Terms & Conditions

Please carefully review this Terms of Service (the “TOS”), our Privacy Policy (the “Privacy Policy”), and our User Agreement (the “User Agreement”), because they govern your (also, “you,” and like terms) use of the YEAY GmbH (“YEAY”, “we”, “us” or “our”; herein including affiliates of YEAY GmbH in providing the Services) website YEAY.COM (“Site”), CM.YEAY.COM (“Campaign Manager Portal”), our mobile applications (“Apps”), and our content accessible via our Site, Campaign Manager Portal, and Apps. To make these terms easier to read, the Site, Campaign Manager Portal, our services, and Apps are collectively called the “Services.”

IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THIS TOS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND YEAY THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 19 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION (INCLUDING THE PROCEDURE TO OPT OUT OF ARBITRATION).

1. Agreement to Terms. By using our Services, you agree to be bound by this TOS. If you don’t agree to be bound by this TOS, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this TOS. In that case, “you” and “your” will refer to that company or other legal entity.

2. Privacy Policy. Please refer to our Privacy Policy for information on how we collect, use and share your information. You acknowledge and agree that your use of the Services is subject to our Privacy Policy.

3. Changes to this TOS or the Services. We may update the TOS from time to time at our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site and may also send other communications. It’s important that you review the TOS whenever we update them, or you use the Services. If you continue to use the Services after we have posted updated Terms, it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion. We may add, remove, suspend, or alter access to any content available through or on the Services from our Services at any time and make no guarantee as to the availability or minimum amount of specific content.

4. Who May Use the Services? 

4.1 Eligibility. To use the Services, you must be at least 13 years of age and not otherwise barred from using the Services under applicable law. By using the Services, you represent and warrant that you (or your parent or legal guardian, as required by applicable law if you are unable to form a binding contract) have reviewed and agreed to this TOS.

4.2 Registration and Your Information. If you want to use certain features of the Services, you will have to create an account (“Account”). You can do this via the Apps. To benefit from certain services, you must also create and link a PayPal account to your YEAY Account. You may only use one PayPal Account for use with YEAY services. You must create only one App account and integrate one PayPal Account for use with YEAY services.

4.3 Accuracy of Account Information. It’s important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone, and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, including, without limitation, the posting of User Generated Content (as defined below), and any communications or other contact you have with other users of the Services, whether or not you know about them. We may take actions we deem reasonably necessary to prevent fraud and abuse, including placing restrictions on user accounts or on the amount of content that can be accessed from the Services at any one time.

5. Feedback. We welcome feedback, comments, and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at support@yeay.com. You grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

6. Content Ownership, Responsibility and Removal. 

6.1 Definitions. For purposes of this TOS: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available by YEAY through the Services; and (ii) “User Generated Content” means any Content that Account holders (including you) provide to be made available through the Services. User Generated Content also includes, without limitation, any communications or content that you share with another user of the Services such as direct messages between you and another user of the Services (“Communications”). Content includes without limitation User Generated Content.

6.2 Our Content Ownership. Except for any licensed rights granted under this TOS of Service, YEAY does not claim any ownership rights in any User Generated Content and nothing in this TOS will be deemed to restrict any rights that you may have to use and exploit your User Generated Content. Subject to the foregoing, YEAY and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of Germany, the United States and other countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.

6.3 Rights in User Generated Content Granted by You to Us. By making any User Generated Content available through the Services you hereby grant to YEAY and its parents, subsidiaries, affiliates, licensees, successors, and assigns an irrevocable, non-exclusive, perpetual, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Generated Content in connection with marketing, promoting, operating and providing the Services and Content to you and to others and in connection with working with our brand partners and licensees.

6.4 Rights in User Generated Content Granted by YOU to Us for Marketing of Products Mentioned, Linked or Otherwise Included in said Content. By making any User Generated Content available through the Services you hereby grant to YEAY and its parents, subsidiaries, affiliates, licensees, successors, and assigns an irrevocable, non-exclusive, perpetual, transferable, worldwide, royalty-free license, with the right to sublicense, to use, distribute, publicly display, and publicly perform your User Generated Content in connection with marketing and promoting any and all products mentioned, shown, linked or otherwise connected with the User Generated Content. 

