TERMS OF SERVICE

YABALE TERMS OF USE
Last updated on: 2/7/16

Introduction

We at Yaballe (“Yaballe”, “We”, “Our” or “Us”) offer a tool of your online merchant accounts through our website located at yaballe.com (“Website”) and an application that may be available for download through online and mobile application platforms (jointly the “App”). The Website and the App shall be jointly referred to herein as the “Service”, unless expressly specified otherwise.

By your registering or using the Service in any way (jointly “User” or “Users”, as the case may be), you accept the Terms of Use (“Terms”), which form a binding legal agreement between you and Yaballe. If you do not agree to be bound by these Terms, do not use or otherwise access the Service.

The Yaballe User agreement (“Agreement”), incorporates and includes: (i) these Terms; and (ii) the privacy policy (“Privacy Policy”), which form an integral and inseparable part of the Agreement.

Words in these Terms appearing in the singular form shall include the plural form, and vice versa, and words appearing in the masculine, feminine or neuter forms shall include all other forms, unless expressly set forth otherwise.

Grant of License

For the term of this Agreement, we hereby grant you a limited, non-exclusive, non-transferable, non-sub licensable, revocable license to use the Service exclusively for your own benefit and subject to payment of the applicable fees (if any). Any other use contrary to the express purposes and permissions as stated herein, is strictly prohibited and shall be deemed a violation of these terms, and without derogating from any remedy reserved to Yaballe under applicable law or these terms, shall entitle it to terminate your account forthwith without any claim on your part.

We reserve all rights not expressly granted in this Agreement, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in Services and all related items, including any and all copies made of the Services.

Without derogating from the generality of the aforesaid, it is clarified that the Use of the Services shall be for your own, private use, and may not be reproduced, duplicated, copied, re-sold, sub-licensed, or otherwise used in whole or in part by you for any commercial purposes. You may not modify, translate, reverse-engineer, reverse-compile or decompile, disassemble or create derivative works from the Services.

If you violate or if, at any point, you do not agree to any of the terms in the Agreement, your license to use the Services shall immediately terminate without any prior notice to you, and you shall immediately refrain from using the Service. If the Service determined to be illegal under the laws of the country in which you are situated, you shall not be granted any license to use the Service and must refrain from using the Services.

Payment

Cancellation: At any given moment, a user can cancel his or her recurring service fees directly on Paypal website (www.paypal.com). Responsibility for cancelling a plan will be on the user side and not Yaballe side.

Plan Upgrade: On any given time, the user can upgrade his plan and get a partial refund according to the number of usage days.

Plan Downgrade: On any given time, the user can downgrade his plan. The user will stay on the current plan and on the next billing cycle the new (smaller) plan will be activated and the lower amount will be charged.

The Services

Subject to your full compliance with these Terms, We shall provide the Service, which may include, tools for online merchant accounts. Please note that parts of the Service or certain features may be provided only to Users who subscribe for such parts of the Service and/or features and that We may charge fees for such Service and/or features.

You acknowledge and understand that from time to time the Services may be inaccessible or inoperable due to equipment malfunctions, periodic maintenance procedures, repairs or upgrades which may occur over time. You also acknowledge and understand that service malfunctions may occur for reasons beyond Yaballe’s control or which are not reasonably foreseeable, including, without limitation, interruption or failure of telecommunication or digital transmission links, including delays or failures due to your hardware, Internet service provider, hostile network attacks, network congestion or other failures. You agree that We will not be liable to you or to any third party in the event the Services are inaccessible or malfunction, or for any disruption in the Services or your use thereof.

You acknowledge and understand that the proper function of the Services is dependent upon the operability and availability of third party services, including API’s of your online merchant account providers (“Third Party Services”). You hereby acknowledge that in the event of non-operability and non-availability of any applicable Third Party Services, the Services may not operate correctly and as intended, especially with respect to features relating to price and data comparison and auto-update between online merchants. You further acknowledge that Third Party Services may limit or restrict the frequency or scope of access of the Services to Third Party Services, and in such an event the Services may not operate correctly and may display non-current information. You agree that We will not be liable to you or to any third party in the event the Services or your use thereof are effected by any Third Party Services, or for any malfunction or disruption in the Services due to Third Party Services. In light of the aforementioned, You are highly encouraged to verify the correctness of any information or data automatically collected by the Services from any Third Party Services.

