df

YEAY
#notsponsored-challenge

Terms and Conditions

Selling and buying under the #notsponsored-challenge (the “NSC“), which is exclusively created and provided by YEAY GmbH, Paul-Lincke-Ufer 8e, 10999 Berlin, Germany (“us“, “we“, our“), is subject to the YEAY User Agreement (the “YUA“) with the modifications as outlined in the below #notsponsored-challenge Terms and Conditions (the “NSCTC“). By participating in the NSC, you accept the YUA and the NSCTC. In case of conflict between the YUA and the NSCTC the provisions of the NSCTS shall prevail. For your convenience, you can find the YUA below.

1. Description of the NSC

YEAY has created the NSC to allow you to discover and develop your entrepreneurial spirit. The core element of the NSC is the #notsponsored shirt (the “NSS“). The challenge is for you as a participant (the “Seller“, “you“, “your“) to sell as many NSS as possible through the YEAY app. There is no entrepreneurial risk for you, as YEAY will manufacture and ship the NSS for you at YEAY’s own risk. The only personal investment on your side is to initially buy the NSS from your favourite seller on the YEAY app or on the NSC website for 20,00 (twenty) EUROS (the “Initial Purchase“). After receiving the NSS from the Initial Purchase, you can create your own sales video(s) with the NSS, and start selling the NSS as described below. You can keep 10.00 (ten) EUROS for every NSS sold via your sales video(s). For the sake of clarity: the Initial Purchase needs to be done only once.

2. How to Participate in the NSC

2.1. Install the YEAY app on your smartphone and create a user account.

2.2. Make the Initial Purchase, i.e. buy the NSS through the YEAY app or on the YEAY website.

2.3. After receiving the NSS, create one or more sales video(s) in your own flavour featuring the NSS. Film it using the YEAY app or any video editing tool of your choice. The purchase price must be 20,00 EUROS incl. VAT (the “Purchase Price“). Sizes available: XXS, XS, S, M, L, XL, 2XL. The shipping price will be added to the Purchase Price independent of where Seller and Buyer are located. The Buyer must pay the shipping costs.

2.4. Upload your video to the NSC section in the YEAY app.

2.5. Share your video on Instagram, Snapchat, Musical.ly and anywhere you can think of. The more you share, the more friends and followers will know that they can buy the shirt and participate in the challenge.

2.6. You must be at least 14 years old to participate. If you are under 18, you can only participate with the appropriate permission of your parent or legal guardian. If you are below 14 and want to participate, please ask your parents to send an e-mail to notsponsored@yeay.com with a valid phone number. Our team will get in touch with your parents and explain what kind of written approval we need from them before you can start.

3. How a Purchase works

3.1. Once you have sold a NSS through your video via the YEAY app checkout process (the “Purchase“), you and the Buyer will receive a notification through the YEAY app. All Purchases processed under the NSC constitute a legally binding purchase agreement between the Seller and the Buyer only (“Purchase Agreement“). YEAY is not a party to the Purchase Agreement.

3.2. Also the Buyer will be notified by e-mail after the Purchase, and can pay the Purchase Price to YEAY (YEAY handles the payment process for you). YEAY will ship the purchased shirt to the Buyer at the Buyer’s expense (for shipping costs please check the specific sales video; shipping costs can differ on an individual basis as the NSC is globally accessible).

3.3. The Purchase Agreement becomes effective once the Buyer has clicked the “Buy now“ button.

3.4. We are planning to introduce a reporting system in your app profile (not launched yet). Once launched, the reporting in your YEAY app profile will be automatically updated after every Purchase to reflect each new sale.

3.5. There is no limit to how many NSS you can sell. However, we reserve the right to limit the number of NSS that can be sold at any time by way of notification in the YEAY app, e.g. in the case of NSS shortage or other circumstances outside our control.

4. How to earn money

4.1. For every Purchase, you will be entitled to keep 10,00 (ten) EUROS plus reimbursement of your PayPal fee, which is max. 0,61 EURO per Transaction (the “Sellers’ Share“) subject to the following provisions.

