Vuka Works Terms of Service

Last updated: March 25, 2019

These Terms of Service ("Terms", "Terms of Service") govern your use of the http://www.vuka.works website platform and any related mobile application(s) we may make available (together, the "Service") operated by Vuka Labs Inc. ("us", "we", or "our").

PLEASE CAREFULLY READ THIS AGREEMENT WHICH CONTAINS THE TERMS AND CONDITIONS UNDER WHICH YOU ARE ACQUIRING A LICENSE TO USE THE VUKA WORKS WEBSITE AND/OR SERVICE. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT DO NOT USE THE SERVICE. IF YOU ACCESS OR USE THE LICENSED SOFTWARE OR DATABASE, YOU WILL BE ACCEPTING THIS AGREEMENT, AND YOU WILL HAVE ACCEPTED AND AGREED TO THESE TERMS AND CONDITIONS. IF YOU ARE AN AGENT OR EMPLOYEE OF ANOTHER ENTITY YOU REPRESENT AND WARRANT THAT (A) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY'S BEHALF AND TO BIND SUCH ENTITY, AND (B) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER.


Service and License
Vuka Works is a web application that provides online modules to help entrepreneurs to design great businesses around their big ideas.

Subject to the terms and conditions of this Agreement and payment of the applicable Fees, Vuka Labs Inc. grants to Licensee a non-exclusive, non-transferable license to use the Vuka Works Service during the term. The Service is being licensed; not sold. You acknowledge and agree that title in and rights to the Vuka Works Service remains exclusively with Vuka Works Labs and its licensors.

Your use of the Service is governed by our Privacy Policy, which is available at: https://www.vuka.works/privacy-policy. By uploading any personal information of an individual to the Service, you represent and warrant that you have such individual’s consent.

Subscriptions
Some parts of the Service are billed on a subscription basis ("Subscription(s)"). You will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription.

At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or Vuka Labs Inc. cancels it. You may cancel your Subscription renewal either through your online account management page or by contacting Vuka Labs Inc. customer support team.

A valid payment method, including credit card or PayPal, is required to process the payment for your Subscription. You shall provide accurate and complete billing information including full name, address, state or province, zip code or postal code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize Vuka Labs Inc. to charge all Subscription fees incurred through your account to any such payment instruments.

Should automatic billing fail to occur for any reason, Vuka Labs Inc. will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.

Free Trial

Vuka Labs Inc. may, at its sole discretion, offer a Subscription with a free trial for a limited period of time ("Free Trial").

You may be required to enter your billing information in order to sign up for the Free Trial.

If you do enter your billing information when signing up for the Free Trial, you will not be charged by Vuka Labs Inc. until the Free Trial has expired. On the last day of the Free Trial period, unless you cancelled your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected.

At any time and without notice, Vuka Labs Inc. reserves the right to (a) modify the terms and conditions of the Free Trial offer, or (b) cancel such Free Trial offer.

Upon completion of the Free Trial, your Content (as that term is defined below) may be permanently deleted from the Service unless you register for a paid Subscription.


Fee Changes
Vuka Labs Inc., in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.

Vuka Labs Inc. will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.

Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

Refunds
Certain refund requests for Subscriptions may be considered by Vuka Labs Inc. on a case-by-case basis and granted in sole discretion of Vuka Labs Inc.

Content
Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material ("Content"). You are responsible for the Content that you post to the Service, including its legality, reliability, and appropriateness.

By posting Content to the Service, you grant us the right and license to use, modify, perform, display, reproduce, and distribute such Content on and through the Service. You retain any and all of your rights to any Content you submit, post or display on or through the Service and you are responsible for protecting those rights.

You represent and warrant that: (a) the Content is yours (you own it) or you have the right to use it and grant us the rights and license as provided in these Terms, and (b) the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

We reserve all rights to block or remove communications or materials that we determine to be: (a) abusive, defamatory, or obscene; (b) fraudulent, deceptive, or misleading; (c) in violation of a copyright, trademark or, other intellectual property right of another or; (d) offensive or otherwise unacceptable to us in our sole discretion.

You acknowledge that, by providing you with the ability to view and distribute user-generated content on the Service, we are merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any contents or activities on the Service.


Data
You shall exclusively own all electronic data and information, or any derivatives thereof, uploaded, submitted or otherwise transmitted to or through the through the Service by you (“User Data”). You hereby grant Vuka Labs Inc. a non-exclusive, perpetual, royalty-free, worldwide license to copy, translate, adapt, distribute or otherwise use or exploit the User Data in any medium, mode or format for any lawful purpose, to provide Service, create aggregate statistics, or improve the Service.

Following termination of your Subscription, you will have 30 days to export your User Data, after which time the User Data may be permanently deleted.


Accounts
When you create an account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Service.

You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third-party service.

You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trade mark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.


Restrictions on Content and Use of the Service.
Vuka Labs Inc. reserves the right at all times (but will have no obligation) to remove or refuse to distribute any Content and to terminate users or reclaim usernames for breach of these Terms. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce these Terms of Use, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, (d) respond to user support requests, or (e) protect the rights, property or safety of our users and the public.  