We may change, suspend, or discontinue any or all of the Service for any reason, at any time, including the availability of any feature or part of the Service at Our sole discretion. We may also impose limits on any or all of the Service or restrict your access to parts or all of the Service without notice or liability. We may charge fees for the use of the Service or part of it and may include advertisements or other commercial content in any product, image and/or webpage including those which have been created by Users, unless stated otherwise.

We offer fulfilment services to our users that may include cash back benefits. The cash back rate may be changed without any notice from our side. There is no warranty for the fulfilment services.

Automated Product Recommendation and Listing Optimization Features – Customer Responsibility

The Service may include, from time to time, automated tools powered by algorithmic and/or artificial intelligence technologies which (a) identify, scan, suggest or recommend potential products for sale, and/or (b) generate, edit, translate, optimize or otherwise enhance listing content, including but not limited to titles, descriptions, images, item specifics and categories (collectively, the “Automated Features”), regardless of the commercial name given to such features from time to time (including, without limitation, “Product Finder,” “AI Title Optimizer,” or any successor or replacement feature).

Outputs generated by the Automated Features are saved solely as drafts (“Drafts”) within the User’s Yaballe account. The Automated Features do not, and shall not, automatically publish, list, or upload any product or content to any third-party platform (including, without limitation, eBay) without an explicit, affirmative approval action taken by the User.

The User acknowledges, represents and agrees that the sole and exclusive responsibility for the review, screening, verification, editing, approval and publication of any product and any listing content recommended, generated, translated or optimized by the Automated Features rests solely with the User. Prior to approving the publication of any product or listing to the User’s store, the User undertakes to carefully examine each output, including, but not limited to: (i) compliance with the policies and rules of the relevant third-party platform; (ii) third-party intellectual property rights, including copyrights, trademarks, patents, brand protection programs, VeRO and similar rights-owner programs; (iii) any restrictions, prohibitions or regulations applicable to the product (including, without limitation, import/export restrictions, prohibited or restricted product categories, health, food, cosmetics, weapons, electronics, age-restricted items and similar categories); (iv) accuracy of the description, images, pricing, quantity and shipping terms; and (v) any and all applicable laws and regulations applicable to the User, the product and its offering for sale.

Yaballe makes no representation or warranty, express or implied, that products recommended or content generated by the Automated Features are permitted for sale, lawful, free from third-party rights, accurate, current, unique, or in compliance with the policies of any third-party platform. Yaballe does not, and is not able to, pre-verify whether any specific product or content is subject to restrictions, licensing requirements, import approvals, brand policies, regional blocks, customs duties, or any other limitation. Any data, information, recommendation or output produced by the Automated Features is provided on an “AS IS” and “AS AVAILABLE” basis and is fully subject to the Disclaimer and Limitation of Liability sections of these Terms.

The User acknowledges and agrees that any decision to approve the upload and/or publication of a product or content to the User’s store, based on outputs of the Automated Features, is made at the User’s sole discretion and sole responsibility, and that any damage, loss or expense — whether direct or indirect — including, without limitation: suspension, restriction or termination of accounts by any third-party platform; product takedowns; fines, penalties or fees imposed by any platform; claims or demands by third parties (including, without limitation, claims of intellectual property infringement); loss of revenue or profits; reputational harm; or any other liability — shall be the sole and exclusive responsibility of the User. The User hereby irrevocably waives any claim, demand or cause of action against Yaballe and/or any of the Yaballe Parties in connection therewith, and undertakes to indemnify Yaballe in accordance with the Indemnification section of these Terms.

Fees and Payments

We may, from time to time, offer Beta Programs and Free Trials. Please be aware that if you accept a free trial we will begin to bill your account for that feature or recurring service fees when the free trial expires, unless you cancel it before that time; or if you agree to terms of any other promotion associated therewith. Free trials or Beta Programs cannot be combined with any other offer.

You agree to provide Yaballe with accurate and complete billing and contact information, including Your legal name, company name, street address, e-mail address, and telephone number, and to update this information within 30 days of any change to it. If the contact information You provide is false or fraudulent, Yaballe reserves the right to terminate Your access to the Services immediately without liability to You and without any obligation to return Your data.

During the term of this Agreement, You agree to pay Yaballe the service fees associated with use of the Yaballe Services and optional services upon registration or as updated by You from time to time. Except as otherwise provided, fees are non-refundable, and the amount cannot be decreased during the relevant term selected upon registration or as updated by You from time to time.

