Terms of Use

YOUNEEQAI.COM TERMS OF SERVICE LAST UPDATED: JULY 2018

1. INTRODUCTION.
   The following Terms of Use (these “Terms of Use”) govern your (hereafter you, your, user) use of the products and services available at the website located at the URL www.Youneeqai.com (the “Site”), which was created, and is controlled and operated by Digital Cavalier Technology Services Inc. (“ Youneeq AI ”). As further described below, the Site features Youneeq AI’s proprietary recommendation technology in its various forms (collectively, the “Service”) which may be used on the Site, or on your website or your affiliated websites via any software code that we may make available to you from time to time (such user is hereinafter, a “Partner”), used in accordance with these Terms of Use. By accessing this Site or using any part of the Service, you agree to be bound by these Terms of Use. If you do not agree to all of these Terms of Use, then you may not access the Site or use the Service. Your right to use the Site and the Service is expressly conditioned upon your assent to all of these Terms of Use, to the exclusion of all other terms. The Service is available only to individuals who are at least 18 years old, whether acting on their own behalf or as an authorized employee or representative of a corporation or other business entity. If you do not so qualify, do not attempt to register for or use the Services.
2. MODIFICATIONS OF TERMS OF USE.
   Youneeq AI reserves the right, at its sole discretion, to modify or replace these Terms of Use at any time. You should come back and review these Terms of Use from time to time, as you are solely responsible for reviewing and becoming familiar with any such modifications. Use of the Service by you, even if you have previously registered to use the Service on your website, and do not return to the Site on an ongoing basis, following this notification, constitutes your acceptance of the Terms of Use as modified.
3. DESCRIPTION OF SERVICE.
   The Service provides you with recommendations (“Recommendations”) for news articles, graphics, photographs, images, illustrations, software, audio clips and video clips (“Content”). Some Recommendations may consist of Content that our customers pay us to promote (“Promoted Content”). Some Recommendations generate revenue (“Promotional Revenue”) for the Site from customers selected by Youneeq AI in its sole discretion. If you use the Service without registering on the Site, this Recommendation functionality will be automatically provided as part of the Service. If you register on the Site, you may control the settings for the Recommendation functionality, as described on the Youneeq AI Dashboard and in Section 6 below.
4. LICENSE OF YOUNEEQ AI SERVICE.
   A. GRANT OF LICENSE. Subject to your full compliance with all of the terms and conditions of these Terms of Use Youneeq AI grants you a limited non-exclusive, revocable, nonsublicensable, nontransferable license to use (i) the Service; (ii) any application program interface or any other software code that we may make available to you from time to time provided by Youneeq AI (collectively, the “Code”); (iii) any Youneeq AI end-user documentation, solely when bundled with Service; and (iv) any upgrades, updates and new versions of the Service, as further described below. Such license shall include the right to use any Youneeq AI intellectual property rights associated with or related to use of the Code, other matters related to the Service, and the Youneeq AI end user documentation, solely in connection with the use of the Service.
   B. RIGHTS TO SUBLICENSE. Pursuant to Section 4.A. above, you shall have the right to (i) contract consultants and contractors solely for the purpose of developing, manufacturing, testing, and supporting the use of the Services and the Code by you; and (ii) grant your end users sublicenses, subject to the provisions of Section 4.I below. Except as provided in this Section 4.B., you shall not have the right to sublicense any of your rights under these Terms of Use to any consultants, contractors, or other third parties.
   C. LICENSE RESTRICTIONS. You shall not use the Code in connection with or to promote any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in: spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. and Canadian embargo, unsolicited mass distribution of email (“Spam”), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive or otherwise offensive content, prostitution, body parts and bodily fluids, stolen products and items used for theft, fireworks, explosives, and hazardous materials, government IDs, police items, gambling, professional services regulated by state licensing regimes, weapons and accessories. You shall implement the Services in a timely manner in accordance with all reasonable instructions provided to you by Youneeq AI from time to time.
   D.PLACEMENT AND LOOK AND FEEL OF THE SERVICE. You shall place the Service directly below the main Content on each page of your website on which the Service is installed. Or other agreed upon position within the web page. No other third party content recommendation service shall appear parallel with or above the Service on any page of your website on which the Service is installed. Further, you shall implement the Service in such a way that the look and feel of the Service shall not be confusingly similar with any other third party content recommendation service on your website.
   E. OTHER RESTRICTIONS. Except as expressly and unambiguously authorized under these Terms of Use, you may not (i) copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile (except to the limited extent expressly authorized by applicable statutory law), modify or alter any part of the (a) collaborative filtering data and related reports (collectively, “Data”) to which Youneeq AI may provide you to access in a variety of formats, or (b) Code, or (ii) otherwise use the Code or the Service on behalf of any third party. Except as described in Section 4.G below, these Terms of Use do not include any right for you to use any trademark, service mark, trade name or any other mark of Youneeq AI or any other party or licensor. No rights or licenses are granted except as expressly and unambiguously set forth herein. If you violate any of the foregoing restrictions, Youneeq AI shall own all right, title and interest relating to any and all derivative works, inventions, works of authorship, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, as they may relate to the use of the Service or the Code. You hereby agree to make all assignments necessary to accomplish the foregoing ownership.
   F. NEW VERSIONS AND UPGRADES. Youneeq AI may release updates, upgrades or new versions of the Service or the Code, or other software related to the Service. You agree that any access to any Youneeq AI software granted pursuant to these Terms of Use will not limit or restrict Youneeq AI’s right to modify or replace such software in future versions of the Service. The licenses granted to you herein shall be deemed to include such items.
   G. TRADEMARK LICENSE. Youneeq AI hereby grants to you a personal, limited, non-exclusive, non-transferable, fully-paid license to use the Youneeq AI Marks (as defined in Section 18 below). You may use the Youneeq AI Marks in conjunction with your use of the Code, the Data or the Service on any pages of your websites or affiliate websites that feature any aspect of the Service. You may publish blog posts on your blog or affiliate blogs that include the use of Youneeq AI Marks at any time without additional authorization by Youneeq AI, provided that you make reasonable efforts to send the blog post to Youneeq AI prior to or concurrent with publishing thereof. Nothing in this Agreement grants you ownership or any rights in or to use the Youneeq AI Marks, except in accordance with this license. Under no circumstances may you disparage or otherwise abuse the Youneeq AI Marks, nor violate any terms of the User Conduct rules set forth in Section 5 below. The rights granted to you in this license will terminate upon any termination or expiration of these Terms of Use and you will no longer make any use of any Youneeq AI Marks.
   H. NO OTHER LICENSES. The licenses granted hereunder are specifically set forth herein, and no licenses are granted by Youneeq AI to you by implication or estoppel.
   I. END-USER LICENSING. You agree that for each of your websites and/or software product(s) that use the rights granted herein, such website’s terms and conditions will include terms to ensure that: (i) the Service, Data and the Code shall be at least as protected as your own proprietary software applications, and (ii) such proprietary software applications are protected by the terms of use on such website. Additionally, the privacy policy of the applicable website and/or software product(s) should explain that the Data is routed to a third party that owns such data, but such routing does not include any personally identifiable information. You agree to include in such terms and conditions for use outside of the United States and Canada any country-specific provisions needed to comply with the foregoing, and agree to enforce the terms and conditions applicable to the Service, Data and the Code contained in such license.
   5. USER CONDUCT.
   As a condition of use, you promise not to use the Service or the Data for any purpose that is unlawful or prohibited by these Terms of Use, or any other purpose not reasonably intended by Youneeq AI. By way of example, and not as a limitation, you agree not to use the Services:

To abuse, harass, threaten, impersonate or intimidate other Youneeq AI users or Content providers;
In any manner that is infringing, libelous, defamatory, obscene, pornographic, abusive, offensive or otherwise violates any law or right of any third party;
For any illegal or unauthorized purpose. You agree to comply with all local laws regarding online conduct and acceptable content;
To post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any Youneeq AI user;
To create or submit Spam to any other Youneeq AI users or any URL;
To violate any laws in your jurisdiction (including but not limited to copyright laws);
to submit stories or comments linking to affiliate programs, multi-level marketing schemes, sites/blogs repurposing existing stories (source hops), or off-topic content;
Via use of any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission;
To take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our Service infrastructure;
To interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site;
To bypass any measures we may use to prevent or restrict access to the Site; with the intention of artificially altering the Recommendations, or any other Youneeq AI service, including by way of creating separate user accounts for the purpose of artificially altering Youneeq AI’s services; artificially inflating clicks on Recommendations or Promoted Content, or participating in any other organized effort that in any way artificially alters the results of the Service.
The following sites are strictly prohibited from using the Service and Youneeq AI will actively terminate the Service from sites it finds to be in violation of these prohibitions: sites displaying adult, obscene, pornographic, libelous, infringing abusive or defamatory content, sites participating in, or encouraging participation in, illegal activities, sites that promote hate and discrimination, sites that facilitate the sale of firearms or illegal drugs. In addition, Youneeq AI reserves the right in its sole editorial discretion to disable its Service on any site.

Youneeq AI, in its sole discretion, may remove any Content from the Site for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), at any time. To report abuse to these Terms of Use, please email abuse@Youneeqai.com.

