Welcome to Yroo! These terms and conditions (“Terms of Service” or “Agreement”) govern your access to and use of Yroo (Ireland) Limited (“Yroo”) Enhanced Storefront Services Premium Services Platform and Shopify Partner Program (collectively the “Services”, as defined below) and website accessible via http://www.yroo.com, including successor domain names or sites (the “Site”), and any and all information, text, graphics, photos, or other materials uploaded, downloaded, or appearing on the Services.

Yroo and all other products and services made available to Yroo users are not governed by these terms, but by the terms published at http://www.yroo.com/terms.html.

BY ACCESSING AND USING THE SERVICES IN ANY MANNER, YOU ARE "ACCEPTING" AND AGREEING TO BE BOUND BY THESE TERMS OF SERVICE TO THE EXCLUSION OF ALL OTHER TERMS. IF YOU DO NOT UNCONDITIONALLY ACCEPT THESE TERMS IN THEIR ENTIRETY, YOU SHALL NOT (AND SHALL HAVE NO RIGHT TO) ACCESS OR USE THE SERVICES. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. THESE TERMS SHOULD BE READ IN CONJUNCTION WITH YROO’S PRIVACY STATEMENT.

Wherever used in these Terms of Service, “you”, “your”, “Customer”, or similar terms mean the person or legal entity accessing or using 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 these Terms of Service.

Yroo reserves the right, at any time, to update and change any or all of these Terms of Service, in its sole discretion, including but not limited to the fees and charges associated with the use of the Services. If Yroo does so, it will post the modified Terms of Service on the Site, though we will notify you of any changes that, in our sole discretion, materially impact these Terms of Service. Continued use of the Services after any such changes have been made shall constitute your consent to such changes. You are responsible for regularly reviewing the most current version of the Terms of Service. When Yroo changes these Terms of Service, Yroo will modify the "Last Modified" date above. If you don’t agree to these changes, you must end your relationship with us by ceasing to use the Service. Any amendment, variation or modification to this Agreement you purport shall not be binding on Yroo.

1. Definitions

“Authorized Users” means individuals who directly access the Services via an online sign-up process, or individual users authorized by you to use the Services and who you have supplied Yroo with valid user identifications and passwords to do so. Authorized Users may include your employees, consultants, contractors, agents, or your other designees, but shall not include any employee or agent of any Yroo competitor.

“Comments” means the information, including links, posts, and excerpts, that has been made publicly available and obtained or received by Yroo on your behalf (including feedback and comments posted by users on Yroo that relate to your business) from the Internet, and data derived therefrom, including reports, summaries, graphs, and charts.

“Customer Content” means all information and data (including text, images, photos, videos, audio, and documents) or any other content in any media and format provided or made available to Yroo by or on your behalf in relation to the use of the Services.

“Fees” means the fees for the Services payable by Customer to Yroo as more particularly described in section 4.

“Fair Use Policy” means the limits placed on usage of the Services as described in Section 2.5.

“Services” means either of the Enhanced Storefront Services Platform, made available via Yroo’s proprietary software delivered through the Site and mobile applications that provide for a single log-in, centralized web dashboard that enables you and Authorized Users to manage and publish advertisement content to Yroo platforms and Yroo users (“ESS”); the Premium Services Platform made available via Yroo’s proprietary software delivered through the Site and mobile applications that provide for a single log-in, centralized web dashboard that enables Yroo to host your product catalogue on the Site (“PSP”) or, the Shopify Partner Program made available via Yroo’s proprietary software delivered through Shopify and provides a centralized web dashboard on the Site (“SPP”) including any modifications or Updates (as defined below).

“Services Form” means a document or sign-up form issued by Yroo or otherwise agreed upon by authorized representatives of Yroo and Customer which may specify, among other things, the Services, the Fees, the Term, and any other details.

“Login” means user-level right to access the Services.

“Taxes” means all taxes, assessments, charges, fees, and levies that may be levied or based upon the sale or license of goods and/or services, as the case may be, including all sales, use, goods and services, value added, and excise taxes, custom duties, and assessments together with any instalments with respect thereto, and any interest, fines, and penalties with respect thereto, imposed by any governmental authority (including federal, state, provincial, municipal, and foreign governmental authorities).