All subscription fees, whether monthly or annual, are non-refundable. Upon cancellation, your access will continue until the end of the current billing period, and no partial or pro-rata refunds will be issued for any unused portion of the subscription term. Additionally, any credits purchased within the platform are non-refundable and have no cash value. Unused credits will not be reimbursed upon cancellation or termination of your account, for any reason.

All payments, fees and other charges payable by You to Yaballe under this Agreement are exclusive of all applicable federal, state, local and foreign taxes, levies and assessments. You agree to bear and be responsible for the payment of all such taxes, levies and assessments imposed on You or Yaballe arising out of this Agreement, excluding any tax based on Yaballe’s net income. If You are required by any applicable law to deduct or withhold amounts otherwise payable to Yaballe hereunder, You agree to pay the required amount to the relevant governmental authority and pay to Yaballe, in addition to the payment to which Yaballe is otherwise entitled under this Agreement, such additional gross-up amount as is necessary to ensure that the net amount actually received by Yaballe free and clear of all taxes equals the full amount Yaballe would have received had no such deduction or withholding been required.

All prices and fees are subject to change by Yaballe at its own discretion through a 30 day prior notice. Price changes shall enter into effect as of the lapse of Your service fees period or Your respective billing cycle as applicable. If you do not agree to any such change, cease any use or otherwise access the Service.

If you pay or attempt to pay by fraudulent means, Yaballe reserves the right to immediately and permanently terminate your access to the Services, with no liability to You and no obligation to return Your data, and possibly seek criminal penalties.

In the event that Your account is delinquent, Yaballe reserves the right to suspend Your access to the Service, with no liability to You, until such amounts are paid in full. You agree that Yaballe may impose a charge to restore archived data from delinquent accounts. Unpaid charges (except those charges under reasonable and good faith dispute) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all collection expenses.

To dispute an invoice, You must contact Yaballe writing no later than thirty (30) days after the billing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. You agree to retain complete, clear and accurate records regarding Your use of the Services and agree to submit to a reasonable audit of this information upon reasonable notice by Yaballe.

General Terms & Conditions

Yaballe reserves the right, in its sole discretion, to revise or modify these Terms at any time. When We’ll perform changes to these Terms of Use which shall adversely effect on your rights and obligations, We will ask for your approval for the revised version. We encourage you to review any revised version of these Terms before providing your approval so you could be informed of any change or modification to your rights and/or obligations. If you do not agree to be bound by all the provisions of any revised version of these Terms, you should close your account (no penalty shall apply to you if you’ll choose to close your account for this reason). Please note that your approval for any revised version of these Terms shall be deemed as your full acceptance of the revised Terms, with no exception.

We reserve the right to modify or terminate the Service or your access to the Service for any reason, without notice, at any time, and without any liability to you, including forfeiture of any username for any reason. If we terminate your access to the Service, your User Content and all other data will no longer be accessible through your account; however, those materials and data may still appear within search engines results and may be included in analysis conducted by Yaballe to improve the Service and future offerings. Upon termination, all licenses and other rights granted to you by Us in these Terms will cease immediately.

Users who violate any of the provisions of these Terms shall be subject to having their account revoked and/or be excluded from the Service. We further reserve the right, in Our sole discretion, to publish the information of any User who violates any of the provisions of these Terms. It is clarified that the termination shall not affect the rights of Yaballe with respect to the license granted by you to Us in your User Content as set forth hereunder, and such license shall be unlimited, with respect to duration, scope, contents or otherwise.

We reserve the right to refuse access to the Service to anyone for any reason at any time, and you hereby waive and shall be prevented from raising any claim and/or demand from Us in this respect. We may, but have no obligation to, remove, edit, block, and/or monitor User Content or accounts containing User Content that we determine, in our sole discretion, violates any provisions of these Terms.

There may be links from the Service, or from communications you receive from the Service, to third-party websites or features. There may also be links to third-party websites or features in commercials, images, or comments within the Service. The Service also may include third-party content that we do not control, maintain or endorse. Functionality on the Service may also permit interactions between the Service and a third-party website or feature, including applications that connect the Service or your profile on the Service with a third-party website or feature. Using this functionality may require that you log in to your account on the third-party service and you do so at your own risk. We do not control any of these third-party web based services or any of their content. You expressly acknowledge and agree that We are in no way responsible or liable for any such third-party services or features. Your correspondence and transactions with third parties found through the service are solely between you and such third party. We shall also not be responsible for, and disclaim any liability regarding the terms of use or privacy policies of those third-party websites or to the user identification means they use.

