YANZA Terms
1
The order of terms is not significant.
1.1
This is a legal agreement (Terms) between YANZA (Supplier) and the person or entity (User) using any Supplier product (Product).
1.2
Any Supplier website is an instance of a Product.
1.3
Any Supplier software is an instance of a Product.
2
The User must be of legal age to form a binding contract with the Supplier.
3
The User confirms they understand these English language Terms.
4
By using the software the User agree to the Terms.
5
The software is made available to the user for personal, non-commercial use only.
6
The User may not use the software in any manner that could damage, disable, overburden, or impair the Supplier's services, hardware, or network infrastructure.
7
The User acknowledges that the software contains proprietary and confidential information that is protected by applicable intellectual property and other laws, patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.
The User agrees not to allow any third party to, copy, sell, license, distribute, transfer, modify, adapt, translate, derive from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the software, take any action to circumvent or defeat the security or content usage rules provided, deployed or enforced by any functionality (including without limitation digital rights management functionality) contained in the software, use the software to access, copy, transfer, transcode or retransmit content in violation of any law or third party rights, or remove, obscure, or alter any copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the software.
7.1
The user agree not to copy any aspect of the Product.
7.2
The User agrees not to apply for any patent to compete with the Product.
7.2.1
If the User uses the Software as part of a relationship with a third party the thris party is agrees they are a User.
7.3
The User agrees that any communication with the Supplier becomes the property of the Supplier.
7.4
The User agrees that by using the Product or being in psession of the Product, they have agreed to the Supplier Non Disclosure Agreement.
8
The software may communicate with the Supplier's servers from time to time.
9
The software may be subject to export controls or restrictions by any countries or territories.
9.1
The User agrees to adhere to all applicable international, national, regional and local laws, and regulations, including without limitation any applicable import and use restrictions.
9.2
The User agrees not export, or re-export, directly or indirectly, the software to any country, nor to any person or entity.
9.3
The User agrees not export, or re-export the software to any military entity, or to any other entity for any military purpose.
9.4
The User agrees not license, sell, provide or distribute the software.
10
the User agree to comply with all local laws and regulations regarding the download, installation and/or use of the software. the User agree to comply with any applicable policies or guidelines that the Supplier may make available from time to time in its sole discretion. By way of example, and not as a limitation, the User agree that when using the Software, the User will not:
* defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
* upload, post, email or transmit or otherwise make available any inappropriate, defamatory, infringing, obscene, or unlawful Content;
* upload, post, email or transmit or otherwise make available any Content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless the User are the owner of such rights or have the permission of the owner to post such Content;
* download any file posted by another that the User know, or reasonably should know, that cannot be legally distributed in such manner;
* impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material;
* restrict or inhibit any other user from using and enjoying the Supplier's services;
* use the Supplier's services for any illegal or unauthorized purpose;
* remove any copyright, trademark or other proprietary rights notices contained in or on the Supplier's services;
* interfere with or disrupt the Supplier's services or servers or networks connected to the Supplier's services, or disobey any requirements, procedures, policies or regulations of networks connected to the Supplier's services;
* use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Supplier's services or collect information about users for any unauthorized purpose;
* submit Content that falsely expresses or implies that such Content is sponsored or endorsed by the Supplier;
* create user accounts by automated means or under false or fraudulent pretenses;
* promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual; or
* transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature.
11
All sections shall survive any termination or expiration of these terms.
12
the User agree to hold harmless and indemnify the Supplier and its subsidiaries, affiliates, officers, agents, and employees from and against any claim, suit or action arising from or in any way related to the User'sr use of the software or the User'sr violation of these terms, including any liability or expense arising from all claims, losses, damages, suits, judgments, litigation costs and attorneys' fees, of every kind and nature. �In such a case, the Supplier will provide the User with written notice of such claim, suit or action.
