Yolto Credits Account Terms of Service

This Yolto Credits Account Issuer Agreement (the "Agreement") is an agreement between On-line Card Technologies, Inc. ("we", "us" or "Yolto") and Spender - you and any entity that employs you, or for whom you are an agent, on whose behalf you are accepting these terms ("you", "Spender"). This Agreement specifies the terms and conditions that apply to your access and use of the Yolto card digital ID and payment service (collectively, the "Service") available through the Yolto web site at Yolto.com (the "Site"), any affiliated sites labeled "powered by Yolto," and participating merchant sites of Yolto game-commerce network. Please read this Agreement carefully as it contains important legal terms and conditions, including information regarding our authority to maintain accounts on your behalf, our mutual agreement to exclusively arbitrate disputes, and how we may make changes to this agreement.
BY CLICKING ON THE "I ACCEPT" BUTTON BELOW OR REGISTERING FOR AND USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS AND ALL REFERENCED POLICIES. IF YOU DO NOT AGREE TO THESE TERMS OR ANY SUBSEQUENT MODIFICATION, CLICK THE "I DO NOT ACCEPT" BUTTON OR OTHERWISE DO NOT REGISTER FOR OR USE THE SERVICE. YOLTO RESERVES THE RIGHT TO REJECT YOUR OFFER TO REGISTER FOR OR USE THE SERVICE IN ITS SOLE DISCRETION.

1. Scope of Service
1.1 General. Subject to the terms of this Agreement, our Service enables individuals or entities who maintain a card account (an "Account") with us to purchase goods or services from participating web sites (a "Transaction"). Individuals or entities that maintain Accounts with us to make purchases are called "Spenders." This Service is provided to you, a Spender, for your individual use only so you may not lease, rent, sublicense, transfer, resell, or otherwise grants rights to any third party concerning the Service, including the processing of payments for any person under your Account. We, in our sole discretion, retain the right to refuse to issue an account to any prospective user.
1.2 Policies. Additional terms and conditions apply and govern your use of the Service (the "Policies"), including our Privacy Policy. All Policies are dated and posted on our Site so you should review them frequently and carefully. The Policies are incorporated by reference into this Agreement and you agree to their terms.
1.3 Changes
1.3.1 Service Changes. We have sole discretion as to the operation, availability and scope of the Service. We reserve the right to modify, expand, update, discontinue or otherwise change the Service (or component thereof) without prior notice to you. Unless explicitly stated otherwise, any new features or modification of the current Service, including making available any new services, shall be subject to this Agreement, and upon becoming available, the new services shall become part of the Service as defined herein. You agree that we shall not be liable to you or to any third party in any way for any modification, suspension or discontinuance of any of the Service.
1.3.2 Agreement Changes. We reserve the right to modify, expand, update, discontinue or otherwise change the Service (or component thereof), the Policies, or the terms of this Agreement. We will notify you of any material changes to this Agreement, or any Policy by posting the revised terms to our Site. We also may send a notice of changes to your e-mail address provided by you at registration. You should refer to the Site frequently and check the date of the Agreement and Policies to ensure that you have reviewed and are familiar with the most recent version. Unless we state otherwise, the change, addition or deletion will apply to your future and existing Account(s). You are deemed to accept the changes, additions or deletions if (a) you do not notify us to the contrary in writing within fifteen (15) days (or such other time as specified in our notice) of the date we post the changes on our Site or notify you by email such changes, or (b) you use the Services or your Account after such notice period. If you do not agree to any change, your sole remedy is to immediately terminate this Agreement and close your Account(s) pursuant to Section 4.
1.4 Service Requirements.
1.4.1 Eligibility. To subscribe, you must provide complete and accurate registration information. You must update this information promptly upon any change. You are solely responsible for any changes made to your card Account. We reserve the right to refuse to provide you with the Service, with or without notice, if you have supplied any information which is misleading, untrue, inaccurate or incomplete.