In using the Vuka Works Service you shall not:

  1. copy any content unless expressly permitted to do so herein;

  2.  upload, post, email, transmit, or otherwise make available any material that: (i) is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, violates any law, or is otherwise objectionable; (ii) You do not have a right to make available under any law or under a contractual relationship; (iii) infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party (including privacy rights); (iv) is or contains unsolicited or unauthorized advertising, solicitations for business, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; (v) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or data or the Service or that of any users or that compromises an individual’s privacy;  or (vi) contains any falsehoods or misrepresentations or create an impression that You know is incorrect, misleading, or deceptive, or any material that could damage or harm minors in any way;

  3.  impersonate any person or entity or misrepresent their affiliation with a person or entity;

  4. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service or probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; 

  5. intentionally or unintentionally violate any applicable local, state, provincial, national or international law or regulation;

  6.  collect or store personal data about other users without their express consent;

  7.  license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Service; or

  8.  modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Service, except to the extent the foregoing restrictions are expressly prohibited by applicable law.

Breach of any of the foregoing restrictions may result in suspension or termination of your access to the Service in Vuka Labs Inc.’s sole discretion.

Intellectual Property
The Service and all contents, including but not limited to text, images, graphics or code are the property of Vuka Labs Inc. and are protected by copyright, trademarks, database and other intellectual property rights. You may display and copy, download or print portions of the material from the different areas of the Service only for your own non-commercial use. Any other use is strictly prohibited and may violate copyright, trademark and other laws. These Terms do not grant you a license to use any trademark of Vuka Labs Inc. or its affiliates. You further agree not to use, change or delete any proprietary notices from materials downloaded from the Service.

You agree that Vuka Labs Inc. may freely use any suggestions, feedback or ideas you may provide ("Feedback"). By providing any Feedback to Vuka Labs Inc., you grant Vuka Labs Inc. a perpetual, worldwide, fully transferable, sub-licensable, non-revocable, royalty-free, license to use and exploit the Feedback. Without limiting the foregoing, Vuka Labs Inc. may use Feedback to modify and improve the Service or any other current and future services/products, services advertising or marketing materials.


Links To Other Web Sites
The Service may contain links to third-party web sites or services that are not owned or controlled by Vuka Labs Inc.

Vuka Labs Inc. has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. You further acknowledge and agree that Vuka Labs Inc. 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 such content, goods or services available on or through any such websites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.


Termination
We may terminate or suspend access to our Service immediately, without prior notice or liability, for any reason whatsoever, including, without limitation, if you breach the Terms.

All provisions of the Terms shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Upon termination, your right to use the Service will immediately cease. If you wish to terminate your account, you may simply discontinue using the Service.


Indemnification
You agree to indemnify, defend and hold harmless Vuka Labs Inc., its principals, officers, directors, representatives, employees, contractors, licensors, licensees, suppliers and agents, from and against any claims, losses, damages, losses, obligations, costs, actions or demands.

These include but are not limited to: (a) legal and accounting fees resulting from your use of the Service; (b) your breach of any of these Terms; (c) anything you post on or upload to the Service; and (d) any activity related to your account. This includes any negligent or illegal conduct by you, any person or entity accessing the Service using your account whether such access is obtained via fraudulent or illegal means.


Limitation Of Liability
Vuka Labs Inc., its directors, employees, partners, agents, suppliers, or affiliates, shall not be liable for any loss or damage, direct or indirect, incidental, special, consequential or punitive damages, including without limitation, economic loss, loss or damage to electronic media or data, goodwill, or other intangible losses, resulting from (a) your access to or use of the Service; (b) your inability to access or use the Service; (iii) any conduct or content of any third-party on or related to the Service; (c) any content obtained from or through the Service; and (d) the unauthorized access to, use of or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other claim in law, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

Disclaimer And Non-Waiver of Rights
The business coaching tools provided through the Vuka Works Service are for informational purposes only and do not represent legal, financial, investment, accounting or other professional advice. Seek professional advice where required. Vuka Labs Inc. will not be liable for any losses arising from the decisions you make in respect of your business or your use of the Service.

Vuka Labs Inc. makes no guarantees, representations or warranties of any kind as regards the website and associated technology. Any purportedly applicable warranties, terms and conditions are excluded, to the fullest extent permitted by law. Your use of the Service is at your sole risk. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OR CONIDTIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY,  FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR COURSE OF PERFORMANCE, EXCEPT AS PROVIDED FOR UNDER THE LAWS OF ANY APPLICABLE JURISDICTION.

Vuka Labs Inc. its subsidiaries, affiliates, and its licensors do not warrant that (a) the Service will function uninterrupted, secure or available at any particular time or location; (b) any errors or defects will be corrected; (c) the Service is free of viruses or other harmful components; or (d) the results of using the Service will meet your requirements.

If you breach any of these Terms and Vuka Labs Inc. chooses not to immediately act, or chooses not to act at all, Vuka Labs Inc. will still be entitled to all rights and remedies at any later date, or in any other situation, where you breach these Terms. Vuka Labs Inc. does not waive any of its rights. Vuka Labs Inc. shall not be responsible for any purported breach of these Terms caused by circumstances beyond its control. A person who is not a party to these Terms shall have no rights of enforcement.

You may not assign, sub-license or otherwise transfer any of your rights under these Terms.


Exclusions
As set out, above, some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you. The local laws of your jurisdiction may apply to certain products and service provided.

Governing Law
These Terms shall be governed by, and interpreted and enforced in accordance with, the laws in the Province of Ontario and the laws of Canada, as applicable.

If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, then any remaining provisions of these Terms will remain in effect. These Terms, including our Privacy Policy and any ordering document in respect of your Subscription, constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements, oral or otherwise, regarding the Service.


Changes
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, in whole or in part, please stop using the website and the Service.

Language 
It is the express wish of the parties that this agreement and all related documents be drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.

Contact Us
If you have any questions about these Terms, please contact us: