BY REGISTERING FOR OR USING THE SERVICE(S), YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE SERVICE TERMS AND REQUIREMENT POLICIES THAT APPLY IN THE COUNTRY FOR WHICH YOU REGISTER (“YOUR ELECTED COUNTRY”) FOR.
As used in this Agreement, “we,” “us,” and “Yep4Life” means the Yep4Life Contracting Party or any of its Members, and “you” means the applicant (if registering as an individual), or the business employing the applicant (if registering as a business).
Subject to the terms and conditions of this Agreement, Yep4Life hereby grants to You a non-exclusive, revocable, right and license, without right to sublicense, to use Yep4Life’s proprietary online platform, including without limitation the website made available at www.Yep4Life.com, and any servers, computers or networks used to provide such website (the “Yep4Life Services”) for the following limited purposes, if and as applicable, INCLUDING ANY CHANGES TO THIS AGREEMENT OR ADDITIONAL POLICIES INCORPORATED BY REFERENCE WHICH YEP4LIFE MAY MAKE IN ITS SOLE DISCRETION IN THE FUTURE. In the event You transfer Your account or ownership of any product, any Members or assignees are bound by the terms of this Agreement.
In addition to any other rights or remedies afforded Yep4Life under or otherwise in connection with this Contract, You agree and acknowledge that You have read and agree to comply with the following policies which are hereby incorporated by reference into, and made a part of, this Agreement:
Supplier and Product Requirements Policy
You expressly agree and acknowledge that the terms and conditions contained in this Supplier and Product
Requirements Policy are incorporated within the Yep4Life Client Contract, and You expressly acknowledge that You have read this Supplier and Product Requirements Policy and agree to comply with and be bound by all of its terms and conditions as a requirement of creating and maintaining an account with Yep4Life. If at anytime You do not agree with any part of this Supplier and Product Requirements Policy, You agree that Your sole remedy is to cease any further use of the Yep4Life Services and terminate Your account, in which case You agree that any activity that transpired prior to the date of such termination shall be governed in full by this Supplier and Product Requirements Policy.
Yep4Life requires Suppliers to abide by the following criteria in order to sell Products through the Yep4Life Services. Your use of the Yep4Life Services indicates Your agreement that:
- You will provide and be responsible and liable for: (1) a “Description Page” which accurately and clearly describes such Product
- You will provide valid, working email addresses to which Yep4Life can send inquiries and receive a reply by end of the following business day.
- You will provide appropriate sales support for all Products that You register for sale via the Yep4Life Services in English and all of the other languages in which the Products are offered in. Your support must be consistent with best industry practices and standards.
- All Products, including any statements, claims, comments or messages sent via the Supplier Forum section of the web site, must be fully compliant with Your country’s laws and with U.S. federal and state laws, including U.S. Federal Trade Commission regulations, policies and guidelines governing advertising, disclosure and consumer protection. You should review materials available at www.ftc.gov and familiarize Yourself with applicable regulations.
- If you use the Supplier Forum section of the Yep4Life web site, you agree that you will not suggest in any way, whether express or implied, that your Product(s) are endorsed, approved or sponsored by Yep4Life. Further, if you offer any promotions or incentives to Members you must affirmatively state that they are offered only by you and not offered or guaranteed by Yep4Life. You also agree that you have reviewed, understand and agree to all the requirements of the Supplier Forum as listed here:
Yep4Life provides the Supplier Forum as a free service to our valued Suppliers and Members. The contents of all material made available via the Supplier Platform are provided solely by the individual Supplier and not by Yep4Life. The Supplier Forum is intended to help Suppliers provide Members information about their products. While Yep4Life requires Suppliers using the Supplier Forum to present only accurate and reliable information, Yep4Life does not independently review or verify information submitted by Suppliers for accuracy, completeness, efficacy, or timeliness. Yep4Life does not guarantee, or assume any responsibility or liability for, the accuracy, completeness, efficacy, or timeliness of any such information.
- Product Information: You will provide in the format we require accurate and complete Required Product Information for each product that you make available to be listed for sale through the Yep4Life Site and promptly update such information as necessary to ensure it at all times remains accurate and complete.
- All Product Offerings: Will be packaged into one of two price points (i) $80-$130 (ii) $160-$220. Unless you have written approval from Yep4Life.
- The offering price will be lower than any advertised price available online or offline including promotional or special discounts. (Product Supplier Lowest Price Guarantee)
- You understand that Yep4Life may require that You include additional guidelines and disclaimers for certain Product categories, and You agree to accept those guidelines and add those disclaimers, if Your Products fall within those categories in order to have the Products sold through Yep4Life. For the avoidance of doubt, You acknowledge that You expressly agree to comply with this requirement as a condition of registration pursuant to the Yep4Life Client Contract.