We may display advertisements and promotions as part of the Service, and you hereby agree that We may place such advertising and promotions on the Service. The manner, mode, extent and changes of such advertising and promotions are subject to Our sole consideration. You acknowledge that We may not identify paid services, sponsored content and/or commercial communications as such.

You acknowledge that with respect to all your communications with Us regarding the Service, including but not limited to feedback, questions, comments, suggestions and the like: (i) you shall have no right of confidentiality in such communications and we shall have no obligation to protect your communications from disclosure to third parties; (ii) we shall be free to reproduce, use, disclose and distribute your communications to others without limitation; and (iii) we shall be free to use any ideas, concepts, know-how, content or techniques contained in your communications for any purpose whatsoever, including but not limited to the development, production and marketing of products and services that incorporate such information. The above is limited only by our commitment and obligations pertaining to your personal information, as further specified under our Privacy Policy.

The Service contains content solely and exclusively owned by, or licensed to, Yaballe (“Yaballe Content”). Yaballe Content is protected by copyright, trademark, patent, trade secret, and other intellectual property rights, and Yaballe owns and retains all rights and title in and to the Yaballe Content and the Service. You may not remove, alter, or conceal any copyright, trademark, service mark or other proprietary rights incorporated in or accompanying the Yaballe Content and you may not reproduce, modify, reverse engineer, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the Yaballe Content. The Yaballe name and logo may be copyrighted to Yaballe and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Yaballe. In addition, all page headers, custom graphics, and button icons are service marks, trademarks and/or trade dress of Yaballe, and may not be copied, imitated, or used, in whole or in part, without prior written permission from Yaballe.

You agree that you shall not perform, either directly or indirectly, any act or omission which may in any way jeopardize or adversely affect the validity or enforceability of or otherwise infringe or misappropriate any of Our rights, titles, and interests in and to the Website, the App, the Service, Yaballe Content, its software, the Information, including but not limited to, its components and methods, all information provided by the Service, or any intellectual property and any property and proprietary rights related thereto (jointly “Yaballe Rights”). You further agree that you will not oppose or contest any application by Us and/or by any of Our affiliates in connection with the Yaballe Rights, in any jurisdiction or under any law and/or treaty, and shall assist Us or any of our affiliates in any such process, including by way of execution of any required document or instrument.

Yaballe Content may contain technical inaccuracies and typographical errors, including but not limited to inaccuracies relating to pricing or availability applicable to the Service. Without derogating from the provisions of the disclaimer and limitation of liability below, Yaballe shall not assume responsibility or liability for any such inaccuracies, errors, or omissions, and shall have no obligation to provide the Service or to refer to information affected by such inaccuracies. Yaballe reserves the right to make changes, corrections, cancellations, and/or improvements to the Yaballe Content, and to the Services described in such information, at any time without notice, including after confirmation of a certain transaction.

It is Our intention to keep the Service available at all times. However, there may be occasions when the Service may be interrupted, including, without limitation, for purpose of performing scheduled maintenance or upgrades, for emergency repairs, or due to failure of the Internet, servers, communication links, and/or equipment. We do not guarantee the quality, accuracy, or reliability of any information provided under the Service, including the Information. If you choose to use the information or functionality provided under the Service, you do so at your own risk and sole responsibility and We shall bear no responsibility in any such respect. You are highly encouraged to verify the correctness of any information or output generated using the Services prior to publishing it or relying thereupon.

If you infringe other people’s intellectual property rights, we shall be entitled to disable your account and forbid future access to the service.

Your obligations

You acknowledge that you are at least of legal age allowing you to perform transactions in your country of residency, in order to use the Service, and in any event not under the age of thirteen (13). If you are younger – any use by you of the Service shall be considered an unauthorized use and a breach of the Agreement and shall entitle Us, without derogating from all other remedies available to Us by law or in agreement, to terminate you as a User forthwith. If you are using the Service on behalf of a legal entity, you represent that you are authorized to enter into an agreement on behalf of that legal entity and acknowledge additional provisions and policies may apply for use in the Services by such legal entity, as may be determined from time to time by Yaballe.