“Term” has the meaning set out in section 5 below.

2. Yroo Services

2.1 Services and Support. In consideration of the Fees and your compliance with this Agreement Yroo hereby grants to you for the Term, solely for your personal or internal business purposes, a non-exclusive, non-transferrable, non-sublicenseable revocable licence to access and use the Services in accordance with these Terms (“Licence”).

Yroo will use commercially reasonable efforts to make the Services available to you and your Authorized Users. Yroo will provide standard support between the hours of 9am and 5pm from Monday to Friday (except on public holidays in Ireland or Canada). Expected response times during the support hours through support@yroo.com shall be 48 hours from the time of the original message.

2.2 Updates and Functionalities. You acknowledge that from time to time Yroo may apply updates to the Services and that such updates may result in changes in the appearance and/or functionality of the Services (including the addition, modification, or removal of functionality, features, or content). Excluding the addition of wholly new products, Yroo shall provide, implement, configure, install, support, and maintain at its own cost any and all updates, upgrades, enhancements, improvements, releases, corrections, bug fixes, patches, and modifications to the Services (collectively, “Updates”). You acknowledge and agree that the Services interoperate with your online affiliate/marketing network (“Affiliate Network”), and that the Services provided are highly dependent on the availability of such Affiliate Network. If at any time your Affiliate Network ceases to make their program available to Yroo on reasonable terms, Yroo may cease to provide such features to you without entitling you to refund, credit, or other compensation.

Acceptable Use. You shall (i) be responsible for your and your Authorized Users’ compliance with these Terms of Service, including the Fair Use Policy; (ii) be solely responsible for the accuracy, quality, integrity, and legality of Customer Content and of the means by which you acquired or generated Customer Content; (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, including keeping you password and user name confidential and not permitting any third party to access or use your user name, password, or account for the Services; (iv) be solely responsible and liable for all activity conducted through your account in connection with the Services; (v) promptly notify Yroo if you become aware of or reasonably suspect any security breach, including any loss, theft, or unauthorized disclosure or use of your (or any Authorized User’s) user name, password, or account; (vi) use the Services only in accordance with applicable laws and government regulations; (vii) comply in all respects with all applicable terms of the Third-Party Services (as defined in section 2.6) that you subscribe to or otherwise access in connection with your use of the Services. You must not (a) make the Services available to anyone other than to your Authorized Users; (b) allow more than one individual Authorized User to use a Login; (c) sell, trade, or otherwise transfer your Logins to another party; (d) use the Services to store or transmit any content, including Customer Content, that may be infringing, defamatory, threatening, harmful, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws, or send spam or other unsolicited messages in violation of applicable law; (e) upload to, or transmit from, the Services any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or other harmful component; (f) except as expressly permitted by applicable law, attempt to reverse engineer, de-compile, hack, disable, interfere with, disassemble, copy, or disrupt the integrity or the performance of the Services, any third-party use of the Services, or any third-party data contained therein (except to the extent such restrictions are prohibited by applicable law); (g) access the Services in order to build a competitive product or service or copy any ideas, features, functions, or graphics of the Services; (h) attempt to gain unauthorized access to the Services or its related systems or networks; or (i) authorize, permit, or encourage any third party to do any of the above.

2.4 Comments. You understand and agree that by using the Services you may be exposed to third-party content, information, and Comments that might be unlawful, offensive, harmful, inaccurate or otherwise inappropriate. Yroo does not own, control, or review Comments, and unless Customer creates the content of Comments, Comments shall not be considered “Customer Content” under any circumstances. Comments may be indecent, offensive, inaccurate, unlawful, or otherwise objectionable. Yroo has no obligation to preview, verify, flag, modify, filter, or remove any Comments, even if requested to do so, although Yroo may do so in its sole discretion. Your use of Comments is at your sole risk, and Yroo shall not be liable to you or any third party in relation to Comments.

