End User License Agreement

yuilop is a communication service that allows you to communicate for free with your contacts. In order to use the service, you have to install the yuilop application in your device. The service allows you to chat and call your contacts by instant messaging, SMS and voice. Should you subscribe also to the yuilop number option a mobile number will be assigned to you. Please note that yuilop numbers are not available in all regions. A third party may provide you with the yuilop numbering service. Please check the additional terms that might be applicable in case you subscribe to the yuilop numbering service. What you need to know about the yuilop service before use:

a) No access to emergency services: yuilop does not replace your mobile and / or fix phone (landline) service so you should have one of those services to ensure proper calls to emergency numbers if necessary.

b) Traditional telecommunications services: You need to have a pre-existing subscription with your telecom (fix or mobile) provider to use yuilop. The yuilop service is not a substitute of your telecom service providers such as mobile operators.

c) No access to premium rate services or special numbers: Please use your pre-existent subscription with your telecom provider to reach those services.

d) Jurisdiction: In some countries there are laws that may prohibit, limit or restrict the use of services such as yuilop due to age limits, bans or regulations. If this is your case please do not use yuilop.

1. Scope of the General Terms and Conditions of Use, Amendments

1.1 Yuilop Communications I Limited and Yuilop, S.L. (together “yuilop”) provides their services (“Service”) subject to the following General Terms and Conditions of Use (“T&C”), which you accept and agree through registering for the Service. Yuilop. S.L. provides you with the messages and calls to other yuilop’s users and Yuilop Communications I Ltd provides you with the SMS and outgoing calls to non-yuilop users´ fix and mobile phones. The application of deviating terms and conditions is excluded, even if yuilop does not explicitly reject. These T&C can be read and called up at any time from www.yuilop.com/terms or in the specific section within the application.

1.2 Amendments to these T&Cs will be made subject to observance of the statutory regulations and will be announced at www.yuilop.com/terms or through the application.

1.3 We offer you the Service exclusively as final user, therefore the reselling or commercialization of the Service is strictly prohibited so is the assignment of this contract.

1.4 The Service is not suitable for children less than 14 years-old or for legal entities. Neither can subscribe to the Service. If you belong to any of these groups you may not use the Service.

2. yuilop Application (“App”) / Service

2.1 Through the yuilop App, yuilop offers you a platform for web based and mobile communication within the yuilop community, e.g. with other yuilop users, as well as to external connections via chats, short messaging (“SMS”), via voice telephony and/or video telephony. Some features of the App may not be available at the time you install it.

In general yuilop does not charge you any fee for use of its Service. This does not apply for any costs charged by your mobile telephone provider or ISP for data transfer. Please check with your mobile operator or ISP what is your mobile data plan before using the yuilop Service.

yuilop can only ensure the free service through revenues from the dissemination of advertising material. Use of the yuilop service therefore presupposes that you consent to receipt of advertising information. The scope of the free use of the yuilop service is determined on the one hand by the scope of the advertising addressed to you and, on the other hand, by the conduct of the individual user and of all users of the yuilop service (“yuilop Community”). In this respect, you consent exclusively to the sending of advertising information through the App as this is an essential condition for yuilop to provide you with the Service; there is no obligation on your side to purchase or to conclude transactions with advertising partners of yuilop.

2.2 The yuilop service provides you with advertising information in the form of banners in the App (“pull advertising”) as well as via text or multi-media messages and/or e-mail (“push advertising”). Push-advertising measures presuppose that you have issued corresponding consent by checking the opt-in in the correspondent section within the App. There, you can determine the scope of the advertising information sent as well as the form of technical transmission (e.g. text or multi-media message or e-mail).

2.3 The yuilop service is not a substitute for telecommunications services. In particular, emergency telephone numbers cannot be reached via the yuilop service. yuilop can also restrict use of service and/or special telephone numbers within the scope of the yuilop service. Such numbers may include without limitation Law Enforcement Agencies, medical care, ambulance or any other emergency number; consequently you may not use the Service for this purpose. You are responsible for acquiring or subscribing to a fix or mobile service suitable that offers calls to emergency numbers. YUILOP IS NOT A SUBSTITUTE FOR YOUR MAIN FIX OR MOBILE SERVICES.