You are solely responsible for any activity that occurs through your account and you agree you will not sell, transfer, license or assign your account, username, or any account rights to any third party. You also represent that all information you provide to Us upon registration and at all other times will be true, accurate, current, and complete, and you agree to update your information as necessary to maintain its accuracy. You are solely responsible for keeping your password (if any) secret and secure. You shall further be solely responsible for all telephone, computer, modem, and other equipment and software necessary to access and use the Service, and for all charges necessary or applicable for such access and use.

You obligate that when using the Service you shall not do any of the following: (i) post violent, nude, partially nude, discriminatory, unlawful, infringing, hateful, pornographic or sexually suggestive photos, or illegal content; (ii) defame, stalk, bully, abuse, harass, threaten, impersonate or intimidate people or entities; (iii) try to sabotage or otherwise hinder the Service, including as set forth in Sections ‎6.17 and ‎6.18 below; or (iv) post private or confidential information, including, without limitation, any other person’s credit card information, social security or national identity numbers, non-public phone numbers or non-public email addresses. If you do any of the above actions, We shall be entitled to immediately terminate your account and you shall be prevented from using the Service.

You may not use the Service for any illegal or unauthorized purpose. You agree to comply with all laws, rules and regulations (for example, federal, state, local and provincial) applicable to your use of the Service and your User Content, including but not limited to, intellectual property rights and privacy protection laws.

You are solely responsible for your conduct and any data, text, files, information, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links, and other content or materials, including educational materials, lessons, and Exams (collectively, “User Content”) that you generate, submit, post, share or display on or via the Service. Please note that any User Content generated by the Services, especially through access to Third Party Services may be subject to copyright or other intellectual property rights. Any upload or release of any User Content (including to your online merchant accounts or other Third Party Services) is subject to your express approval for the use and upload thereof, and you are required to verify that the use and upload of such User content does not infringe the copyrights or other intellectual property rights of any third parties. Any User Content you authorize for use and upload and/or submit to Us is subject to your personal responsibility and use thereof is made at your own risk. You hereby agree that you will be held liable for upload, copy and use of such User Content. In any event you acknowledge that Yaballe shall not bear any responsibility or liability for any of the abovementioned User Content.

You represent and warrant that: (i) you own the User Content approved for use and upload by you on or through the Service or otherwise have the right to grant the rights and licenses set forth in these Terms; (ii) the posting and use of your User Content on or through the Service does not violate, misappropriate, or infringe the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark, and/or other intellectual property rights; and (iii) you agree to pay for all royalties, fees, and any other monies owed by you with respect to User Content you post on or through the Service.

Except as otherwise described in the Service’s Privacy Policy, any User Content will be non-confidential and non-proprietary, and We will not be liable for any use or disclosure of User Content. You acknowledge and agree that your relationship with Us is not a confidential, fiduciary, or other type of special relationship, and that your decision to submit any User Content does not place Us in a position that is any different from the position held by members of the general public, including with regard to your User Content. You acknowledge that none of your User Content will be subject to any obligation of confidence on the part of Yaballe.

Yaballe does not claim ownership of any User Content that you post on or through the Service. Instead, You hereby grant Us a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sub-licensable, fully paid up and royalty-free license to use, copy, reproduce, prepare derivative works of, improve, distribute, publish, remove, retain, add, process, analyze, commercialize, display, make available, broadcast and publicly perform, in any way now known or in the future discovered, any User Content (as defined in Section ‎‎6.7 above) you provide, directly or indirectly to Us in connection with the provision of the Service and as otherwise appearing on the Service, including, but not limited to, any user generated content, ideas, concepts, techniques or data, you submit to Us, without any further consent, notice and/or compensation to you or to any third parties, subject to the provisions of these Terms and the Privacy Policy, including, without limitation, for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels.

Yaballe reserves the right to remove any User Content from the Service for any reason, without prior notice. User Content removed from the Service may continue to be stored by Yaballe, including, without limitation, in order to comply with certain legal obligations, but may not be retrievable without a valid court order. Consequently, Yaballe encourages you to maintain your own backup of your User Content. In other words, Yaballe is not a backup service and you agree that you will not rely on the Service for the purposes of User Content backup or storage. Yaballe will not be liable to you for any modification, suspension and/or discontinuation of the Services, or the loss of any User Content. You also acknowledge that the Internet may be subject to breaches of security and that the submission of User Content or other information may not be secure, and when submitting User Content you do so at your own risk and sole responsibility.