1.4.2 Risk Management. To manage our risk in providing the Service to you or to verify your identity as required by law, we may require you to provide additional registration information including social security number(s) and valid government-issued identification (if required), and when such additional information is requested and obtained, we reserve the right, and you authorize us, to order a credit report on you or any owner, officer, shareholder, partner, proprietor, managing agent, or your business. Upon the written request of any individual who is the subject of a consumer credit report, we will provide the name and address of the consumer credit reporting agency furnishing such report, if any. You agree that we may report any default of this Agreement by you on your respective credit bureau report.
1.4.3 Technical Requirements. You are responsible for providing your own equipment and software (including computer hardware and internet connectivity) to access and use the Service. Please refer to our Site for technical requirements and information. You are solely responsible for the adequacy and performance of all of your equipment and software. We are not responsible for troubleshooting, repairing, or configuring any of your equipment and software.
1.5 Reservation of Rights. You acknowledge and agree that the Service contains proprietary and confidential information and other intellectual property of Yolto or its licensors that are protected by application intellectual property laws and other laws. You further acknowledge and agree that information presented to you through or via the Service is protected by copyrights, trademarks, service marks, patents, and/or other proprietary rights and laws. You agree not to (a) access the Service by any means other than the unmodified interface that is provided by Yolto for use in accessing the Service, or (b) reproduce, duplicate, copy, sell, transfer, reverse engineer, transmit, resell, or exploit for any commercial purposes, any portion of the Service or the Site.
1.6 User Conduct
1.6.2 Acceptable Use Policy. You shall adhere to the terms of our Acceptable Use Policy which describes how users of our Service are expected to conduct themselves and outlines services, products, content or other activities that may not be sold or purchased using our Service. We reserve the right to monitor your Transactions and inspect any goods or services sold using the Service in order to investigate any alleged violation of this Agreement or any applicable policy and to take corrective action that we deem appropriate. For the benefit of the entire Yolto community, and to comply with applicable laws, you agree to only use the Service to engage in bona fide and legitimate transactions that are permitted by applicable law.
1.6.2 Third Party Content. You acknowledge that any and all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content"), whether publicly posted, downloadable or privately transmitted, and/or services provided by third parties that you obtain using the Service are the sole responsibility of the person or entity from whom such Content and/or services originated or was obtained. The availability of the Service for transactions with a particular content or service provider is not and should not be construed as an endorsement by Yolto of that content or service provider. Any dispute, disagreement or other issue that you have relating to content or services that you obtained using the Services is solely between you and the party from whom you obtained the content or services, and not with Yolto. We encourage you to use good judgment and exercise caution when making purchases of content or services online. You also understand that by using the Service, you may be exposed to Content that is unlawful, harmful, offensive, indecent or objectionable. Under no circumstances will Yolto be liable in any way for any Content or services provided by a third party, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services nor for services provided by a third party.

2. Using the Service
2.1 Role of the Parties. Upon our receipt of a request from you to debit your Account, authorized by your Personal Identifications Number (PIN) we will debit your Yolto card Account with us for the amount of the Transaction. The merchant, not Yolto, is the seller of the goods or services related to your Transaction. You acknowledge that Yolto is not a bank or financial institution and the Service is not a banking service but rather a payment processing service. We act on behalf of you solely for the purpose of processing Transactions initiated by you and remitting amounts associated with such Transactions to participating merchants. In the event that you have a dispute with an Earner for any reason, you release us (and our officers, directors, employees, agents, subsidiaries, and affiliates) from any and all claims, demands, actions, suits, damages, costs and expenses of any kind arising out of or related to such dispute.
2.2 Your Yolto card Account
2.2.1 Yolto as Your Agent. By registering for the Service, you appoint Yolto as your agent to provide the Service on your behalf in accordance with your instructions, subject to the terms of this Agreement. We will at all times hold the funds in your Account separate from our corporate funds, will not use your funds for our corporate purposes and will not voluntarily make funds available to its creditors in the event of bankruptcy or for any other purpose. You acknowledge that (a) Yolto is acting on your behalf as an agent and not as a trustee and (b) no partnership, joint venture, employee-employer, franchisee-franchiser or creditor-debtor relationship is intended or created by this Agreement.
