TERMS OF SERVICE

Last Updated: December 1, 2023

Please read these terms of service (“Terms of Service”) carefully before using YELLOW COMPUTER’s services or website. By accessing or using any of YELLOW COMPUTER’s services or websites, you agree to be bound by these terms of service and all terms incorporated by reference. If you do not agree to all the terms and conditions, then you may not access or use any of YELLOW COMPUTER’s services or websites.

  1. ACCEPTANCE OF TERMS

1.1 Your access to and use of any YELLOW COMPUTER owned website (“Site“) and mobile applications (including WAP sites), or any YELLOW COMPUTER services or products (collectively, the “Services”) constitutes your agreement to these Terms of Service. If you do not or cannot agree to these Terms of Service, you must leave the Site and terminate your access to and use of the Services immediately. If you agree to these Terms of Service on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms of Service, in which case the terms “you” or “your” shall refer to that company or other legal entity.

1.2 YELLOW COMPUTER reserves the right to change or modify any of the terms and conditions contained in these Terms of Service at any time and for any reason. YELLOW COMPUTER will notify you of any changes by posting the revised Terms of Service on the Site at least seven (7) days prior to such changes taking effect and will indicate at the top of the Terms of Service in timestamped format the date of the most recent revision. Your continued access or use of the Site or Services after any such changes become effective constitutes your acceptance of the revised Terms of Service. Should you not agree to the revised Terms of Service, you must cease using and accessing the Site and Services.

  1. ACCOUNT REGISTRATION AND SECURITY

2.1 In order to access certain features of the Site or Services, you may be required to become a registered user and select a password and user name (“User Account“). You agree to provide accurate, current and complete information during the registration process and to update your User Account information to keep it accurate, complete and current.

2.2 You are responsible for maintaining the confidentiality and security of your password. You shall be responsible for all uses of your User Account, including transactions and charges incurred, whether or not authorized by you.

2.3 You agree to immediately notify YELLOW COMPUTER of any unauthorized use of your User Account, password or any other breach of security related to the Site or Services. YELLOW COMPUTER will not be liable for any loss or damage arising from your failure to comply with this clause.

  1. RIGHTS OF USE AND INTELLECTUAL PROPERTY

3.1 The Services contain material such as photographs, graphics, video, audio, text, music, data, computer code, website designs, software, and other information (collectively, the “YELLOW COMPUTER Content”) protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.

3.2 The Site, Services and the YELLOW COMPUTER Content are owned or controlled by YELLOW COMPUTER. Subject to your full compliance with these Terms of Service, you are granted a limited non-exclusive, non-transferable right to access and use the Site, Services and YELLOW COMPUTER Content solely for the purposes of purchasing products or obtaining services from YELLOW COMPUTER.

3.3 The YELLOW COMPUTER Content is provided to you for your information and personal use only and may not be used in connection with any commercial endeavors except those specifically endorsed or approved by YELLOW COMPUTER.

3.4 You agree not to deep-link to the Site for any purpose without YELLOW COMPUTER’s express written permission. You agree not to circumvent, disable or otherwise interfere with any security related features of the Site or features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein.

3.5 YELLOW COMPUTER and/or its licensors retain all intellectual property rights in all YELLOW COMPUTER Content. Except for the limited license granted under Clause 3.2, no rights in patents, copyrights, trade secrets, trade or service marks, and other proprietary rights of YELLOW COMPUTER or its licensors are transferred to you.

  1. PURCHASE OF PRODUCTS AND SERVICES

4.1 You understand and agree that your purchase of any products, services or subscriptions from YELLOW COMPUTER constitutes your agreement to be bound by all such terms and conditions as are specified on the Site in relation to such products, services or subscriptions. You should therefore carefully review all applicable Service specifications and terms prior to purchase or using any such product or service.