You agree that Yaballe is not responsible for and does not endorse User Content used or uploaded through the Service. Yaballe does not have any obligation to prescreen, monitor, edit, or remove any User Content. Yaballe provides no representations or guarantees regarding the accuracy, quality, or integrity of any User Content generated or uploaded via the Service. By using the Service, you acknowledge and accept that you may be exposed to material you find offensive or objectionable. Yaballe reserves the right (but shall at no time be obligated) to, in its sole discretion, remove, block, edit, move, disable or permanently delete User Content from the Service, with or without notice for any reason whatsoever. You agree that Yaballe will not under any circumstances be responsible or liable for any User Content, including, but not limited to, errors in any User Content or any loss or damage (including total and complete loss) incurred by use of the User Content, the removal/modification or blocking of any User Content, or for any failure to or delay in removing User Content.

You may not change, modify, adapt or alter the Service or change, modify or alter another website so as to falsely imply that it is associated with the Service or with Yaballe. You may not send unwanted e-mails, comments, likes, or other forms of commercial or harassing communications (also referred to as “spam”) to Users or to any third party, and if you do so you shall bear all consequences arising there from.

You agree that you will not use any device, software, or other instrumentality to interfere or attempt to interfere with the proper working of the Service and/or servers and/or networks connected to the Service, and that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. In addition, you agree that you will not use any robot, spider, other automatic device or manual process to monitor, scrape, or copy the Service or the Yaballe Content contained therein, or any aspect and/or part of the Service or the Yaballe Content. You agree that you will not interrupt, disrupt, alter, destroy, impair, restrict, tamper or otherwise affect the proper operation of the Service in any way, including, without limitation, through the use of any malicious or unauthorized code, virus, worm, Trojan horse, spyware, malware or any other destructive or disruptive means or technologies. You may not inject content or code or otherwise alter or interfere with the way any page is displayed in a User’s browser or device.

You must not create accounts with the Service through unauthorized means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper. You must not misrepresent and/or provide false or misleading information, including but not limited to, cloaking or altering the information, including identification of the source, time and location any contact was made with the Service via the Internet. You shall not attempt to restrict another User from using or enjoying the Service and you must not encourage or facilitate violations of these Terms.

Violation of these Terms may result in termination of your account subject to Our sole discretion. You understand and agree that We cannot and will not be responsible for the User Content posted on the Service, and you use the Service solely at your own risk. If you violate, act against these Terms or otherwise create risk or possible legal exposure for US, We shall be entitled to stop providing all or part of the Service to you, and you hereby waive and shall be prevented from raising any claim and/or demand from Us in this respect.

Notifications and Service Messages. You agree that Yaballe may communicate with you through your account or through other means, including e-mail, mobile number, telephone, organizational messaging service, or delivery services including the postal service about your Yaballe account or Services associated with Yaballe. You acknowledge and agree that We shall have no liability associated with or arising from your failure to do so and to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Services.

Disclosure of User Information. Without derogating from the provisions of the Privacy Policy, including the provisions regarding sharing information with third parties, You acknowledge, consent and agree that We may access, preserve, and disclose your registration and any other information you provide, if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in Our opinion to: (1) comply with legal process, including, but not limited to, civil and criminal subpoenas, court orders or other compulsory disclosures; (2) enforce this Agreement or any other engagement between you and Yaballe; (3) respond to violation claims of the rights of third parties, whether or not such third party is a User, individual, or government agency; (4) respond to customer service inquiries; or (5) protect the rights, property, or personal safety of Yaballe, our Users or the public.

Territorial Restrictions

The information provided within the Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Yaballe to any registration requirement within such jurisdiction or country. We reserve the right to limit the availability of the Service or any portion of the Service, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that We provide.

Disclaimer

SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.

THE SERVICE, INCLUDING, WITHOUT LIMITATION, THE SERVICE AND YABALLE CONTENT, IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER WE, NOR ANY PARENT, SUBSIDIARY OR CONTROLLED ENTITY, OR ANY OF THEIR EMPLOYEES, SHAREHOLDERS, DIRECTORS, MANAGERS, OFFICERS, OR CONSULTANTS (COLLECTIVELY, THE “YABALLE PARTIES”) MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SERVICE (INCLUDING THE WEBSITE AND APP); (B) YABALLE CONTENT; (C) USER CONTENT; OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO US OR VIA THE SERVICE.