- Yep4Life prohibits the following types of products or items that include: (a) alcoholic beverages; (b) cigars, cigarettes, or other tobacco products; (c) guns intended to provide lethal force (and related gun parts, kits and ammunition), mace, black powder and other explosives; (d) any drug, vitamin, herbal product or similar substance that must be sold by a licensed pharmacist or that requires a doctor’s or other health care provider’s prescription as a prerequisite for purchase; (e) any product that contains ingredients regulated under applicable Law.
Problems with Your Products
Delivery Errors and Nonconformities; Recalls
You are responsible for: any non-delivery, misdelivery, theft or other mistake or act in connection with the fulfillment and delivery of Your Products, except to the extent caused by: (a) credit card fraud for which we are responsible see Credit Card Fraud; or (b) our failure to make available to you Order Information as it was received by us or resulting from address verification. You are also responsible for any non-conformity or defect in, or any public or private recall of, any of Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls of Your Products.
Yep4Life’s Return Policy
Our return policy from our members on all products offered by Product Suppliers is as follows:
Yep4Life will, at its discretion, allow for the return or replacement of any product within 30 days from the date of purchase. Yep4Life Return Policy will supersede any guarantee or policy that a Product Supplier may offer outside of the YEP4Life Service.
Defining Returns and Cancellations
When a member reaches us by phone or email, our first response is to assist in getting technical support or customer service for the member for the product that they purchased. However, in some cases a product may be unsatisfactory to the member for reasons completely beyond our control, in which case a return may be processed.
If a member requests a return, the money for the requested transaction is refunded back to the member, in part or whole. When a sale is returned, the member normally receives a 100% refund. Payouts from that sale are debited back out of the corresponding Supplier account.
Details of Yep4Life’s Return Policy
Members requesting a return after 30 days will be directed to the Supplier for technical support or customer service. Suppliers may request a return, on behalf of members, of any purchase up to 30 days after the date of the Yep4Life member’s purchase.
Credit Card Fraud
We will bear the risk of credit card fraud (i.e. fraudulent purchase arising from the theft and unauthorized use of a third party’s credit card information) occurring in connection with Your Transactions. We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of Your Transactions. You will stop and/or cancel orders of Your Products if we ask you to do so (provided that if you have transferred Your Products to the applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper).
Reasons Why a Sale May Be Refunded
Yep4Life has every incentive to keep members happy by providing quality products and services. To ensure member satisfaction, Yep4Life reserves the right to reverse a sale, including but not limited to the following:
- If the member provides a valid reason for requesting a return within 30 days of purchase;
- If the Supplier of the product requests a return on the member’s behalf within 30 days of purchase if our business support team confirms there is a valid reason for the return;
- If the member provides a valid report that the charge was fraudulent or unauthorized;
- In order to comply with credit card industry rules, ACH industry rules, PayPal terms of service, U.S. law, and requests from verified US judiciary or law enforcement agents; or
- For any other reason Yep4Life deems appropriate.
Abuse of the Return Policy
Members requesting serial or repeated returns will be blocked from making further purchases for any Product Suppliers.
Note to Yep4Life Product Suppliers
This Return Policy is part of, and incorporated within, the Yep4Life Client Contract. As a condition of registering with Yep4Life as a Product Supplier and using the Yep4Life Services, you expressly acknowledge that you have read and understood this Return Policy and you agree to be bound by the terms and conditions contained within. If at any time you disagree with this Return Policy or any part of it, your sole remedy is to cease all use of the Yep4Life Services and terminate your account. Please note, however, that any transactions which occurred prior to the date of such termination shall be governed and controlled in full by the terms of this Return Policy.
Yep4Life Accounting Policy:
You expressly agree and acknowledge that the terms and conditions contained in this Accounting Policy are incorporated within the Yep4Life Client Contract and you expressly acknowledge that you have read this Accounting Policy and agree to comply with and be bound by all of its terms and conditions as a requirement of creating and maintaining an account with Yep4Life. If at any time you do not agree with any part of this Accounting Policy, you agree that your sole remedy is to cease any further use of the Yep4Life Services and terminate your account, in which case You agree that any activity that transpired prior to the date of such termination shall be governed in full by this Accounting Policy.
For information about specific terms of the Yep4Life Accounting Policy refer to the appropriate section below:
All references to amounts and use of the “$” sign refer to amounts in U.S. dollars.