13
the User EXPRESSLY UNDERSTAND AND AGREE THAT:
a)�������� the UserR USE OF THE SOFTWARE IS AT the Users SOLE RISK. THE SOFTWARE IS PROVIDED ON AN "AS IS" BASIS AND WITHOUT WARRANTY OF ANY KIND. �TO THE MAXIMUM EXTENT PERMITTED BY LAW, the Supplier EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
b)�������� the Supplier MAKES NO WARRANTY (I) THAT THE SOFTWARE WILL MEET the Users REQUIREMENTS, (II) THAT THE SOFTWARE WILL BE ERROR-FREE OR BUG-FREE, (III) REGARDING THE SECURITY, RELIABILITY, TIMELINESS, OR PERFORMANCE OF THE SOFTWARE, AND (IV) THAT ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
c)�������� ANY CONTENT OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SOFTWARE IS DONE AT the Users OWN DISCRETION AND RISK AND the User WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO the User'sR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT OR MATERIAL.
d)�������� NONE OF THE SOFTWARE IS INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, LIFE SUPPORT SYSTEMS, EMERGENCY COMMUNICATIONS, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, OR ANY OTHER SUCH ACTIVITIES IN WHICH CASE THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
e)�������� NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY the User FROM the Supplier OR ANY THIRD PARTY OR THROUGH THE SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.
14
the User EXPRESSLY UNDERSTAND AND AGREE THAT the Supplier SHALL NOT BE LIABLE TO the User FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF the Supplier HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SOFTWARE; (II) THE INABILITY TO USE THE SOFTWARE TO ACCESS CONTENT OR DATA; (III) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF the User'sR TRANSMISSIONS OR DATA; OR (V) ANY OTHER MATTER RELATING TO THE SOFTWARE.� THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
15
NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED.� SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES.� ACCORDINGLY, ONLY THE ABOVE LIMITATIONS IN SECTIONS 11 AND 12 WHICH ARE LAWFUL IN the User'sR JURISDICTION WILL APPLY TO the User AND the Supplier's'S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
16
the User agree that, except as otherwise expressly provided in these terms, there shall be no third party beneficiaries to these terms.
17
a)�������� Entire Agreement.� These Terms and Conditions constitute the entire agreement between the User and the Supplier relating to the Software and govern the User'sr use of the Software, superceding any prior or contemporaneous agreements between the User's and the Supplier regarding the Software.
b)�������� Choice of Law and Forum.� These Terms and Conditions and the relationship between the User and the Supplier shall be governed by the laws of the State of California without regard to its conflict of law provisions.� the User and the Supplier agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Santa Clara, California.
c)�������� Waiver and Severability of Terms.� The failure of the Supplier to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms and Conditions shall remain in full force and effect.
d)�������� Statute of Limitations. �the User agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Software or these Terms and Conditions must be filed within one (1) year after such claim or cause of action arose or be forever barred.
e)�������� Headings.� The section headings in these Terms and Conditions are for convenience only and have no legal or contractual effect.
18
The Supplier reserves the right to change the sofware at any time.
19
The Supplier reserves the right to change these Terms at any time. Continued use of the software by the User implies agreement to the changed Terms. It is the responsibility of the User to review the Terms on a regular basis.
20
The Supplier may stop the software at any time.
21
The Supplier may terminate the User'sr account at any time.
22
The User agrees that any information provided to the Supplier will be accurate and up to date.
23
The User agrees that any information provided to the Supplier will be reviewed on a regular basis and updated to maintain accuracy.
24
The User agrees to only access the software using the interface supplied by the Supplier and no other method.
25
The User indicates opt-in to receiving email from the Supplier.
26
The User agrees not to reproduce, duplicate, copy, sell, trade or resell the software for any purpose.
27
The Users agrees sole responsible for any breach obligations under the Terms and for the consequences (including any loss or damage which the Supplier may suffer) of any such breach.
28
The Supplier has no responsibility to the User or to any third party.
29
The User is responsible to maintain confidentiality of any access method associated with using the software.
