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TERMS AND CONDITIONS

Effective Date: June 1, 2025

1. Introduction

PLEASE READ THE FOLLOWING TERMS CAREFULLY BEFORE USING THE SITE AND/OR THE APPS. BY DOWNLOADING, INSTALLING OR ACCESSING THE APPS OR BY THE BROWSING THE SITE, YOU ACCEPT AND AGREE TO THESE TERMS WHICH ARE LEGALLY BINDING. IF YOU DO NOT AGREE WITH THESE TERMS OR OUR PRIVACY POLICY, YOU SHOULD NOT USE THE SITE AND THE APPS.

These Terms of Service (“Terms”), which include and hereby incorporate the Privacy Policy at [insert URL] (“Privacy Policy”), are a legal agreement between Yakka, Inc. (referred to as "Yakka") and its related companies (the “Company,” “us,” “our,” or "we") and you ("you" or “your”). By using or accessing the Yakka application (the “App”) or the website located at [insert url] (the "Site"), which are collectively referred to as the “Service,” you agree (i) that you are 18 years of age or older, (ii) if you are the age of majority in your jurisdiction or over, that you have read, understood, and accept to be bound by the Terms, and (iii) if you are between 18 and the age of majority in your jurisdiction, that your legal guardian has reviewed and agrees to these Terms.

We are constantly trying to improve our Services, so these Terms may need to change along with the Services. We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention through the Services (e.g., by posting a notice), by sending you an email, and/or by some other means. If you don't agree with the new Terms, you are free to reject them and no longer use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

2. General information

Yakka provides a comprehensive running club management app that includes training plans, strength routines and workouts, general running support, messaging, and event management tools for public and private communities. The Service may also allow you to pay for services or access a community from a third party. For more information on the services we offer, please visit the Site or our App.

You may download and use our App provided you are aged 18 or older. We may delete your account (and associated data) if you are under such age.

3. App Updates and Functionality

We may make updates to the Apps available to you from time to time which may add features or fix bugs. We recommend that you keep the Apps updated as you may not be able to use them until you have installed the latest version.

The Apps are provided over the Internet and so their quality and availability may be affected by factors outside our control. We are not responsible for any connectivity issues that you may experience when using the App. You are responsible for obtaining a compatible device, as well as for paying any applicable data charges that may be charged to you by your network provider in connection with your use of the App.

Like with all applications, the Apps may include bugs and other errors from time to time. While we aim to fix bugs that we are aware of, we do not guarantee (and so do not take responsibility for ensuring) that the Apps or the Site will be error-free or that any such errors will be corrected.

From time to time, the App may include integrations with third party products and services (such as Strava). As these connections are additional to our core service and reliant on a third party: (a) we do not accept responsibility for such connections; and (b) they may stop working or be removed at our discretion (without refund).

4. Rights to Use the Service

Subject to your compliance with these Terms, the Company grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use and access the Service solely for your personal, non-commercial use, unless we agree to your commercial use in writing. You agree not to (and not to attempt to) (i) use the Service for any use or purpose other than as expressly permitted by these Terms; (ii) copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, attempt to discover any source code, reverse engineer, decompile, dissemble, or otherwise exploit the Service or any portion of the Service, except as expressly permitted in these Terms; or (iii) use data mining, robots, spiders, or similar data gathering and extraction tools on the Service. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by the Company or its licensors, except for the permissions and rights expressly granted in these Terms. Yakka is a platform. We are not responsible for the quality, timing or legality of content. The Company reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. This may be where we discontinue a particular feature, or where we suspend access to the services to protect Yakka and its users.

The Company reserves the right to refuse any user access to the Services without notice for any reason, including but not limited to a violation of the Terms. If you violate these Terms, the Company reserves the right to issue you a warning regarding the violation or immediately terminate or suspend any or all Accounts you have created using the Service. You agree that the Company need not provide you notice before terminating or suspending your Account(s), but it may do so.