4.2. You as Seller sell and assign the full Purchase Price claim including the shipping cost claim (collectively the “Claim“) to YEAY. YEAY accepts this sale and assignment of the Claim. Being owner of the Claim, YEAY is entitled to collect the full Purchase Price and the shipping costs from the Buyer directly.

4.3. For every Purchase, YEAY will pay to the Seller the Sellers’ Share as a deduction from the Purchase Price. The remainder of the Purchase Price (10,00 EUROS) will remain with YEAY as a remuneration for the services rendered vis-a-vis the Seller pursuant to 5.2.

4.4. Payments under the NSC can be made via PayPal only. You can specify your PayPal address in your profile on the YEAY app. If you are under 18 years old, please ask your parents to help you with their PayPal account.

4.5. You will be paid weekly on Mondays with a one-week latency. For example, all week one sales will be paid on Monday of week three. All week two sales will be paid on Monday of week four, etc. YEAY will only pay a Sellers’ Share for Purchases that have been fully paid by the Buyer, i.e. where YEAY has received the Purchase Price and the shipping costs on its account. YEAY reserves the right to offset potential charge-backs made by Buyers against future Sellers’ Share claims.

4.6. For the sake of clarity: Sec. 4 of the YUA (YEAY Commission, Costs) shall not apply to the NSC.

5. YEAY’s role and obligations

5.1. YEAY undertakes vis-a-vis the Seller to fulfill the following obligations of the Seller:

As for the rest, YEAY is not liable for the performance and fulfilment of the Purchase Agreement between the Seller and the Buyer.

5.2. Sellers and Buyers must not make direct arrangements under circumvention of the App features provided by YEAY and the provisions of the YUA and the NSCTC.

Sellers and Buyers must comply with all applicable statutory provisions for the specific Purchase Agreement.

6. Returns

6.1. Save for any indispensable, applicable statutory provisions, no returns are accepted by the Seller as any Purchase under the NSC is a private sale between the Seller and the Buyer. In addition, the Buyer waives any potential returns rights as the Buyer enters the Purchase Agreement with the intention to participate in the NSC.

6.2. For the sake of clarity: as YEAY is not party to the Purchase Agreement, YEAY does not accept returns.

7. Taxes (incl. VAT), Customs

7.1. The Seller is solely responsible for personal tax obligations.

7.2. The Buyer is responsible to follow applicable customs obligations.

8. Term

8.1. The NSC shall have a Term until 31 December 2017.

9. Limitation of Liability

We are not liable for:
a. proper performance and fulfilment of the Purchase Agreement between a Seller and a Buyer (except for our obligations pursuant to Sec. 5.4.);
b. any special, incidental, or consequential damages;
c. the risk that a Buyer does not pay;
d. the cost of procurement or substitute products or services;
e. the interruption of use or loss or corruption of data; or
f. any amounts that exceed the fees paid by you to us under this agreement.

We shall have no liability for any failure or delay due to matters beyond our reasonable control.

The foregoing shall not apply to the extent prohibited by applicable laws. In the event of slight negligence, we shall not be liable to other businesses and shall be liable to consumers only for personal damages. We shall not be liable to businesses for follow-on damages, mere pecuniary losses, lost profits or damages resulting from claims of third parties.

10. Force Majeur

10.1. For the purpose of this Agreement, a “Force Majeure Event” means any circumstance not within the reasonable control of the Party affected, but only if and to the extent that (i) such circumstance, despite the exercise of reasonable diligence and the observance of Good Utility Practice, cannot be, or be caused to be, prevented, avoided, or removed by such Party, and (ii) such circumstance materially and adversely affects the ability of the Party to perform its obligations under this Agreement, and such Party has taken all reasonable precautions, due care, and reasonable alternative measures in order to avoid the effect of such events on the Party’s ability to perform its obligations under this Agreement and to mitigate the consequences thereof.