2.2.2 Pooled Accounts. You understand and agree that when you carry a balance with Yolto in your Account, your funds will not be held in a separate account, but will be commingled and held along with other Spender's funds in one or more Yolto pooled accounts at one or more banks (each a "Pooled Account"). We have sole discretion over the establishment and maintenance of any Pooled Account. You agree that any and all interest earned on those funds will be the property of Yolto. You will not receive interest or any other earnings whatsoever on any funds that Yolto handles as your agent at any time.
2.2.4 Adding Funds to Your Account. You may add funds to your Account by the payment methods we offer through our Site, which may include credit card payments, electronic funds transfers from your U.S.-based financial institution (or select non-U.S.-based financial institution where permitted) account, or transfers from an alternative payments provider or other money account. By requesting the addition of funds, you appoint Yolto as your agent to obtain the funds from your designated funding source and deposit them on your behalf to your Yolto card Account as part of a Pooled Account. You agree that such requests constitute your authorization for the transfers. We will not make such transfers without your authorization. If you do not have sufficient funds in your designated account, we will not complete your request for the addition of funds to your Account. You may be charged a service fee for any funds request that result in a returned item, such as but not limited to those caused by insufficient funds in your account, closure of your bank account, or if the bank account number or other information you provided is incorrect. We reserve the right to restrict your ability to load money to your Account (including Subaccounts), limit the available funding sources, or assess fees or other charges with prior notice to you.
2.2.5 Email address & Credentials; Authorized Use. Your email address is an important identification feature in the delivery of the Service and must be correct to enable you to use the Service. You are solely responsible for ensuring that the email address you have registered with us is personal, correct and current. We will rely on that email address in verifying, confirming and completing transactions on your behalf. Any files, codes or access credentials provided to you by us (collectively, the "Credentials") are used to access the Service and manage your Yolto card Account You are solely responsible for maintaining the security of your Credentials and for all activity on your Account, including any acts and omissions of your family members or other persons that you permit to use your Credentials. Without further inquiry or investigation, we may assume that the actions of any person using your Credentials are appropriate and authorized by you. If you believe that your Credentials have been compromised, you should contact us immediately so that we may take corrective action and mitigate any potential losses. We are not responsible for any charges incurred or any liabilities or losses arising out of the use of your Credentials by unauthorized users. You are solely responsible for the acts and omissions of all persons that you authorize to use your Yolto card Account, including their compliance with the terms, requirements and conditions stated in this Agreement and any Policies. 2.3 Transactions. When you select Yolto as a payment method on any web site, you are directing Yolto as your agent to transfer the amount associated with the Transaction to the merchant. You may print a copy of the confirmation screen as your receipt. Once the transfer is complete, the Transaction becomes irreversible, and your funds will be immediately sent, transferred or loaded to an account designated by the merchant. Transfers are deemed completed once you respond affirmatively by entering your PIN to the prompt confirming the Transaction. If you do not have sufficient funds in your Account to complete a Transaction, we will not transfer any funds to the merchant and you will not be able to complete the Transaction until you add sufficient funds to your Account or select a different payment method with the merchant.
2.4 Statements
2.4.1 General. You can check the balance of your Account and review recent Transactions and activity by accessing your Yolto card Account on our Site. For a limited time, we will maintain accounting records of the funds that you have loaded, purchases you have made and funds you have transferred using the Service.
2.4.2 Electronic Communications. This Agreement or any other agreements, documents, notices or communications regarding your Yolto card Account and/or your use of the Service may be provided to you electronically to the fullest extent permitted by law. You agree to receive the same from us in electronic form, to accept them as being in "writing," and to be deemed to have received them at the time that they were emailed to you or posted on the Site, as applicable. If we elect, at our discretion, to send any of the above to you in paper format, you will be considered to have received them no later than 10 days after mailing by regular mail. You will be deemed to have received or retrieved the above at the times stated whether or not you have actually received or retrieved them. If you wish to receive or store documents or communications in paper format rather than electronic format, you are encouraged to print the same from the electronic format. You are solely responsible for compiling and retaining permanent records of all Transactions, sales records and other data for future reference. Except as require by law, we shall have no obligation to store, retain, report or otherwise provide any copies of or access to any records of Transactions or other data collected or processed by us.
