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INCWTY2020-07-31
<br />with Customer, or may terminate or suspend YALP's delivery of
<br />Products at any time: (i) if Customer is in breach of these Terms
<br />and/or the Agreement; (ii) if YALP reasonably suspects that
<br />Customer is using Products to breach the law or infringe third
<br />party rights; (iii) if YALP reasonably suspects that Customer
<br />is trying to unfairly exploit or misuse the complaint policy, or any
<br />of YALP's policies; (iv) if YALP reasonably suspects that
<br />Customer is using Products fraudulently, or that Products
<br />provided to Customer are being used by a third party
<br />fraudulently; (v) for a force majeure event that continues for more
<br />than thirty (30) days; NO if Customer fails to pay any amounts
<br />due to YALP; (vii) if required due to change in
<br />laws/regulation by a regulator or authority with a lawful mandate,
<br />or by any of YALP's partners; (viii) in respect to a particular YALP
<br />Product, upon thirty (30) days' notice if YALP decides to cease
<br />offering that Product; (ix) the bankruptcy of the Customer has
<br />been applied for; (x) an attachment is levied on the goods of
<br />Customer; (xi) Customer is liquidated or discontinued; and/or
<br />(xii) Customer is in violation of any applicable laws or
<br />regulations.
<br />9.4 Upon suspension and/or termination of the Agreement, all
<br />invoiced sums will become immediately due and payable. In
<br />the event of suspension of performance by YALP,YALP may at
<br />its sole discretion resell any Products ordered by Customer,
<br />at a public or private sale without notice to Customer and
<br />without affecting YALP's rights to hold the Customer liable for
<br />any loss or damage caused by breach of contract by Customer.
<br />30 Warranty
<br />10.1 Provided that a correctly completed My Yalp Product and
<br />Warranty Registration (the "Registration") has been returned to
<br />YALP, YALP will provide the warranty set forth in the Registration.
<br />This YALP warranty is for a period of five (5)years as of the date
<br />of first purchase and covers parts only. The YALP warranty is
<br />only valid if and when a valid service agreement has been
<br />executed by Customer and Customer is not breaching its
<br />obligations towards YALP. PLEASE READ THE
<br />REGISTRATION CAREFULLY BECAUSE IT CONTAINS
<br />ADDITIONAL WARRANTY LIMITATIONS AND RESTRICTIONS.
<br />10.2 The YALP warranty does not cover faults or damages arising
<br />from improper storage, installation, unauthorized use or misuse of
<br />Products, and improper or defective environmental
<br />circumstances, or a failure caused by a product for which YALP
<br />is not responsible.
<br />10.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
<br />LAW, AND UNLESS STATED IN WRITING BY YALP, ITS
<br />LICENSORS,THIRD PARTY SUPPLIERS, AND AFFILIATES
<br />HEREBY DISCLAIM ALL WARRANTIES, CONDITIONS, CLAIMS
<br />OR REPRESENTATIONS WITH RESPECT TO THE YALP
<br />PRODUCTS, WHETHER EXPRESS, IMPLIED, STATUTORY OR
<br />OTHERWISE, INCLUDING, BUT NOT LIMITED TO IMPLIED
<br />WARRANTIES OR CONDITIONS OF MERCHANTABILITY,
<br />QUALITY, NON -INFRINGEMENT, COMPATIBILITY OR OF
<br />FITNESS FOR A PARTICULAR PURPOSE. SPECIFICALLY, YALP
<br />DOES NOT WARRANT INTERNET OR ANY OTHER DATA
<br />CONNECTION WITH THE PRODUCT. NO ADVICE OR
<br />INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM
<br />YALP OR ELSEWHERE WILL CREATE ANY WARRANTY
<br />OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS.
<br />11 Liability, limitation of damages and indemnification
<br />111 NEITHER YALP NOR ITS OFFICERS OR EMPLOYEES OR
<br />AFFILIATES MAY BE HELD LIABLE WHETHER IN CONTRACT,
<br />WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY
<br />OTHER FORM OF LIABILITY FOR ANY CLAIM, DAMAGE, OR
<br />LOSS, (AND CUSTOMER HEREBY WAIVES ANY AND ALL
<br />SUCH CLAIMS OR CAUSES OF ACTION), ARISING OR
<br />RELATING TO ALL ACTS AND/OR OMISSIONS RELATING
<br />TO PRODUCTS USED, DISTRIBUTED, OR SOLD BY
<br />CUSTOMER.
