Universal Terms of Service Agreement

PLEASE READ THIS UNIVERSAL TERMS OF SERVICE AGREEMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.

OVERVIEW

This Universal Terms of Service Agreement (this "Agreement") is entered into by and between Yellavia.com and you, and is made effective as of the date of electronic acceptance. This Agreement sets forth the terms and conditions of your use of this website (this "Site") and the products and services (collectively, the "Services") found at this Site.

Your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement, along with the following corporate policies, which are incorporated herein by reference:

The terms "we", "us" or "our" shall refer to Yellavia.com. The terms "you", "your" or "User" shall refer to any individual or entity who accepts this Agreement. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

Yellavia.com may, in its sole and absolute discretion, change or modify this Agreement, and the corporate policies which are incorporated herein, at any time.

Eligibility; authority

This Site and the Services found at this Site are available only to Users who can form legally binding contracts under applicable law. By using this Site or the Services found at this Site, you represent and warrant that you are (i) at least eighteen (18) years of age and/or (ii) otherwise recognized as being able to form legally binding contracts under applicable law.

If you are entering into this Agreement on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement, in which case the terms "you", "your" or "User" shall refer to such corporate entity. If, after your electronic acceptance of this Agreement, Yellavia.com finds that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations. Yellavia.com shall not be liable for any loss or damage resulting from Yellavia.com's reliance on any instruction, notice, document or communication reasonably believed by Yellavia.com to be genuine and originating from an authorized representative of your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, Yellavia.com reserves the right (but undertakes no duty) to require additional authentication from you.

Accounts; transfer of data abroad

Accounts. In order to access some of the features of this Site or use some of the Services found at this Site, you will have to create an account (an "Account"). You represent and warrant to Yellavia.com that all information you submit when you create your Account is accurate, current and complete, and that you will keep your Account information accurate, current and complete. If Yellavia.com has reason to believe that your Account information is untrue, inaccurate, out-of-date or incomplete, Yellavia.com reserves the right, in its sole and absolute discretion, to suspend or terminate your Account. You are solely responsible for the activity that occurs on your Account, whether authorized by you or not, and you must keep your Account information, including your Account name and password secure. You must notify Yellavia.com immediately of any breach of security or unauthorized use of your Account. Yellavia.com will not be liable for any loss you incur due to any unauthorized use of your Account. You, however, may be liable for any loss Yellavia.com or others incur caused by your Account, whether caused by you, or by an authorized person, or by an unauthorized person.

Transfer of Data Abroad. If you are visiting this Site from a country other than the country in which our servers are located, your communications with us may result in the transfer of information (including your Account information) across international boundaries. By visiting this Site and communicating electronically with us, you consent to such transfers.

General rules of conduct

You acknowledge and agree that:

Your use of this Site and the Services found at this Site, including any content you submit, will comply with this Agreement and all applicable local, state, national and international laws, rules and regulations.
You will not impersonate another User or any other person or entity, or submit content on behalf of another User or any other person or entity, without their express prior written consent.
You will not collect or harvest (or permit anyone else to collect or harvest) any User Content (as defined below) or any non-public or personally identifiable information about another User or any other person or entity without their express prior written consent.
You will treat other Users with respect.
You will not submit any content in exchange for payment or consideration received from any third party.
You will not submit any content that:
- Infringes on the intellectual property rights of another User or any other person or entity;
- Violates the privacy or publicity rights of another User or any other person or entity, or breaches any duty of confidentiality that you owe to another User or any other person or entity;
- Is defamatory, harassing, abusive, harmful to minors or any protected class, pornographic, "X-rated", obscene or otherwise objectionable (as determined by Yellavia.com in its sole and absolute discretion);
- Interferes with the operation of this Site or the Services found at this Site;
- Contains or installs any viruses, worms, bugs, Trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality of any software or hardware; or
- Contains false or deceptive language, unsubstantiated or comparative claims regarding Yellavia.com or any other products and services, third-party advertising, spam, chain letters, or any other solicitation, including solicitation of lawsuits.
You will not copy or distribute in any medium any part of this Site or the Services found at this Site, except where expressly authorized by Yellavia.com.
You will not modify or alter any part of this Site or the Services found at this Site or any of its related technologies.
You will not access Yellavia.com Content (as defined below) or User Content through any technology or means other than through this Site itself, or as Yellavia.com may designate.
You agree to back-up all of your User Content so that you can access and use it when needed. Yellavia.com does not warrant that it backs-up any Account or User Content, and you agree to accept as a risk the loss of any and all of your User Content.
You agree not to use this Site or the Services found at this Site, including any of Yellavia.com's related technologies, for any commercial use without Yellavia.com's express prior written consent.