2.5 Fair Use Policy. Yroo may suspend your access to the Services for abusive practices that degrade the performance of any of the Services for you and/or other customers of Yroo.

2.6 Third-Party Products and Services. You acknowledge and agree that the Services may enable or assist you to access and/or interact with services from Affiliate Networks and other third parties via third-party websites or applications (collectively, “Third-Party Services”). When you access Third-Party Services, you will do so at your own risk. Any use of Third-Party Services is governed solely by the terms and conditions of such Third-Party Services (and you shall comply with all such terms and conditions), and any contract entered into, or any transaction completed via any Third-Party Services, is between you and the relevant third party, and not Yroo. Yroo makes no representation and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such Third-Party Services or any transactions contemplated or completed and any contract entered into by you with any such third party.

2.7 Warranties. Customer acknowledges and agrees that other than providing a facility for Customer to connect with retail customers, Yroo has no involvement and shall have no involvement in the process of the sale and purchase of goods and services through the Site and shall have no responsibility or liability to Customer or any other person in connection with the sale and purchase of any of Customer’s goods or services displayed on the Site. Customer hereby represents, warrants and undertakes (i) the goods and services it sells through visits to the Site shall be fit for the purpose intended by the Customer and shall comply with all express and implied warranties including those implied by applicable law; (ii) will perform its other obligations under this Agreement subject to, and in accordance with, all applicable laws and good industry practice in a timely manner; (iii) it will not do anything to prejudice the name or reputation of Yroo or Yroo’s interests, or those of its affiliates; (iv) it shall promptly inform Yroo as soon as it becomes aware of any event or circumstance that may delay or otherwise impact its proper performance of its obligations under this Agreement; (v) it shall promptly inform Yroo as soon as it becomes aware of any event or circumstance that may delay or otherwise impact its proper performance of its obligations under this Agreement; (vi) it shall comply with applicable laws, including applicable consumer laws, and shall use all reasonable endeavours to ensure that in performing or non-performance of its obligations under this Agreement it shall not cause Yroo to be in breach of any applicable law.

2.8 Non-Exclusivity. You acknowledge and agree that the rights granted to you under this Agreement are non-exclusive and that nothing in this Agreement will be interpreted or construed to prohibit or in any way restrict Yroo’s right to license, sell or otherwise make available the Services to any third party or perform any services for any third party.

3. Intellectual Property

3.1 Yroo Services. As between you and Yroo, Yroo retains all right, title, and interest in and to the Site and the Services. Nothing herein shall be construed to restrict, impair, encumber, alter, deprive, or adversely affect the Services or any of Yroo’s rights or interests therein or any other Yroo intellectual property, brands, information, content, processes, methodologies, products, goods, services, materials, or rights, tangible or intangible. All rights, title, and interest in and to the Services not expressly granted in this Agreement are reserved by Yroo. You may from time to time provide suggestions, comments or other feedback to Yroo with respect to the Services (“Feedback”). Feedback, even if designated as confidential by you, shall not create any confidentiality obligation for Yroo notwithstanding anything else. You shall, and hereby do, grant to Yroo a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty- free, fully paid-up license to use and exploit the Feedback for any and all purpose.

3.2 Customer Content. You hereby grant Yroo a limited, worldwide, non-exclusive, non- transferable (except as set forth in Section 9.1), royalty free and fully paid-up license, without a right to sublicence other than to Yroo affiliates, to access, use, reproduce, electronically distribute, transmit, perform, format, display, store, archive, and index the Customer Content for the purpose of supporting your use of the Services and providing the Services to you. Yroo may also use Customer Content for the purpose of supporting and developing the Site, provided that when doing so, Yroo shall only use Customer Content in an anonymized and aggregated way. Subject only to the limited license expressly granted herein, you and your Authorized Users shall retain all right, title and interest in and to the Customer Content and all intellectual property rights therein. Nothing in this Agreement will confer on Yroo any right of ownership or interest in the Customer Content or the intellectual property rights therein, except the limited rights granted under this section 3.2.