6. REGISTRATION.
   You are not required to register on the Site in order to use the Service, although even if you do not register, you will be subject to these Terms of Use if you use the Service. If you register on the Site, you will have access to online reports and the Youneeq AI Dashboard, which allows you to control certain settings for the Service. To register, you must provide certain information. If you are a blogger, you must also provide a valid blog URL. If you are a Partner, you will be required to supply additional contact information, including, without limitation, your name, address, and valid email address and other contact information. Before you complete your registration, you will be sent a link to your email address, which you must click to validate your Youneeq AI account.
7. PROMOTED CONTENT.
   By registering on the Site, you will have the opportunity to use the Youneeq AI Dashboard to control the settings for the Recommendation functionality, as well as other settings. If you choose to permit Promoted Content, no portion of the Promotional Revenue shall be payable to Partners without the written consent of Youneeq AI through a separate agreement from these Terms of Use.
8. PROPRIETARY RIGHTS.
   All right, title and interest in and to the Site, the Service, compilations, magnetic translations, digital conversions, software and other materials related to the Service are and shall at all times remain the sole and exclusive property of Youneeq AI and are protected by applicable intellectual property laws and treaties. All Data related to the Site or collected by way of the Service on any website shall be the sole property of Youneeq AI. You acknowledge that you do not acquire any ownership rights in or to the Service or the Data.

All rights not expressly granted to you in these Terms of Use are reserved by Youneeq AI.

9. CONTENT SUBMITTED OR MADE AVAILABLE FOR INCLUSION ON THE SERVICE.
   Limited License to Use Content. If you are a Partner, by submitting any Content, you hereby grant Youneeq AI a limited, non-exclusive, fully paid-up, royalty free, worldwide right to use such Content and your registered and unregistered trademarks, service marks, trade dress, graphics or logos (“Partner Marks”) in any of the following: (i) on the Site, any Youneeq AI blog or newsletter; (ii) on any business development, commercial sales materials, or press releases; (iii) as any part of the Service; (iv) or in any other reasonable manner that a Partner might expect Youneeq AI to use its Partner Marks.
10. WARRANTY DISCLAIMER.
    You acknowledge that Youneeq AI has no control over, and no duty to take any action regarding: which users gain access to the Service; what effects the Service may have on you, your website or equipment; the accuracy or how you may interpret, rely on, or use the Service or the Data, including without limitation any loss of reputation or loss of traffic on your website or any website of any of your affiliates; or what actions you may take as a result of having been exposed to the Service. You further acknowledge and agree that Youneeq AI shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of, or reliance on, any Content, goods or services available on or through any third party website linked or referred to by any portion of the Service or Data. You release Youneeq AI from all liability with respect to the Service, and any Content or Data provided or accessed via the Service or through the Site. The Site may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Youneeq AI makes no representations concerning the Data or any Content contained in or accessed via the Service or the Site, including without limitation Promoted Content and Youneeq AI will not be responsible or liable for the contents, accuracy, copyright compliance, legality or decency of third party Content or services accessed via the Service or the Site or for your reliance on any of the foregoing. THE SERVICE, THE CODE AND THE DATA ARE PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OF ANY KIND, PROVIDED, HOWEVER, YOUNEEQ AI WARRANTS THAT IT HAS ALL THE NECESSARY RIGHTS, TITLES AND INTERESTS IN THE SERVICE AND THE CODE, TO GRANT YOU THE RIGHTS AND LICENSES CONTAINED IN THESE TERMS OF USE. EXCEPT AS SET FORTH HEREIN AND TO THE EXTENT REQUIRED BY APPLICABLE LAW, YOUNEEQ AI AND ITS AGENTS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICE, THE CODE AND THE DATA, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. YOUNEEQ AI DISCLAIMS ANY WARRANTY THAT YOUR USE OF THE SERVICE, THE CODE OR THE DATA WILL BE UNINTERRUPTED OR ERROR FREE. SOME PROVINCES AND STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
11. LIABILITY LIMITATION.
    REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, AND EXCEPT FOR BODILY INJURY, IN NO EVENT WILL YOUNEEQ AI OR ITS AGENTS BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE SITE, THE SERVICE, AND THE DATA, EVEN IF YOUNEEQ AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE, OR (II) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $1,000. ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OF USE MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM. YOUNEEQ AI DISCLAIMS ALL LIABILITY OF ANY KIND OF YOUNEEQ AI’S AGENTS. SOME PROVINCES AND STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

YOU UNDERSTAND AND AGREE THAT YOUR SOLE RIGHT AND REMEDY AGAINST YOUNEEQ AI IS TO DISCONTINUE USE OF THE SERVICE.