Yellavia.com reserves the right to modify, change, or discontinue any aspect of this Site or the Services found at this Site, including without limitation prices and fees for the same, at any time.

Your Use of Yellavia.com content and user content

In addition to the general rules above, the following restrictions and conditions apply specifically to your use of Yellavia.com Content and User Content.

User Content. Some of the features of this Site or the Services found at this Site may allow Users to view, post, publish, share, store, or manage (a) ideas, opinions, recommendations, or advice ("User Submissions"), or (b) literary, artistic or musical content, including but not limited to photos and videos (together with User Submissions, "User Content"). By posting or publishing User Content to this Site or to the Services found at this Site, you represent and warrant to Yellavia.com that (i) you have all necessary rights to distribute User Content via this Site or via the Services found at this Site, either because you are the author of the User Content and have the right to distribute the same, or because you have the appropriate distribution rights, licenses, consents, and/or permissions to use, in writing, from the copyright or other owner of the User Content, and (ii) you do not violate the rights of any third party.

Security. You agree not to circumvent, disable or otherwise interfere with the security-related features of this Site or the Services found at this Site (including without limitation those features that prevent or restrict use or copying of any Yellavia.com Content or User Content) or enforce limitations on the use of this Site or the Services found at this Site, the Yellavia.com Content or the User Content therein.

Yellavia.com's use of user Content

Generally. You shall be solely responsible for any and all User Content that you submit or that is submitted through your Account, and the consequences of and requirements for distributing it.

With Respect to User Submissions. You acknowledge and agree that:

Your User Submissions are entirely voluntary.
Your User Submissions do not establish a confidential relationship or obligate Yellavia.com to treat your User Submissions as confidential or secret.
Yellavia.com has no obligation, either express or implied, to develop or use your User Submissions, and no compensation is due to you or to anyone else for any intentional or unintentional use of your User Submissions.
Yellavia.com may be working on the same or similar content, it may already know of such content from other sources, it may simply wish to develop this (or similar) content on its own, or it may have taken / will take some other action.

Yellavia.com shall own exclusive rights (including all intellectual property and other proprietary rights) to any User Submissions, and shall be entitled to the unrestricted use and dissemination of any User Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you or to anyone else.

With Respect to User Content (Other Than User Submissions). You shall retain all of your ownership or licensed rights in your User Content. However, by posting or publishing User Content to this Site or the Services found at this Site, you authorize Yellavia.com to use the intellectual property and other proprietary rights in and to any and all User Content to enable inclusion and use of the User Content in the manner contemplated by this Site and this Agreement. Accordingly, you hereby grant Yellavia.com a worldwide, non-exclusive, royalty-free, sublicensable (through multiple tiers), and transferable license to use, reproduce, distribute, prepare derivative works of, combine with other works, display, and perform your User Content in connection with this Site and Yellavia.com's (and Yellavia.com's affiliates') business(es), including without limitation for promoting and redistributing all or part of this Site or the Services found at this Site in any media formats and through any media channels without restrictions of any kind and without payment or other consideration of any kind, or permission or notification, to you or any third party. You also hereby grant each User of this Site a non-exclusive license to access your User Content (with the exception of User Content that you designate "private" or "password protected") through this Site, and to use, reproduce, distribute, prepare derivative works of, combine with other works, display, and perform your User Content as permitted through the functionality of this Site and under this Agreement. The above licenses granted by you in your User Content terminate within a commercially reasonable time after you remove or delete your User Content from this Site or the Services found at this Site. You understand and agree, however, that Yellavia.com may retain (but not distribute, display, or perform) server copies of your User Content that have been removed or deleted. The above licenses granted by you in your User Content are perpetual and irrevocable. Notwithstanding anything to the contrary contained herein, Yellavia.com shall not use any User Content that has been designated "private" or "password protected" by you for the purpose of promoting this Site or the Services found at this Site or Yellavia.com's (or Yellavia.com's affiliates') business(es).

Monitoring of content; Account Termination Policy

Yellavia.com generally does not pre-screen content posted by Users. However, Yellavia.com reserves the right (but undertakes no duty) to do so and decide whether any item of User Content is appropriate and/or complies with this Agreement. Yellavia.com may remove any item of User Content and/or terminate a User's access to this Site or the Services found at this Site for posting or publishing any material in violation of this Agreement, or for otherwise violating this Agreement (as determined by Yellavia.com in its sole and absolute discretion), at any time and without prior notice. Yellavia.com may also terminate a User's access to this Site or the Services found at this Site if Yellavia.com has reason to believe the User is a repeat offender. If Yellavia.com terminates your access to this Site or the Services found at this Site, Yellavia.com may, in its sole and absolute discretion, remove and destroy any data and files stored by you on its servers.