Payment Frequency and Pay Period End Time
All accounts receive payments once a week. The Pay Period is from Tuesday at 12:00:00 a.m. (CST) through the following Monday 11:59:59 p.m (CST) and payment send dates are Tuesday the following week.
Payments are always sent on the Tuesday following the period-end. Paper U.S. checks over $5,000 are sent at our expense by U.S. Priority Mail wherever possible. Paper U.S. checks over $10,000 are sent overnight via FedEx wherever available.
Direct Deposit (United States)
Yep4Life offers direct deposit of your Yep4Life account payment to U.S. bank accounts at no extra charge. For security reasons, an account must first receive two paper paychecks before it is eligible to enroll in direct deposit. Direct deposits may take 1-2 business days to reach your account, although many direct deposits are received on the same day that we send them.
Direct Deposit (International)
Yep4Life offers International Direct Deposit (XACH) for direct deposit of your Yep4Life account payments into certain international bank accounts, at no extra charge. XACH offers a fast and reliable method for direct deposit of your account payments in your local currency.
For security reasons, an account must have first received two paper paychecks before it is eligible to enroll in XACH. XACH deposits are available to bank accounts in the following countries:
- Canada (note XACH is also available in U.S. dollars to Canadian bank accounts only)
- Hong Kong
- United Kingdom
Once sent, XACH payments generally take only a few days to reach your account, depending on what country your account is in.
Wire Payment (International)
For those Product Suppliers that reside in a country in which we do not currently offer International Direct Deposit(XACH), Yep4Life does offer direct wire payment to your bank account for Yep4Life accounts with sufficient volume. The additional cost for a wire payment is $35 per wire sent. Wire payments are available in USD only. To inquire about the availability of wire payment for your specific Yep4Life account, please contact your account manager.
Payment Change Deadlines
All changes to payment details, including address or payee changes, and changes between payment methods, must be made before the applicable deadline for each pay period. Specifically, changes must be complete before settlement is run, which occurs at 9 a.m. (U.S. Central Time Zone) Tuesday, the week following that pay period.
Product Supplier Lowest Price Guarantee
The listing price within the Yep4Life Services for your product(s) must be lower than a member can find it advertised online or offline for an equal or less offering.
Yep4Life will process all orders. We will also collect all Sales Proceeds for each of these transactions and will have exclusive rights to do so, and will remit them to you in accordance with the Accounting Policy set forth in this agreement. We will provide Order Information to you for each sale of Your Products through the Yep4Life Site.
Once you receive an invoice the order must be shipped within 3 business days, if it is a service that you provide you must contact purchaser within 2 business day and if your product is a gift card or certificate it must be delivered in 1 business day. You are responsible for all expenses in the fulfillment of the order.
Product Suppliers are compensated 60% of the offer price on all product(s) that are sold that require shipping and 50% of the offer price for product(s) that require no shipping.
Network Management Fee
Product Suppliers have a $99 monthly management fee that is due on the 15th of every month as long as you’re an active Product Supplier. This is a month to month agreement and can be cancelled anytime during a month.
All transactions are applied to your account in U.S. Dollars. For products priced in U.S. Dollars (most products), the amount applied to your account will always be based on the U.S. Dollar price – the currency the member chooses to purchase in does not affect the U.S. Dollar amount applied to your account. For products priced in a currency other than U.S. Dollars, transactions are converted to U.S. Dollars and applied to your account using an exchange rate acquired by Yep4Life in conjunction with our foreign currency partners at the time of the purchase. This exchange rate is updated once per day. Returns and revokes utilize the same exchange rate that was associated with the original purchase. Yep4Life’s determination of exchange rates is final.
As part of our commitment to quality member service and satisfaction, Yep4Life may approve a return in accordance with our Return Policy. When a sale is returned the member receives a 100% refund and payouts from that sale are debited back out of the corresponding Supplier accounts. . Product returns are evidence of member dissatisfaction with product quality or lack of support and Yep4Life wants to encourage Suppliers to identify and fix any problems to minimize the number of returned sales.
If we inform you that we have received a claim for a chargeback or other dispute, concerning one of Your Transactions, you will deliver to us within seven (7) days after request by us: (a) proof of delivery of Your Product(s) (as applicable); (b) the applicable Yep4Life order identification number; and (c) a description of Your Product(s) (as applicable). If you fail to comply with the prior sentence, or if the claim, chargeback, or dispute is not caused by: (i) credit card fraud for which we are responsible for; or (ii) our failure to make your Order Information available as the same was received by us or resulting from address verification, then you will promptly reimburse us the chargeback fee of:
You may close your account at any time. To close your account, please contact your account manager.