2.5 Unauthorized Transfers. Contact us immediately at s@yolto.com if you believe someone has gained unauthorized access to your Yolto card Account to reduce further possible losses. You are responsible for reviewing Transaction totals to confirm that payments are correctly withdrawn and to monitor for any unauthorized debits or credits to your Account. In no event will we be liable for any claim, loss, billing error, damage, or expense caused by our performance or failure to perform hereunder which is not reported in writing to us by you within thirty (30) days of such failure to perform or, in the event of a billing error, within sixty (60) days of the date of the Transaction, unless otherwise required by law. 2.6 Transaction Disputes. Because Yolto is merely an intermediary for facilitating payment between you and an Earner and is not an agent of either party with respect to authorizing the underlying Transaction, we will not be involved in resolving any disputes arising out of or related to any Transaction except for unauthorized charges described above. If you have authorized the purchase from an Earner, we will not reverse the debit to your Account unless required by law. We encourage all Spenders and Earners to be reasonable and cooperate with each other to resolve any disputes. IF A DISPUTE ARISES BETWEEN YOU AND AN EARNER, YOU RELEASE ON-LINE CARD, YOLTO (AND ITS AGENTS AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE AND ANY TRANSACTION BETWEEN YOU AND A SPENDER.

3. Payment Terms
3.1 General. You agree to pay our then current fees (if any) listed on our Fee Schedule posted on the Site for the use of the Service, and any and all additional costs and expenses incurred by you in connection with your use of the Service. You acknowledge that if a debit or credit to your Account is inaccurate or was otherwise in error, we may make appropriate adjustments to your Account. You agree that we may collect any amounts owed to us under this Agreement by deducting amounts from your Account or charging your credit card registered with us (if any). You agree to pay all federal, state, local sales, use, value added, excise, duty and any other applicable taxes assessed with respect to the Service or purchase of any Content or services from an Earner.
3.2 Currency. All Accounts and all fees, charges, and payments collected or paid through the Service are denominated in US currency, including the price of any Content or services you purchase using the Service. You acknowledge that any price listed by an Earner in a currency other than that of the United States may not be accurate or current due to fluctuations in currency exchange rates.
3.3 Set Off and Late Payments. You agree that we have the right to set-off your Account for any applicable fee for Service or associated tax due. In the event that an amount is due to us and that amount exceeds your Account balance, your failure to fully pay applicable fees and taxes on the due date will be deemed a breach of this Agreement, justifying our suspension of its performance of the Service and, in our sole discretion, termination of this Agreement. Accounts in default are subject to an interest charge on the outstanding balance equal to the lesser of 1.5% per month or the maximum rate permitted by law. Any termination by us for your failure to pay will not relieve you from paying past due fees plus interest. In the event of collection enforcement, you shall be liable for any costs associated with such collection, including, but not limited to, reasonable attorneys' fees, court costs and collection agency fees.
3.4 Disputed Charges. All charges are considered valid unless disputed in writing within ninety (90) days of the transaction date. If you do not dispute such charges within the ninety (90) day period, you agree that you waive your right to dispute the charges and release us from any and all liability and claims of loss resulting from any error or discrepancy.
3.5 Fee Changes. We reserve the right to change the fees associated with the Service. In our sole discretion, we may increase your fees due to higher risk as perceived by us; frequency of reversed transactions, refunds; customer complaints; misleading or deceiving behavior by you; your misuse of the Service; or your violation of the terms and conditions of this Agreement. In such event, we will give you at least fifteen (15) days notice prior to your next billing date or access to the Service. If you do not agree to pay the new fees, you may terminate this Agreement by providing written notice to us within the fifteen-day notice period. If you do not terminate this Agreement, you will be deemed to consent to pay the new fee under the same terms and conditions, including the method of payment, as the previous fee.

4. Termination of Service
4.1 Term and Cancellation Policy. The Agreement shall remain in full force and effect until terminated by either party as described below.
4.1.1 Our Termination Rights. We may suspend or terminate the Service for any reason at any time without prior notice to you. We may suspend or terminate the Service if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement or any Policy. We shall not be liable to you or any third-party for any termination or suspension of your access to the Service.