Additional reservation of rights

Yellavia.com expressly reserves the right to deny, cancel, terminate, suspend, lock, or modify access to (or control of) any Account or Services (including the right to cancel or transfer any domain name registration) that it deems necessary, in its sole and absolute discretion, (i) to correct mistakes made by Yellavia.com in offering or delivering any Services, (ii) to comply with applicable local, state, national and international laws, rules and regulations, (iii) to comply with requests of law enforcement, including subpoena requests, (iv) to comply with any dispute resolution process, (v) to defend any legal action or threatened legal action without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit, or (vi) to avoid any civil or criminal liability on the part of Yellavia.com, its officers, directors, employees and agents, as well as Yellavia.com's affiliates.

NO SPAM; LIQUIDATED DAMAGES

You acknowledge you have read, understand and agree to be bound by Yellavia.com's Anti-Spam Policy referenced above and available here. You agree Yellavia.com may immediately terminate any Account which it believes, in its sole and absolute discretion, is transmitting or is otherwise connected with any spam or other unsolicited bulk email.

Links to third-party websites

This Site and the Services found at this Site may contain links to third-party websites that are not owned or controlled by Yellavia.com. Yellavia.com assumes no responsibility for the content, terms and conditions, privacy policies, or practices of any third-party websites. In addition, Yellavia.com does not censor or edit the content of any third-party websites. By using this Site or the Services found at this Site, you expressly release Yellavia.com from any and all liability arising from your use of any third-party website. Accordingly, Yellavia.com encourages you to be aware when you leave this Site or the Services found at this Site and to review the terms and conditions, privacy policies, and other governing documents of each other website that you may visit.

Disclaimer of representations and warranties

YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIS SITE AND THE SERVICES FOUND AT THIS SITE SHALL BE AT YOUR OWN RISK AND THAT THIS SITE AND THE SERVICES FOUND AT THIS SITE ARE PROVIDED "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS". YELLAVIA.COM, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YELLAVIA.COM, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND/OR (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND YELLAVIA.COM ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME.

IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY YELLAVIA.COM, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (INCLUDING WITHOUT LIMITATION ITS CALL CENTER OR CUSTOMER SERVICE REPRESENTATIVES) WILL (I) CONSTITUTE LEGAL OR FINANCIAL ADVICE OR (II) CREATE A WARRANTY OF ANY KIND WITH RESPECT TO THIS SITE OR THE SERVICES FOUND AT THIS SITE, AND USERS SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE.

THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND shall survive any termination or expiration of this Agreement or your use of this Site or the Services found at this Site.

Limitation of Liability

IN NO EVENT SHALL YELLAVIA.COM, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY THAT MAY RESULT FROM (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, (V) THIRD-PARTY CONDUCT OF ANY NATURE WHATSOEVER, (VI) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION OR OTHER INFORMATION AND DATA STORED THEREIN, (VII) ANY INTERRUPTION OR CESSATION OF SERVICES TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (VIII) ANY VIRUSES, WORMS, BUGS, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (IX) ANY USER CONTENT OR CONTENT THAT IS DEFAMATORY, HARASSING, ABUSIVE, HARMFUL TO MINORS OR ANY PROTECTED CLASS, PORNOGRAPHIC, "X-RATED", OBSCENE OR OTHERWISE OBJECTIONABLE, AND/OR (X) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT YELLAVIA.COM IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND shall survive any termination or expiration of this Agreement or your use of this Site or the Services found at this Site.

Indemnity

You agree to protect, defend, indemnify and hold harmless Yellavia.com and its officers, directors, employees, and agents, from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable attorneys' fees) imposed upon or incurred by Yellavia.com directly or indirectly arising from (i) your use of and access to this Site or the Services found at this Site; (ii) your violation of any provision of this Agreement or the corporate policies which are incorporated herein; and/or (iii) your violation of any third-party right, including without limitation any intellectual property or other proprietary right. The indemnification obligations under this section shall survive any termination or expiration of this Agreement or your use of this Site or the Services found at this Site.

Successors and assigns

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns.

NO THIRD-PARTY BENEFICIARIES

Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

Compliance with local laws

Yellavia.com makes no representation or warranty that the content available on this Site or the Services found at this Site are appropriate in every country or jurisdiction, and access to this Site or the Services found at this Site from countries or jurisdictions where its content is illegal is prohibited. Users who choose to access this Site or the Services found at this Site are responsible for compliance with all local laws, rules and regulations.

Titles and Headings; Independent Covenants; Severability

The titles and headings of this Agreement are for convenience and ease of reference only and shall not in any way be utilized to construe or interpret the agreement of the parties as otherwise set forth herein. Each covenant and agreement in this Agreement shall for all purposes be construed to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.