30
The User agrees sole responsible to the Supplier for all activities that occur under the User's account.
31
The User agrees to notify the Supplier immediately on becoming aware of any unauthorised use of their account.
32
The Users agrees to the data protection and privacy policy of the Supplier.
33
The Supplier may share aggregated non-personal information with third parties.
34
The User agrees to the presentation of third party content within the software interface.
35
Third party content may be protected by intellectual property rights.
36
The Users agrees not to modify, rent, lease, loan, sell, distribute or create derivative works based on third party content (either in whole or in part).
37
The Supplier may use third parties to assist us in processing the User's data, and will require that they comply with the Supplier Privacy Policy and any other appropriate confidentiality and security measures.
38
The Supplier may share information with third parties to complying with legal process, preventing fraud or imminent harm, and ensuring the security of our network and services.
39
The Supplier processes User information a country of the Suppliers choice.
40
The User indemnifies the Supplier and will keep the Supplier indemnifies against any proceeding taken against the Supplier as a result of the User using the software.
41
The Supplier reserves the right to screen, review, flag, filter, modify, refuse or remove any or all data used by the software.
42
The User uses the software at their own risk.
43
The User acknowledges the Suppliers the legal rights, title and interest in and to the software, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). the User further acknowledge that the Services may contain information which is designated confidential by the Supplier and that the User shall not disclose such information without the Supplier's prior written consent.
44
The User acknowledges any third party rights.
45
The User does not have the right to use any of the Supplier's trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.
46
The User agrees not to remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the software.
47
The User agrees not use any trade mark, service mark, trade name, logo of any company or organisation in a way that is likely or intended to cause confusion about the owner or authorised user of such marks, names or logos.
48
The Supplier gives the User a worldwide, royalty-free, non-assignable and non-exclusive licence to use the software provided by the Supplier.
This licence is for the sole purpose of enabling the User to use and enjoy the benefit of the Services as provided by the Supplier, in the manner permitted by the Terms.
49
The User may not (and may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof.
50
The User may not assign (or grant a sub-licence of) rights to use the Software, grant a security interest in or over the User's rights to use the Software, or otherwise transfer any part of the User's rights to use the Software.
51
The User agrees that the Supplier may make User supplied information available to other companies, organisations or individuals with whom the Supplier has relationships for the provision of syndicated services, and to use such information in connection with the provision of those services.
52
The User understands and agrees that information may be transmitted over various public networks and in various media.
53
The Users agrees that the Supplier may make changes to information supplied by the User as necessary to conform and adapt that information to the technical requirements of connecting networks, devices, services or media.
54
The User agrees that any information it transmits to the Supplier become the the proprty of the Supplier to do with as the Supplier sees fit.
55
The User may terminate the agrement at any time by notifying the Supplier.
56
The Supplier may terminate the agrement at any time by notifying the User.
57
When these Terms come to an end, all of the legal rights, obligations and liabilities that the User and the Supplier have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation to such rights, obligations and liabilities indefinitely.
58
The Terms, and the User'sr relationship with the Supplier under the Terms, shall be governed by English law.
The User and the Supplier agree to submit to the exclusive jurisdiction of the courts of England to resolve any legal matter arising from the Terms.
58.1
Notwithstanding this, the User agree that the Supplier shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
59
The Software is provided "as is" and the Supplier, its Subsidiaries and Affiliates, and its licensors give the User no warranty with respect to it.
60
The Supplier, its Subsidiaries and Affiliates, and licensors do not represent or warrant to the Users that use of the Software will meet the User's requirements.
61
The User agrees that the the Software may not be uninterrupted, timely, secure or free from error,
62
The Supplier doe not warrant that any information obtained by the User as a result of use of the Software or Service will be accurate or reliable
63
The Supplier does not warranty that the Software or Service is free from defect.
64
No conditions, warranties or other terms (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description) apply to the Sofware or Service, except as expressly set out in these Terms.