10.2. Either Party shall be excused from performance and shall not be in default in respect of any obligation hereunder to the extent that the failure to perform such obligation is due to a Natural Force Majeure Event.

11. Changes/Amendments

We reserve the right to change and/or amend the NSCTC from time to time and to stop the NSC or to extend the scope and duration of the NSC at any time with or without cause.

12. Severability, Applicable Law, Place of Jurisdiction

12.1. If a provision of the present Agreement should be or become invalid, this shall not affect the validity of the remaining provisions. In this case, the invalid provision shall be replaced by one that comes as close as possible to the commercial intent behind the old provision. The Parties shall be obligated to cooperate in arriving at a corresponding clarification of the text of the Agreement. The same shall apply to any potential legal gaps/omissions in the Agreement.

12.2. The present Agreement shall be governed by the laws of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of goods.

12.3. The place of jurisdiction for any disputes arising between the Parties in connection with this Agreement shall be Berlin, Germany.

Last amended: September 11th 2017
© YEAY GmbH

YEAY – User Agreement

Your use of the internet-based mobile application and service provided to you by YEAY GmbH, Paul-Lincke-Ufer 8e, 10999 Berlin, Germany (“us“, “we“, our“) is subject to this User Agreement. By using YEAY, you accept the User Agreement.

1. Service Description

YEAY is a global, video-based, mobile-app-based marketplace for sellers and buyers with a strong focus on entertainment (“YEAY”, “App”). You can use YEAY in three different user roles:

1.1. Be part of the YEAY Audience. As a member of the YEAY Audience, you can browse through the app, watch product videos, discover new, cool products and brands, and simply be entertained.

1.2. Become a Buyer. As a buyer, you can buy the products you discover on YEAY and get in touch with your favourite brands.

Become a Seller. As a Seller, you can create cool sales videos and sell products on YEAY.

2. Registration

2.1. If you want to use YEAY as Buyer or Seller, you need to register for YEAY. Please follow and finalize the registration process provided in the App. Minimum age for registration is 14 years. With your registration, you warrant that all data provided by you is true and accurate.

2.2. Being member of the Audience, no registration is required.

2.3. Please make sure that you use a “strong” password for your registration. You must not share or disclose your password to any third party.

3. Sales Transaction

3.1. YEAY is solely providing a marketplace for Sellers and Buyers. All sales transactions processed within the App constitute a legally-binding purchase agreement between the Seller and the Buyer only (“Purchase Agreement“). YEAY is not a party to the Purchase Agreement.

The Seller is free in defining the terms for the respective sales transaction offer (purchase price, shipping costs, and shipping territory, taxes, returns policy etc.) by exclusively using the features provided in the App.

Since YEAY is not party to the Purchase Agreement, YEAY is not liable for the performance and fulfilment of the Purchase Agreement vis-a-vis the Seller and the Buyer. In particular, YEAY is not liable for
- delivery of the sold products
- payment of the purchase price
- compliance of the sold products with the product description in the app
- fitness of the products for their intended or described use
- the sold products being free from any defects

3.4. All payments under the Purchase Agreement, in particular the payment of the purchase price, must be made by using the payment methods provided in the App only (currently PayPal).

3.5. Sellers and Buyers must not make direct arrangements under circumvention of the App features provided by YEAY.

Sellers and Buyers must comply with all applicable statutory provisions for the specific Purchase Agreement (e.g. right of withdrawal, returns policies, product liability, etc.).

4. YEAY Commission, Costs

4.1. As a Seller, YEAY will charge you a certain percentage of the total purchase price (including VAT and shipping costs) as a commission (“YEAY Commission”). Please check the App for the applicable YEAY Commission percentage for your individual Sales Transaction. The YEAY Commission will be due immediately after the respective Sales Transaction is closed. We will invoice you with the YEAY Commission on a monthly basis and charge your Payment Account accordingly. If you use PayPal payment services, PayPal may charge you an addition fee.

4.2. As a Buyer or member of the Audience, your use of YEAY is free of any payment to us.

4.3. You may incur connection costs depending on the internet service, cell phone contract, or any other contracts you have concluded with third parties in order to access the App.