4.1.2 Your Termination Rights. You may cancel your use of the Service and close your Account at any time by notifying us via email to s@yolto.com. However, you may not close your Account to avoid an investigation that we may undertake regarding activities that are suspected, in our sole discretion, to be illegal or otherwise in violation with this Agreement and any such investigation will not cease as a result of such closure. We will suspend the Service and close your Account within three (3) days after we receive your notice to cancel the Service. You will not receive a refund of any fees or charges that you have paid prior to the date we receive your notice of cancellation and you will remain responsible for all outstanding fees and charges and for all other obligations relating to Account incurred prior to the date we receive your notice of cancellation. Any funds that we are holding as your agent in custody for you at the time of termination of this Agreement (less any outstanding fees, charges or liabilities) will be paid to you within ninety (90) days by check or electronic funds transfer.
4.2 Dormant Accounts. If your Account remains inactive for a period of three (3) years or such other dormancy period as determined under the unclaimed property law of the state of your residence, we will suspend your Account and attempt to contact you using the contact information provided by you. In the event that we are not able to contact you, you acknowledge that your Account will be closed, this Agreement shall terminate, and any funds may be remitted to state officials in accordance with applicable state unclaimed property laws.
4.3 Effect of Termination. Should this Agreement be terminated for any reason, we will not be liable to you for compensation, reimbursement or damages on account of the loss of prospective profits, anticipated sales, goodwill or on account of expenditures, investments, leases or commitments in connection with your use of the Service, or for any other reason whatsoever arising from such termination. Any termination of this Agreement shall not relieve you of any obligations to pay fees and costs accrued prior to the termination date and any other amounts owed by you to us as provided in this Agreement. The following sections of this Agreement shall survive and remain in effect in accordance with their terms upon the termination of this Agreement: 1.5, 4.3, 6, 7, 8 and 9.

5. Your Warranties
You represent and warrant to us that: (a) Authority. You have all necessary right, power and ability to execute this Agreement and to perform its obligations therein. No authorization or approval from any third party is required in connection with such party's execution, delivery or performance of this Agreement. This Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. Your obligations under this Agreement do not violate any law or breach any other agreement to which you are bound; (b) Registration Information. All representations and statements made by you in your registration and this Agreement (or in any other document relating hereto by you or on your behalf) are true, accurate and complete in all material respects; and (c) Compliance with Laws. You shall comply with all applicable laws and the terms of this Agreement, including the Acceptable Use Policy, and will not engage in any of the prohibited activities listed therein.

6. Disclaimers; Limitation of Liability
6.1 Disclaimer. You are solely responsible for evaluating the accuracy, completeness and usefulness of our Service and any and all products, goods or services of any participating Earner. While we will make reasonable efforts to transfer funds to and from your Account as described by this Agreement and our Policies, we do not make any representation or warranty regarding the timing of any such transfers or the availability of the Service. If you are dissatisfied with the Service, your sole and exclusive remedy is to cancel your Account as described in Section 4. WE MAKE NO WARRANTY OR REPRESENTATION (i) THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THAT ANY ERRORS IN THE SERVICE WILL BE CORRECTED, (iv) AS TO THE QUALITY, RELIABILITY, ACCURACY, OR MERCHANTABILITY OF ANY GOODS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU FROM AN EARNER OR (v) THAT THE INFORMATION, CONTENT, GOODS OR SERVICES OF AN EARNER WILL BE AS REPRESENTED BY THE EARNER.
6.2 No Warranties. THE SITE AND THE SERVICE (INCLUDING ANY SOFTWARE AND ANY OTHER ITEMS USED OR PROVIDED BY US IN CONNECTION WITH THE SERVICE) ARE PROVIDED "AS IS" OR "AS AVAILABLE." WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE, SERVICE OR ANY CONTENT, GOOD OR SERVICE OF AN EARNER, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, OR ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE.
6.3 Limitation of Liability. WE AND OUR SERVICE PROVIDERS AND SUPPLIERS SHALL HAVE NO LIABILITY FOR ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFIT, REVENUE AND USE) ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, EVEN IF WE OR OUR AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL WE OR OUR SERVICE PROVIDERS OR SUPPLIERS HAVE ANY LIABILITY FOR UNAUTHORIZED ACCESS TO YOUR ACCOUNT OR THEFT, INTERCEPTION OR DESTRUCTION OF ANY INFORMATION OR DATA THROUGH ACCIDENT, MISUSE, OR FRAUDULENT MEANS OR DEVICES.