3.3 Responsibility for Customer Content. You are solely responsible for all Customer Content you or Authorized Users upload, publish, display, link to, or otherwise make available via the Services, and you hereby agree that Yroo is only acting as a passive conduit for the online distribution and publication of the Customer Content and the online display of your wares. Yroo will not review, share, distribute, or reference any Customer Content or goods except as provided herein, or as may be required by applicable law. Notwithstanding the foregoing, Yroo reserves the right to remove any Customer Content uploaded that it deems in violation of this Agreement, at its sole discretion.

4. Yroo Products and Fees

4.1 Purchases by Services Form. You agree to pay all Fees as and when described in the Services Form(s). Yroo shall invoice you for the Fees in the currency set forth in the applicable Services Form. Unless otherwise stated in the Services Form, all invoices shall be payable within 30 days of the invoice date. Any disputed amounts shall not affect payment of non- disputed amounts. You shall make payments to the entity and address set forth in the invoice.

4.2 Yroo Services. For Yroo Services and other paid services made available through Yroo (“Paid Services”), you must provide Yroo with a valid credit card or other forms of cash payment (e.g., PayPal) to pay for Services. If you are purchasing Paid Services via an online purchase, you can choose to purchase on a monthly or yearly subscription. You must provide Yroo with a valid credit card or PayPal account, and you authorize Yroo to charge the credit card or PayPal account for the recurring subscription, as per the auto renewal terms below. In addition, you agree that Yroo has permission to retain and/or share with financial institutions and payment processing firms (including any institutions or firms Yroo retains in the future) your submitted payment information in order to process your purchase. Subscription to Yroo Services and Paid Services are billed in advance on a monthly or yearly basis (as per the option you have chosen when you purchased Services) and are non-refundable for the subscription period they are purchased for. Depending on where you transact with us, the type of payment method used and where your payment method was issued, your transaction with us may be subject to foreign exchange fees or differences in prices, including because of exchange rates. Yroo does not support all payment methods, currencies, or locations for payment. If the payment method you use with us, such as a credit card, reaches its expiration date and you do not edit your payment method information or cancel or your account, you authorize Yroo to continue billing your credit card and/or PayPal account and you remain responsible for any uncollected amounts. Your obligation to pay Fees continues through to the end of the subscription period during which you cancel your subscription. All applicable taxes are calculated based on the billing information you provide us at the time of purchase.

4.4 Auto-renewal and Cancellation. Yroo Paid Services are for subscriptions that renew automatically, such as monthly or annually (depending on the option chosen when you purchased Paid Services). You agree that Yroo may process your credit card or PayPal account on each monthly, annual, or other renewal term (based on the applicable billing cycle), on the calendar day corresponding to the first day you subscribed to a paid subscription. If your paid subscription to Yroo Paid Services began on a day not contained in a subsequent month (e.g., your service began on January 30 and there is no February 30), Yroo will process your payment on the last day of such month. If you subscribed to a yearly plan, any cancellation will only be effective at the end of the then-current annual billing period and no credits or refunds will be issued to you for prepaid Fees.

4.5 Late Payment. Without prejudice to any other right or remedy that Yroo may have, if any amounts due hereunder are not received by Yroo by its due date, then at Yroo’s discretion: (i) Yroo may charge interest on the overdue amount at the rate of 12% per year or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date received by Yroo in cleared funds; and/or (ii) Yroo may suspend Customer’s access to the Services if overdue amounts are not received by Yroo in cleared funds within 10 days’ of Yroo’s written request for payment.

4.6 Taxes and Withholdings. You are responsible for paying all Taxes associated with the subscription to the Services. If Yroo has the legal obligation to pay or collect Taxes for which you are responsible under this section, the appropriate amount shall be invoiced to and paid by you, unless you provide Yroo with a valid tax exemption certificate authorized by the appropriate taxing authority. Any and all payments by or on account of the compensation payable under this Agreement shall be made free and clear of and without deduction or withholding for any Taxes. If you are required to deduct or withhold any Taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, Yroo receives an amount equal to the sum it would have received had no such deduction or withholding been made.

