Last updated: 2020-05-08

1. INTRODUCTION

Thank you for choosing Youpi/Perfect Soft, (“we, us, our”) to provide you (“you, your, yours, user”) with an online space for learning. Our services include a wide variety of content and courses, from beginner to advanced, designed to facilitate learning of a wide range of subjects which are available on (i) applications available to download on mobile, laptop and/or tablet devices (“Apps”) and at our websites https://www.theperfectsoft.com, or any other device , whether invented or to be invented, by which you can access our content and courses, collectively being our services to you (“Services”).

In order to access our Services, whether or not you are an existing or former user, you confirm that you have read these Terms of Use (“Terms”). Whenever you use our Services, you acknowledge that you understand and agree to these Terms, and you also agree to our Privacy and Cookie Policies. We may make changes to our Terms from time to time. We will publish all changes on this page with the date these amendments are made located at the top of the page, so that you know when we last updated the Terms. This also applies to our Privacy and Cookie Policies. Your continued use of our Services after any amendments constitutes your acceptance of any such amendments. If you do not agree to comply with these Terms, please do not register to use, access or continue to use our Services. We recommend that you print a copy of these Terms for future reference. We may terminate your access to the Services if you breach our Terms in accordance with clause 13.

We may update or require you to update the Services to implement technical adjustments or make improvements, provided that the Services shall always match the description provided in all material respects. Unless explicitly stated otherwise, any new features that are added to the current Services, including the release of new tools and resources, shall be subject to these Terms.

By using our Services, you confirm that (i) you are at least 13 years old; and (ii) your use of the Services will not violate any applicable law or regulation in the province state, territory or country in which you reside.

2. REGISTRATION FOR SERVICES

You must register for an account by: (i) connecting through an available social media account (including, but not limited to Facebook, Google Plus, Apple); or (ii) providing a username, a valid email address and any other information we may require from time to time (“Account”). You are responsible for maintaining the confidentiality of your Account details and you are fully responsible for all activities that occur under your Account. Your Account must be used only by you and must not be shared with, or transferred to any other individual. You must immediately notify us via our Contact Us page of any suspected or actual, unauthorized or fraudulent use of your Account or any other breach of security.

Once you have an Account, you can create an online profile (“Profile”). When creating your Profile, you agree to (i) provide accurate, current and complete information; and (ii) be personally responsible for the information you provide in your Profile. We reserve the right to delete your Profile and suspend or terminate your Account if we, acting reasonably, suspect that any information you provide in your Profile is untrue, inaccurate or does not comply with our Terms.

3. PRIVACY POLICY

We take your privacy very seriously. Any personal information you submit to us when setting up an Account shall be subject to our Privacy and Cookie Policies located at http://theperfectsoft.com/privacy/ which are incorporated into these Terms. You understand that through your use of the Services, you consent to the collection and use (to the extent stated in the Privacy and Cookie Policies) of this information. You further understand, acknowledge and agree that any personal information you provide on your Profile is in the public domain and is provided at your sole liability. We accept no responsibility whatsoever for the use of any personal information you share on your Profile by you or any other individual.

4. COPPA COMPLIANCE

To the extent that the Children’s Online Privacy Protection Act 1998 is deemed to apply to us, this website is not aimed at children and does not seek to collect personal information from children under 13. You may request access and/or rectification of your data or data relating to your children at all times via our Contact Us page.

5. OUR CONTENT

Except for the User Content (defined below) all of the content available through the Services (including the right to sue for passing off, design rights, reports, data, databases, tools, code, photographs, pictures, video, interfaces, web-pages, designs, text, graphics, images, information, software (“Software”), audio and other media files, their selection and arrangement, materials and all other intellectual property rights) are owned by us or are licensed to us by a third party (“Our Content”). You acknowledge and accept that you are expressly prohibited from using Our Content except where we grant you a limited license to use Our Content in connection with the Services, as set out in clause 6. Our name and logo ‘Youpi’ is our registered trademark/service mark. To the extent that there are trademarks, service marks and/or logos from other organisations on our Website or Apps, they are the trademarks, service marks and logos of those respective organisations. You are granted no general right or commercial license with respect to our trademarks, service marks and logos or of the trademarks, service marks or logos of those other organisations.

6. YOUR LICENCE

Subject to your compliance with these Terms, we grant you a limited, personal, non-transferable, non-sublicensable, worldwide and non-exclusive licence to use Our Content for the exclusive purpose of using the Services for your own personal, non-commercial use (“Licence”). Your Licence to use Our Content is restricted to use of the object code of the Software, and it is a condition of the Licence that, except where permitted under applicable law, you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, rent, lease, loan, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to access the Apps or the Website by any means other than through the interfaces that are provided by us for use in accessing the Service.