Postal Delays & Reissued Checks
No national postal service is 100% reliable. If your check is significantly delayed you may request that we send you a new check. To issue a new check we have to pay a service fee to the bank network to recall (void) the first check. A US$20 cancellation charge applies and is deducted from the amount of the newly reissued check. New checks will only be issued on days when regular checks are sent. Yep4Life must receive the reissue request by the pay period end date in order for the reissue check to be processed at the same time as the payment for that pay period. There are no exceptions to these deadlines. To request that a check be reissued, please contact your account manager.
Yep4Life checks are VOID after 90 days from the date of issue. Please present your checks to your financial institution promptly. If you present a check after the 90 days your bank may refuse the check. We can issue a new check only if the stale check is in our possession. Please write “VOID” across the check and send it to the following address:
Attn: Paycheck Department
3267 E 3300 S
Salt Lake City, UT 84109
After we receive the stale check, funds will be re-credited to your Yep4Life account and sent on your next payment date via your Yep4Life account’s selected payment preferences. It is very important that you login to your Yep4Life account and make sure all information is correct if needed contact your account manager to make all necessary changes to your payee name and address.
In some countries mail theft is not uncommon. If a check is fraudulently endorsed (deposited by someone other than you) you will need to open a fraud case with our bank. If the bank determines that fraud did occur they will reimburse us the funds. We will then issue a replacement check to you. Yep4Life cannot reissue a check prior to the funds being returned to us or prior to the completion of the investigation by the bank. To receive information on how to open a fraud case with our bank please contact your account manager.
Returned Direct Deposits
Payments that are sent via direct deposit that are returned to us due to invalid banking information are re-sent to you via paper check. Additionally, your account payment method will be switched to paper check until you provide accurate banking information. You may contact account manager to inquire about the details of your returned direct deposits.
This document is not a warranty. For more details please consult the Yep4Life Client Contract, which governs this Accounting Policy and of which this Accounting Policy is a fully incorporated part.
YEP4LIFE PROGRAM GUIDELINES
These Program Guidelines (“Guidelines”) supplement the Product Suppliers Contract (“Suppliers Contract”) you are entering into with Yep4Life. BY CHECKING THE BOX STATING THAT YOU HAVE READ AND AGREE TO THE TERMS AND CONDITIONS OF THE SUPPLIERS CONTRACT AS PART OF YOUR REGISTRATION WITH YEP4LIFE, YOU AGREE AND CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THESE GUIDELINES.
These Guidelines contain the terms and conditions that apply to your participation in the program EasyProfitNetwork via the Yep4Life Services. Capitalized terms used but not defined in these Guidelines shall have the same meanings ascribed to them in the Client Contract.
Terms and Conditions
SELLING PRODUCTS. If You register any Products for sale via the Yep4Life Services, You agree, acknowledge, represent and warrant that:
- All Products You register for sale via the Yep4Life Services, and the offering and sale thereof via the Yep4Life Services, comply with all of Your country’s laws and all applicable U.S. federal and state laws and regulations.
- The Product does not involve the downloading of software on a Purchaser’s computer unless a purchase is completed or You provide the Purchaser a clear and conspicuous disclosure describing all of the software being downloaded, its functionality and obtain express consent prior to any such downloads.
- Without further conditions or limitations, You authorize Yep4Life to list any Product You register for sale via the Yep4Life Services in the online, searchable marketplace of Products made available via the Yep4Life Services (the “EasyProfitNetwork“); and make it available for sale to Members and/or for Members to Promote at the price designated by You(“Retail Price“).
- Yep4Life may delist any Product from the Yep4Life EasyProfitNetwork and/or the Yep4Life Services at any time, in its sole discretion, without cause or notice to You or any penalty or liability for doing so.
- You will provide valid email addresses to which Yep4Life can send inquiries and receive a reply by end of the following business day.
- You will advise Yep4Life of any regulatory or legal complaints, or threats of such complaints, that You receive in connection with or relation to such Product You receive from any person, company or entity who purchased such Product or received a Promotion in connection with such Product within two business days of Your receipt of such complaint. You shall assist Yep4Life, at Your sole cost and expense, in taking any steps and actions, as necessary and appropriate, or as reasonably requested by Yep4Life to respond to and/or resolve such complaints.
