Last Updated Date: November 23, 2018
SECTION 14 OF THIS AGREEMENT IS AN ARBITRATION CLAUSE THAT REQUIRES MOST DISPUTES BETWEEN US TO BE RESOLVED ON AN INDIVIDUAL, NON-CLASS ACTION BASIS THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT. SEE SECTION 14 FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE, AND HOW TO OPT OUT.
PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY YADA IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Yada will make a new copy of the Agreement available at the Site. We will also update the “Last Updated” date at the top of the Agreement. If we make material changes to the Agreement, we may (and, where required by law, will) also provide notification of changes in another way that we believe is reasonably likely to reach you, such as via e-mail if you have an Account or another manner through the Service (which may include posting an announcement on our Site). Yada may require you to provide consent to the updated Agreement in a specified manner before further use of the Site and/or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you will stop using the Site and/or the Services. Otherwise, your continued use of the Site and/or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT AGREEMENT.
1. Use of the Services and Yada Properties.The Application, the Site, the Services, and the information and content available on the Site and in the Application and the Services (as these terms are defined herein) (each, a “Yada Property” and collectively, the “Yada Properties”) are protected by copyright laws throughout the world. Subject to the Agreement, Yada grants you a limited license to reproduce portions of Yada Properties for the sole purpose of using the Services for your personal or internal business purposes. Unless otherwise specified by Yada in a separate license, your right to use any and all Yada Properties is subject to the Agreement.
1.1 Our Service.Yada allows Users to create, share, and discover sets of tappable content cards ("Threads") online or on their mobile devices. Threads can contain data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through Yada Properties (collectively, “Content”), and span topics from how-to guides to stories. Our Service also allows Users to search for and save Threads to Collections. For purposes of this Agreement, “ Collections” are curated groups of Content where Users can organize and save Content within the Services.
1.2 Application License.Subject to your compliance with the Agreement, Yada grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a single mobile device or computer that you own or control and to run such copy of the Application solely for your own personal or internal business purposes. Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Notwithstanding the first sentence in this section, with respect to any Application access through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the Application on a shared basis within your designated family group.
1.3 Updates.You understand that Yada Properties are evolving. As a result, Yada may require you to accept updates to Yada Properties that you have installed on your computer or mobile device. You acknowledge and agree that Yada may update Yada Properties with or without notifying you. You may need to update third-party software from time to time in order to use Yada Properties.
1.4 Certain Restrictions.The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Yada Properties or any portion of Yada Properties, including the Site, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Yada Properties (including images, text, page layout or form) of Yada; (c) you shall not use any metatags or other “hidden text” using Yada’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Yada Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Site (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access Yada Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of Yada Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (h) you should not access or search the Services by any means other than the currently available, published interfaces (e.g., APIs) that we provide; (i) you shall not forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive, or false source-identifying information; and (j) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Yada Properties. Any future release, update or other addition to Yada Properties shall be subject to the Agreement. Yada, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of any Yada Property terminates the licenses granted by Yada pursuant to the Agreement.
1.5 Third-Party Materials.As a part of Yada Properties, you may have access to materials that are hosted by another party. You agree that it is impossible for Yada to monitor such materials and that you access these materials at your own risk.
2.1 Registering Your Account..In order to access certain features of Yada Properties you may be required to become a Registered User. For purposes of the Agreement, a “Registered User” is a User who has registered an account on our Site or the Application (“Account”).
2.2 Linking a SNS.Users have the ability to post social networking services (“SNS”) links on their Account (“ SNS Link”). PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE SNS SERVICE PROVIDERS ASSOCIATED WITH YOUR SNS LINK IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH SNS SERVICE PROVIDERS. Yada makes no effort to review any SNS Link for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Yada is not responsible for any Content made available through your SNS Link.
2.3 Registration Data.In registering an Account, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (l) at least thirteen (13) years old; (m) of legal age to form a binding contract or that you have reviewed this Agreement with your parent or legal guardian and he or she agrees to this Agreement on your behalf; and (n) not a person barred from using Yada Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of Yada Properties by minors. You may not share your Account or password with anyone, and you agree to (y) notify Yada immediately of any unauthorized use of your password or any other breach of security; and (z) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Yada has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Yada has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to create an Account on behalf of someone other than yourself. Yada reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use Yada Properties if you have been previously removed by Yada, or if you have been previously banned from any of Yada Properties.