7. THIRD-PARTY CONTENT AND LINKS TO THIRD-PARTY WEB SITES

The Services may contain third-party owned content and links to other websites, including Facebook and Google Plus (“Third Party Websites”). We do not endorse, sponsor, recommend, or otherwise accept responsibility for any Third Party Websites. In addition, Third Party Websites are not under our control and we are not responsible for the content or privacy practices of the Third Party Websites, including, without limitation, links contained on Third Party Websites or any changes or updates to Third Party Websites. We may provide third party content and Third Party Websites to you only as a convenience, and the inclusion of such third party content and Third Party Websites is not an endorsement by us in favour of any third party. You further acknowledge and agree that we 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 Third Party Websites. We have no responsibility for the content on Third Party Websites that you may find or access when using our Services. Content available on or through Third Party Websites may be protected by copyright and the intellectual property laws of any country.

8. POSTING INFORMATION AND USER CONTENT

We encourage you to participate in the process of creative learning and sharing in a spirit of joy, generosity and politeness by posting in the public areas of our Website and on your Profile. Any information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials which you post, upload or transmit in any way either publicly or privately via the Services (“Post, Posting”) is your user content (“User Content”). You warrant and represent that any User Content you do Post is either yours or you have the necessary permission from the relevant third party to Post the User Content. You are solely responsible for all User Content that you Post and we accept no responsibility at all for any loss or damage of any kind incurred as a result of any User Content that you Post and which is made available via the Services.

By Posting User Content during your use of the Services, you grant to us an irrevocable, perpetual, non-exclusive, royalty free, transferable, worldwide licence (together with the right to sub-licence) to use, copy, translate, reformat, prepare derivative works from, incorporate into other works, excerpt, to distribute, to publicly display, in whole or in part, the User Content for the provision, delivery and promotion of the Services by us (“User Content Licence”).

We actively monitor User Content Posted via the Services and we reserve the right to remove any User Content that is Posted and is deemed by us in our reasonable opinion or has been notified to us as being the following (“Inappropriate Content”):

• Content that is offensive, indecent, objectionable, tasteless, harmful, hateful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy, or publicity or human or personal rights, or any content that is racially, ethically , sexually, politically or otherwise humanly unacceptable;
• Content that is a form of solicitation, including but not limited to, spam, junk mail, pyramid scheme, Ponzi scheme or any other form considered an inducement to engage in financial activity;
• Private information of any third party, including but not limited to contact, financial, or other personal details of persons living or deceased;
• User Content that you do not have the right to Post or make available in any way under any applicable law or contractual or fiduciary relationships, including but not limited to inside information, proprietary information, confidential information learned or disclosed, as part of employment or business relationships or under non-disclosure agreements;
• Content that contains software code of any kind without our express consent;
• Content that would constitute, encourage or provide instructions for a criminal offence, terrorist act or any other illegal or criminal activity;
• Content that, in our sole and reasonable opinion is objectionable or which restricts or inhibits any other person from using or enjoying the Services;
• Content that, in our sole and reasonable opinion may expose us, or any of our users, to any harm or liability of any kind; or
• Content that may disrupt other users’ capacity to remember effectively.

Although we actively monitor and may pre-screen some User Content, Inappropriate Content may not come to, or be brought to our attention immediately. You acknowledge and represent that by using the Services, you may be exposed to Inappropriate Content. We accept no liability in any way for any Inappropriate Content Posted and available via the Services. We reserve the right (but not the obligation) in our sole discretion to refuse, move or delete any User Content we consider Inappropriate Content that is brought to our attention and breaches these Terms.

9. USER CONDUCT

You are entirely responsible for the User Content that you Post. We do not guarantee the accuracy, or integrity or quality of any User Content posted by other users. You represent and warrant that the User Content which you post and your use of the Services shall not:

• Breach, violate or infringe in any way upon the intellectual property rights of any third party;
• Cause harm to minors in any way;
• Intimidate, stalk, mock, lambast, scare, pervert, or otherwise harass another individual;
• Be used to intentionally or unintentionally contravene or in any way not comply with regional, national and international law;
• Be used to forge headers or otherwise manipulate any content transmitted through the Service in order to disguise its origin;
• Overburden, damage or impair the operation of the App, Website or the Services;
• Be used as a forwarding service to another website;
• Harvest or collect email addresses or other personal information from other users for any purpose whatsoever, including but not limited to sending unsolicited emails or messages;
• Be used to register for more than a small number of Accounts;
• Be used to register for an Account for anyone other than yourself; or
• Be used to register for an account for which you falsely state personal information or otherwise misinterpret yourself.

You must not misuse our Services by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Services, the server(s) on which our Services are stored or any server, computer or database connected to our Services. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Services will cease immediately.

You acknowledge and agree that we may preserve User Content and may also disclose User Content if required to do so by law, or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms; (c) respond to claims that any User Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of us, our users and the general public.