- For all transactions, Yep4Life will collect and remit state or local transfer taxes (including but not limited to sales or use tax) where it is legally required to do so. Where Yep4Life does not collect and remit state or local transfer taxes on a transaction, it is possible that You will have the legal obligation to pay such taxes. Under the laws of a state, such obligation may arise as a result of: (1) Your existing or past physical contacts with that state; and (2) Your provision of a “drop ship” delivery of the physical product to a buyer located in that state. You may wish to consult a tax professional to determine if You will have this type of obligation in any particular state. You agree that if such an obligation arises with respect to any particular state, You will be solely responsible for the timely payment of such tax. You further agree that if such an obligation arises, and You do not timely pay such tax, You will be solely responsible for any resulting tax, interest and penalties.
- If You use the Supplier Forum platform or the Yep4Life Services to communicate with Members about Your products, You agree that all statements, opinions, announcements or messages communicated by You via the Supplier Forum or Yep4Life Services constitute Promotions under this Agreement and are subject to all of the applicable terms, conditions, restrictions and obligations thereto. Additionally, and without limiting any other restriction contained herein, You will not use the Supplier Forum or Yep4Life Services to: (i) make any false or deceptive statement or claim regarding Your Product or sales of Your Product; (ii) offer any Promotions or incentives to members to market, buy or sell products or services that you do not have listed with the EasyProfitNetwork ; (iii) offer any Promotions or incentives to members unless approved in writing by Yep4Life or (iv) suggest in any way, whether express or implied, that Your Product(s) are endorsed, approved or sponsored by Yep4Life in any way. Yep4Life reserves the right to suspend Your ability to use the Supplier Forum or Yep4Life Services at any time.
SUSPENSION; TERMINATION. You agree and acknowledge that:
- Yep4Life, in its sole discretion, may suspend Your account or hold any or all funds in Your Yep4Life account if Yep4Life suspects or has reason to believe and/or if a Person otherwise claims that You have been involved with any of the following:
- Illegal activity, including but not limited to, consumer fraud, bank fraud, credit card fraud, spamming or other illicit commercial activities or any other activity which violates any federal, state, local or foreign constitution, treaty, law, statute, ordinance, rule, code, regulation, interpretation, directive, policy, order, writ, decree, injunction, judgment, opinion, ruling, decision, permit, license, registration and other operating authorizations, or any other requirement of, any federal, state, local or foreign government, legislature, governmental or administrative agency or commission, any self-regulatory association or authority, any court or other tribunal of competent jurisdiction, or any other municipality, governmental authority or instrumentality or quasi-governmental entity or authority, whether currently in effect or hereafter enacted or amended (“Law“);
- Violation or infringement of any Person’s rights, including without limitation, any IP Rights;
- Misrepresenting, over-promising, making false, deceptive or misleading statements or any other acts in violation of federal or state law affecting consumer protection, promotions and commercial activities;
- A breach of any term of this Agreement, including, without limitation, any representation, warranty or covenant made by You in this Agreement; and
- Otherwise violating Yep4Life rules or policies or interfering with Yep4Life’s business, including Yep4Life’s Supplier and Products Requirements Policy.
- Following the suspension of an account or holding of funds per this Section 3, Yep4Life will review Your account. You acknowledge that this review will be conducted in a manner decided by Yep4Life at its sole discretion. You agree to cooperate with this review. If the review concludes that there is a reasonable basis to believe misconduct has occurred, You agree that Yep4Life may seize and/or retain funds in Your Yep4Life account as liquidated damages and/or for the benefit of third parties affected by the misconduct. You acknowledge and agree that the such liquidated damages: (a) are not a penalty, and (b) are reasonable and not disproportionate to such presumed damages to Yep4Life.
- You understand that Yep4Life may also temporarily hold any portion of the funds in Your Yep4Life account if Yep4Life, in its sole discretion, determines such action is needed to secure payment for, performance of, and/or assurances regarding any liabilities, obligations, or indebtedness You may incur with Yep4Life or any other Person.
- You agree and understand that Yep4Life’s right to take any of the actions set forth in this Section 3 does not constitute a right or obligation to take them for the benefit of any third parties, including You.
- You agree and acknowledge that Yep4Life may also pursue other remedies as allowed by Law.
- In addition to the foregoing, and in addition to all other rights and remedies available to Yep4Life at Law or in equity and notwithstanding anything in the Agreement to the contrary, in the event You breach any term of this Agreement, upon notice to You (which may be sent by email), Yep4Life will have the right to immediately terminate this Agreement and Your rights to access, use and/or otherwise participate in the Yep4Life Services. Upon such termination, You agree to immediately cease all use of the Yep4Life Services. Without limiting the foregoing, Yep4Life shall have the right to immediately terminate Your access and use of the Yep4Life Services, or any portion thereof, in the event of any conduct which Yep4Life, in its sole discretion, considers to be unacceptable. The provisions of this Section, in addition to any provisions, which by their nature, are intended to survive, shall survive the termination of this Agreement.