2.4 Necessary Equipment and Software.You must provide all equipment and software necessary to connect to Yada Properties, including but not limited to, a mobile device that is suitable to connect with and use Yada Properties, in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing Yada Properties. By providing your cellphone number and using the Services, you hereby affirmatively consent to our use of your cellphone number for calls and texts in order to verify your account.
3. Responsibility for Content.
3.1 Types of Content.You acknowledge that all Content, including Yada Properties, is the sole responsibility of the party from whom such Content originated. This means that you, and not Yada, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through Yada Properties ( “Your Content”), and that you and other Users of Yada Properties, and not Yada, are similarly responsible for all Content that you and they Make Available through Yada Properties ( “User Content”). This means you assume all risks related to it, including someone else’s reliance on its accuracy, or claims relating to intellectual property or other legal rights.
3.2 No Obligation to Pre-Screen Content.You acknowledge that Yada has no obligation to pre-screen Content (including, but not limited to, User Content), although Yada reserves the right in its sole discretion to pre-screen, refuse, modify or remove any Content, or change the way it’s used in the Services, for any reason. By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that Yada pre-screens, refuses, modifies or removes any Content, you acknowledge that Yada will do so for Yada’s benefit, not yours. Without limiting the foregoing, Yada shall have the right to remove or modify any Content that violates the Agreement or is otherwise objectionable.
4.1 Yada Properties.Except with respect to Your Content and User Content, you agree that Yada and its suppliers own all rights, title and interest in Yada Properties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Yada Properties.
4.2 Trademarks.and all related graphics, logos, service marks and trade names used on or in connection with any Yada Properties or in connection with the Services are the trademarks of Yada and may not be used without permission in connection with your or any third-party products or services. Other trademarks, service marks and trade names that may appear on or in Yada Properties are the property of their respective owners.
4.3 Other Content.Except with respect to Your Content, you agree that you have no right, title, or interest in or to any Content that appears on or in Yada Properties.
4.4 Your Content.You retain all rights in, and are solely responsible for, the User Content you post to the Yada Properties. However, when you as a User post or publish Your Content on or in Yada Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.
4.5 License to Your Content.Subject to any applicable account settings that you select, you grant Yada a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating and providing Yada Properties to you and to our other Users. Please remember that other Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of Yada Properties. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Yada, are responsible for all of Your Content that you Make Available on or in Yada Properties.
4.6 Feedback.You agree that submission of any ideas, suggestions, documents, and/or proposals to Yada through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Yada has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Yada a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Yada Properties and/or Yada’s business.
5. User Conduct.As a condition of your use of the Yada Properties, you agree not to use Yada Properties for any purpose that is prohibited by the Agreement or by applicable law. You shall not (and shall not permit any third party) either (a) take any action or (b) Make Available any Content on or through Yada Properties that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, vulgar, false, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, profane or patently offensive (iii) promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iv) is harmful to minors in any way; (v) is in violation of any law, regulation, or obligations or restrictions imposed by any third party; (vi) you do not have the right to so collect, upload, transmit, display, stream or distribute; (vii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (viii) involves commercial activities and/or sales without Yada’s prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (ix) impersonates any person or entity, including any employee or representative of Yada; (x) interferes with or attempt to interfere with the proper functioning of Yada Properties or uses Yada Properties in any way not expressly permitted by the Agreement; or (xi) attempts to engage in or engage in, any potentially harmful acts that are directed against Yada Properties, including but not limited to violating or attempting to violate any security features of Yada Properties, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in Yada Properties, introducing viruses, worms, or similar harmful code into Yada Properties, or interfering or attempting to interfere with use of Yada Properties by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” Yada Properties.
6. Interactions with Other Users.
6.1 User Responsibility.You are solely responsible for your interactions with other Users and any other parties with whom you interact; provided, however, that Yada reserves the right, but has no obligation, to intercede in such disputes. You agree that Yada will not be responsible for any liability incurred as the result of such interactions.