6.5 Name, Likeness, Other Personal Rights. By submitting User Generated Content, in which you may appear including, without limitation, your photograph, you hereby grant to YEAY the unrestricted, unlimited, perpetual, worldwide license to use your name, username, image, likeness, or other information or materials supplied by you including any third party materials as it appears in such User Generated Content alone or as part of the User Generated Content, in any medium now known or hereinafter developed in connection with the Services itself, and any advertising and promotion of the Services or YEAY without payment of compensation to you and without seeking any further approval from you.

6.6 Total Buyout Collaboration. “Total Buyout Collaboration” means a collaboration in which Brands purchase all rights and licenses of a collaboration for a specified period of time. When Creators engage in a Total Buyout collaboration, Creators agree that their User Generated Content for that Total Buyout collaboration is owned in totality by the Brand for the duration of the specified Total Buyout period. Brands may use the Creator’s User Generated Content for any lawful purpose during the Total Buyout Period. Creators are not entitled to any further payment from the Brand or YEAY after the Creators’ initial reward for creating such User Generated Content.

6.7 Your Responsibility for User Generated Content. You are solely responsible for all your User Generated Content. You represent and warrant that you own all your User Generated Content, or you have all rights that are necessary to grant us the license rights in your User Generated Content under this TOS. You also represent and warrant that neither your User Generated Content, nor your use and provision of your User Generated Content to be made available through the Services, nor any use of your User Generated Content by YEAY on or through the Services, including, without limitation, in accordance with the rights granted to YEAY in your User Generated Content in Section 6.3, Section 6.4 and Section 6.5 above, will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You represent and warrant that all of your User Generated Content and your activities in connection with the Services will, at all times, comply with (i) the TOS; (ii) the YEAY User Agreement; (iii) all applicable laws, rules, and regulations; and (iv) any other guidelines or requirements that we may make available to you from time to time.

6.8 Rights in Content Granted by YEAY. Subject to your compliance with this TOS, YEAY grants to you a limited, non-exclusive, non-transferable license, with no right to sublicense, to download, view, copy, display and print the Content solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes. We retain and reserve all rights to that content, including, without limitation, all rights in and to the Site, App, Services, and all features, trademarks, trade names, service marks, trade dress, and the look and feel of the Site, App, and Services. Other than the right to use the Site, App, and Services as explicitly described in this TOS for your personal, limited use, no other rights are granted to you under this TOS.

6.9 Flagged Content. “Flagged Content” means User Generated Content that was submitted, but not accepted by a Brand. In such a scenario, Flagged Content will not be posted, the Creator of said Flagged Content will be notified, the subject Brand will provide a reason for not accepting the User Generated Content, and the Creator will then have twenty-four (24) hours to submit new User Generated Content for approval. The Creator will only be rewarded for User Generated Content that ultimately gets accepted by the Brand. No additional payment or reward will be provided to the Creator for Flagged Content.

7. Respecting Others’ User Generated Content. Subject to our rights under Section 6, you acknowledge that all User Generated Content and any content related thereto are the property of the respective user that makes the User Generated Content available through the Services, or, if made explicit on the Services, us. You acknowledge and agree that YEAY is not responsible or liable for your User Generated Content, including, without limitation, any user’s Communications, including yours.

8. Rights and Terms for Apps. 

8.1 Rights in App Granted by YEAY. Subject to your compliance with this TOS, YEAY grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install a copy of the Apps on a mobile device or computer that you own or control and to run such copy of the Apps solely for your own personal non-commercial purposes. You may not copy the App, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in this TOS, you may not: (i) copy, modify or create derivative works based on the Apps; (ii) distribute, transfer, sublicense, lease, lend or rent the Apps to any third party; (iii) reverse engineer, decompile or disassemble the Apps; or (iv) make the functionality of the Apps available to multiple users through any means. YEAY reserves all rights in and to the Apps not expressly granted to you under this TOS.

8.2 Accessing Apps from App Stores. The following terms apply to any App accessed through or downloaded from any app store or distribution platform (like the Apple App Store or Google Play) where the App may now or in the future be made available (each an “App Provider”). You acknowledge and agree that: 

8.2.1 This TOS is concluded between you and YEAY, and not with the App Provider, and YEAY (not the App Provider), is solely responsible for the Apps. The App Provider has no obligation to furnish any maintenance and support services with respect to the Apps.

8.2.2 In the event of any failure of the App to conform to any applicable warranty, you may notify the App Provider, and the App Provider may refund the purchase price for the Apps to you (if applicable) and, to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the Apps. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of YEAY.