YEP4LIFE’S IP RIGHTS.
You shall not use Yep4Life’s name, trademarks, service marks or any other IP Right of Yep4Life in any manner whatsoever to suggest association or affiliation with or endorsement by Yep4Life without the express prior written consent of Yep4Life, which Yep4Life may withhold at its sole discretion. Promotional use of images or reproductions of Payment checks issued by Yep4Life without the express, written consent of Yep4Life is prohibited. For the avoidance of doubt, the foregoing prohibition applies to any use of the Supplier Forum.
- You may not use or display Yep4Life’s name in any manner (i) that implies sponsorship or endorsement by Yep4Life; (ii) to disparage Yep4Life or the Yep4Life Services or (iii) other than as specifically authorized under this Agreement.
CONFIDENTIALITY & NON-DISCLOSURE OBLIGATIONS.
- In connection with this Agreement, Yep4Life may disclose to You and/or You may otherwise receive or have access to sensitive, confidential, and/or proprietary information of Yep4Life (collectively, “Confidential Information“), including, but not limited to (a) the identities of other Suppliers or Members of Yep4Life (collectively, “Yep4Life Product Suppliers“); (b) physical and data security information; (c) technical data; (d) Yep4Life EasyProfitNetwork statistics and sales data; and/or (e) know-how or business information relating to business processes, methods, or marketing strategies. Except as required to perform Your obligations under and in accordance with the terms of this Agreement, You shall not (i) disclose the Confidential Information to any Person, or (ii) use the Confidential Information (whether for Your own benefit or the benefit of any other Person), without the express prior written consent of Yep4Life. You shall not use any Confidential Information for the purpose of soliciting, or to permit any others to solicit, Yep4Life Product Suppliers to subscribe to any other services or promote the sale of any product which competes, either directly or indirectly, with Yep4Life or the Yep4Life Services, including without limitation the functionality offered by the Yep4Life EasyProfitNetwork. You agree and acknowledge that Yep4Life may be required to provide to governmental agencies or other third parties information in its possession regarding You or the business You conduct with Yep4Life.
EXPORT CONTROL. You acknowledge and agree to comply with all applicable export Laws, including the U.S. Export Administration Act, the Arms Export Control Act, the International Economic Emergency Powers Act, and the Foreign Corrupt Practices Act; and regulations issued pursuant to these and other U.S. Laws. You hereby represent and warrant that any Product promoted, offered and/or provided by You via the Yep4Life Services is approved for export from the United States without additional authorization or licensing from the U.S. government. Should the export authorization status of Your Products change, You agree to immediately notify Yep4Life in writing. For Your convenience, information on U.S. export control regulations can be found at the web pages for the Commerce Department (http://www.bis.doc.gov), the State Department (http://www.pmddtc.state.gov) and the U.S. Treasury Department ( http://www.treas.gov/offices/enforcement/ofac/index.shtml).
REQUIRED PERMITS. You assume sole responsibility for obtaining and maintaining all relevant and necessary licenses and permits associated with the legal operation of Your business.
REPRESENTATIONS. You represent and warrant to us that: (a) if you are a business, you are duly organized, validly existing and in good standing under the Laws of the country in which your business is registered and that you are registering for the Service within such country; (b) you have all requisite right, power and authority to enter into this Agreement and perform your obligations and grant the rights, licenses and authorizations you grant hereunder; and (c) you and all of your subcontractors, agents and suppliers will comply with all applicable Laws in your performance of your obligations and exercise of your rights under this Agreement. (c) (i) frame, copy or mirror any content forming part of the Yep4Life Services; (ii) reverse engineer of the Yep4Life Services or otherwise attempt to derive its source materials; (iii) access the Yep4Life Services for the purpose of (A) building a competitive product or service, or (B) copy any features, functions or graphics of the Yep4Life Services; (iv) interfere with or disrupt the Yep4Life Services or any data contained therein; (v) attempt to gain unauthorized access to the Yep4Life Services, its related systems or networks; or (vi) use the Yep4Life Services for any unlawful purpose or in violation of the rights of any Person.