5. Term and Termination

5.1 Yroo Services. If you sign-up for Yroo Services this Agreement shall commence on the day you the Services become active for the first time and shall continue until your account is cancelled.

5.2 Termination. If you violate these Terms of Service, abuse the Services, or otherwise create risk or possible legal exposure to Yroo, Yroo can terminate or suspend your access to the Services at its sole discretion. Yroo will notify you by email or at the next time you attempt to access the Services. You may cancel or disable your Yroo account at any time. For cancellation procedure, and for further assistance, please e-mail support at: support@yroo.com.

5.3 Effects of Termination. Upon termination of this Agreement for any reason, (i) the Licence shall immediately terminate and you shall immediately cease all use of the Services; (ii) you will have no further access to your accounts provided by Yroo; and (iii) you will pay Yroo all unpaid amounts owing to Yroo.

5.4 Survival. Any provision of this Agreement (or part thereof) which, either by its terms or to give effect to its meaning must survive and such other provisions which expressly, or by their nature are intended to survive termination shall survive the expiration or termination of this Agreement.

6. Warranty Disclaimer

SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. EXCEPT AS EXPRESSLY PROVIDED HEREIN, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, Yroo EXPRESSLY EXCLUDES AND DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, Yroo SPECIFICALLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, AND NONINFRINGEMENT, THAT ITS SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT ITS SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ERROR-FREE. IN ADDITION, Yroo DOES NOT WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM Yroo OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. Yroo DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY IN RELATION TO THE CONTENT MADE AVAILABLE THROUGH THE SERVICES, INCLUDING THE CUSTOMER CONTENT OR ANY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES. YROO DOES NOT CONTROL OR VET CUSTOMER CONTENT AND IS NOT RESPONSIBLE FOR WHAT USERS POST, TRANSMIT, OR SHARE ON OR THROUGH THE SERVICES. YROO IS NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY THIRD-PARTY SERVICES OR AFFILIATE NETWORKS ASSOCIATED WITH OR UTILIZED IN CONNECTION WITH THE SERVICES, INCLUDING THE FAILURE OF ANY SUCH THIRD- PARTY SERVICES OR AFFILIATE NETWORKS. YROO EXPRESSLY DENIES ANY RESPONSIBILITY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. IF YOU ARE DISSATISFIED OR HARMED BY Yroo OR ANYTHING RELATED TO Yroo, YOU MAY CANCEL YOUR Yroo ACCOUNT AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 4.4 (AUTO-RENEWAL AND CANCELLATION) OR SECTION 5.2 (TERMINATION), AS APPLICABLE, AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY (AND YROO’S SOLE AND EXCLUSIVE LIABILITY).

7. Indemnification

7.1 Your Indemnification. You shall defend, indemnify, and hold harmless Yroo, its affiliates, directors, officers, employees, and agents from and against all claims, losses, damages, penalties, liability, and costs, including reasonable attorneys’ fees, of any kind or nature which are in connection with or arising out of a claim (a) alleging that the Customer Content or your use of the Services infringes or violates the intellectual property rights, privacy rights, or other rights of a third party or violates applicable law; (b) relating to, or arising from, Customer Content, or your breach of Section 2.3 or Section 2.5; (c) relating to, or arising from, Third-Party Services; or (d) relating to or arising from breach of any of the warranties set out in Section 2.7.

8. Limitation of Liability

SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL YROO’S AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY KIND, INCLUDING ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BY STATUTE, CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER OF (A) THE FEES PAID BY YOU FOR THE SERVICES HEREUNDER DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE AND (B) €500. YROO DOES NOT OFFER ANY WARRANTY OR REMEDIES FOR THE INTERRUPTION OR CESSATION OF ACCESS OR TRANSMISSION TO OR FROM THE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL YROO, ITS DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR:

  1. DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE OF DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICES OR ANY OTHER ASPECT OF THIS AGREEMENT; OR

  2. ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES.