6.2 Content Provided by Other Users..Yada Properties may contain User Content provided by other Users. Yada is not responsible for, does not control, and assumes no liability for any User Content or for any loss or damage resulting therefrom, nor is Yada liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter in User Content when using the Services. Yada has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Users at your own risk. In addition, these rules do not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by the Agreement.
7. Third-Party Services.
7.1 Third-Party Sites, Applications and Ads.Yada Properties may contain links to third-party websites (“Third-Party Sites”) and applications ( “Third-Party Applications”) and advertisements for third parties (“Third-Party Ads”). When you click on a link to a Third-Party Site, Third-Party Application or Third-Party Ad, we will not warn you that you have left Yada Properties and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Sites, Third-Party Applications and Third-Party Ads are not under the control of Yada. Yada is not responsible for any Third-Party Sites, Third-Party Applications or Third-Party Ads. Yada provides these Third-Party Sites, Third-Party Applications and Third Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Sites, Third-Party Applications or Third-Party Ads, or any product or service provided in connection therewith. You use all links in Third-Party Sites, Third-Party Applications and Third-Party Ads at your own risk. When you leave our Site, the Agreement and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Sites or Third-Party Applications, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
7.2 App Stores.You acknowledge and agree that the availability of the Application and the Services is dependent on the third party from whom you received the Application license, e.g., the Apple App Store or Google Play (each, an “App Store”). You acknowledge that the Agreement is between you and Yada and not with the App Store. Yada, not the App Store, is solely responsible for Yada Properties, including the Application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with Yada Properties, including the Application. You agree to comply with, and your license to use the Application is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using any Yada Property, including the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforce it.
8. Disclaimer of Warranties and Conditions.
8.1 As Is.YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE YADA PROPERTIES IS AT YOUR SOLE RISK, AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE YADA PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. YADA PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) THE INFORMATION, CONTENT, AND DATA ON THE SERVICES ARE ACCURATE; (3) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (4) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH COMPANY PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS COMPANY PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
8.2 No Liability for Conduct of Third Parties.YOU ACKNOWLEDGE AND AGREE THAT COMPANY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD COMPANY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
8.3 No Liability for Conduct of Other Users.YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF COMPANY PROPERTIES. YOU UNDERSTAND THAT COMPANY DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF COMPANY PROPERTIES. YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO USER CONTENT THAT’S INACCURATE, OBJECTIONABLE, INAPPROPRIATE FOR CHILDREN, OR OTHERWISE UNSUITED TO YOUR PURPOSE.
9. Limitation of Liability.
9.1 Disclaimer of Certain Damages.TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE YADA PARTIES SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS OR REVENUE OR FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF DATA, PRODUCTION, OR USE, BUSINESS INTERRUPTION OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT YADA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Cap on Liability.UNDER NO CIRCUMSTANCES WILL COMPANY PARTIES BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) ONE HUNDRED DOLLARS ($100.00) and (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A COMPANY PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A COMPANY PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A COMPANY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
9.4 Basis of the Bargain.THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU.
10. Procedure for Making Claims of Copyright Infringement.It is Yada’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to Yada by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on Yada Properties in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on Yada Properties of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for Yada’s Copyright Agent for notice of claims of copyright infringement is as follows: Brian Truong, 13 Crosby Street, 2nd Floor, New York, NY 10013.
11. Remedies. Yada is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Yada Properties, including Your Content, in Yada’s possession in connection with your use of Yada Properties, to (a) comply with applicable laws, legal process or governmental request; (b) enforce the Agreement, (c) respond to any claims that Your Content violates the rights of third parties, (d) respond to your requests for customer service, or (e) protect the rights, property or personal safety of Yada, its Users or the public, and all enforcement or other government officials, as Yada in its sole discretion believes to be necessary or appropriate.
12. Term and Termination.
12.1 Term.The Agreement commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use Yada Properties, unless terminated earlier in accordance with the Agreement.
12.2 Termination of Services by Yada.At its sole discretion, Yada may modify or discontinue the Services, or may modify, suspend or terminate your access to the Services, for any reason, with or without notice to you and without liability to you or any third party.