IN ADDITION, YABALLE PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUSES. YABALLE PARTIES DO NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE OR THE SERVERS THAT MAKE THE SERVICE AVAILABLE ARE FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. YABALLE PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SERVICE IS ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.

YABALLE PARTIES DO NOT WARRANT THAT YOUR USE OF THE SERVICE IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES. IN SUCH JURISDICTION THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO YOU AND TO THESE TERMS. BY ACCESSING OR USING THE SERVICE YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICE.

YABALLE IS NOT RESPONSIBLE, AND MAKE NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS EMAILS) OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT SENT THROUGH THE SERVICES. YABALLE AND YABALLE PARTIES DO NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ITS SERVICES, NOR DO THEY HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY USERS; THEREFORE, YABALLE AND YABALLE PARTIES DISCLAIM ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.

Limitation of Liability

SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.

UNDER NO CIRCUMSTANCES WILL YABALLE PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE SERVICE; (B) YABALLE CONTENT; (C) USER CONTENT; (D) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SERVICE; (E) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY US OR BY LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY’S USE OF THE SERVICE; (F) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (G) ANY ERRORS OR OMISSIONS IN THE SERVICE’S OPERATION; OR (H) ANY DAMAGE TO ANY USER’S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE, OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS OR CONTRACTS, LOSS OF ANTICIPATED SAVINGS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, WASTED TIME, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE YABALLE PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR TOTAL LOSS OF THE SERVICE).

IN NO EVENT WILL THE YABALLE PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE, OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY, UNLESS AS SET FORTH IN THE LAST PARAGRAPH BELOW. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND IN SUCH JURISDICTIONS THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

IN NO EVENT WILL YABALLE PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CLAIMS EXCEED ONE HUNDRED UNITED STATES DOLLARS (US$100.00).

YOU AGREE THAT IN THE EVENT THAT YOU INCUR ANY DAMAGES, LOSSES, OR INJURIES THAT ARISE OUT OF OUR ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEBSITE, SERVICE, PROPERTY, PRODUCT OR OTHER CONTENT OWNED OR CONTROLLED BY THE YABALLE PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION, OR EXPLOITATION OF ANY WEBSITE, PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY THE YABALLE PARTIES.

BY ACCESSING THE SERVICE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED. YABALLE PARTIES ARE NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE YABALLE PARTIES, FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH PARTIES.

Indemnification

You and anyone acting in your name and on your behalf agree to defend (at Our request), indemnify, and hold the Yaballe Parties harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected with any of the following (including as a result of your direct activities on the Service or those conducted on your behalf): (i) your User Content or your access to or use of the Service; (ii) your breach or alleged breach of these Terms; (iii) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or (v) any misrepresentation made by you. You will cooperate as fully required by the Yaballe Parties in the defense of any claim. Yaballe Parties reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of the Yaballe Parties.

Dispute with Yaballe

IF YOU ARE A USER RESIDING IN THE UNITED STATES OR CANADA, PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND YABALLE CAN BRING CLAIMS COVERED BY THIS ARBITRATION AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THIS SECTION WILL REQUIRE YOU AND YABALLE TO SUBMIT CLAIMS TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS. AS USED IN THIS SECTION, “YABALLE” INCLUDES YABALLE’S AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS.

BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THIS AGREEMENT TO ARBITRATE AND YOU ACCEPT ALL OF ITS TERMS, UNLESS YOU OPT OUT AS PROVIDED BELOW.

  • Federal Arbitration Act (FAA) Applies to Issues of Arbitrability. You and Yaballe agree that the FAA governs the arbitrability of all disputes between you and Yaballe.
  • Arbitration & Class Action Waiver. You and Yaballe agree that any dispute or claim of any kind between us, including but not limited to a dispute arising from or relating to the Terms, shall be finally resolved by final and binding arbitration, using the English language, administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules (the “AAA Commercial Rules”) then in effect, or, if the AAA deems they apply, the Consumer Arbitration Rules (the “AAA Consumer Rules”), unless otherwise required by law including, for the absence of doubt, consumer protection legislation in any Canadian province. Arbitration, including threshold questions of arbitrability of the dispute, will be handled by a sole arbitrator in accordance with those rules. Judgment on the arbitration award may be entered in any court that has jurisdiction.

