Last Updated: March 21st, 2025
This Software as a Service Agreement (the “Agreement”) is entered into between Yocale Network Corporation (“Yocale,” “we,” “us,” or “our”) and you (“Customer,” "Business," or "Provider"), collectively referred to as the "Parties."
1. Definitions
Yocale: Yocale Network Corp.
Customer: The individual or entity entering this Agreement.
Services: Web-based applications, APIs, scheduling tools, support, and related services provided by Yocale.
Client Data: Any content, data, or information submitted by Customer into the Services.
Yocale Profile: A personal profile required for each Member.
Members: End-users who use the Yocale platform to engage with the Business or Provider.
2. Subscription and Access
2.1 Right to Use
Subject to compliance and payment, Yocale grants Customer a non-exclusive, non-transferable, revocable license to access and use the Services.
2.2 Account Credentials
Customer is responsible for safeguarding login credentials and activities under their account.
2.3 Acceptable Use
Customer shall not:
Use the Services unlawfully or in violation of any regulation;
Reverse engineer or tamper with the platform;
Use Services to send spam, malware, or infringing content;
Use Services in a way that affects performance for others.
3. Service Modifications and Uptime
3.1 Service Updates
Yocale may modify, upgrade, or replace any part of the Services with or without notice.
3.2 Availability
Yocale targets 99.9% uptime. Scheduled maintenance may occur with reasonable prior notice. Emergency downtime may happen without prior notice.
4. Payment Terms
4.1 Fees and Taxes
Customer agrees to pay subscription fees. Fees exclude applicable taxes.
4.2 Payment Methods
Acceptable methods include credit card or pre-authorized debit. Customer authorizes recurring charges on Payment Dates.
4.3 Late Payments
Overdue amounts accrue interest at 1.5% per month or the legal maximum. Yocale may suspend access for non-payment.
4.4 Fee Changes
Yocale may update Fees with notice before the next renewal period.
5. Cancellation and Refunds
Customer may cancel within the first 30 days for a refund minus setup fees. Requests must be in writing to support@yocale.com.
6. Term and Termination
6.1 Subscription Term
The Agreement begins on the Effective Date and renews automatically unless either party gives 30 days' notice prior to renewal.
6.2 Termination for Breach
Yocale may terminate the Agreement immediately for Customer's breach or misuse.
6.3 Post-Termination
Upon termination, Customer access ends. Data export is available for 30 days.
7. Data and Privacy
7.1 Data Ownership
Customer retains all rights to Client Data.
7.2 Data Use and Security
Yocale uses Client Data only to provide services. We follow industry-standard protections and comply with GDPR, CCPA, and privacy laws. Customer expressly consents to the processing and transfer of data, including transfers across borders, subject to applicable data protection laws.
7.3 Data Breach Notification
Yocale shall notify Customer without undue delay upon becoming aware of any personal data breach affecting Client Data.
7.4 Member Data and Feedback
Yocale may use aggregated or anonymized data. Members may leave feedback, and while Yocale may review flagged comments, Yocale may remove content that is abusive, false, or violates platform standards at its discretion.
7.5 Third-Party Services
Certain features may integrate third-party services (e.g., payment processors). Yocale disclaims any liability for the acts or omissions of such third-party providers.
8. Customer Responsibilities
Respond to Member bookings within one hour.
Maintain updated, accurate scheduling and business info.
Provide and maintain licensing, insurance, and nondiscriminatory practices.
Ensure HIPAA compliance where applicable.
9. Intellectual Property
Yocale shall have exclusive ownership of all rights, title and interest, including without limitation all intellectual property rights, in and to: i) the Services, Yocale application, and the Website; ii) all derivative work including any modifications or enhancements, subject to the rights expressly granted by Yocale; and iii) all information and data gathered by Yocale.
This Agreement does not provide the Business or Provider with title to or ownership of the Services, any components of it or any data aggregated by Yocale or any part thereof.
The Business or Provider retains all right, title, and interest in and to the Business or Provider Information. Yocale will use the Business or Provider information to provide the Services under this Agreement. The Business or Provider will be solely responsible for providing all Business or Provider information required for the proper operation of the Services and grants Yocale all necessary licenses in and to the Business or Provider Information solely as necessary for Yocale to provide the Services for the Business or Provider and its Members.
Yocale will not use or access any Business or Provider information unless authorized to do so by the Business or Provider by this Agreement (including, but not limited to, the Privacy Policy) and, in such circumstances, Yocale will access and use the Business or Provider’s Information only as expressly permitted by this Agreement or required to perform the requested Services. Notwithstanding the foregoing, during the Term, any Additional Term and afterwards, Yocale may use the Business or Provider Information anonymously or aggregated so that it is no longer personally identifiable for any purpose and Yocale may transfer, convey, sell, manipulate, and otherwise exploit such anonymous or aggregated Business or Provider Information.