INDEMNIFICATION. To the fullest extent permitted by Law, You agree that
- Except in connection with claims related to your violation of any applicable federal and state laws and regulations regarding the use of electronic messages, including without limitation the CAN-SPAM Act, in the event that a Party makes any demands or complaints, or commences any action or files any claim whatsoever (“Claim“) in connection with Your use of the Yep4Life Services, Product, Promotion or use of the Supplier Forum, You shall defend, indemnify and hold harmless Yep4Life, its related parties and Members, and its officers, directors, employees, representatives, agents, licensors, attorneys, heirs, successors, and assignees (the “Yep4Life Parties“), from and against any and all damages, liabilities, claims or costs (including, without limitation, the costs of investigation and defense and reasonable attorneys’ fees and litigation and court costs) (“Losses“) incurred by any Yep4Life Party as a result of such Claim, regardless of whether such Losses are direct, incidental, consequential, punitive or statutory.
- Upon receiving notice of any Claim for which Yep4Life is entitled to indemnification by You, Yep4Life shall provide You with written notification and opportunity to assume sole control over the defense or settlement of the Claim and reasonable assistance to settle and/or defend the Claim at Your sole expense; provided, however, that (i) any settlement which would impose an unindemnified monetary obligation on and/or admission or finding of liability or wrongdoing by Yep4Life will require Yep4Life’s prior express written consent; and (ii) failure to provide timely notice, control, or assistance shall not relieve You of Your obligations; and (iii) Yep4Life may have its own counsel present at and participating in all proceedings or negotiations relating to a Claim, at Yep4Life’s own expense, unless You fail or refuse to secure legal counsel to defend any Claim in a timely manner, in which case You shall pay all expenses related to Yep4Life’s use of such counsel.
- In the event that Yep4Life incurs costs, attorneys’ fees or other expenses responding to any complaint other than a Claim, in connection with or relation to Your Products or Promotions, including complaints under the DMCA, Yep4Life reserves the right, in its sole discretion, to recover such costs and expenses by deducting a reasonable, commensurate amount from any monies owed to You by Yep4Life up to a maximum of $5000 per event. In the event that Yep4Life incurs any Losses relating to your violation of Yep4Life’s email policy, as described in Section 4 hereto, Yep4Life reserves the right, in its sole discretion, to first recover such Losses by deducting a reasonable, commensurate amount from any monies owed to You by Yep4Life up to a maximum of $10,000 per event. You understand and agree that the $5,000 and $10,000 amounts listed above are not Yep4Life’s sole and exclusive remedy and that Yep4Life retains all rights to indemnification described herein. You authorize Yep4Life to make, and release Yep4Life from any liability in connection with, any such deductions.
LIMITATION OF LIABILITY. WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY) OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF YEP4LIFE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR MONTH PERIOD PAID BY YOU TO YEP4LIFE IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.
GENERAL TERMS AND CONDITIONS.
- Governing Law; Dispute Resolution. You agree that Utah law will govern this Agreement, other than such laws, rules, regulations and case law that would result in the application of the laws of a jurisdiction other than the State of Utah, and that any action, suit, proceeding, or claim arising out of or related to this Agreement must be brought exclusively in federal or state courts located in Salt Lake City, Utah. You hereby submit to the in personam jurisdiction and venue of such courts and waive any objection based on inconvenient forum. YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING UNDER OR IN RELATION TO THIS AGREEMENT.
- English is Governing Language. This Agreement is in English and all disputes between the parties shall be resolved in English. You understand and acknowledge that any foreign language services provided by Yep4Life are for informational purposes only and it is Your obligation to obtain independent legal advice at Your own expense to ensure You understand the terms of this Agreement.
- Assignment. Yep4Life may freely assign or transfer any or all of the rights and obligations described under this Agreement without Your consent and without notice to You. You may not assign this Agreement or any of Your rights and duties hereunder without the prior written consent of Yep4Life. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
- License. You grant us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable 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 of Your Materials, and to sublicense the foregoing rights to our Members and operators of Yep4Life Associated Properties; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Trademarks (provided you are unable to do so using standard functionality made available to you via the Yep4Life Site or Service); provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a license from you or your Members under applicable law (e.g., fair use under United States copyright law, referential use under trademark law, or valid license from a third party).