8.2.3 The App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the Apps or your possession and use of the Apps, including, but not limited to: (i) product liability claims; (ii) any claim that the Apps fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

8.2.4 In the event of any third party claim that the Apps or your possession and use of that Apps infringes that third party’s intellectual property rights, YEAY will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this TOS.

8.2.5 The App Provider, and its subsidiaries, are third party beneficiaries of this TOS as related to your license to the Apps, and that, upon your acceptance of the TOS, the App Provider will have the right (and will be deemed to have accepted the right) to enforce this TOS as related to your license of the Apps against you as a third party beneficiary thereof.

8.2.6 You must also comply with all applicable third party terms of service when using the Apps.

9. Rights and Terms for Brands.

9.1 Applicability of Terms. Brands engaging with YEAY Services through YEAY’s Campaign Manager Portal are subject to all terms and conditions provided in herein, in YEAY’s Privacy Policy, and YEAY’s User Agreement (the “Terms”).

9.2 Accuracy of Account Information. It’s important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, including, without limitation, the posting of User Generated Content, and any communications or other contact you have with other users of the Services, whether or not you know about them. We may take actions we deem reasonably necessary to prevent fraud and abuse, including placing restrictions on user accounts or on the amount of content that can be accessed from the Services at any one time. 

9.3 No Guarantees. Neither YEAY nor any agent of YEAY makes any representations, promises, warranties, guarantees, or predictions, express or implied, regarding any outcome YEAY Services. 

9.4 Brand Product Liability Disclaimer. Brands expressly acknowledge that YEAY shall not have any liability (and there is no basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against YEAY giving rise to any liability) arising out of any injury to individuals or property as a result of the ownership, purchase, possession, or use of any of Brand’s products sold, leased, or delivered as a result of engagement with YEAY Services.

9.5 Indemnification and Hold Harmless. Brands shall indemnify and hold harmless YEAY absolutely and forever from and against any and all claims, actions, damages, suits, liabilities, obligations, costs, fees, charges, any other expenses whatsoever, including reasonable attorney’s fees and costs, that may be asserted against YEAY in connection with Brands’ engagement with YEAY Services. This shall include (but is not limited to) any actions brought against YEAY by any Creators resulting from any injury or cause of action in connection to the creation of User Generated Content on behalf of Brands. 

9.6 Brand User Generated Content Requests. Brands shall neither request nor facilitate User Generated Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person, animal or entity; or (vii) promotes illegal or harmful activities or substances; or (viii) promoted any conspiracy theory, known false information, or positions outside of commonly accepted norms unless backed by scientific and verified evidence or proof; or (ix) promotes weapons, including but not limited to handguns, rifles, assault weapon, knives, swords or other potentially lethal weapons (excluding decorative items, props or non-lethal versions).

9.7 Non-Exclusivity. Brands expressly understand and agree that Creators have no brand exclusivity requirements nor expectations. Creators may engage with any and all brands they may choose to engage with, subject to the TOS. 

9.8 Good Faith. Brands agree, in exercising their respective rights and complying with their respective obligations under the Terms, to engage in good faith with YEAY and Creators. Brands agree to be reasonable, non-discriminatory, and non-retaliatory when approving or rejecting User Generated Content. When rejecting User Generated Content, Brands agree to provide reasonable feedback, act in good faith, and make a reasonable effort in providing feedback towards assisting Creators in obtaining approval of the Creator’s User Generated Content.

9.9 Payment to YEAY. Brands agree to provide timely payment to YEAY when any such payment is due. Failure to provide timely payment may result in termination of brand’s accounts. 

10. General Prohibitions and YEAY’s Enforcement Rights. You agree not to do any of the following: 

10.1 Post, upload, publish, submit or transmit any content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person, animal or entity; or (vii) promotes illegal or harmful activities or substances; or (viii) promoted any conspiracy theory, known false information, or positions outside of community accepted norms unless backed by scientific and verified evidence or proof; or (ix) promotes weapons, including but not limited to handguns, rifles, assault weapon, knives, swords or other potentially lethal weapons (excluding decorative items, props or non-lethal versions).