4.2 You understand that your ability to purchase certain products or services from YELLOW COMPUTER may depend upon your eligibility. YELLOW COMPUTER reserves the sole and final right to determine your eligibility.

4.3 All prices and descriptions on the Site are subject to change at any time without notice, at the sole discretion of YELLOW COMPUTER.

4.4 No Services are sold to persons under the legal purchase age in their place of residence. YELLOW COMPUTER reserves the right to ask for proof of identity and age from any user prior to delivery of Services.

  1. PAYMENT AND FEES

5.1 You agree that YELLOW COMPUTER may charge your credit card, debit card, or other payment mechanism selected by you and approved by YELLOW COMPUTER (“Payment Method”) for all amounts due and owing in connection with your use of the Services, as set forth in the applicable Order Form or otherwise used or ordered by or for you through the Services, including set up fees, one-time fees, non-recurring fees, overages, per-use charges, subscription fees, recurring fees, and any other fees and charges associated with the Services or your account (“Charges”).

5.2 Payment in full of the amounts indicated on the invoice or order form are required prior to delivery of any YELLOW COMPUTER product or service.

5.3 Certain YELLOW COMPUTER Services may be available on a subscription basis. Unless the subscription is canceled by you or terminated early by YELLOW COMPUTER as permitted under these Terms of Service, the subscription will continue for consecutive periods of the same length as the initial period at YELLOW COMPUTER’s prevailing monthly, quarterly or annual rate.

5.4 Fees are non-refundable unless the product or service is faulty or misrepresented by YELLOW COMPUTER. YELLOW COMPUTER reserves the right to issue refunds at its sole discretion. You agree that all payments are non-cancelable for the Initial Subscription Term or the then-current Renewal Term, as applicable, and are final and non-refundable, unless otherwise agreed to by YELLOW COMPUTER, or set forth in your Order Form.

5.5 YELLOW COMPUTER reserves the right to change its prices or introduce new charges from time to time, and to determine the eligibility requirements for any discounted or promotional pricing.

5.6 You agree that if YELLOW COMPUTER is unable to collect the Charges for the Services through your Payment Method, YELLOW COMPUTER may, to the extent not prohibited by applicable Law, take any other steps it deems necessary to collect such Charges from you and that you will be responsible for all costs and expenses incurred by YELLOW COMPUTER in connection with such collection activity, including collection fees, court costs, and attorneys’ fees. You further agree that, to the extent not prohibited by applicable Law, YELLOW COMPUTER may collect interest at the lesser of 1.5% per month or the highest amount permitted by Law on any Charges not paid when due.

  1. SERVICE LEVELS AND AVAILABILITY

6.1 YELLOW COMPUTER shall use commercially reasonable efforts to provide continuous availability of Service, helpdesk support and uninterrupted delivery of products, subject to routine system maintenance which may involve downtime.

6.2 YELLOW COMPUTER does not guarantee 100% uptime or availability of its systems, servers or content delivery network (“CDN“). YELLOW COMPUTER shall not be liable for any damages or losses arising from interruption, suspension or termination of servers or Services made necessary by any repair, maintenance upgrade, or installation of any equipment or programs or for any other technical reason.

6.3 You agree that YELLOW COMPUTER has no control over the flow of data to and from the Internet and acknowledges that at times, the functioning of Services may be interrupted or slowed by problems with the Internet beyond our control, including but not limited to reasons such as, power outages, limitations on available bandwidth or connectivity, lack of coverage or disruptions due to signal strength or connectivity outages.

6.4 Unless otherwise expressly provided, YELLOW COMPUTER has no obligation to provide end user support services or technical assistance directly to you or your customers. Fees paid hereunder do not include any end user support, training or technical assistance services. In the event any such services are provided, separate written terms of engagement and fees shall be agreed.

6.5 YELLOW COMPUTER does not guarantee or warrant that the processes performed, files transferred or transmitted or the results obtained via the Services shall be uninterrupted, error-free, or completely secure.