- If Your Elected Country is the United States, conditioned upon your compliance with the Trademark Usage Guidelines, Yep4Life grants you a non-exclusive, non-transferable, non-assignable, revocable right and license during the term of this Agreement to use the Yep4Life Marks solely in connection with your use of the Service for which the Yep4Life Marks were provided to you. You must use the Yep4Life Marks solely in the manner in which they were provided to you, meaning you may not change, alter, amend, vary, or modify the Yep4Life Marks in any way, at any time. You may not use any Yep4Life Mark except as expressly provided herein, and may not sublicense these rights or otherwise permit any party to use the Yep4Life Marks. You acknowledge that Yep4Life and its Members are the sole owners of the Yep4Life Marks, and you agree to do nothing inconsistent with that ownership. All goodwill arising out of your use of the Yep4Life Marks will inure to the sole benefit of Yep4Life and its Members. Yep4Life may revoke your license to any or all of the Yep4Life Marks at any time in its sole discretion. Upon the termination this Agreement, or termination or suspension of the Services for which any Yep4Life Mark was provided to you, you shall immediately cease and discontinue all further use of the Yep4Life Mark.
- Severability. If any provision of this Agreement is declared or determined by any court to be unenforceable or invalid: (i) the validity of the remaining parts, terms or provisions shall not be affected by that determination; (ii) the unenforceable or invalid part, term or provision shall not be deemed to be part of this Agreement; and (iii) such court may substitute a provision that is legal and enforceable and is as nearly as possible consistent with the intentions underlying the original provision. If the remainder of this Agreement is not materially affected by such declaration or finding and is capable of substantial performance, then the remainder shall be enforced to the extent permitted by applicable law.
- Publicity. You shall not issue or make any publicity release (including press releases and advertising or solicitation materials) or other public statement: (i) relating to this Agreement; (ii) using Yep4Life’s name or referencing the Yep4Life Services; or (iii) suggesting or implying any endorsement by Yep4Life of You and/or any Products without the prior written approval of Yep4Life, which Yep4Life may withhold at its sole discretion.
- Password Security. Any password we provide to you may be used only during the Term to access Yep4Life (or other tools we provide) to use the Service, electronically accept Your Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.
- Entire Agreement; Amendment. This Agreement constitutes the complete and exclusive agreement between the parties relating to the subject matter hereof. It supersedes all prior proposals, understandings and all other agreements, oral and written, between the parties relating to this subject matter. Yep4Life reserves the right to amend this Agreement at any time. When Yep4Life amends this Agreement, Yep4Life shall make reasonable efforts to provide You with general, not specific, notice of such changes by posting a conspicuous announcement at www.Yep4Life.com/innercircle/easy-profit-network; that (i) such changes or amendments have occurred; and (ii) identifying which particular provisions have changed. Such announcement shall be maintained for no less than 30 days following the effective date of such amendment. Your continued use of the Yep4Life Services, following the posting of such amendment will signify and be deemed Your assent to and acceptance of the revised Agreement. You agree that You have the burden to periodically review www.Yep4Life.com/innercircle/easy-profit-network to inform Yourself of any such changes.
- Waiver. The waiver or failure by Yep4Life to exercise any right provided for herein will not be deemed a waiver of any further right hereunder. The rights and remedies of Yep4Life set forth in this Agreement are cumulative and are in addition to any rights or remedies Yep4Life may otherwise have at law or equity, except with respect to any sole and exclusive remedies expressly provided for herein.
- Equitable Actions. You acknowledge and agree that any breach or threatened breach of this Agreement may cause immediate and irreparable harm to Yep4Life which would not be adequately and fully compensated by money damages and that Yep4Life may seek injunctive relief, specific performance, and/or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond or other security. Notwithstanding any other provision of this Agreement, any such relief may be sought in the state or federal courts of the State of Utah or any other court of competent jurisdiction anywhere in the world (at Yep4Life’s sole discretion), and, You hereby consent to the jurisdiction of any such court and waive any objection to venue laid therein. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages.
- Force Majeure. Yep4Life will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.
- Notices. Except as otherwise expressly provided herein, any notice, request, approval, authorization, consent, demand or other communication required or permitted to be given or made pursuant to this Agreement shall be in writing and shall be deemed given on the earliest of: (i) actual receipt, irrespective of the method of delivery; (ii) the time of transmission from Yep4Life if sent via email, as date stamped by Yep4Life’s systems; (iii) on the delivery day following dispatch if sent by express mail (or similar next day air courier service); or (iv) on the sixth (6th) day after mailing by registered or certified United States mail, return receipt requested, postage prepaid and addressed to the last address provided by a party.
- Headings/Interpretation. The table of contents and the descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.
DISCLAIMER. YOU ASSUME ALL RISK AND RESPONSIBILITY FOR YOUR DECISION TO USE THE YEP4LIFE SERVICES. THE YEP4LIFE SERVICES AND ALL RELATED SERVICES ARE OFFERED “AS IS” AND YEP4LIFE DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.