10. Confidentiality
Each party agrees to safeguard the other's confidential information with care equal to its own.
11. Warranties
Customer represents they are duly authorized to enter this Agreement. They affirm all submitted info is true and compliant with laws.
12. Disclaimer of Warranties
Services are provided "as is." Yocale disclaims all warranties, including merchantability and fitness for a specific purpose. We do not guarantee error-free performance.
THE BUSINESS OR PROVIDER AGREES THAT THEIR USE OF THE SERVICES AND ACCESS TO ALL CONTENT FORMING PART OF OR RELATED TO THE SERVICES, SHALL BE AT THE BUSINESS OR PROVIDER’S SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, YOCALE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED OR STATUTORY, IN CONNECTION WITH THE SERVICES AND THE BUSINESS OR PROVIDER’S USE THEREOF, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, HARDWARE COMPATIBILITY, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT. YOCALE MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF ANY SITES, PAGES OR SERVICES LINKED TO OR THROUGH THE SERVICES AND ASSUME NO LIABILITY OR RESPONSIBILITY FOR (I) ANY ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN THE SERVICES, OR IN THE TRANSMISSION OF CONTENT (II) ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM THE BUSINESS OR PROVIDER’S ACCESS TO OR USE OF THE SERVICES OR ACCESS TO ANY CONTENT, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF YOCALE’S SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, OR (VI) ANY ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. YOCALE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED SERVICE OR WEBSITE FEATURED, BANNER, SPONSOR MESSAGE OR OTHER ADVERTISING. YOCALE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN THE BUSINESS OR PROVIDER AND MEMBERS OF PRODUCTS OR SERVICES. AS WITH THE SALE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, THE BUSINESS OR PROVIDER SHOULD USE BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
13. Limitation of Liability
IN NO EVENT SHALL YOCALE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO THE BUSINESS OR PROVIDER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM THE BUSINESS OR PROVIDER’S USE OF OR ACCESS TO THE SERVICES, INCLUDING WITHOUT LIMITATION RESULTING FROM (I) ANY ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN THE SERVICES, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM THE BUSINESS OR PROVIDER’S ACCESS TO OR USE OF THE SERVICES OR ANY CONTENT, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF YOCALE’S SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE BUSINESS OR PROVIDER’S USE OF ANY CONTENT MADE AVAILABLE VIA THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT YOCALE IS OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
THE BUSINESS OR PROVIDER SPECIFICALLY ACKNOWLEDGES THAT YOCALE SHALL NOT BE LIABLE IN ANY WAY FOR ANY CONTENT INCLUDING BUT NOT LIMITED TO ANY ERRORS OR OMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH THE BUSINESS OR PROVIDER. YOCALE DOES NOT CONTROL THE CONTENT POSTED AND DOES NOT GUARANTEE THE ACCURACY OR INTEGRITY OF SUCH CONTENT.
TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE MAXIMUM AGGREGATE LIABILITY OF YOCALE OR ITS PARTNERS OR LICENSORS ARISING FROM ANY CLAIM MADE BY THE BUSINESS OR PROVIDER UNDER THIS AGREEMENT EXCEED $100.
The Business or Provider is solely responsible for any liability or expense resulting from outdated or inaccurate Business or Provider information.
The Services is controlled and offered by Yocale from its facilities in British Columbia, Canada. Yocale makes no representations that the Services are appropriate, legal or available for use in other jurisdictions. Those who access or use the Services from other jurisdictions do so at their own volition and are responsible for compliance with local law.
To the maximum extent permitted by the applicable law, under no circumstances shall Yocale be liable to any third party for any claim or damages made against the Business or Provider, regardless of any notice or warning regarding any such claim or damages.
The Business or Provider acknowledges and agrees that communicating and/or transmitting credit card information on the telephone or by internet involves certain security risks. Yocale engages third party institutions to manage payments and other financial transactions and as such, shall not be liable for any loss or damages arising from the transmission of the credit card information, including but not limited to invasion of privacy, damages, theft, and fraud or any damage resulting from the processing of payments and other financial transactions by such third parties.
Yocale does not accept responsibility for monitoring the use of trademarks, copyrights or other property rights of the Business or Provider, Members or third parties, but may, under certain circumstances and in Yocale’s sole discretion, suspend or terminate access, edit or remove content, or take other action against those who infringe the intellectual property rights of others.