12. INDEMNITY.
    You agree to indemnify, defend and hold harmless Youneeq AI, its parents, subsidiaries, affiliates, customers and vendors, and their respective officers, directors and employees from any liability, damage, cost or fees (including reasonable attorneys’ fees) arising from: (i) any claim or demand made by any third party due to or arising out of your access to the Site; (ii) your use of the Service, the Code, the Data and violation of the Terms of Use by you; (iii) or the infringement by you, or any third party using your Youneeq AI account, of any intellectual property or other right of any person or entity; provided, however, that you have not sought to remedy such infringement by using Youneeq AI’s copyright policy, as described in Section 19, below.
13. TERM AND TERMINATION.
    These Terms of Use shall continue until terminated as set forth in this Section. Youneeq AI, in its sole discretion, may terminate or suspend user accounts at any time for any reason or for no reason at all, without prior notice or liability to you. Upon termination of your account, your right to use the Services will immediately cease. Upon termination of these Terms of Use for any reason, you shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of the Service, the Code and any the Data, and shall so certify, if requested, to Youneeq AI that such actions have occurred. If you wish to terminate your Youneeq AI account, you may simply discontinue using the Service. All provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
14. GOVERNMENT USE.
    If you are part of an agency, department, or other entity of the United States or Canadian Government (“Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of the Service is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The Service and the Data each are a “commercial item,” “commercial computer software” and “commercial computer software documentation.” In accordance with such provisions, any use of such items by the Government shall be governed solely by the terms of these Terms of Use.
15. MISCELLANEOUS.
    These Terms of Use constitute the entire agreement between you and Youneeq AI pertaining to the subject matter hereof, and supersede any and all written or oral agreements with respect to such subject matter. No agency, partnership, joint venture, or employment is created as a result of these Terms of Use and you do not have any authority of any kind to bind Youneeq AI in any respect whatsoever. These Terms of Use, and any disputes arising from or relating to the interpretation thereof, shall be governed by and construed under British Columbia law as such law applies to agreements between British Columbia residents entered into and to be performed within British Columbia by two residents thereof and without reference to its conflict of laws principles or the United Nations Conventions for the International Sale of Goods. Except to the extent otherwise determined by Youneeq AI, any action or proceeding arising from or relating to this Agreement must be brought in a federal court in the Province of British Columbia and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. The prevailing party in any action arising out of this Agreement shall be entitled to an award of its costs and attorneys’ fees. These Terms of Use may be amended only by a writing executed by Youneeq AI. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of Youneeq AI to act with respect to a breach of these Terms of Use by you or others does not constitute a waiver and shall not limit Youneeq AI’s rights with respect to such breach or any subsequent breaches. These Terms of Use are personal to you and may not be assigned or transferred for any reason whatsoever (including, without limitation, by operation of law, merger, reorganization, or as a result of an acquisition or change of control involving you) without Youneeq AI’s prior written consent and any action or conduct in violation of the foregoing shall be void and without effect. Youneeq AI expressly reserves the right to assign these Terms of Use and to delegate any of its obligations hereunder.
16. YOUNEEQ AI PRIVACY POLICY.
    Youneeq AI’s current privacy policy is available at http://www.Youneeq AI.ca/content/privacy-policy, which is incorporated herein by this reference.
17. TRADEMARKS.
    YOUNEEQ AI, and other Youneeq AI marks, graphics, logos, designs, page headers, button icons, scripts, and service names comprise registered and unregistered trademarks, service marks and trade dress of Youneeq AI in the U.S. and/or other countries (the “Youneeq AI Marks”). Other trademarks, service marks and trade names used on the Service are the property of their respective owners. Without Youneeq AI’s prior written authorization, you agree not to display or use in any manner the Youneeq AI Marks; however, a Partner may blog about its use of the Service at any time without such authorization, so long as Partner sends the blog post to Youneeq AI prior to or concurrent with publishing thereof.
18. COPYRIGHT COMPLAINTS.
    We respect the intellectual property rights of others and require that those who use the Service do the same. If you believe that your proprietary work has been copied in a way that constitutes copyright infringement, please forward the following information to Youneeq AI’s Copyright Agent, designated as such pursuant to the Digital Millennium Copyright Act, 17 U.S.C. Section 512(c)(2), named below:

A physical signature of the person authorized to act on behalf of the owner of the copyright; description of the copyrighted work that you claim has been infringed;

A description of where the material that you claim is infringing is located on the Service;
Your address, telephone number, and email address;

A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

COPYRIGHT AGENT:
Youneeq AI, c/o legal counsel, #100 838 Fort St Victoria BC Canada; legal@Youneeqai.com

QUESTIONS OR COMMENTS.
Any questions or comments regarding, or problems with, the Service should be sent to the Website Administrator at admin@Youneeqai.com