  1. LIMITATION OF LIABILITY

7.1 In no circumstances shall YELLOW COMPUTER be liable for any direct, indirect, incidental, special consequential or exemplary damages, including but not limited to damages for loss of profits, goodwill, use or data, interruption of business, or other intangible losses arising out of or in connection with (a) your use of or inability to use YELLOW COMPUTER services or products; (b) your purchase of Services from YELLOW COMPUTER; (c) changes made to any Service or for any permanent or temporary cessation in the provision of any Service; (d) unauthorized access to any entry, exit point or other connected machine or item controlled or monitored through the Services; (e) the downloading or uploading of any materials through the Services provided by YELLOW COMPUTER; (f) user statements or conduct on the Services; or (g) any other matter or cause relating to the Services or the use thereof.

7.2 In no event shall YELLOW COMPUTER’s liability arising out of or in connection with this Agreement exceed the total amounts paid by you under this Agreement in the 12-month period preceding the event giving rise to such liability. The limitation of liability shall apply to any damages however caused, including through negligence but shall not be applied to damages resulting from YELLOW COMPUTER’s willful misconduct or gross negligence.

7.3 You acknowledge and agree that the allocation of risk reflected in this clause constitutes an important part of the basis of the bargain between the parties.

  1. INDEMNIFICATION

You agree to release, indemnify, defend and hold harmless YELLOW COMPUTER and its officers, directors, employees, contractors, agents, licensors, service providers, subcontractors, suppliers, interns and representatives from and against any and all losses, liability, expenses, damages and costs, including reasonable attorneys’ fees, that arise from (i) any violation of these Terms of Service or any applicable law by you; (ii) your negligence or willful misconduct; (iii) your use or misuse of the Site, Services, or any part thereof; or (iv) infringement or misappropriation by you, or arising from your use of the Site or

  1. DISCLAIMERS

9.1 The Services, including any customized designs, software, content or other materials used or provided, are provided “as is” without warranty of any kind and any implied warranties, including warranties or merchantability and fitness for a particular purpose, are disclaimed to the fullest extent permitted under law.

9.2 While YELLOW COMPUTER strives to provide a good service for its customers through the Services, due to system limitations, software problems or other technical issues, disruptions or delays may occur from time to time and YELLOW COMPUTER cannot guarantee continuous, uninterrupted or secure access to the Services.

9.3 YELLOW COMPUTER does not represent or warrant that the information accessible via Services is accurate, complete or current.

9.4 YELLOW COMPUTER reserves the right to limit, suspend, or terminate Services to any user and/or to prohibit or restrict usage of/access to the Services for any reason and at any time. YELLOW COMPUTER will not have any liability for any loss, cost or damage, direct or indirect, relating to any suspension, termination or restriction whatsoever.

9.5 Due to system requirements and limitations on data transmission over the Internet, the response time for communications between your systems and the Services may be slower at times than with other Internet services or online systems and may at times be slower than offline systems.

9.6 YELLOW COMPUTER accepts no liability whatsoever for, and you agree to indemnify YELLOW COMPUTER against, any claims based on user content contained in any communications between you and other users of the Services, any claims relating to any transaction entered into between users of the Services and/or any claims relating to the provision of products, services or information by other users through or in connection with the Services.

  1. USAGE RESTRICTIONS

10.1 You agree to use the Site, Services, and any YELLOW COMPUTER Content only for lawful purposes. You are prohibited from any use of the Site and/or Services that would constitute a violation of any applicable laws or regulations, including export control laws and regulations of any relevant jurisdiction.

10.2 You shall not copy, reproduce, republish, upload, post, transmit, capture, record and/or distribute in any way the YELLOW COMPUTER Content or any portion of the Services without YELLOW COMPUTER’s prior written consent.