ANY ARBITRATION UNDER THE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS. YOU UNDERSTAND THAT BY AGREEING TO THESE TERMS, YOU AND YABALLE ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION LAWSUIT, A CLASS-WIDE ARBITRATION, CLAIMS BROUGHT IN A REPRESENTATIVE CAPACITY, OR CONSOLIDATED CLAIMS INVOLVING ANOTHER USER OF YABALLE’S SERVICES.

  • Forum. For all actions under the AAA Commercial Rules, arbitration proceedings may be filed in New York, New York, and any in-person hearing will take place in New York, New York. For any action under the AAA Consumer Rules, the arbitration may proceed in the AAA location near the claimant’s residence. Hearings will be conducted virtually when permitted by the AAA Commercial Rules and AAA Consumer Rules. In the event that an action arises between you and Yaballe that is not subject to arbitration, you and Yaballe agree that the dispute will be resolved exclusively in a state or federal court located in New York, New York, and you also agree to submit to the personal jurisdiction of a state or federal court located in New York, New York.
  • Exceptions to Arbitration. If the AAA deems the AAA Consumer Rules apply, you may have the right to instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court, and your claim remains on an individual, non-representative, and non-class basis.
  • Administration of Coordinated Arbitrations. If 25 or more individuals submit similar arbitration claims and are represented by either the same law firm or law firms acting in coordination, you and Yaballe agree that the AAA Mass Arbitration Supplementary Rules will apply, which requires resolution of such cases in staged proceedings. You agree to this process even though it may delay the arbitration of your claim.
  • In the first stage, claimants’ counsel and Yaballe will each select 25 cases (50 cases total) to be resolved individually by different arbitrators. In the meantime, no other cases may proceed in arbitration, and AAA must not assess or demand payment of fees for the remaining cases or administer or accept them.
  • After this first stage of cases is completed, the parties must engage in a single mediation of all remaining cases, and Yaballe will pay the mediation fee. If the parties cannot resolve the remaining cases after mediation, you and Yaballe agree that the process administrator under the AAA Mass Arbitration Supplementary Rules will batch, consolidate, or otherwise group any remaining arbitration demands to the greatest extent possible.
  • This subsection and each of its requirements are intended to be severable from the rest of this arbitration agreement.
  • How to Opt Out. If you do not want to be bound by this arbitration agreement, you must notify Yaballe in writing by email to [email protected] within 30 days of your agreement to these Terms, stating that you do not want to resolve disputes with Yaballe by arbitration.
  • Modifications to this arbitration agreement. If we make any changes to this arbitration agreement while you are a user of the Site or services, you may reject any such change by notifying Yaballe in writing by email to [email protected] within 30 days of the change. However, such written notice does not constitute an opt-out of arbitration altogether. By rejecting a future change, you agree that you will arbitrate any dispute between us in accordance with the language of this arbitration agreement as of the date you first accepted these Terms.

Statute of Limitations Agreement

In light of the special nature of the Agreement, you agree that notwithstanding any statute of limitations applicable to you, any claim you may have against Yaballe and/or Yaballe Parties and/or any of its affiliates shall be limited to twenty four (24) months as of its realization, and after such period shall be considered as not applicable, provisions of this section shall be deemed as a statute of limitations agreement between you and Us.

Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.

Language. Where Yaballe has provided you with a translation of the English language version of this Agreement and/or the Privacy Policy, and/or any other documentation to your local language, you agree that the translation is provided for your convenience only and that the English language versions of this Agreement and any other documentation will govern your relationship with Yaballe in all respects.

Entire Agreement. You agree that this Agreement constitutes the entire, complete and exclusive agreement between you and Us regarding the Services and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other Yaballe services, third-party content or third party software.

No informal waivers, agreements or representations. Our failure to act with respect to a breach of this Agreement by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by the Agreement, no representations, statements, consents, waivers or other acts or omissions by Yaballe and/or any Yaballe Parties shall be deemed legally binding on Yaballe and/or any Yaballe Parties unless documented in a physical writing hand signed by a duly appointed officer of Yaballe.

No Injunctive Relief. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services.

Assignment and Delegation. You may not assign or delegate any rights or obligations under the Agreement. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you.

Notices

Notices to you may be made via either e-mail or regular mail. The Service may also provide notices of changes to the terms and conditions or other matters by displaying such notices or links to revised terms and conditions on the Service. Notice to Us may be made by email to: [email protected].

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