<br />112 IN NO EVENT SHALL YALP, ITS AFFILIATES OR ITS
<br />LICENSORS BE LIABLE, AND WHETHER ARISING UNDER
<br />CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE),
<br />PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY,
<br />Ya i 1P
<br />A NEW WAY TO PLAY
<br />FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR
<br />CONSEQUENTIAL DAMAGES, OR ANY LOSSOF INCOME,
<br />BUSINESS, SALES, PROFITS (WHETHER ACTUAL OR
<br />ANTICIPATED), LOSS OF OR CORRUPTION TO DATA, OR
<br />INTERRUPTION OF BUSINESS.
<br />113 NOTWITHSTANDING ANYTHING ELSE IN THIS
<br />AGREEMENT TO THE CONTRARY, YALP'S AGGREGATE
<br />LIABILITY ARISING OUT OF THE AGREEMENT, OR IN
<br />CONNECTION WITH ANY SALE OR USE OF ANY OF THE
<br />PRODUCTS, WHETHER SUCH LIABILITY ARISES FROM ANY
<br />CLAIM BASED UPON ANY CONTRACT, WARRANTY, TORT
<br />OR OTHERWISE, SHALL IN NO CASE EXCEED THE TOTAL OF
<br />AMOUNTS PAID TO YALP FOR PRODUCTS DELIVERED
<br />PURSUANT TO THE AGREEMENT, DURING THE TWELVE
<br />(12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST
<br />DATE OF THE LIABILITY CLAIM OR $100,000, WHICHEVER IS
<br />LESS.114THE LIMITATIONS ON YALP'S LIABILITY ABOVE SHALL
<br />APPLY WHETHER OR NOT YALP, ITS EMPLOYEES,
<br />LICENSORS OR ITSAFFILIATES HAVE BEEN ADVISED OF THE
<br />POSSIBILITY OF SUCH LOSSES OR DAMAGES.
<br />12 Indemnification
<br />CUSTOMER AGREES TO INDEMNIFY, DEFEND AND HOLD
<br />YALP, ITS PRESENT AND FUTURE OFFICERS, DIRECTORS,
<br />SHAREHOLDERS, EMPLOYEES, AGENTS AND ITS AFFILIATES
<br />HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS,
<br />DEMANDS, LOSSES, DAMAGES, PENALTIES, LIABILITY AND
<br />COSTS,INCLUDING REASONABLE ATTORNEYS' FEES, IN
<br />CONNECTION WITH, OR ARISING OUT OF CUSTOMER'S
<br />BREACH OF THE AGREEMENT OR THESE TERMS, OR
<br />ARISING OUT OF ANY USE, DISTRIBUTION, OR SALE OF THE
<br />YALP PRODUCTS BY CUSTOMER, UNLESS SUCH WAS THE
<br />RESULT OF YALP'S WILFUL MISCONDUCT, GROSS
<br />NEGLIGENCE OR FRAUD.
<br />13insurance
<br />Customer shall maintain sufficient insurance policies in
<br />connection to possible claims relating to the Products sold by
<br />Customer
<br />14 Severability
<br />If any provision of these Terms, the Agreement or any other
<br />agreement between the Parties, is held to be null, void or
<br />otherwise ineffective or invalid by a court of competent
<br />jurisdiction, (i) such provision shall be deemed to be restated
<br />to reflect as nearly as possible the original meaning ofthe
<br />terms or agreement in accordance with applicable law, and (ii)
<br />the remaining terms, provisions, covenants and restrictions shall
<br />remain in full force and effect.
<br />15 Force majeurs
<br />YALP will not be liable for any delay in performing or failure to
<br />perform any of its obligations under these Terms or the
<br />Agreement caused by events beyond its reasonable control.
<br />YALP will notify Customer promptly in writing of the reasons
<br />for the delay or stoppage (and the likely duration) and will
<br />take all reasonable steps to overcome the delay or stoppage.
<br />16 Assignment
<br />Customer is not permitted to assign, delegate or otherwise
<br />transfer the Agreement or any rights hereunder. Any such
<br />attempted assignment, delegation or transfer will be null and
<br />void. YALP is permitted at its sole discretion to assign the
<br />Agreement or any rights or obligations hereunder to any
<br />third party, without giving prior notice.
<br />17 Entire agreement
<br />The Agreement and these Terms contain the entire agreement
<br />between YALP and Customer regarding Customer's purchase of
<br />the Products, and supersedes and replaces any previous
<br />communications, representations or agreements, or Customer's
<br />additional or inconsistent terms, whether oral or written.
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