10. Auto Renewing Subscriptions

For auto renewing subscriptions completed in our iOS Apps following terms apply:

• Payment will be charged to iTunes Account at confirmation of purchase.
• Subscription automatically renews unless auto-renew is turned off at least 24-hours before the end of the current period.
• Account will be charged for renewal within 24-hours prior to the end of the current period, and identify the cost of the renewal.
• Subscriptions may be managed by the user and auto-renewal may be turned off by going to the user’s Account Settings after purchase.
• Any unused portion of a free trial period, if offered, will be forfeited when the user purchases a subscription to that publication, where applicable.
• You can cancel a free trial or subscription anytime by turning off auto-renewal through your iTunes account settings. This must be done 24 hours before the end of a free trial or subscription period to avoid being charged. The cancellation will take effect the day after the last day of the current subscription period, and you will be downgraded to the free service.

11. DELETING YOUR ACCOUNT

You can delete your account and terminate your use of the Services at any time by locating the ‘delete profile’ option in the settings section of your Profile. Once you have deleted your Account, your Licence will be revoked and you will no longer have access to your Profile and we will delete all of the information contained in your Profile. Please be aware that due to technical reasons beyond our control, it might take some time until your personal information disappears completely from search engines (such as Google). We accept no liability for deletion of information or content from your Profile. You acknowledge and accept that certain User Content may remain after the cancellation of your Profile and that the User Content Licence shall not be revoked or terminated. If you have an active subscription when you delete your Account, you will not receive a refund for any time remaining on your subscription.

12. TERMINATION OF YOUR ACCOUNT BY US

We reserve the right to modify, temporarily suspend or permanently delete your Account and terminate your access to the Services if we have reason to believe that you have breached or acted inconsistently with the Terms. Following termination, your Licence will be automatically revoked and we reserve the right to delete your Account, erase all or any information on your Profile and discard any of your User Content. You agree that we shall not be liable to you for any modification or discontinuance of the Service. Due to technical reasons beyond our control, it might take some time until your personal information disappears completely from search engines (such as Google). We accept no liability for deletion of information or content from your Profile. You acknowledge and accept that certain User Content may remain after the termination of your Account and that the User Content Licence shall not be revoked or terminated. If you have an active subscription when we terminate your Account, you will not receive a refund for any time remaining on your subscription.

13. NO REPRESENTATIONS OR WARRANTIES

We, our officers, employees, contractors, suppliers, affiliates, agents and licensors do not guarantee that our Services, or any content therein, will always be available, uninterrupted and free from bugs or viruses and you should use your own anti-virus software. You are responsible for configuring your information technology, computer and mobile phone programmes and platform to access any of our Services. We may suspend or withdraw or restrict the availability of all or any part of our Services for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal, but this may not be possible.

You understand and agree that the Services are provided “as is” and that you use the Services at your own risk. To the fullest extent permitted by applicable law, we expressly disclaim all warranties of any kind, whether express or implied, including but not limited to any implied warranties of fitness of the Services for a particular purpose. We do not make any representation or warranty of any kind and do not assume any responsibility for any improvement of your language learning or your learning of any other subject by use of our Services, accuracy of Our Content, User Content or any other content available by use of the Services. Access to the Services may be slow, limited or unavailable during periods of peak demand, system upgrades, malfunctions or scheduled or unscheduled maintenance, or for any other reason beyond our reasonable control.

Our Content and User Content available by use of our Services is provided for general information only. It is not intended to amount to advice on which you should rely. Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up to date.

14. LIMITATION OF LIABILITY

NEITHER YOUPI NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING YOUPI, INCLUDING OUR LICENSORS, WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE YOUPI OR OUR LICENSORS’ INTELLECTUAL PROPERTY, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT YOUPI HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

IN NO EVENT WILL YOUPI’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE YOUPI OR TO ACCESS YOUR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO YOUPI FOR USE OF YOUPI OR TWENTY DOLLARS ($20), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO YOUPI, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOUPI AND YOU.

15. GENERAL INFORMATION

These Terms constitute the entire and exclusive understanding and agreement between Youpi and you regarding Youpi, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Youpi and you regarding Youpi, except that if you become a party to Youpi’s Business Agreement, either before or after reviewing these Terms, the terms and conditions of the Business Agreement will govern over any conflicting provisions herein. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

You may not assign or transfer these Terms, by operation of law or otherwise, without Youpi’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Youpi may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications provided by Youpi under these Terms, including those regarding modifications to these Terms, will be given: (i) by Youpi via email; or (ii) by posting to our website. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Youpi’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Youpi. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

16. QUESTIONS

Please contact us with any question you might have about these Terms via our Contact Us page using the subject “Questions about Terms”. Please also report any suspected or known violations of these Terms via our Contact Us page using the subject “Violations of Terms”. If you wish to notify us about any suspected copyright infringement of any third party, please send a message via our Contact Us page using the subject “Copyright notification”.