Your use of YEAY

5.1. User License

Subject to your full compliance with the User Agreement, we grant you a limited, personal, non-commercial, non-exclusive, revocable, non-assignable, and non-transferable license to use YEAY (subject to a successful Registration).

5.2. Usage Rules

When using the App, you must not:

5.3. Your Content

a. By posting or uploading videos, images, texts etc. to YEAY (“Your Content“), you grant us a non-exclusive, perpetual, worldwide, royalty-free, non-revocable, assignable, and transferable license for Your Content in order to use it for all current and future features of YEAY. This license shall include (but not be limited to) the right to store Your Content on our servers and edit/transcode and combine Your Content with other content.

b. You must not upload Your Content which is

c. You represent and warrant, that Your Content is not encumbered by any third-party rights.

5.4. We reserve the right to remove, block, and delete your account for any reason and without any liability at any time, especially if we believe that you do not comply with the provisions set forth under Section 5.2 and 5.3. b.

6. Termination

6.1. We reserve the right to terminate your use of YEAY for good cause.

6.2. If you wish to end your business relationship with us, please follow and finalize the “unregister” process in the app. With successful fulfillment of the unregister process, our business relationship with you will end. Section 5.3. (grant of rights for “Your Content”) shall survive the end of the business relationship (i.e. YEAY shall be entitled to keep Your Content available within the scope of the App’s features globally and in perpetuity).

7. Take Down Policy

Please notify us at support@yeay.com if you become aware of any unlawful or inadequate use of the App by any other user (“Take Down Request”). Please include the following information in your Take Down Request:

We will check your Take Down Request and take measures that we think are appropriate.

8. Disclaimer

We disclaim all warranties of any kind, express or implied, including without limitation, the warranties of fitness of the YEAY app for a particular purpose. We do not make any representations or warranties that the YEAY app will be error-free or that access thereto will be continuous or uninterrupted.

9. Privacy Policy

Data handling on YEAY is subject to our Privacy Policy (as available in the app).

10. Limitation of Liability

We are not liable for:

a. proper performance and fulfilment of the Purchase Agreement between a Seller and a Buyer;

b. any special, incidental, or consequential damages;

c. the cost of procurement or substitute products or services;

d. the interruption of use or loss or corruption of data; or

e. any amounts that exceed the fees paid by you to us under this agreement.

We shall have no liability for any failure or delay due to matters beyond our reasonable control.

The foregoing shall not apply to the extent prohibited by applicable laws. In the event of slight negligence, we shall not be liable to other businesses and shall be liable to consumers only for personal damages. We shall not be liable to businesses for follow-on damages, mere pecuniary losses, lost profits or damages resulting from claims of third parties.

11. Indemnification

You shall indemnify us from any and all third-party claims and all reasonable legal defence costs as well as for any other damages resulting from any violation by you of this User Agreement or the infringement of any third-party rights by Your Content.

12. Changes/Amendments

We reserve the right to change and/or amend the User Agreement from time to time. If you have registered for YEAY, we will notify you about upcoming changes/amendments. If you do not object to the changes/amendments within 2 weeks by e-mail (support@yeay.com), the changes/amendments will become binding for you. Should you object to the changes/amendments, the old version of the User Agreement shall remain binding; in this case we reserve the right to terminate the agreement with you.

13. Severability, Applicable Law, Place of Jurisdiction

If a provision of the present Agreement should be or become invalid, this shall not affect the validity of the remaining provisions. In this case, the invalid provision shall be replaced by one that comes as close as possible to the commercial intent behind the old provision. The Parties shall be obligated to cooperate in arriving at a corresponding clarification of the text of the Agreement. The same shall apply to any potential legal gaps/omissions in the Agreement.

The present Agreement shall be governed by the laws of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of goods.

The place of jurisdiction for any disputes arising between the Parties in connection with this Agreement shall be Berlin, Germany.

Last amended: September 11th 2017
© YEAY GmbH