However if you attempt to make a 112 call from the mobile application in the European Union the mobile application will close and the call will be placed over your cellular carrier’s network (except from the web yuilop application). This does not prevent you from using your mobile phone for making emergency calls via your cellular provider as normal. If you dial internationally recognized emergency service numbers while using a mobile application, the mobile application will close, the native dialler will be launched, and the call will be placed over your carrier’s cellular network.

2.4 As long as you have “virtual credit” you will be able to send SMS and perform calls to other non-yuilop users’ mobile and fixed numbers. Virtual credit can be re-gained by subscription to yuilop’s partner advertiser campaigns, using the Service itself or by other means that yuilop may implement in the future.

Conversion rates between virtual credit vs voice minutes and SMS you gain and spend using the Service, may vary over the time depending on any suitable factor or factors; for example, the cost can depend on the size of the communication, the type of communication, the amount of the discount (if applicable), the sender, the intended recipient, the carrier, the country, the duration or length of the communication and/or any other suitable factor or factors.

In case of inactivity –not sending of any instant message, SMS and/or not performing any calls of any kind- during a continuous period of 30 days or more will imply the lost of your virtual credit.

2.5 Responsibility for the advertising information lies exclusively with the respective yuilop advertising partner. yuilop shall provide exclusively the technical transmission of the advertising information. In particular, the transmission of the advertising information shall not constitute any recommendation, guarantee or similar concerning the products and/or services offered by the advertising partner. The advertising partner bears sole responsibility for the correctness, up-to-date status and completeness of the advertising and product information, and for ensuring that the quality of the products and/or services advertised corresponds to the advertising or product information provided.

2.6 In the event you decide to procure products and/or services from a yuilop advertising partner, a contract shall be established exclusively between you and the yuilop advertising partner; yuilop shall not become a party to any such contract. yuilop draws explicit attention to the fact that the contracts with its advertising partners shall be subject to the partners’ terms and conditions of contract and, if applicable, to their general terms and conditions of business. yuilop has no influence over the general terms and conditions of business of the advertising partners and likewise does not act as their representative, agent or distributor.

2.7 The yuilop service is dependent entirely on advance performances by third parties, over which yuilop has no technical influence. An advance performance for the purpose of the above is, in particular but without limitation, the provision of the communication services by telecommunications providers (mobile operators, ISPs or others). Consequently, yuilop cannot exclude temporary restrictions or interruptions of the yuilop service in the event of capacity bottlenecks in the provider networks as well as in the event of faults and/or maintenance work and/or work on technical alterations to the providers’ systems. Whenever possible, yuilop shall inform you if it becomes aware of any non-availability of the yuilop service and shall require the network operators to rectify faults immediately. IMPORTANT INFORMATION: If your Broadband Connection fails, your voice service will also fail. Your service may cease to function if there is a power cut or failure. These failures may be caused by reasons outside our control.

2.8 yuilop is entitled to restrict, limit, suspend, intervene and / or interrupt the Service for maintenance purposes or to improve, repair or update the Service. yuilop will make its best efforts to notify you and likewise try to mitigate the inconveniences you may suffer, You have no entitlement to permanent availability of the yuilop service. yuilop is entitled to restrict and/or discontinue the service, in part or in full, at any time.

2.9 There are no special measures for end users with disabilities

3. Use of the yuilop service

3.1 Use of the yuilop service is only possible via your pre-existent telephone number allocated to you by your mobile operator. Such number will be used as your I.D. in our systems and cannot be changed. You cannot assign the services to third parties. However if you subscribe to the yuilop numbering service a yuilop number will also allocated to you (subject to availability in your country). Please refer to the specific terms of the numbering service for further information.