5. Your Account

You are responsible for your log-in credentials and for any activity resulting from the use of your log-in credentials or other activity on your account (“Account”) on the Service. Upon launching the Service, if you do not already have an Account, you will be prompted to create one by providing a valid email address and a password. You are also required to provide other information to access or utilize certain applications or features. You represent and warrant that the information you provide to us upon registration and at all other times will be true, accurate, current, and complete. We reserve the right to reject any name or to terminate your name or prevent use of a name in our sole discretion, and without any liability to you. You understand and agree that other users of the Service may have the same name as you, however, users will be differentiated by a unique identifier that may or may not be visible to you or other users. You will ensure that your email address is kept accurate and up-to-date at all times. If we allow you to use the Service without creating an Account (e.g., if we make available a single-session use feature), any name you select for use in connection with the Service will be available for other users after your session ends. You are responsible for maintaining the confidentiality of your log-in credentials and are fully responsible for all activities that occur through the use of your credentials or otherwise on your Account. You agree to notify us immediately if you believe the confidentiality of your log-in credentials has been compromised or if you suspect unauthorized use of your Account. You agree that we will not be liable for any loss or damage arising from unauthorized use of your credentials.

6. Communications

You agree to receive communications from us electronically, such as email, text, or mobile push notices, or notices and messages on the Service. By using the Service or providing information to us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the Service, and that all agreements, notices, disclosures, and other communications that Yakka provides to you electronically satisfy any legal requirements that such communications be in writing.

You may use the Service to send messages to other users of the Service. You agree that your use of the Service will not include sending unsolicited marketing messages or broadcasts (i.e., spam). We may utilize a variety of means to block spammers and abusers from using the Service. If you believe spam originated from the Service, please email us immediately at hello@yakkaapp.com.

7. Payment

Many parts of our Services are currently free and do not require payment. We may in the future implement a new fee, or modify an existing fee, for certain current or future features of our Platform. If we implement a new or modified fee, we will give you advanced notice such as by posting changes on our Services or sending you an email. You agree to pay those fees and any associated taxes for your continued use of the applicable service. Unless otherwise stated, all fees and all transactions are in U.S. dollars. All fees are exclusive of applicable federal, state, local, or other taxes. Community leads may impose fees related to particular portions of the Platform, such as member dues or other fees. The decision to charge fees and the amount of those fees is at the discretion of those leads. We reserve the right to initiate refunds of fees paid to community leads, when appropriate, even in cases of fees paid through a third-party payment service. Community leads may also have their own refund policies, so long as they are consistent with and do not limit members’ ability to receive refunds. Payments made to community leads via the Company are made through a third-party payment service provider. If a user pays a fee to a community lead via the Company, the member authorizes the community lead (and the community lead’s applicable payment service provider) to charge the designated payment method for the total amount of the fees, including any applicable taxes and other charges. Certain types of fees charged by community leads may be billed on a recurring basis. If billed on a recurring basis, you authorize the community lead to charge the applicable fee to the designated payment method. You may cancel auto-renewal at any time. Community lead subscriptions are non-transferable.

In connection with community lead imposed fees, we act as a limited agent for the sole purpose of receiving, holding, and settling payments. As your agent, our receipt of funds on your behalf is the same as receipt of funds by you directly, and you will only have recourse against us for any failure by us to settle funds to you. We try to provide timely access to your funds, but you may occasionally experience delays in accessing your funds. We may also block or hold payments for violations of the terms or compliance reasons, including collecting tax reporting information. When payments are delayed or blocked, we try to communicate the reasons to you promptly. We may block payments if we believe them to be fraudulent.

We collect a fee for processing such transactions. We do not handle most tax payments, but we may collect tax identification information and report this to tax authorities as legally required. You are responsible for reporting any taxes.

We reserve the right to charge for certain or all Services in the future. We will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services.

8.  Not Medical or Professional Advice

The contents of the Site and Apps are provided for informational purposes only. It is not intended to be a substitute for professional medical advice, diagnosis or treatment, professional nutritional advice, or professional strength coaching. You expressly agree that we are not providing medical or professional nutritional advice to you as part of the Site or the Apps, and it is not a replacement for a physician or other qualified professional.

You should always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. You should not:

Your use of the Site and the Apps does not create a doctor-patient or other professional healthcare relationship between you and Yakka.

9. Intellectual Property Rights

All rights, title and interest in and to all materials that are part of the Service (including, but not limited to, designs, text, graphics, pictures, video, information, applications, software, music, sound and other files, and their selection and arrangement), except for Your Content, collectively referred to as the "Service Materials,” are, as between the Company and you, owned by the Company and/or its third party licensors. You acknowledge and agree that you shall not acquire any ownership rights whatsoever by downloading Service Materials. You agree that you shall not modify, copy, distribute, frame, reproduce, republish, download, scrape, display, post, transmit, or sell in any form or by any means, in whole or in part, or otherwise exploit the Service Materials without our express prior written permission. You acknowledge that you do not acquire any ownership rights by using the Service or by accessing any Service Materials posted on the Service by the Company, or any derivative works thereof. All rights not expressly granted by these Terms are reserved by the Company and its licensors, and no license is granted hereunder by estoppel, implication or otherwise.