10.3 Except as expressly authorized herein, any use, reproduction, modification or distribution of the YELLOW COMPUTER Content, in whole or in part, will violate copyright and other proprietary rights unless expressly permitted by these Terms of Service or agreed to in writing by YELLOW COMPUTER.

10.4 You agree not to access (or attempt to access) any of Services by any means other than through the interface YELLOW COMPUTER provides, unless you have been specifically allowed to do so in a separate agreement with YELLOW COMPUTER.

10.5 You agree that you will not use or attempt to use any “robot,” “spider,” “scraper,” “deep-link,” “offline reader” or other automated means to access, acquire, copy, or monitor any portion of the Site or any YELLOW COMPUTER Content.

  1. DE-ACTIVATION

11.1 YELLOW COMPUTER reserves the right to immediately de-activate any password and refuse any services at its sole discretion.

11.2 YELLOW COMPUTER reserves the right to deactivate any Services or suspend access to any portion or all of the System without prior notice during scheduled or unscheduled downtime.

11.3 If in YELLOW COMPUTER’s sole judgment, you fail to comply with any term or provision of these Terms of Service, YELLOW COMPUTER may immediately deactivate Services, remove your User Account information and/or suspend or terminate your access to the Site, without notice to you.

  1. GENERAL TERMS

12.1 If any provision of these Terms of Service is found to be invalid by any court having competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions which will remain in full force and effect.

12.2 No waiver of any term of these Terms of Service will be deemed a further or continuing waiver of such term or any other term. Any failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision.

12.3 You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or forever barred.

12.4 These Terms of Service constitute the entire agreement of the parties and supersede all prior agreements regarding the subject matter hereof.

12.5 YELLOW COMPUTER’s failure to act with respect to a breach by you or others does not waive YELLOW COMPUTER’s right to act with respect to subsequent or similar breaches. You fully indemnify, defend and hold harmless, YELLOW COMPUTER, its officers, directors, employees, agents, licensors, service providers, subcontractors, suppliers and affiliates from and against any and all losses, damages, expenses, including reasonable attorneys’ fees, costs, and liabilities that arise from any breach by you of these Terms of Service or your use of the Services.

12.6 These Terms of Service will be governed by and construed in accordance with the laws of Ontario, Canada and you agree to irrevocably submit to the exclusive jurisdiction of the courts of Ontario for any dispute or claim arising under or in connection with these Terms of Service or your use of the Site and/or Services.

  1. MODIFICATIONS TO THE TERMS AND CONDITIONS

13.1 YELLOW COMPUTER reserves the right to modify these Terms of Service from time to time, at any time without prior notice, and your continued access or usage of the Services and/or Site will signify your acceptance of the updated Terms of Service.

13.2 If any modification is unacceptable to you, your only recourse is to terminate your access and discontinue your use of the Services and Site. Your continued access or use of the Services and/or Site following the posting of a change to these Terms of Service will constitute binding acceptance of those changes.

  1. PRIVACY POLICY

14.1 In the course of using the Services, YELLOW COMPUTER may collect information regarding the Services from its Users through registration, purchasing, surveys or other means.

14.2 By using the Services you acknowledge and agree that your information will be collected and used in accordance with YELLOW COMPUTER’s Privacy Policy established at our website. It is your responsibility to review YELLOW COMPUTER’s Privacy Policy to understand how your personal information will be collected and used.

  1. COPYRIGHT COMPLAINTS

15.1 YELLOW COMPUTER respects the intellectual property of others, and we ask our Users to do the same. If you believe that your work has been copied in any way that constitutes copyright infringement, you may notify YELLOW COMPUTER under the Digital Millennium Copyright Act (“DMCA“).

15.2 To file a DMCA Notification, please provide our Designated Agent with the following information in writing: identification of the copyrighted work claimed to have been infringed; identification of the material that is claimed to be infringing and information reasonably sufficient for YELLOW COMPUTER to contact you; information reasonably sufficient for YELLOW COMPUTER to contact the complaining party; and a statement by you that you have a good faith belief that the disputed use of the copyrighted work is not authorized by the copyright owner, its agent, or the law.