65
Nothing in these Terms shall exclude or limit the Supplier�s liability for loss.
66
The Supplier will not be liable for any indirect or consequential losses which may be incurred by the User.
This shall include any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, or any loss of data.
67
The Supplier will not be liable for any loss or damage as a result of any reliance placed on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between the User and any advertiser or sponsor whose advertising appears on the Service.
68
The Supplier will not be liable for any loss or damage which may be incurred as a result of any changes which the Supplier may make to the Software or Service, or for any permanent or temporary cessation in the provision of the Software or Service (or any features therein).
69
The Supplier will not be liable for any loss or damage which may be incurred as a result of the deletion of, corruption of, or failure to store, any information maintained or transmitted by or through the User'sr use of the Software or Service.
70
The Supplier will not be liable for any loss or damage which may be incurred as a result of the User's failure to provide the Supplier with accurate information.
71
The Supplier will not be liable for any loss or damage which may be incurred by as a result of the User's failure to keep password or account details secure and confidential.
72
The limitations on the Suppliers liability shall apply whether or not the Supplier has been advised of or should have been aware of the possibility of any loss arising.
73
Some of the Service may be supported by advertising revenue and may display advertisements and promotions.
These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information.
74
The manner, mode and extent of advertising are subject to change without specific notice.
75
In consideration for the Supplier granting the User access to and use of the Services, the User agrees that the Supplier may place such advertising on the Service.
76
The Software and/or Service may include hyperlinks to other web sites or content or resources. The Supplier may have no control over any web sites or resources which are provided by companies or persons other than the Supplier.
77
The User acknowledges and agrees that the Supplier is not responsible for the availability of any such external web sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
78
The User acknowledges and agrees that the Supplier is not liable for any loss or damage which may be incurred by the User as a result of the availability of those external sites or resources, or as a result of any reliance placed by the User on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
79
The Supplier may make changes to these Terms from time to time. When these changes are made, the Supplier will make a new copy of the Terms available from within, or through, the affected Services.
80
The User understands and agrees that if the Users uses the Services after the date on which the Terms have changed, the Supplier will treat the User as having acceptances the updated Terms.
80.1
The User agrees to maintain an internet connection that the Software may use.
81
The User may as a result of, or through the User's use of the Software or Service use a service or download software, or purchase goods, which are provided by another person or company.
The Users use of these other services, software or goods may be subject to separate terms between the User and the company or person concerned.
If so, these Terms do not affect the User's legal relationship with these other companies or individuals.
82
These Terms constitute the whole legal agreement between the User and the Supplier and govern the User'sr use of the Sofware and/or Services (excluding any software or services or terms which the Supplier may provide under a separate written agreement), and completely replace any prior agreements between the User and the Supplier.
83
The User agrees that the Supplier may provide the User with notices, including those regarding changes to the Terms, by email, or postings on the Service.
84
The User agrees that if the Supplier does not exercise or enforce any legal right or remedy which is contained in the Terms (or which the Supplier has the benefit of under any applicable law), this will not be taken to be a formal waiver of the Supplier�s rights and that those rights or remedies will still be available to the Supplier.
85
If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
86
The Terms, and the User's relationship with the Supplier under the Terms, shall be governed by English law.
The User and the Supplier agree to submit to the exclusive jurisdiction of the courts of England to resolve any legal matter arising from the Terms.
Notwithstanding this, the User agree that the Supplier shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
87
Any aspect of the Software or Service may be changed or removed at any time as the discretion of the Supplier.
88
The User agrees that the software may automatically be updated by the Supplier.
89
The software has been created on a computer that includes virus scanning, but is not guranteed to be virus free. The User is responsible for virus scanning and removal on their computer.
90
The Supplier becomes the owner of any information supplied directly or indirectly by the User and may which the Supplier may use in any way.
91
The User agrees to allow the Software to connect to the Supplier's computer using the internet and to pay for all internet charges.
92
The Supplier is the owner or the licensee of all intellectual property rights in the Software.