10.2 Use, display, mirror or frame the Services or any individual element within the Services, YEAY’s name, any YEAY trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without YEAY’s express written consent;

10.3 Access, tamper with, or use non-public areas of the Services;

10.4 Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by YEAY or other generally available third party web browsers;

10.5 Send any unsolicited or unauthorized email, junk mail, spam, chain letters or other form of solicitation;

10.6 Use any meta tags or other hidden text or metadata utilizing a YEAY trademark, logo URL or product name without YEAY’s express written consent;

10.7 Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by this TOS;

10.8 Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;

10.9 Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;

10.10 Impersonate or misrepresent your affiliation with any person or entity, claim a false affiliation, or misrepresent the source or identity of content used through the Services;

10.11 Influence, inflate, or otherwise manipulate any content in the Services or partner Services, or collude or otherwise work together with other parties to do the same;

10.12 You agree not to provide any information that is intended to misinform, misdirect, mislead, or otherwise deceive any users of the Services or any other third party;

10.13 Violate any applicable law or regulation; or

10.14 Induce others to do any of the above.

11. YEAY is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with this TOS and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of this TOS. We have the right to investigate violations of this TOS or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

12. DMCA/Copyright Policy. YEAY respects copyright law and expects its users to do the same. It is YEAY’s policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.

13. Links to Third Party Websites or Resources. The Services (including the Site and App) may allow you to access third party websites or other resources. YEAY may provide links through User Generated Content to third party websites or other resources. To the extent provided by us, we provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites.

14. Accuracy of Account Information. It’s important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, including, without limitation, the posting of User Generated Content (as defined below), and any communications or other contact you have with other users of the Services, whether or not you know about them. We may take actions we deem reasonably necessary to prevent fraud and abuse, including placing restrictions on user accounts or on the amount of content that can be accessed from the Services at any one time.

15. Termination. We may terminate or suspend, in whole or in part, your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by going into your account settings on the App. Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive: 6.1, 6.2, 6.3, 6.4, 7, 8, 9, 10, 15, 16, 17, 18, 19, and 20. Upon any termination, discontinuation or cancellation of the Services or your account, any residual balances will be forfeited to YEAY. You hereby consent in advance in any such instance to the transfer of all remaining balances or other unpaid accruals attributed or owed to you at any prior time, to YEAY, whether by action of YEAY directly, or through such affirmative action of your own which may be reasonably requested by YEAY. You additionally covenant to do any other thing reasonably necessary to effectuate such transfer, including signing any reasonable form of assignment, release, affidavit, or the like, attesting to and/or effectuating the transfer to YEAY.

16. Warranty Disclaimers. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Services. WE ARE NOT RESPONSIBLE OR LIABLE FOR USER GENERATED CONTENT, INCLUDING, WITHOUT LIMITATION, COMMUNICATIONS, AND WE MAKE NO WARRANTY OR REPRESENTATION OF ANY KIND IN REGARD TO USER GENERATED CONTENT. YEAY ASSUMES NO RESPONSIBILITY FOR ANY USER’S OR THIRD PARTY’S FAILURE TO COMPLY WITH ANY APPLICABLE LAWS AND REGULATIONS. WE EXPLICITLY DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USER OR OTHER THIRD PARTY. WE DO NOT, AND CANNOT CONTROL YOUR INTERACTION WITH ANY USER OR OTHER THIRD PARTY; WE EXPRESSLY DISCLAIM ANY LIABILITY ARISING FROM SUCH INTERACTION.

17. Limitation of Liability. 

17.1 For the purposes of this Section 17, “YEAY”, “we”, or “us” shall include YEAY, its parents, subsidiaries, affiliates, investors, agents, and successors and assigns.

17.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER YEAY NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS TOS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT YEAY OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU ACKNOWLEDGE THAT YEAY SHALL NOT BE RESPONSIBLE OR LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY OR ANY THIRD PARTY’S CONTENT, WHETHER OR NOT SUCH CONTENT IS ACCESSED THROUGH THE SERVICES (INCLUDING ANY USER GENERATED CONTENT), AND THAT ANY RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