14. Indemnification
The Business or Provider will indemnify, hold harmless, and defend Yocale, its affiliates, directors, officers, employees, consultants, and agents against any and all claims, damages and expenses, including legal costs, court awards or amounts paid in settlement, directly or indirectly resulting from:
The Business or Provider’s use of the Services, Website or other Yocale service.
Members selecting and making appointments with the Business or Provider via the Services.
Members fulfilling or not-fulfilling appointments scheduled through or with the assistance of the Services or other Yocale service.
Any failure by the Business or Provider to comply with privacy laws.
Any breach of this Agreement by the Business or Provider.
Yocale’s access to or use of the credit card or chequing/checking account information provided by the Business or Provider for the purposes of billing the Business or Provider.
Regarding any information provided to or through Yocale by any Member for use by the Business or Provider, all claims and liability arising out of the use of such information or any error or omission in such information; and
All claims in respect of any Feedback including any customer feedback.
15. Dispute Resolution
Disputes will be resolved via arbitration in Vancouver, BC, under the British Columbia International Commercial Arbitration Centre. Customer waives jury trials and class actions.
16. Miscellaneous
Except for any issue related to Yocale’s intellectual property rights, all disputes arising out of or in connection with this Agreement will be referred to and finally resolved by arbitration under the rules of the British Columbia International Commercial Arbitration Centre. The appointing authority will be the British Columbia International Commercial Arbitration Centre. The case will be administered by the British Columbia International Commercial Arbitration Centre in accordance with its domestic rules by a single arbitrator. The place of arbitration will be Vancouver, British Columbia, Canada. The language of the arbitration will be English. Subject to mandatory arbitration, the Business or Provider agrees that any action at law or in equity arising out of or relating to this Agreement shall be filed only in the provincial and federal courts located in Vancouver, British Columbia and the Business or Provider hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of this Agreement or the Business or Provider’s use of the Service. To the extent permitted by law, the Business or Provider agrees that the Business or Provider will not bring a claim under this Agreement more than 18 months from when the Business or Provider’s claim arises.
TO THE EXTENT PERMITTED BY LAW, AND SUBJECT TO THE MANDATORY ARBITRATION PROVISION, THE BUSINESS OR PROVIDER ACKNOWLEDGES, AGREES, AND UNDERSTANDS THAT, WITH RESPECT TO ANY DISPUTE WITH YOCALE, OR ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, ARISING OUT OF OR RELATING TO THIS AGREEMENT: (I) THE BUSINESS OR PROVIDER HEREBY GIVES UP THE RIGHT TO HAVE A TRIAL BY JURY; AND (II) THE BUSINESS OR PROVIDER HEREBY GIVES UP THE RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia, Canada without giving effect to principles of conflict of laws. Subject to the mandatory arbitration provisions, any action or proceeding arising from or relating to this Agreement must be brought in a court sitting in British Columbia, Canada, except for applications for injunctive relief by Yocale which Yocale may bring in any jurisdiction. The Business or Provider irrevocably submits to the jurisdiction and venue of such court in any such action or proceeding.
The Business or Provider may not assign this Agreement, or any of its rights and obligations, without the prior written consent of Yocale. Yocale may require a proposed assignee of this Agreement to enter into a new written agreement with Yocale. Yocale may assign this Agreement to any person or entity.
Should any provision of this Agreement be determined by a court of competent jurisdiction to be unenforceable, the remainder of this Agreement shall remain in full force and effect.
This Agreement, including the Terms of Use and Privacy Policy referred to herein, constitute the entire agreement between the Parties and supersedes all previous agreements made between the Parties on the same subject matter as this Agreement.
Should either party fail to enforce the provisions of this Agreement for any length of time such failure to enforce shall not be deemed to be a waiver of the relevant provisions or a waiver of any right that the Party may have to enforce any provision.
The relationship between the Parties is as independent contractors. Nothing in this Agreement or in the relationship shall constitute a partnership or any relationship of agency between the Parties. Nothing in this Agreement authorizes either Party to make any representations or to bind in any way the other Party to any third party. Neither Party can incur liability on behalf of the other Party.
Circumstances beyond the control of the Party, including acts of God, fire, flood, war and civil unrest causing a delay in performance of a Party’s obligations under this Agreement shall be deemed to be force majeure and no liability shall be incurred as a result of such circumstances.
Any notice or other communication shall be validly communicated if delivered by: i) person; ii) registered mail; ii) electronic mail; or iv) facsimile to the other Party at the address provided on the Business or Provider’s account.
Contact
Yocale Network Corporation
📧 support@yocale.com