Your use of Yavli Limited (“Yavli,” “our,” “we”) websites as well as any of the services, Software (as defined below) or products that may be offered on or through our websites or on or through the websites of third parties from time to time (collectively, the websites, the services, the Software and/or the products are hereinafter referred to as the “Services”) are at all times subject to the following Terms of Service (these “Terms”). These Terms represent the entire agreement between Yavli and you, (hereafter “you,” “your,” “User”, “you”). By accessing the Services you agree to be bound by these Terms. These Terms include Yavli’s conditions for suitable use of the Services, which also outlines your obligations and restrictions when using the Services provided by Yavli.2. Modification of Terms
At any time and without notice to you, we may modify these Terms by posting revised Terms on our websites. Your use of our Services constitutes your unconditional and binding acceptance of these Terms, including any amendments, revisions, alterations, modifications and/or supplements that we make from time to time in accordance with the provisions of hereof. You should regularly review these Terms to ensure your continued compliance therewith.3. Eligibility
The Services are available only to individuals who are at least 18 years of age, whether acting on their own behalf or as an authorized employee or representative of a corporation or other entity. If you do not so qualify, or you do not agree with any of the Terms, you should not access the Website or use any of the Services provided by Yavli. You may use the Services and Website only in full compliance with the Agreement and all applicable local, state, national, and international laws, rules and regulations.4. Description of Service
Included in the Services are recommendations for news articles, graphics, photographs, images, illustrations, software, audio clips, games and video clips (hereafter "Content") on third-party websites and applications (hereafter "Publishers") that are accessible to you. All or a portion of the recommendations consist of Content that our customers (hereafter "Advertisers") pay us to promote. These recommendations generate revenue for Yavli and its Publishers from Advertisers selected by Yavli in its sole discretion. You acknowledge and agree that our Content includes, among other things, product reviews, endorsements, and advertisements. It also includes information about products and services offered by parties other than Yavli, such as product descriptions, specifications, pricing, availability, and performance. We do not guarantee the accuracy, the integrity, or the quality of the Content, and you may not rely on any of this Content. Without limitation, we are not responsible for postings by users in the user opinion, message board, or feedback sections of our Services, if any. You acknowledge and agree that you may be exposed to content that you find offensive, indecent, or objectionable or that is inaccurate, and you bear all risks associated with using that content or being exposed to such content. We have the right, without obligation, to remove any content that may, in our sole discretion, violate these Terms or that is otherwise objectionable.5. Usage License
Subject to these Terms and your compliance therewith, Yavli hereby grants you a limited, non-transferable, non-sublicensable, non-assignable, non-exclusive license to use the Services, including any application program interface or software code (hereafter “Software”) that we may make available to you as part of the Services and any subsequent updates, upgrades and new versions thereto. Such license shall include the right to use Yavli intellectual property rights associated with or related to use of the Software or other matters solely related to appropriate use of the Services as set out in these Terms. The Software may only be used in connection with the Services and in accordance with these Terms and for no other purpose. Yavli reserves the right to add, modify, remove or amend all or any portion of the Services in any way at any time in its sole discretion, without notice. You acknowledge and agree that Yavli has no obligation to make available to you any subsequent versions of the Services. Yavli reserves the right to terminate your license to use the Services at any time and for any reason without prior notice or liability incurred.6. Intellectual Property Restrictions and Rights
Unless clearly and explicitly identified under these Terms, you may not transfer, sell, assign, sublicense, act as a service bureau, copy, duplicate, rent, lease, sell, franchise, disassemble, reverse engineer or decompile (except to the limited extent authorized by applicable statutory law), modify or alter any part of the Services. If you pursue any of the foregoing restrictions in any way, you agree that Yavli shall own all right, title, equity and interest relating to any and all inventions, data, works of authorship, derivative works, designs, research, ideas, and intellectual property, invented or conceived or reduced to practice, in whole or in part, as they may relate to the use of the Services in whole or in part. You hereby agree to make all assignments necessary, in a timely manner, to accomplish the foregoing ownership. You acknowledge and agree that all right, title and interest in and to the Services, all data and information generated thereby and all intellectual property rights therein shall at all times remain the sole and exclusive property of Yavli and are protected by applicable intellectual property laws and treaties. All data and other information related to the Services on any website shall be the sole property of Yavli. You acknowledge that you do not acquire any ownership rights of the data collected by Yavli.7. Third-party websites, products, and services.
As a condition of use, you acknowledge and agree that you may not use the Services for any purpose not reasonably intended by Yavli. You agree not to license, create derivative works from, transfer, franchise, sell or re-sell any information, content, software or services obtained from the Website. Yavli reserves the right to add or remove information, Content or Services from the Website at any time at its sole discretion.
You agree that you will not, in connection with your use of the Website, Software or the Services, violate any applicable law or regulation. Without limiting the foregoing, you agree that you will not make available through the Software, Website and/or Services any material or information that infringes any copyright, trademark, patent, trade secret, or other right of any party (including rights of privacy or publicity).
Notwithstanding anything to the contrary, you may not: (a) remove any proprietary notices from the Services or any copy of the Software; (b) cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Software or the Services; (c) sell, assign, rent, lease, act as a service bureau, or grant rights in the Software or Services, including, without limitation, through sublicense, to any other entity without the prior written consent of Yavli; or (d) make any false, misleading or deceptive statement or representation regarding Yavli and/or the Software or Services.
You may not connect to or use the Website and/or Services in any way not expressly permitted by this Agreement. Without limiting the foregoing, you agree that you will not: (a) institute, assist, or become involved in any type of attack, including without limitation denial of service attacks, upon the Website and/or Services or otherwise attempt to disrupt the Website and/or Services or any other person’s use of the Website and/or Services; (b) attempt to gain unauthorized access to the Website, Services, accounts registered to Publishers or Advertisers, or the computer systems or networks connected to the Website and/or Services; (c) use the Website and/or Services for any illegal or unauthorized purpose; (d) use the Website and/or Services to post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any Yavli user; (e) use the Services with the intention of artificially inflating, deflating or altering the Services, including by way of creating separate user accounts for the purpose of artificially altering Yavli’s services; artificially inflating clicks on Advertisements or participating in any other organized effort that in any way artificially alters the results of the Services.
Furthermore, you may not use the Website or Services to develop, generate, transmit or store information, including any content that, or use the Services on any website, that: (a) is defamatory, harmful, abusive, obscene or hateful; (b) in any way obstructs or otherwise interferes with the normal performance of another person’s use of the Website and/or Services; (c) performs any unsolicited commercial communication not permitted by applicable law; (d) constitutes harassment or a violation of privacy or threatens other people or groups of people; (e) is harmful to children in any manner; (f) violates any applicable law, regulation or ordinance; (g) makes any false, misleading or deceptive statement or representation regarding Yavli and/or the Software, Website or Services; (h) constitutes phishing, pharming or impersonates any other person, or steals or assumes any person’s identity (whether a real identity or online nickname or alias); (i) displays adult, obscene, pornographic, libelous, infringing, abusive or defamatory content; (j) participates in, or encourages participation in, illegal activities; (k) promotes hate or discrimination; or (l) facilitates the sale of firearms or illegal drugs; (m) impersonate another person or otherwise misrepresent your affiliation with a person or entity or conduct fraud; (n) interfere with the proper working of the Services. Yavli may remove any Content from the Website and Services for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), at any time.
Except as provided in this Agreement, you agree that you will not use the Software, the Website or the Services for any commercial purpose or the benefit of any third party or charge any person, or receive any compensation for, the use of the Software, the Website or Services.
You agree that you will not (a) obtain or attempt to obtain any information from the Services, including without limitation email information of other account holders or other Software data; (b) intercept, examine or otherwise observe any proprietary communications protocol used by the Software or the Services, whether through the use of a network analyzer, packet sniffer or other device; or (c) use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, Trojan-horse routing, trap door, time bomb or any other codes, instructions or third-party software that is designed to provide a means of surreptitious or unauthorized access to, or distort, delete, damage or disassemble, the Software, the Website or the Services.9. Trademarks and Copyrights
Yavli, and other Yavli marks, graphics, logos, designs, page headers, button icons, scripts, and service names comprise registered and unregistered trademarks, service marks and trade dress of Yavli in the U.S. and/or other countries (the "Yavli Marks"). Other trademarks, service marks and trade names used on the Services are the property of their respective owners. Without Yavli's prior written authorization, you agree not to display or use in any manner the Yavli Marks outside the intended use of the Services as set out in this Agreement. You acknowledge and agree that all materials published on or through our Services are protected by applicable copyright and/or trademark law. If you would like to request permission to use any of the Content, please contact Yavli at [email protected]10. Warranty Disclaimer
You acknowledge and agree that the Services may contain, or direct users to websites or content containing, information that some people may find offensive or inappropriate. Yavli makes no representations concerning the Content contained in or accessed via the Services, and will not be responsible or liable for the contents, accuracy, copyright compliance, legality or decency of third party Content or services accessed via the Services.
THE SERVICES, THE WEBSITE AND THE SOFTWARE ARE PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND. EXCEPT AS SET FORTH HEREIN AND TO THE EXTENT REQUIRED BY APPLICABLE LAW, YAVLI AND ITS AGENTS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES. INCLUDING WITHOUT LIMITATION THE CONTENT, THE WEBSITE AND THE SOFTWARE COMPRISING ALL OR A PART OF THE SERVICES, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. YAVLI DISCLAIMS ANY WARRANTY THAT YOUR USE OF THE SERVICES, THE WEBSITE OR THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.