10. Your Content

Any data, text, graphics, photographs and their selection and arrangement, and any other materials uploaded to the Service by you is “Your Content.” You represent and warrant that Your Content is original to you and that you exclusively own the rights to such content, including the right to grant all of the rights and licenses in these Terms without the Company incurring any third party obligations or liability arising out of its exercise of such rights and licenses. All of Your Content is your sole responsibility and the Company is not responsible for any material that you upload, post, or otherwise make available. By uploading, distributing, transmitting or otherwise using Your Content with the Service, you grant to us a perpetual, nonexclusive, transferable, royalty-free, sublicensable, and worldwide license to use, host, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display Your Content in connection with operating and providing the Service. The Company does not guarantee the accuracy, quality, or integrity of any user content posted. By using the Service, you acknowledge and accept that you may be exposed to material you find offensive or objectionable. You agree that the Company will not under any circumstances be liable for any user content, including, but not limited to, errors in any user content, or any loss or damage incurred by use of user content. The Company reserves the right to remove and permanently delete Your Content from the Service with or without notice for any reason or no reason. You may notify the Company of any user content that you believe violates these Terms, or other inappropriate user behavior, by emailing hello@yakkaapp.com.

11. Rules of Conduct and Usage

The Service provides communication channels such as messaging and event reservations ("Communication Channels") designed to enable you to communicate with other Service users. The Company has no obligation to monitor these communication channels but it may do so in connection with providing the Service. The Company may also terminate or suspend your access to any Communication Channels at any time, without notice, for any reason. You acknowledge that any user content (including without limitation chats, postings, or materials posted by users) on the Communication Channels is neither endorsed nor controlled by us. The Company will not under any circumstances be liable for any activity within Communication Channels. The Company is not responsible for information that you choose to share on the Communication Channels, or for the actions of other users. As a condition of your use of the Service, and without limiting your other obligations under these Terms, you agree to comply with the restrictions and rules of use set forth in these Terms as well as any additional restrictions or rules (such as application-specific rules) set forth in the Service. As an example, you agree not to use the Service in order to:

These rules of use are not meant to be exhaustive, and we reserve the right to determine what conduct we consider to be a violation of the Terms, or improper use of the Service and to take action including termination of your Account and exclusion from further participation in the Service.

12. Feedback

We appreciate hearing from our users and welcome your comments regarding the Service. If you choose to provide feedback, comments or suggestions for improvements to the Service or otherwise (in written or oral form) (“Feedback”), you represent and warrant that (a) you have the right to disclose the Feedback, (b) the Feedback does not violate the rights of any other person or entity, and (c) your Feedback does not contain the confidential or proprietary information of any third party or parties.

By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development, (iii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works from, publish, distribute and sublicense the Feedback, and (iv) irrevocably waive, and cause to be waived, against Yakka and its users any claims and assertions of any moral rights contained in such Feedback. This Feedback section shall survive any termination of your account or the Services.

All rights in this section are granted without the need for additional compensation of any sort to you.

13. Third Party Content

We use third-party services to help us provide the Service, but such use does not indicate that we endorse them or are responsible or liable for their actions. In addition, the Service may link to third-party websites to facilitate its provision of services to you. If you use these links, you will leave the Service. Please note that your use of such third-party services will be governed by the terms and privacy policy applicable to the corresponding third party. Some of these third-party websites may use Service Materials under license from us. We are not responsible for nor do we endorse these third-party websites or the organizations sponsoring such third-party websites or their products or services, whether or not we are affiliated with such third-party websites. You agree that we are not responsible or liable for any loss or damage of any sort incurred as a result of any such dealings you may have on or through a third-party website or as a result of the presence of any third-party advertising on the Service.

14. User Disputes

You are solely responsible for your interaction with other users of the Service and other parties that you come in contact with through the Service. The Company hereby disclaims any and all liability to you or any third party relating to your use of the Service. The Company reserves the right, but has no obligation, to manage disputes between you and other users of the Service.