12.3 Termination of Services by You.If you want to terminate the Services provided by Yada, you may do so by (a) notifying Yada at any time and (b) closing your Account for all of the Services that you use. Your notice should be sent, in writing, to Yada’s address set forth below.
12.4 Effect of Termination.Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. Yada will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. Following termination or deactivation of your Account, or if you remove any User Content from the Services, we may keep your User Content for a reasonable period of time for backup, archival, or audit purposes. Yada and its Users may retain and continue to use, store, display, reproduce, save, modify, create derivative works, perform, and distribute any of your User Content that other users have saved or shared on the Services. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
13. International Users. Yada Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that Yada intends to announce such Services or Content in your country. Yada Properties are controlled and offered by Yada from its facilities in the United States of America. Yada makes no representations that Yada Properties are appropriate or available for use in other locations. Those who access or use Yada Properties from other countries do so at their own volition and are responsible for compliance with local law.
14. Dispute ResolutionPlease read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Yada and limits the manner in which you can seek relief from us.
14.1 Applicability of Arbitration Agreement.You agree that any dispute or claim relating in any way to your access or use of the Site, to any products sold or distributed through the Site, or to any aspect of your relationship with Yada, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify,; and (2) you or Yada may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.
15. Arbitration Rules and Forum.The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent Brian Truong, 13 Crosby Street, 2nd Floor, New York, NY 10013. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Yada will pay them for you. In addition, Yada will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
15.1 Authority of Arbitrator.The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Yada. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
15.2 Waiver of Jury Trial.YOU AND COMPANY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Yada are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 14.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
15.3 Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the State or Federal Courts located in the State of New York. All other claims shall be arbitrated.
15.4 30-Day Right to Opt Out.. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: firstname.lastname@example.org, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Yada username (if any), the email address you used to set up your Yada account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
15.5 Severability.Except as provided in subsection 14.5, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
15.6 Survival of Agreement.This Arbitration Agreement will survive the termination of your relationship with Yada.
15.7 Modification.. Notwithstanding any provision in this Agreement to the contrary, we agree that if Yada makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Yada at the following address: HelloYada, Inc. 13 Crosby Street, 2nd Floor, New York, NY 10013.
16. General Provisions.
16.1 Electronic Communications.The communications between you and Yada may take place via electronic means, whether you visit Yada Properties or send Yada e-mails, or whether Yada posts notices on Yada Properties or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Yada in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Yada provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
16.2 Release.You hereby release Yada Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of Yada Properties, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Agreement or your use of Yada Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Yada Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Site or any Services provided hereunder.
16.3 Assignment.The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Yada’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
16.4 Questions, Complaints, Claims.If you have any questions, complaints or claims with respect to Yada Properties, please contact us at: email@example.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
16.5 Exclusive Venue.To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Yada agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in New York, NY.
16.6 Governing Law.The AGREEMENT and any action related thereto will be governed and interpreted by and under the laws of the State of New York, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the AGREEMENT.
16.7 Notice.Where Yada requires that you provide an e-mail address, you are responsible for providing Yada with your most current e-mail address. In the event that the last e-mail address you provided to Yada is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Yada’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Yada at the following address: HelloYada, Inc. 13 Crosby Street, 2nd Floor, New York, NY 10013.. Such notice shall be deemed given when received by Yada by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
16.8 Waiver.Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
16.9 Severability.If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
16.10 Export Control.You may not use, export, import, or transfer Yada Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Yada Properties, and any other applicable laws. In particular, but without limitation, Yada Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Yada Properties, you represent and warrant that (y) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (z) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use Yada Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Yada are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Yada products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
16.11 Accessing and Downloading the Application from iTunes.The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
(a) You acknowledge and agree that (i) the Agreement is concluded between you and Yada only, and not Apple, and (ii) Yada, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
(b) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
(c) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Yada and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Yada.
(d) You and Yada acknowledge that, as between Yada and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
(e) You and Yada acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Yada and Apple, Yada, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement.
(f) You and Yada acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
(g) Without limiting any other terms of the Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
16.12 Consumer Complaints.In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
16.13 Entire Agreement.The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.