17.3 PRODUCT LIABILITY DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO CLAIMS, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, ARE MADE BY US AS TO THE SAFETY, RELIABILITY, DURABILITY AND PERFORMANCE OF ANY OF THE THIRD PARTY PRODUCTS AND/OR SERVICES ACCESSED AND OR PURCHASED IN CONNECTION WITH OUR SERVICES. YEAY DOES NOT OFFER, SELL, CREATE, MANUFACTURE, WARRANT, CONTROL, OR PROVIDE ANY GUARANTEE AS TO THE CONDITION OR NATURE OF ANY PRODUCTS REFERENCED WITHIN, ACCESSED FROM, AND/OR PURCHASED IN RELATION TO OUR SERVICES. THIRD PARTY BRANDS USE OUR SERVICES TO INFORM A BROADER MARKET ABOUT THEIR PRODUCTS AND/OR SERVICES. YEAY DOES NOT PARTICIPATE IN ANY WAY IN THE MANUFACTURING, CREATION OR ACTUAL SALES OF THE BRAND’S PRODUCTS OR SERVICES. AS SUCH, WE ACCEPT NO LIABILITY WHATSOEVER FOR THE SAFETY, RELIABILITY, DURABILITY AND PERFORMANCE OF ANY PRODUCTS OR SERVICES PURCHASED IN RELATION TO OUR SERVICES. OUR SERVICES DO NOT CONSTITUTE A SALES VENUE FOR THIRD PARTY PRODUCTS OR SERVICES, AND AS SUCH, WE SHALL NOT BE LIABLE, WHETHER UNDER (WITHOUT LIMITATION) CONTRACT, TORT, AND/OR UNDER ANY THEORY OF STRICT LIABILITY FOR ANY THIRD PARTY PRODUCTS OR SERVICES.  IN NO EVENT SHALL YEAY BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL CONSEQUENTIAL DAMAGES, TO PROPERTY OR LIFE, WHATSOEVER ARISING OUT OF OR CONNECTED WITH THE USE OR MISUSE OF THIRD PARTY PRODUCTS OR SERVICES PURCHASED IN RELATION TO YEAY SERVICES.

17.4. PRODUCT SHIPPING LIABILITY DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO CLAIMS, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, ARE MADE BY US AS TO THE SHIPMENT OF ANY THIRD PARTY PRODUCTS PURCHASED IN RELATION TO THE YEAY SERVICES. PRODUCTS PURCHASED IN RELATION TO THE YEAY SERVICES ARE PURCHASED DIRECTLY FROM THE THIRD PARTY BRANDS, AND AS SUCH, YEAY DOES NOT CONTROL ANY MEANS OF SHIPMENT OF SAID PRODUCTS. FURTHERMORE, WE ACCEPT NO LIABILITY WHATSOEVER FOR THE CONDITION UPON ARRIVAL OR SHIPMENT OF ANY PRODUCTS PURCHASED USING OUR SERVICES. IN NO EVENT SHALL YEAY BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL CONSEQUENTIAL DAMAGES, TO PROPERTY OR LIFE, WHATSOEVER ARISING OUT OF OR CONNECTED WITH THE SHIPPING OR DELIVERY OF PRODUCTS PURCHASED FROM THIRD PARTY BRANDS IN RELATION TO YEAY SERVICES. 

17.5 TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL YEAY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS TOS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED TWENTY DOLLARS ($20).

17.6 THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YEAY AND YOU. By using the Services, you accept and acknowledge that you understand the foregoing warranty disclaimer and limited liability terms.

18. Governing Law and Forum Choice. This TOS and any action related thereto will be governed by the laws of Germany, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 19 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and YEAY are not required to arbitrate will be the courts located in Berlin, Germany, and you and YEAY each waive any objection to jurisdiction and venue in such courts.

19. Dispute Resolution. 

19.1 Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to this TOS or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and YEAY agree that you and YEAY are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this TOS.

19.2 Exceptions and Opt-out. As limited exceptions to Section 19.1 above: (i) you may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. 

19.3 Class Action Waiver. YOU AND YEAY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

19.4 Severability. With the exception of any of the provisions in Section 19.3 of this TOS (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of this TOS is invalid or unenforceable, the other parts of this TOS will still apply.

20. General Terms. 

20.1 Reservation of Rights. YEAY and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of Germany, the United States and other countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

20.2 Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between YEAY and you regarding the Services and Content, and supersede and replace all prior oral or written understandings or agreements between YEAY and you regarding the Services and Content. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of hereof will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without YEAY’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. YEAY may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

20.3 Notices. Any notices or other communications provided by YEAY under this TOS will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of sending will be deemed the date on which such notice is transmitted.

20.4 Waiver of Rights. YEAY’s failure to enforce any right or provision of this TOS will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of YEAY. Except as expressly set forth in this TOS, the exercise by either party of any of its remedies under this TOS will be without prejudice to its other remedies under this TOS or otherwise.

21. Contact Information. If you have any questions about this TOS or the Services, please contact YEAY at: 

Email: support@yeay.com 

Address: Stefan-Heym-Platz 1, 10367 Berlin Germany

Last amended: June 21st, 2023 © YEAY GmbH