3.2 The yuilop service does not grant you any entitlement to the use of a specific contingent of free SMS and/or free minutes. Accordingly, you are not entitled to compensation from yuilop in the event of termination of the yuilop service by any cause or of withdrawal of the telephone number assigned to you for use of the yuilop service.

3.3 yuilop checks temporarily user’s mobile contacts directory in order to check which of the user contacts have yuilop installed and to optimise the yuilop service experience.

4. Your duties

4.1 You will use the yuilop service exclusively for private purposes. You are prohibited in particular from integrating the yuilop service fully or partially into own or other offers, or from using the yuilop service commercially for personal or third party purposes.

4.2 You undertake furthermore to refrain from any abuse of the yuilop service. In particular but without limitation, you undertake to refrain from

a) circumventing yuilop security precautions and/or
b) using facilities or performing applications which result or could result in damage and/or functional failure of the yuilop service, and/or
c) using the yuilop service for the use of diallers, PIN calls, spamming and/or the provision of added-value or premium services and/ or
d) using the yuilop service in an abusive way; such usage is especially reached as soon as you increase a volume of 1000 Min/SMS per week and/or

e) using the Service above the common practice and / or above a fair usage or against good morals and/or

f) Committing fraud or using the Service in a way that it might be reasonable to consider so as a sign of fraud.

g) use the Service to upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas that are designated for such purpose.

In case of abuse according to art. 4.1 or 4.2 or 4.3 of these T&C, yuilop is entitled to reduce the usage or to exclude you from further usage of the yuilop service and / or even terminate this contract.

4.3 Finally, you undertake not to make unlawful use of the yuilop service and, in particular, to ensure that the contents of his communication do not violate applicable law, statutory and official prohibitions or good morals or any third party rights. You guarantee in particular that you will not disseminate any discriminating and/or pornographic and/or extremist content within the scope of the yuilop service.

4.4 In the event of claims by third parties against yuilop as a result of violation of your obligations, in particular as a result of unlawful, illegal or fraudulent use of the yuilop service or against these T&C, you undertake to indemnify yuilop against these claims at the first request. The indemnification also includes any costs of legal pursuit incurred by yuilop as a result.

5. Utilisation period, ending of use

5.1 You can use the yuilop Service for an indefinite period. You are entitled to end the use at any time without adhering to a period of notice.

5.2 The right of either party to immediate termination for important cause shall remain unaffected. An important cause shall be given for yuilop in particular if

a) you make unlawful use of the yuilop service, in particular use in contravention of legal provisions, other legal regulations or in violation of good morals, in the event of a strong suspicion of such, or due to an infringement of point 4.2 and/or in general you do not comply with any provision of these T&C, and/or

b) you use the yuilop service for purposes other than private purposes, and/or

c) yuilop license if applicable is revoke, and/or

d) the business of yuilop is discontinued, it is not profitable or yuilop is in bankruptcy procedures, and/or

In case of termination you will lose your virtual credit with no possibility of reimbursement.

6. Liability of yuilop

6.1 yuilop does not monitor nor control and therefore it has not knowledge of the contents that are distributed through the App by the users of yuilop. People generating and sending such contents are fully and exclusively responsible. Likewise, be informed that you might be exposed to content that is offensive, illegal, obscene, harmful, unacceptable or not suitable for the children content.

6.2 yuilop shall be liable for damage caused intentionally or through gross negligence. yuilop shall likewise be liable for damage resulting from culpable injury to life, limb and/or health.

6.3 Specially given the Service is provided for free, if the preconditions set out in point 6.2 of these T&C are not given, yuilop shall only be liable in the event of culpable violation of a fundamental contractual obligation (“cardinal obligation”), irrespective of the legal grounds. In such cases, the liability of yuilop shall be limited to the contractually typical, foreseeable and proved damage. Cardinal obligations are obligations whose fulfilment makes correct execution of the contract possible in the first place, and in adherence to which you can normally trust. As such, these are obligations whose violation would endanger achievement of the purpose of the contract. The contractually typical, foreseeable damage is a maximum of € 5000 save as stated in case law or in any other law or statutory regulation.