15. Copyright

Copyright Complaints. The Company respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify the Company of your infringement claim in accordance with the procedure set forth below. The Company will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to support@heylo.co. To be effective, the notification must be in writing and contain the following information:

Counter-Notice. If you believe that Your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in Your Content, you may send a written counter-notice containing the following information to the Copyright Agent:

Repeat Infringer Policy. In accordance with the DMCA and other applicable law, the Company has adopted a policy of terminating, in appropriate circumstances and at the Company's sole discretion, users who are deemed to be repeat infringers. The Company may also at its sole discretion limit access to the Service and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

16. Termination

You may terminate your Account at any time and for any reason by emailing the Company at support@yakka.com. The Company may terminate your Account and your access to the Service (or, at the Company's sole option, applicable portions of the Service) at any time and for any reason. The Company is not required to provide you with any notice or warning prior to any such termination. You may, as the result of termination, lose your Account and all information and data associated therewith, and the Company is under no obligation to compensate you for any such loss.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.

17. Disclaimer

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TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, YAKKA EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY: (A) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE AS TO THE SITE, APPS AND ITS CONTENT, INCLUDING THE INFORMATION, DATA, SOFTWARE, OR PRODUCTS CONTAINED THEREIN, OR THE RESULTS OBTAINED BY THEIR USE OR AS TO THE PERFORMANCE THEREOF; (B) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING; AND (C) WARRANTIES OR CONDITIONS OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE. THE SITE AND APPS AND ALL CONTENTS THEREIN AND COMPONENTS THEREOF ARE PROVIDED ON AN “AS IS” BASIS AND YOUR USE OF THE SITE AND APP IS AT YOUR OWN RISK.

18. Limitation of Liability

To the maximum extent permitted by law, in no event will the Company be liable to you or to any third person for any consequential, incidental, special, punitive or other indirect damages, including any lost profits or lost data, arising from your use of the Service or other materials on, accessed through or downloaded from the Service, whether based on warranty, contract, tort, or any other legal theory, and whether or not the Company has been advised of the possibility of these damages. The Company shall not be liable to you for more than the greater of (a) the amount you have paid to us in accordance with these Terms in the three (3) months immediately preceding the date on which you first assert a claim or (b) $100. The limitations and disclaimers in these Terms do not purport to limit liability or alter rights that cannot be excluded under applicable law. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above disclaimers and limitations may not apply to you. In these jurisdictions, the Company’s liability will be limited to the greatest extent permitted by law.

You specifically acknowledge that the Company shall not be liable for user content, including without limitation Your Content, 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 you.

You acknowledge that your athletic activities (including, but not limited to, running, or following a training plan on the Apps) carry certain inherent and significant risks of property damage, bodily injury or death. You further agree, to the maximum extent permitted by the law in your country of residence, to:

19. Indemnification

You agree to indemnify and hold the Company and its subsidiaries, affiliates, officers, directors, agents, and employees, harmless from and against any loss, liability, suit, action, claim, demand, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with (i) your use of and access to the Service; (ii) your violation of any term of these Terms; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right or any third party agreement; or (iv) any of Your Content or information in your Account or any other information you post or share on or through the Service. As used in this section, "you" shall include anyone accessing the Service using your password.

20. Changes to These Terms

We are constantly trying to improve our Services, so these Terms may need to change along with the Services. We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention through the Services (e.g., by posting a notice), by sending you an email, and/or by some other means. Your use of our Site and Apps constitutes your acceptance of these Terms as amended by us from time to time, and you should, therefore, review these Terms regularly. If you don't agree with the new Terms, you are free to reject them and no longer use the Services.

21. Dispute Resolution and Governing Laws

THIS SECTION ONLY APPLIES TO YOU IF YOU ARE A UNITED STATES RESIDENT. PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

You and Yakka agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.

Most disputes can be resolved without resorting to arbitration. In the event of a dispute, you agree to provide us notice of the dispute. This notice must provide a brief, written description of the dispute, the relief requested and the contact information of the party giving it. You must send any such notice to Yakka by email to hello@yakkaapp.com.

In the event of a dispute, claim, question, or disagreement arising out of or in connection with these terms or any contract between you and us, then you agree to attempt to settle the dispute by engaging in good faith with us in a process of mediation before taking any further action.

Notwithstanding the foregoing, disputes concerning patents, copyrights, moral rights, trademarks, and trade secrets and claims of piracy or unauthorized use of the Site shall not be subject to arbitration, and the notice and good faith negotiation required by this paragraph shall not apply to these types of disputes.