6.4 Exception for Certain States or Jurisdictions. The laws of certain states or other jurisdiction do not allow limitations on implied warranties, or the exclusion or limitation of certain damages. If these laws apply, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have rights in addition to those contained in this Agreement. In such jurisdiction, our liability is limited to the greatest extent permitted by law.

7. Indemnification.
You agree to indemnify, defend and hold harmless us and all employees, officers, directors and agents of us and any of our affiliates from and against any and all claims, suits, actions, demands or proceedings (whether threatened, asserted, or filed) and all related damages, losses, liabilities, cost and expenses (including, but not limited to, reasonable attorneys' fees and the cost of enforcement of this indemnity) arising out of or relating to: (a) any violation or breach by you of any term, representation or warranty of this Agreement, including any Policy; and (b) your unlawful or improper use of the Service.

8. Dispute Resolution; Applicable Law
8.1 Arbitration. Except for any breach of this Agreement entitling either party to injunctive relief described below or fees that are owed to us, if any dispute occurs between the parties arising out of or relating to this Agreement or its execution or performance, whether such dispute is in contract, tort or otherwise, it will be submitted to binding arbitration. The arbitration will be conducted in accordance with the commercial arbitration rules of the American Arbitration Association then in effect. The arbitration will be held and the award will be deemed made in Chicago, Illinois. The parties agree to be bound by the decision of the arbitrator and judgment upon the award rendered may be entered in any court having jurisdiction.
8.2 Jurisdiction; Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois notwithstanding any conflict of law rules. You agree that any action at law or in equity arising out of or relating to this Agreement that is not before the arbitration specified in Section 8.1, including any claims related to the Service, shall be filed only in state or federal court located in Chicago, Illinois and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any such suit, action or proceeding. Any cause of action or claim you may have in regard thereto must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred.
8.3 Injunctive Relief. You agree that a breach of Section 1.5 of this Agreement may cause irreparable damage for which recovery of monetary damages would be inadequate and that we may seek and shall have the right to injunctive relief or other equitable relief to protect our intellectual property rights and other rights under this Agreement, in addition to any and all remedies available at law.

9. General Provisions
9.1 Force Majeure. We shall be excused from performance hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond our reasonable control, including but not limited to, acts of God (fire, storm, floods, earthquakes, etc.), acts of terrorism, labor disputes, civil disturbances, satellite launch failures, disruption of satellite transponder, telecommunications, power or other essential services, or interruption or termination of service by any service provider being used by us, or any malicious or unlawful acts of any third party.
9.2 No Third Party Beneficiaries. This Agreement is solely for the benefit of the parties hereto, and nothing in this Agreement will be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement.
9.3 Waiver; Amendment. Except as expressly provided herein, the failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. Except as expressly provided by this Agreement, no term or condition of this Agreement may be modified without the prior written consent of the parties.
9.4 No Assignment. You may not assign, without the prior written consent of us, any rights, duties or obligations under this Agreement to any person or entity, in whole or in part, whether by assignment, merger, transfer of assets, sale of stock, operation of law or otherwise, and any attempt to do so shall be void. We may assign this Agreement at any time without notice to you.
9.5 Notice. All notices and other communications required or permitted hereunder shall be in writing and delivered in person, by courier, prepaid certified or registered U.S. mail, facsimile with confirmation, or email with return receipt to the parties. Notice shall be effective when received. We shall send notice to you in accordance with the information submitted by you during registration. You shall provide notice to us at the contact page hosted at our Site or by email at s@yolto.com.
9.6 Entire Agreement; Construction. This Agreement and the Policies constitute the complete and exclusive statement of agreement between the parties, and supersede and merge all prior proposals and all other agreements, oral and written, between the parties relating to the subject matter of this Agreement. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. Headings herein are for convenience of reference only and shall in no way affect interpretation of this Agreement.