15.3 All DMCA requests submitted to YELLOW COMPUTER should be sent to our DMCA Agent or via email to the address provided on our website.

  1. TERMINATION OF SERVICES BY YELLOW COMPUTER

16.1 Your access to and use of the Services may be terminated at any time, without prior notice and at YELLOW COMPUTER’s sole discretion.

16.2 Upon cancellation, termination or suspension of access to and use of the Services, you shall not use or display any YELLOW COMPUTER Content or Confidential Information.

16.3 Upon cancellation, termination or suspension of access to and use of Services, YELLOW COMPUTER may delete or deactivate your online account and all related information and files in such account without liability to you.

  1. JURISDICTION AND VENUE

17.1 These Terms of Service shall be governed by and construed in accordance with the laws of Ontario, Canada, without respect to its choice of law provisions.

17.2 Disputes arising out of or in connection with these Terms of Service and/or your use of the Site and Services shall be subject to the exclusive jurisdiction of the courts of Ontario, Canada.

  1. ENUREMENT

These Terms shall endure to the benefit of YELLOW COMPUTER’s successors, licensees and assigns. You may not assign these Terms without the prior written consent of YELLOW COMPUTER, but YELLOW COMPUTER may assign them without your consent.

  1. ENTIRE AGREEMENT

These Terms constitute the entire Agreement between you and YELLOW COMPUTER regarding the use of the Services. No representation, statement or inducement with respect to the subject matter hereof, not contained herein, shall be valid or binding between you and YELLOW COMPUTER.

  1. FORCE MAJEURE

YELLOW COMPUTER shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.

  1. ARBITRATION

Any dispute or claim arising out of or relating to these Terms of Service or your access or use of the Site or the Services shall be determined by arbitration in accordance with the Arbitration Act (Ontario), and the rules of arbitration of the Canadian Arbitration Association. Arbitration proceedings shall be conducted in English in Ontario, Canada. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

  1. RELATIONSHIP OF THE PARTIES

The relationship between you and YELLOW COMPUTER shall not be one of agency, partnership, or employment. You have no right or authority to assume or to create any obligation or responsibility on behalf of or in the name of YELLOW COMPUTER. You shall not hold oneself out as an officer, director, employee or otherwise as a spokesperson of YELLOW COMPUTER.

  1. AGENT FOR SERVICE

If you are not a resident of Canada, you hereby appoint an Agent as your official representative for service of process and notify YELLOW COMPUTER immediately in the event of any changes to the name or address of your agent. If you fail to appoint or maintain an agent in Canada, you agree that any process may be served on you by email or registered mail at your last known address, and such service will be deemed effective notice to you.

  1. SEVERABILITY

If any part of these Terms is determined to be invalid or unenforceable, then that part will be severed from these Terms and the remainder shall remain in full force and effect.

  1. TRANSLATIONS

These Terms were originally written in English. Any translations are provided for convenience only and are not legally binding. In the event of a dispute regarding the interpretation or application of these Terms, the English version shall govern.

  1. THIRD-PARTY LINKS

The Site may contain links to third-party websites and resources. You acknowledge and agree that YELLOW COMPUTER is not responsible or liable for the availability, content, policies, or practices of any third-party websites or resources or any goods or services available from third-parties. Links do not imply an endorsement by or affiliation with YELLOW COMPUTER.

  1. VIOLATION OF TERMS

YELLOW COMPUTER reserves the right to seek all remedies available by law and in equity for violations of these Terms of Service, including but not limited to the right to block access from a particular internet address or domain to the Site.

  1. WARRANTIES AND DISCLAIMERS

YELLOW COMPUTER makes no express or implied warranties or representations with respect to the Site, Services or any products or information provided on or through the Site, including but not limited to warranties of title, non-infringement, merchantability, fitness for a particular purpose, and those arising by statute or otherwise in law or from a course of dealing or usage in trade. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.

