Terms of service
Please read all of the Agreement carefully before registering on BrazilYello Website. If You have any questions, please Contact us prior to agreeing.
- 1. Terms of Payment
- 2. Term; Termination
- 3. Intellectual Property Ownership and Licenses
- 4. Representations and Warranties
- 5. Indemnification
- 6. Disclaimers; No Warranties
- 7. Limitation of Liability and Damages
- 8. Confidentiality
- 9. Miscellaneous
1. Terms of Payment
Account Holder shall be solely responsible for the payment of, and shall pay when due and indemnify GBD against, all applicable taxes, and payments to GBD under this Agreement. Account Holder shall pay GBD the fees set forth in the applicable subscription agreement or order form (the Order Form).
2. Term; Termination
- The term of this Agreement shall be as set forth in an Order Form between the parties (the Term). Unless provided in the Order Form, the term of this Agreement shall automatically renew (the "Automatic Renewal") on the first day following the end of the current subscription term (the "Renewal Date"). Account Holder may cancel such Automatic Renewal by terminating the subscription and this Agreement as set forth herein or by providing written notice, at least 30 days prior to the Renewal Date, that Account Holder does not wish to renew the subscription.
- GBD may terminate this Agreement in the event that Account Holder breaches this Agreement and fails to cure such breach within 30 days after receiving written notice thereof.
In the event of any such termination:
- Account Holder will remain liable for any amount due under this Agreement (adjusted on a pro rata basis, if applicable) and;
- GBD will destroy all Account Holder Data in its database.
- Account Holder may terminate this Agreement and its subscription to the Service by providing GBD with written notice of termination. In the event of any such termination:
- Account Holder will be entitled to a refund of prepaid subscription fees for the then-current Term if, and only if, notice of termination is given within 30 days after the start of the then-current Term (and no refund for prepaid fees shall be given if notice of termination is given more than 30 days after the start of the then-current Term) and;
- GBD will destroy all Account Holder Data in its database.
3. Intellectual Property Ownership and Licenses
- GBD Ownership Rights
GBD shall own and retain all right, title, and interest in and to the Service. GBD hereby grants to Account Holder a worldwide, royalty-free, non-exclusive, revocable, limited license to use the Service during the Term as expressly provided hereunder. Account Holder agrees not to copy, alter, modify, or create derivative works of the BrazilYello Website or otherwise use the Service in any way that violates the use restrictions contained in this Agreement. GBD does not grant to Account Holder any license, express or implied, to the intellectual property of GBD.
- Login and Hosting Restrictions
Account Holder acknowledges and agrees that Account Holders login information for the Service (e.g., username and password), including without limitation login information provided to individuals who Account Holder invites to be administrators or agents on Account Holders account, may be used by only one person, and use of a single login for the Service by multiple people is strictly prohibited. For the avoidance of doubt, Account Holder agrees that it shall not host the Service, on its own or any third party servers. Notwithstanding anything to the contrary contained herein, the parties agree that if Account Holder violates the provisions of this Subsection, GBD shall have the right to terminate this Agreement immediately and without notice.
- GBD respects the intellectual property of others. It may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who GBD, in its determination, believes have repeatedly infringed others' rights. If Account Holder or any of its End Users believes that its work has been copied in a way that constitutes copyright infringement, or its intellectual property rights have been otherwise violated, please provide the following information to GBD copyright agent via email Contact us :
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- A description of the copyrighted work or other intellectual property that Account Holder claims has been infringed;
- Description of where the material that Account Holder claims is infringing is located on the site, including a url link;
- Account Holders address, telephone number, and email address;
- A statement by Account Holder that is has a good faith belief that the disputed use is not authorized or consented to by the copyright owner, its agent, or the law; and
- A statement by Account Holder, made under penalty of perjury, that the above information in Account Holders notice is completely accurate and that Account Holder is the copyright or intellectual property owner or are authorized to act on the copyright or intellectual property owner's behalf.
4. Representations and Warranties
Each party hereby represents and warrants to the other party that:
- it has the full right, power and authority to enter into this Agreement;
- this Agreement is a valid and binding obligation of such party;
- it has obtained and shall maintain throughout the all necessary licenses, authorizations, approvals and consents to enter into and perform its obligations hereunder in compliance with all applicable laws, rules and regulations; and
- it shall comply with all applicable laws, rules and regulations, including applicable privacy and data protection laws.