6.4 In other respects, liability is excluded as far as allowed by applicable Law. In particular, yuilop shall not be liable either for the defective provision of advance performances by third parties as per point 2.6 of these T&C and for any consequences of not enabling emergency calls.

6.5 In no event shall yuilop be liable for any special, consequential, indirect, incidental damage or any loss of revenue, profit or opportunity.

6.6 If liability is excluded or limited, this shall also apply for the personal liability of the legal representatives, senior managers or other vicarious agents of yuilop.

6.7 Some jurisdictions do not allow the liability limitations and disclaimers stated in this clause. Therefore some of them might not be applicable to you. If that is the case the liability of yuilop shall be limited as further as legally possible.

7. Protected privileges, data protection

7.1 All brands, industrial property rights and/or logos of yuilop and/or the yuilop advertising partners, shown within the scope of the yuilop service, are the property of the respective entitled party, even if they are not marked with corresponding protection references (i.e. Ò). Reproduction and/or other use of these brands, protected privileges and/or logos are not permitted without the consent of the respective entitled party.

7.2 Protection of user data and your privacy is of particular importance to yuilop. As such, the rulings on data protection at yuilop shall apply in extension; you likewise accept their application. See more about in our privacy policy.

8. - Yuilop Paid Services

Yuilop, S.L. or any of its subsidiaries as the case may be offers two payment options:

- Ad-free subscription to Yuilop

- Paid top-ups of Virtual Credits (allowing you to make calls and SMS out of the Yuilop Community) remember that alternatively you can gain Virtual Credits for free by participating in the activities as described in point 2.4 of our terms and conditions.

Please take into account that we are currently rolling out the payment service so this feature might be not available for your device OS or in your country.

8.1 If you wish to use Yuilop Paid Services, you must agree to all the terms of this Section. All the other provisions of this Agreement also apply to Yuilop Paid Services.

8.2 Payments will be made exclusively in the manner(s) indicated by Yuilop from time to time, including through service providers separate from Yuilop. You need to agree to any specific terms presented at the moment of making a payment, including without limitation provisions relating to processing of personal data by that service provider which may differ from Yuilop’s policies and for which Yuilop is not responsible.

8.3 Please think twice before purchasing: all purchases are final and no refunds are available for payments made for Yuilop Paid Services that are made through third parties’ platforms. In the event that you believe you have been charged in error, you must contact Yuilop support within 14 days of such charge and submit evidence that you’ve been charged by error otherwise we have to rely on the information of our system and assume the purchase was righty and consciously performed. No refunds will be given for charges, which are more than 14 days old. If you have not used your credit for 180 days then it will automatically expire and you will lose it. Yuilop will try to send you a reminder before it expires. If your User Account expires or is terminated you will also lose any remaining credit in your User Account. Note that certain special promotions may be subject to shorter expiry dates within which you would need to use the relevant credit, so please read the applicable terms carefully at the time of purchase.

8.4 Charges for Yuilop Paid Services are subject to change. For YuilopOut the applicable rates are those in effect at the time of using the service. Please always check the up to date charges at http://yuilop.com/rates/. Unless otherwise specified, rates include VAT, Calls are normally charged in thirty-seconds increments and will be rounded up to the nearest Euro cent or Dollar cent (or other applicable currency unit), except as set out on the current rates page from time to time.

8.5 If you encounter any problems related to payment, pricing or use of Yuilop Paid Services, please contact support@yuilop.com. Be aware that Yuilop does not provide support in all languages and English is the language generally used.

8.6 If the law of your country or location prohibits you from using the Yuilop Paid Services whether due to age restrictions, content laws or other legal restrictions, you must not use the Yuilop Paid Services and any payments that you make will not be refunded.

9. Concluding provisions

9.1 Should a provision of these T&C be or become invalid or inoperable, either in part or in full, the validity of the other provisions shall remain unaffected.

9.2 Save otherwise stated in the law of your country, the agreement between yuilop and you is subject to the exclusive application of Spanish Law.

Last amended July 2013