  1. USER CONDUCT

You agree not to use YELLOW COMPUTER Services for any illegal purpose or in any way that violates these Terms. When using the Services, you will comply with all applicable laws and will not: (a) hack or gain unauthorized access to YELLOW COMPUTER systems; (b) impersonate any person or entity; (c) upload or transmit viruses, Trojan horses, time bombs, cancelbots, or other harmful, destructive or disruptive component; or (d) engage in any other activity deemed inappropriate by YELLOW COMPUTER.

  1. TERMINATION BY USER

You are solely responsible for properly terminating Services purchased on your behalf by a Reseller. You should contact your Reseller to understand applicable termination procedures. For Services purchased directly from YELLOW COMPUTER, you may terminate by providing 30 days advance written notice and discontinuing use of all YELLOW COMPUTER Services.

  1. U.S. EXPORT CONTROL LAWS

You may not access or use the Services if prohibited under U.S. export laws and regulations. By using Services, you represent that you are not on any government sanctions lists and will not use Services for nuclear, chemical or biological weapons proliferation.

  1. BETA PROGRAMS

If you participate in a beta program, your feedback may be used to improve YELLOW COMPUTER Services without compensation. Beta programs are not final product and may be subject to change or withdrawal at any time. YELLOW COMPUTER is not liable for any damages from beta participation.

  1. REFERRAL PROGRAMS

If YELLOW COMPUTER offers referral programs, only referrals from your personal networks can be used. Automated referrals, impersonation or fraudulent referrals are prohibited. YELLOW COMPUTER reserves the right to cancel bonuses or credits for violations.

  1. CONTESTS AND SWEEPSTAKES

If YELLOW COMPUTER runs any contests or sweepstakes, they may have additional terms and eligibility criteria. YELLOW COMPUTER is not responsible for lost, late or misdirected entries. Winners assume all applicable taxes.

  1. AFFILIATE/INFLUENCERS PROGRAM

If you participate in any affiliate or influencers program, you agree to its terms on the partner site and not engage in spamming or other deceptive promotion techniques. YELLOW COMPUTER reserves the right to restrict certain marketing activities.

  1. DATA OWNERSHIP

As between YELLOW COMPUTER and you, you retain ownership of your data stored or processed by YELLOW COMPUTER (including Personal Information as defined in our Privacy Policy). YELLOW COMPUTER may access and use your data to provide agreed Services.

  1. CONSUMER PROTECTION LAWS

If you are a consumer and any part of these Terms is not enforceable, the unenforceable section will be deemed removed without affecting the remaining sections.

  1. LANGUAGE OF TERMS

The controlling language of these Terms is English. If YELLOW COMPUTER provides a translation of the English language version of these Terms, such translation is provided for convenience only and will not modify the English language versions.

  1. FINANCIAL TERMS

Pricing, currency, billing frequency and payment terms are specific to your YELLOW COMPUTER plan. Payment may be made annually, quarterly or monthly. You must maintain valid payment method on file with automatic charges. All pricing is exclusive of taxes unless stated.

  1. NOTICE PROCEDURE

Except as explicitly stated otherwise, any notices must be in writing, signed by the party providing notice, and provided to the other party via email or delivered by courier or mail to the registered business address.

  1. SIGNATURES AND ACCEPTANCE

By using YELLOW COMPUTER Services in any manner, including but not limited to visiting YELLOW COMPUTER’s website or purchasing Services, you agree to these Terms. Where these Terms refer to “writing” or “written,” electronic signatures shall be equal to physical signatures. You agree we can treat electronic signatures the same as handwritten signatures.

  1. CONTACT INFORMATION

If you have any questions or concerns regarding these Terms of Service or YELLOW COMPUTER’s Services, please contact our support team at [email protected].