Account Holder further represents and warrants that its business listing hosted on the Service does not infringe the copyright, trademark, or any other intellectual property rights of any third party, and that such data is otherwise in compliance with this Agreement. GBD reserves the right, in its sole discretion, to delete Account Holder's listing from BrazilYello Website if GBD has reason to believe Account Holders listing is in violation of this section. GBD further represents and warrants that the Service does not infringe the copyright, trademark or any other intellectual property rights of any third party.
Each party agrees to indemnify and hold the other party and its affiliates and agents harmless from and against any losses, costs, liabilities and expenses, including attorneys fees, arising out of the breach of the representations, warranties and covenants made by such party herein, or out of such partys negligence or willful misconduct. Except in the case of GBD negligence or willful misconduct, Account Holder further agrees to indemnify and hold GBD and its affiliates and agents harmless from and against any losses, costs, liabilities and expenses, including attorneys fees, arising out of the Account Holder Data. The indemnifying party shall be entitled to assume the defense and control of any matter for which it is required to indemnify the other party hereunder, and the other party agrees to cooperate with the indemnifying partys defense of such claims; provided, however, that the indemnified party may also participate in such defense with counsel of its choosing, at its sole expense.
6. Disclaimers; No Warranties
UNLESS EXPRESSLY SET FORTH IN THIS AGREEMENT, GBD MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER, INCLUDING WITHOUT LIMITATION THE SERVICE, AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. GBD DOES NOT WARRANT THE RESULTS OF USE OF THE SERVICE, AND ACCOUNT HOLDER ASSUMES ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO. ACCOUNT HOLDER SHOULD NOTE THAT IN USING THE SERVICE, SENSITIVE INFORMATION WILL TRAVEL THROUGH THIRD PARTY INFRASTRUCTURES THAT ARE NOT UNDER GBD'S CONTROL (SUCH AS A THIRD PARTY SERVERS). GBD MAKES NO WARRANTY WITH RESPECT TO THE SECURITY OF SUCH THIRD PARTY INFRASTRUCTURES.
7. Limitation of Liability and Damages
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SYSTEM FAILURE OR NETWORK OUTAGE, WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF DATA, LOSS OF BUSINESS, PROFITS OR OTHER LOSS, THAT RESULT FROM THIS AGREEMENT, EVEN IF SUCH PARTY OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE INDEMNITY OBLIGATIONS SET FORTH HEREIN, IN NO EVENT WILL EITHER PARTYS OR ITS AFFILIATES TOTAL LIABILITY TO THE OTHER PARTY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) EXCEED THE AGGREGATE FEES DUE BY ACCOUNT HOLDER TO GBD HEREUNDER DURING THE PRIOR 12 MONTHS.
"Confidential Information" shall mean
- all Account Holder Data; and
- any information generally understood to be confidential in nature or designated as such by either party, but shall not include information that:
- is independently developed by the receiving party without access to the other party's Confidential Information;
- becomes publicly known through no breach of this Agreement by the receiving party;
- has been rightfully received from a third party authorized to make such disclosure;
- has been approved for release in writing by the disclosing party; or
- is required to be disclosed by a legal or governmental authority.
GBD reserves the right, at its sole discretion, to modify these Terms of Service, at any time and without prior notice. If GBD modifies these Terms of Service, we will post the modification on our website or provide notice of the modification; provided, however, that unless otherwise mutually agreed by GBD and Account Holder in writing, no such modification, discontinuation or termination shall be effective until Account Holders next Renewal Date. Neither party shall assign any of its rights, obligations or licenses hereunder without the prior written consent of the other party; provided, however, that either party may assign this Agreement and its rights and obligations hereunder, to a successor of such party by way of merger, consolidation or acquisition of all or substantially all of the assets or business of such assigning party so long as such successor shall agree to be bound by all of the terms and provisions hereof. GBD and Account Holder are independent contractors, and neither GBD nor Account Holder is an agent, representative, employer, employee, or partner of the other. GBD and Account Holder shall each have sole responsibility for all acts and omissions of their respective personnel. This Agreement sets forth the entire agreement between GBD and Account Holder. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Lithuania, without giving effect to principles of conflicts of law. Any notices to be provided to GBD under this Agreement shall be sent to GBD by electronic mail at Contact us and such notice shall be deemed given upon receipt. Any notices to be provided to Account Holder under this Agreement shall be sent by electronic mail to the last email address that GBD has on file for Account Holder or by nationally recognized express delivery service to the last mailing address GBD has on file for Account Holder, at the sole discretion of GBD. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. If any provision contained in this Agreement is determined to be unenforceable in any respect, then such provision will be severed and the remaining provisions of this Agreement will remain in full force and effect.