THE SERVICES AND THE CONTENT ARE DISTRIBUTED ON AN “AS IS, AS AVAILABLE” BASIS. ANY MATERIAL THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH OUR SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY POTENTIAL DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR DOWNLOAD OF ANY SUCH MATERIAL. NEITHER WE NOR ANY OF OUR PARTNERS MAKES ANY WARRANTY THAT (i) OUR SERVICES WILL MEET YOUR REQUIREMENTS, (ii) OUR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL THAT YOU PURCHASE OR OBTAIN THROUGH OUR SERVICES WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS WILL BE CORRECTED. YOU EXPRESSLY AGREE THAT YOU WILL ASSUME THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF OUR SERVICES AND THE ACCURACY OR COMPLETENESS OF ITS CONTENT.
NEITHER WE NOR OUR PARTNERS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE OUR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY AND THAT OF OUR THIRD-PARTY CONTENT PROVIDERS AND THEIR RESPECTIVE AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.11. Indemnity
You hereby agree to indemnify, defend and hold Yavli and all of our officers, directors, owners, employees, agents, information providers, affiliates, partners, and licensors (collectively, the “Yavli Parties”) harmless from and against any and all liability, losses, costs, and expenses (including attorneys' fees) incurred by any Yavli Party in connection with any claim, including, but not limited to, claims for defamation, violation of rights of publicity and/or privacy, copyright infringement, or trademark infringement arising out of (i) your use of our Services; (ii) any use or alleged use of your accounts or your passwords by any person, whether or not authorized by you; (iii) the content, the quality, or the performance of content that you submit to our sites; (iv) your connection to our Services; (v) your violation of these Terms; or (vi) your violation of the rights of any other person or entity. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.12. Additional Terms.
Some of our Services may be subject to additional posted terms and/or conditions. Your use of those Services is subject to those additional terms and/or conditions, which are hereby incorporated into these Terms by reference. In the event of any conflict or inconsistency between these Terms and any additional posted terms and/or conditions, the provisions of the additional terms and/or conditions shall control.13. Communications to You.
In some cases our Services may require registration prior to use. If we request registration information from you, you will provide us with true, accurate, current, and complete information. You will promptly update your registration to keep it accurate, current, and complete. If we issue you a password, you may not reveal it to anyone else. You may not use anyone else's password. You are responsible for maintaining the confidentiality of your accounts and passwords. You agree to immediately notify us of any unauthorized use of your passwords or accounts or any other breach of security. You also agree to exit from your accounts at the end of each session. We will not be responsible for any loss or damage that may result if you fail to comply with these requirements.16. Termination, Suspension and Other Rights of Yavli.
(a) We at all times have the right, without obligation, to take certain actions with respect to our Services and your use of our Services in our sole and absolute discretion at any time and for any reason without giving you any prior notice, including, without limitation, the right to (i) terminate, suspend, or otherwise restrict your access to all or any part of our Services; (ii) remove, refuse, or move any material that you submit to our Services for any reason; (iii) remove, refuse, or move any content that is available on or through our Services; (iv) deactivate or delete your accounts, if any, and all related information and files in your account; and (v) establish general practices and limits concerning use of our Services.
(b) You agree that under no circumstances whatsoever will we be liable to you or any third party for taking any of the actions set forth in Section 16(a) above for any reason or no reason at all. You further agree to refrain from bringing any action against us for our taking any of the actions set forth in Section 16(a) above for any reason or no reason at all.17. Arbitration.
Yavli may elect to resolve any controversy or claim arising out of or relating to these Terms or our Services by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in New York, New York, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. Either you or we may seek any interim or preliminary relief from a court of competent jurisdiction in New York, New York, necessary to protect the rights or the property of you or Yavli (or its agents, suppliers, and subcontractors), pending the completion of arbitration.18. Copyright Infringement
Yavli respects the intellectual property of others, and asks its users, advertisers, licensors and service providers to do the same. If you believe that your work has been copied and is accessible on or through the Services in a way that constitutes copyright infringement, please contact [email protected] for instructions on how to report copyright infringement to Yavli.19. Miscellaneous.
We may be required by state or federal law to notify you of certain events. You hereby acknowledge and consent that such notices will be effective upon our posting them on our websites or delivering them to you through e-mail. You may update your e-mail address by visiting the Services where you have provided contact information. If you do not provide us with accurate information, we cannot be held liable if we fail to notify you. You have the right to request that we provide such notices to you in paper format, and may do so by contacting [email protected]
Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
You 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 our websites or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
These Terms, including all terms, conditions, and policies that are incorporated into these terms by reference, constitute the entire agreement between you and Yavli and govern your use of our Services, superseding any prior agreements that you may have with us.
These Terms shall be construed in accordance with the laws of the State of New York, and the parties irrevocably consent to bring any action to enforce these Terms before an arbitration panel or before a court of competent jurisdiction in New York, New York if seeking interim or preliminary relief or enforcement of an arbitration award.
If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the Terms shall continue in effect.