UNDER NO CIRCUMSTANCES WILL YROO BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

THE PARTIES ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT THEIR POTENTIAL LIABILITY GIVEN THE FEES CHARGED UNDER THIS AGREEMENT, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF YROO WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS. NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR RESTRICT OR SHALL BE CONSTRUED AS EXCLUDING OR RESTRICTING THE LIABILITY OF Yroo FOR (I) DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF Yroo, ITS EMPLOYEES, OR ITS AGENTS; (II) FRAUD; OR (III) ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.

9. General

9.1 Assignment. You may not assign, hold on trust, transfer or otherwise dispose of any of your rights or obligations hereunder, whether by merger, sale of assets, change of control, operation of law or otherwise, without the prior written consent of Yroo, and any attempted assignment, transfer or other disposal without such consent will be void. Yroo may assign, delegate, sub- contract, hold on trust or novate any of its rights and/or obligations under this Agreement and Customer agrees to promptly execute any and all documents necessary or desirable for that purpose.

9.2 Amendment. Yroo reserves the right to modify, supplement, or replace the terms of this Agreement, effective upon posting on the Yroo website or notifying you otherwise. Your continued use of the Services after the effectiveness of that update will be deemed to represent your agreement with, and consent to be bound by, the new terms. Except for changes made by Yroo as described here, no other amendment or modification of this Agreement shall be effective unless set forth in a written agreement bearing a written signature by Yroo and you.

9.3 Severability. Each provision of this Agreement is severable. If any provision of this Agreement (or part thereof) is or becomes illegal, invalid or unenforceable in any jurisdiction, the illegality, invalidity or unenforceability of that provision will not affect the legality, validity, or enforceability of the remaining provisions of this Agreement or of that provision in any other jurisdiction.

9.4 Notices. For purposes of service messages and notices about the Services, Yroo may place a banner notice across its pages to alert you to certain changes such as modifications to this Agreement. Alternatively, notice may consist of an email from Yroo to an email address associated with your account, even if Yroo has other contact information. You also agree that Yroo may communicate with you through your Yroo account or through other means including email, mobile number, telephone, or delivery services including the postal service about your Yroo account or services associated with Yroo. You acknowledge and agree that Yroo shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Services. You may provide legal notice to Yroo via email with a duplicate copy sent via registered mail to Yroo (Ireland) Limited, Fitzwilliam Hall, Fitzwilliam Place, Dublin (D02T292) Ireland; Attention: Corporate Secretary. The email address provided may be updated as part of any update to these Terms of Service.

9.5 Waivers. No waiver of any provision of this Agreement is binding unless it is in writing and signed by all parties to this Agreement, except that any provision which does not give rights or benefits to particular parties may be waived in writing, signed only by those parties who have rights under, or hold the benefit of, the provision being waived if those parties promptly send a copy of the executed waiver to all other parties. No failure to exercise, and no delay in exercising, any right or remedy under this Agreement will be deemed to be a waiver of that right or remedy. No waiver of any breach of any provision of this Agreement will be deemed to be a waiver of any subsequent breach of that provision or of any similar provision.

9.6 Nature of Relationship. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.

9.7 Force Majeure. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes, lock-outs, or labor disruptions; and any laws, orders, rules, regulations, acts, or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.

9.8 Governing Law. This Agreement and your relationship with Yroo shall be governed exclusively by, and will be enforced, construed, and interpreted exclusively in accordance with, the laws of Ireland and shall be considered to have been made and accepted in Ireland. All disputes under this Agreement will be resolved by the courts Ireland. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees.

9.9 Entire Agreement. The terms of this Agreement, together with any applicable Services Form, all exhibits, constitute the entire agreement between the parties with respect to the use of the Services and supersede any prior or inconsistent agreements, negotiations, representations, and promises, written or oral, with respect to the subject matter (which the parties hereby confirm they do not rely) and is binding upon the parties and their permitted successors and assigns. In the event of any conflict between this Agreement and the terms of a Services Form, the provisions of the Services Form shall prevail. The terms of this Agreement will apply to all orders you submit to Yroo for Services and will apply to any Yroo account you register and shall supersede any additional terms you purport to incorporate in any purchase order form, or any other form you generate. Any such terms shall be null and void.

Last modified 30th May 2016

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