WEBSITE TERMS OF USE 

 

Play with Yaya

Website Terms of Use

Last Updated: May  25, 2020

 

Welcome to Playwithyaya.com (together with its subdomains, Content, Marks, and services, the “Website”). Please read the following Website Terms of Use (“Website Terms”) carefully before using this Website, so that you are aware of your legal rights and obligations with respect to YaYa Ltd. (“YaYa”, “we”, “our” or “us”). 

Website Terms govern your access to, and use of, our Website. By accessing or using the Website, you expressly acknowledge and agree that you are entering a legal agreement with us and have understood and agree to comply with, and be legally bound by, Website Terms. You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. If you do not agree to be bound by Website Terms, please do not access or use the Website.

The Website is only intended for individuals aged 18 years or older. If you are under 18 years, please do not visit or use the Website. 

IF YOU DO NOT AGREE TO COMPLY WITH AND BE BOUND BY THESE WEBSITE TERMS, PLEASE DO NOT ACCESS OR USE THE WEBSITE.

YAYA RESERVES THE RIGHT TO MODIFY THESE WEBSITE TERMS AT ANY TIME BY POSTING THE MODIFIED WEBSITE TERMS ON THE WEBSITE. SUCH MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY AFTER POSTED AND YOUR CONTINUED USE OF THE WEBSITE SHALL CONSTITUTE YOUR ACCEPTANCE OF SUCH MODIFICATIONS. ACCORDINGLY, PLEASE CONTINUE TO REVIEW THESE WEBSITE TERMS OF USE WHENEVER ACCESSING OR USING THE WEBSITE. 

  1. BACKGROUND 

The Website is intended to provide you with information about YaYa’s products and services. If you register an Account (as defined below) on the Website, you may also purchase a subscription to Yaya’s toy hiring service (“Service”) and manage your subscription. If you choose to purchase a subscription to the Service then, in addition to Website Terms, your subscription and use of the service is governed by our Service Terms and Conditions, at: https://www.playwithyaya.com/terms.

  1. WEBSITE ACCESS 

For such time as Website Terms are in effect, we hereby grant you permission to visit and use the Website provided that you comply with Website Terms and applicable law.

  1. RESTRICTIONS

You shall not: (I) copy, distribute or modify any part of the Website without our prior written authorization; (ii) use, modify, create derivative works of, transfer (by sale, resale, license, sublicense, download or otherwise), reproduce, distribute, display or disclose Content (defined below), except as expressly authorized herein; (iii) disrupt servers or networks connected to the Website; (iv) use or launch any automated system (including without limitation, “robots” and “spiders”) to access the Website; and/or (v) circumvent, disable or otherwise interfere with security-related features of the Website or features that prevent or restrict use or copying of any Content or that enforce limitations on use of the Website. 

  1. ACCOUNT

In order to use some of the services of the Website, such as to purchase a subscription to the Service and manage your subscription, you will need to create an account (“Account”). You agree not to create an Account for anyone else or use the account of another without their permission. When creating your Account, you must provide accurate and complete information. You are solely responsible for the activity that occurs in your Account, and you must keep your Account password secure. You must notify YaYa immediately of any breach of security or unauthorized use of your Account. As between you and YaYa, you are solely responsible and liable for the activity that occurs in connection with your Account. If you wish to delete your Account you may send an email request to YaYa at support@playwithyaya.com

  1. INTELLECTUAL PROPERTY RIGHTS 

    1. Content and Marks. The: (i) content on the Website, including without limitation, the text, documents, articles, brochures, descriptions, products, software, graphics, photos, sounds, videos, interactive features, and services (collectively, the “Materials”); (ii) User Submissions, as defined below (together with the Materials, the “Content”); and (iii) the trademarks, service marks and logos contained therein (“Marks”), are the property of YaYa and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. “YaYa”, “Play with YaYa”, the YaYa logo, and other marks are Marks of YaYa or its affiliates. All other trademarks, service marks, and logos used on the Website are the trademarks, service marks, or logos of their respective owners. We reserve all rights not expressly granted in and to the Website and the Content. 

    2. Use of Content. Content on the Website is provided to you for your information and personal use only and may not be used, modified, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent. If you download or print a copy of the Content you must retain all copyright and other proprietary notices contained therein. 

  2. USER SUBMISSIONS

    1. Responsibility. The Website may permit the submission, hosting, sharing and publishing of Content by you and other users (“User Submissions”). You understand that whether or not such User Submissions are published, we do not guarantee any confidentiality with respect to any User Submissions. You shall be solely responsible for your User Submissions and the consequences of posting, publishing or uploading them. We have complete discretion whether to publish your User Submissions and we reserve the right in our sole discretion and without further notice to you, to monitor, censor, edit, remove, delete, and/or remove any and all Content posted on the Website (including User Submissions) at any time and for any reason. 

    2. Ownership. You represent and warrant that you own or have the necessary rights and permissions to use and authorize YaYa to use all Intellectual Property Rights (defined below) in and to your User Submissions and to enable inclusion and use thereof as contemplated by the Website and Website Terms. Unless the User Submissions are separately referred to, all references herein to Content shall include references to User Submissions. “Intellectual Property Rights” means any and all rights, titles, and interests, whether foreign or domestic, in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, foreign or domestic. You retain all of your ownership rights in and to your User Submissions. 

    3. License to User Submissions. By submitting the User Submissions to YaYa, you hereby grant YaYa a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sublicensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the Website and YaYa’s business, including without limitation for publishing and redistributing part or all of your User Submissions (and derivative works thereof) in any media formats and through any media channels and, and you hereby waive any moral rights in your User Submissions, to the extent permitted by law. You also hereby grant each user of the Website or other viewer or user of the User Submission a non-exclusive right to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions, all in accordance with Website Terms.

    4. Prohibited Content. You agree that you will not display, post, submit, publish, upload or transmit a User Submission that: (i) is unfair or deceptive under the consumer protection laws of any jurisdiction; (ii) is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights; (iii) creates a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement; (iv) impersonates another person; (v) promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking; (vi) is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is inappropriate; (vii) involves theft or terrorism; or (viii) is otherwise malicious or fraudulent. 

    5. Exposure. You understand and acknowledge that when accessing and using the Website: (i) you will be exposed to User Submissions from a variety of sources and that YaYa is not responsible for the accuracy, usefulness, safety, or Intellectual Property Rights of, or relating to, such User Submissions; and (ii) you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable. You hereby agree to waive and hereby do waive, any legal or equitable rights or remedies you may have against YaYa with respect to (i) and (ii) herein.

  3. INFORMATION DESCRIPTION

We attempt to be as accurate as possible. However, we cannot and do not warrant that the Content available on the Website is accurate, complete, reliable, current, or error-free. We reserve the right to make changes in or to the Content, or any part thereof, in our sole judgment, without the requirement of giving any notice prior to or after making such changes to the Content. Your use of the Content, or any part thereof, is made solely at your own risk and responsibility.

  1. DISCLOSURE

We reserve the right to access, read, preserve, and disclose any information that we obtain in connection with the Website, and your use thereof, as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request; (ii) enforce Website Terms, including to investigate potential violations of them; (iii) detect, prevent or otherwise address fraud, security or technical issues; (iv) respond to user support requests; or (v) protect the rights, property or safety of YaYa, its users or the public.

  1. LINKS 

    1. Links on the Website. The Website may contain links and may enable you to post links, to third party websites that are not owned or controlled by YaYa. We are not affiliated with, have no control over, and assume no responsibility for the content, privacy policies, or practices of, any third party websites. You: (i) are solely responsible and liable for your use of and linking to third party websites and any content that you may send or post to a third party website; and (ii) expressly release YaYa from any and all liability arising from your use of any third party website. Accordingly, we encourage you to read the terms and conditions and privacy policy of each third party website that you may choose to visit.

    2. Linking to the Website. YaYa permits you to link to the Website provided that: (i) you link to but do not replicate any page on this Website; (ii) the hyperlink text shall accurately describe the Content as it appears on the Website; (iii) you shall not misrepresent your relationship with YaYa or present any false information about YaYa and shall not imply in any way that we are endorsing any services or products unless we have given you our express prior consent; (iv) you shall not link from a website which prohibits linking to third parties; (v) such website does not contain content that (a) is offensive or controversial (both at our discretion), or (b) infringes any intellectual property, privacy rights, or other rights of any person or entity; and/or (vi) you, and your website, comply with Website Terms and applicable law. 

  2. COPYRIGHT AND CONTENT POLICY 

It is our policy to respect the legitimate rights of the copyright and other intellectual property owners, and we will respond to clear notices of alleged copyright infringement in accordance with our Copyright and Content Policy set forth in this Section ‎10.

    1. Removal of Content. It is the policy of YaYa to respect the legitimate rights of copyright owners, and we will respond to clear notices of alleged copyright infringement. Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. Section 512 (the "DMCA"), YaYa has designated a Copyright Agent (as specified below) to receive notifications of claimed copyright infringement in connection with the Website.  Please be advised that we enforce a policy that provides for the termination in appropriate circumstances of Website users who are repeat infringers.  If you believe that your work has been copied in a way that constitutes copyright infringement, please provide the Copyright Agent with the following information in accordance with the DMCA:

  1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright; 

  2. A description of the copyrighted work you claim has been infringed; 

  3. A description of where the material that you claim is infringing is located on the Website, with enough detail that we may find it. Providing URLs in the body of an email is the best way to help us locate content quickly;

  4. Your address, telephone number, and email address; 

  5. A 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

  6. 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. 

    1. Counter-Notification. If you believe that the material you posted was removed from the Website by mistake and that you have the right to post the material, you may elect to send us a counter-notification. To be effective the counter-notification must be a written communication provided to our Copyright Agent that includes substantially the following (please consult your legal counsel or see the Digital Millennium Copyright Act, 17 U.S.C. (the "Copyright Act") Section 512(g)(3) to confirm these requirements): 

  1. Your physical or electronic signature;

  2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.  Providing URLs in the body of an email is the best way to help us locate content quickly;

  3. A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and 

  4. Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if your address is outside of the United States, for any judicial district in which [Client Name] may be found, and that you will accept service of process from the person who provided notification of infringement or an agent of such person.

    1. Misrepresentations. Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing or was removed or disabled by mistake or misidentification may be subject to liability.

    2. Copyright Agent. [Client Name]' agent for notice of claims of copyright infringement ("Copyright Agent") can be reached as follows: 

[Name]Copyright Claim YaYa

[Address] 1013 Centre Road suite 403-B Wilmington, County of New Castle,19805, Delaware 

Telephone:          6179097835.

Fax:                    N/A.

Email:     ella@playwithyaya.com

 

  1. Warranty Disclaimers 

    1. This section applies whether or not the services provided under the Website are for payment. Applicable law may not allow the exclusion of certain warranties, so to that extent, certain exclusions set forth herein may not apply. 

    2. THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. YAYA HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. YAYA DOES NOT GUARANTEE THAT THE WEBSITE WILL BE FREE OF BUGS, SECURITY BREACHES, OR VIRUS ATTACKS. THE WEBSITE MAY OCCASIONALLY BE UNAVAILABLE FOR ROUTINE MAINTENANCE, UPGRADING, OR OTHER REASONS. YOU AGREE THAT YAYA WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS. WE DO NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT, PRODUCT, OR SERVICE THAT IS FEATURED OR ADVERTISED ON THE WEBSITE BY A THIRD PARTY. 

    3. YAYA DOES NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT THAT APPEARS IN A USER SUBMISSION, AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO, AND DISCLAIMS ALL LIABILITY FOR, ANY SUCH CONTENT. 

    4. YOU SPECIFICALLY ACKNOWLEDGE THAT YAYA SHALL NOT BE RESPONSIBLE FOR THE USER SUBMISSIONS OR CONDUCT (INCLUDING DEFAMATORY, OFFENSIVE, ILLEGAL, OR NEGLIGENT CONDUCT) OF ANY WEBSITE USER AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. 

    5. YOUR RELIANCE ON, OR USE OF, ANY USER SUBMISSION, OR INTERACTION WITH ANY WEBSITE USER OR OWNER, IS AT YOUR SOLE RISK. IF YOU HAVE A DISPUTE WITH ANY WEBSITE USER OR OWNER IN CONNECTION WITH THE WEBSITE OR ANY USER SUBMISSION, YOU AGREE THAT YAYA IS NOT LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR CONNECTED WITH SUCH A DISPUTE. YAYA RESERVES THE RIGHT BUT HAS NO OBLIGATION, TO MONITOR ANY SUCH DISPUTE.

    6. EXCEPT AS EXPRESSLY STATED IN OUR PRIVACY POLICY, YAYA DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SECURITY OF ANY INFORMATION YOU MAY PROVIDE OR ACTIVITIES YOU ENGAGE IN DURING THE COURSE OF YOUR USE OF THE WEBSITE.

  2. Limitation of Liability 

    1. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, YAYA SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND, OR FOR ANY LOSS OF DATA, REVENUE, PROFITS OR REPUTATION, ARISING UNDER WEBSITE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE WEBSITE, EVEN IF YaYa HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you.

    2. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF YAYA FOR ANY DAMAGES ARISING UNDER WEBSITE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE WEBSITE EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO YAYA FOR USING THE WEBSITE DURING THE 3 MONTHS PRIOR TO BRINGING THE CLAIM. 

  3. Indemnity. You agree to defend, indemnify and hold harmless YaYa and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) your use of, or inability to use, the Website; (ii) your User Submissions; (iii) your interaction with any Website user; or (iv) your violation of Website Terms.

  4. Term and Termination. Website Terms are effective until terminated by YaYa or you. YaYa, in its sole discretion, has the right to terminate Website Terms and/or your access to the Website, or any part thereof, immediately at any time and with or without cause (including, without any limitation, for a breach of Website Terms). YaYa shall not be liable to you or any third party for termination of the Website, or any part thereof. If you object to any term or condition of Website Terms, or any subsequent modifications thereto, or become dissatisfied with the Website in any way, your only recourse is to immediately discontinue use of the Website. Upon termination of Website Terms, you shall cease all use of the Website. This Section ‎14 and Sections ‎5 (Intellectual Property Rights), ‎6.3 (License to User Submissions), ‎11 (Warranty Disclaimers), ‎12 (Limitation of Liability), ‎13 (Indemnity), and ‎15 (Independent Contractors) to ‎18 (General) shall survive termination of Website Terms.

  5. Independent Contractors. You and YaYa are independent contractors. Nothing in Website Terms creates a partnership, joint venture, agency, or employment relationship between you and YaYa. You must not under any circumstances make, or undertake, any warranties, representations, commitments or obligations on behalf of YaYa.

  6. Assignment. Website Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by YaYa without restriction or notification to you. 

  7. Governing Law and Jurisdiction. This Agreement (including without limitation its validity and formation) and the relationship between you and YaYa shall be governed by, and construed in accordance with, the laws of the State of New York, USA without regard to any conflicts of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement and is hereby disclaimed. 

  8. General. YaYa reserves the right to discontinue or modify any aspect of the Website at any time. Website Terms shall constitute the entire agreement between you and YaYa concerning the Website. If any provision of Website Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of Website Terms, which shall remain in full force and effect. No waiver of any term of Website Terms shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under Website Terms shall not constitute a waiver of such right or provision. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE WEBSITE MUST COMMENCE WITHIN 1 YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

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