services ("Anonymized Aggregated Data"), provided that the Anonymized Aggregated Data cannot be used to identify Customer or any other identifiable individual.
You agree that FYEO: (i) has full ownership over Anonymized Aggregated Data; (ii) has full license to create derivative works and extract information from Anonymized Aggregated Data; (iii) may use Anonymized Aggregated Data to deliver, modify, update, correct and improve the Services or for any other purposes; and (iv) may disclose, sell and publish Anonymized Aggregated Data to any party through any means.
VI. FYEO Software
The Services may include downloadable software, and you understand and agree that this software may update automatically on your device once a new version or feature is available. Some Services may let you adjust your automatic update settings.
FYEO gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the password manager software provided to you by FYEO as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the password manager services as provided by FYEO, in the manner permitted by these Terms.
VII. Third-Party Services
If you use a service, feature, or functionality that is operated by a third party and made available through our Services (including Services we jointly offer with the third party), each third party’s terms will govern the respective third party’s relationship with you. FYEO is not responsible or liable for a third party’s services, features, functionality or terms or actions taken pursuant to the third party’s terms.
VIII. The Services are Available “AS-IS” and Disclaimer of Warranties
YOU UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES, CONDITIONS, REPRESENTATIONS OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. WE DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, TITLE, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. FYEO DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES NOT SET OUT IN THE DOCUMENTATION, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. No advice or information, whether oral or written, obtained from FYEO or through the Services, will create any warranty or representation not expressly made herein.
IX. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FYEO SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF FYEO EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID FYEO, IF ANY, IN THE PAST SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT FYEO HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
You shall indemnify, defend and hold harmless FYEO and its affiliates, parents, subsidiaries, licensors and partners and our and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors and assigns ("Indemnified Entities") from and against any claim, demand, or proceeding brought by a third party against FYEO or its Indemnified Entities relating to (i) Customer Content; (ii) actual or alleged violation of these Terms by you; or (iii) actual or alleged violations of Applicable Law by you, including any violations of your obligations of privacy to any person.
All matters arising out of these Terms are governed by, and construed in accordance with, the laws of the State of Colorado, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Colorado. The parties hereto explicitly exclude the application of the United National Convention on the International Sale of Goods (1980).
All disputes, controversies or differences which may arise between the parties concerning the validity, meaning or effect of these Terms or the rights or liabilities of the parties hereunder shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one (1) arbitrator. The arbitration shall take place in Denver, Colorado USA and all proceedings shall be in the English language. The arbitrator may proceed to an award notwithstanding the failure of a party to participate in the proceedings. The prevailing party shall be entitled to an award of reasonable attorneys’ fees, costs and expenses incurred in connection with the arbitration in such amount as may be determined by the arbitrator. The award of the arbitrator shall be the sole and exclusive remedy of the parties and shall be enforceable in any court of competent jurisdiction. The arbitration award (which shall also deal with costs) shall be final and binding on the parties.
XII. Waiver and Severability.
In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect. FYEO’s failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.