Terms & Conditions
These Terms and Conditions applies as between you and YB Store Launch, Yehuda Berger, BTW 0.765.640.992, with registered offices at Jacob Jordaensstraat 90, 2018, Antwerpen www.ybstorelaunch.com, (hereinafter “YB Store Launch”, “we” or “us”). Your agreement to comply with and be bound by these terms and conditions is deemed to occur upon your first use of the website and our Services.
TERMS OF SERVICE
These Terms of Service (“Terms”) govern your access to and use of our Services. You may use the Services only if you agree to form a binding contract, these Terms of Service in conjunction with your accepted quotation, with YB Store Launch and are not a person barred from receiving services under the laws of the applicable jurisdiction. If you are using the Services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so and have the authority to bind such entity to these Terms, in which case the words “you” and “your” as used in these Terms shall refer to such entity.
- Provision of the Services
- With effect from the Commencement Date, we shall, throughout the Term of this Agreement, provide the Services to you.
- We shall provide the Services with reasonable skill and care, commensurate with prevailing standards.
- We shall act in accordance with all reasonable instructions given to us by you provided such instructions are compatible with the specification of Services provided in the accepted quotation.
- We shall use all reasonable endeavors to accommodate any reasonable changes in the Services that may be requested by you, subject to your acceptance of any related reasonable changes to the Fees that may be due as a result of such changes.
- Nothing in this Agreement will be deemed to require us to undertake any act or perform any services which in our good faith judgment would be misleading, false, libelous, unlawful, in breach of a contract, or otherwise prejudicial to you or our interests.
- Your Obligations
- You shall use all reasonable endeavors to provide all pertinent information to us that is necessary for our provision of the Services.
- You may, from time to time, issue reasonable instructions to us in relation to our provision of the Services. Any such instructions should be compatible with the specification of the Services provided in the accepted quotation.
- In the event that we require the decision, approval, consent or any other communication from you in order to continue with the provision of the Services or any part thereof at any time, you shall provide the same in a reasonable and timely manner.
- If any consents, licenses or other permissions are needed from any third parties, it shall be your responsibility to obtain the same in advance of the provision of the Services (or the relevant part thereof).
- Any delay in the provision of the Services resulting from your failure or delay in complying with any of the provisions of this Clause shall not be our responsibility or fault.
- You shall be required to purchase any applicable third-party licenses for any third-party products that are necessary for us to provide and develop the Services.
- Other than as expressly and specifically set forth in the accepted quotation.
- You expressly acknowledge and accept that we do not guarantee or warrant that the Services shall lead to any particular result, nor is the success of the Services guaranteed. We shall not be liable for any use that you may make of the Services nor for advice or information given in connection therewith.
- Fees and Payment
- All payments required to be made pursuant to this Agreement by either Party shall be made in cleared funds to such bank as we may from time to time nominate, without any set-off, withholding or deduction except such amount (if any) of tax as is required to deduct or withhold by law.
- Where any payment pursuant to this Agreement is required to be made on a day that is not a Business Day, it may be made on the next following Business Day.
- Without prejudice, you expressly acknowledge and accept that besides enforcing all legal remedies available to We any sums which remain unpaid shall incur interest on a daily basis at 5% above the base rate of the National Bank of Belgium from time to time until payment is made in full of any such outstanding sums.
- Liability and Indemnity
- In the event that we fail to perform the Services with reasonable care and skill we shall carry out any and all necessary remedial action at no additional cost to you.
- Our total liability for any loss or damage caused as a result of its negligence or breach of this Agreement shall be limited to the fee charged for the relevant project as set out in the accepted quotation.
- We shall not be liable for any loss or damage suffered by you that results from your failure to follow any instructions given by us.
- Nothing in this Agreement shall limit or exclude our liability for death or personal injury resulting from our negligence.
- You shall indemnify us against any costs, liability, damages, loss, claims or proceedings arising from loss or damage to any equipment (including that belonging to any third parties appointed by us) caused by you or your agents or employees.
- Neither Party shall be liable to the other or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of that Party’s obligations if the delay or failure is due to any cause beyond that Party’s reasonable control.
Either party may terminate this Agreement at any time for material breach, provided, however, that the terminating party has given the other party at least fourteen (14) business days prior written notice, at the other party’s principal place of business, of the material breach, sufficiently detailed so that the nature of the alleged material breach is clear, and a reasonable opportunity to cure the breach. Termination for material breach will not alter or affect the terminating party's right to exercise any other remedies for breach.
- Effects of Termination
Upon the termination of this Agreement for any reason: (i) any sum owing by either Party to the other under any of the provisions of this Agreement shall become immediately due and payable; (ii) all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of this Agreement shall remain in full force and effect; (iii) termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of this Agreement which existed at or before the date of termination; (iv) subject as provided in this Clause and except in respect of any accrued rights neither Party shall be under any further obligation to the other; and (v) each Party shall immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.
- Each Party undertakes that, except as provided by a separate Confidentiality Agreement or as authorised in writing by the other Party, it shall, at all times during the continuance of this Agreement and for 5 years after its termination: (i) keep confidential all Confidential Information; (ii) not disclose any Confidential Information to any other party; (iii) not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of this Agreement; (iv) not make any copies of, record in any way or part with possession of any Confidential Information; and (v) ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of this Clause.
- Either Party may disclose any Confidential Information to: (i) any sub-contractor or supplier of that Party; (ii)any governmental or other authority or regulatory body; or (iii) any employee or officer of that Party or of any of the aforementioned persons, parties or bodies; (iv) to such extent only as is necessary for the purposes contemplated by this Agreement (including, but not limited to, the provision of the Services), or as required by law; and (v) use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of this Agreement, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information that is not public knowledge.
- The provisions of this Clause shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.
- All Services developed or prepared by us or our employees or Subcontractors for you hereunder that are subject to copyright, trademark, patent, or similar protection shall become the property of You and deemed “Work Product” provided that the Services are produced in final form (i.e., ready to be disseminated to the public) by us for you within six (6) months of being proposed by us and you have paid to us all fees and costs associated with creating and, where applicable, producing the Materials.
- All title and interest to Work Product shall vest in you as “works made for hire”. To the extent that the title to any such Work Product may not, by operation of law or otherwise, vest in you as a work made for hire or any such Work Product may not be considered a work made for hire, all right, title and interest therein is hereby irrevocably assigned by us to you. In order to assure that its employees and Subcontractors do not possess proprietary rights in the Work Product that are inconsistent with your possession of such rights, we will, as necessary, obtain the assignment and conveyance to you, or to us for the benefit of you, of any proprietary rights that such persons or entities may then have or may have in the future to such Work Product.
- Notwithstanding any other provision of this Agreement, we shall retain all right, title and interest in and to, including any intellectual property rights with respect to, any data, designs, processes, specifications, software, applications, source code, object code, utilities, methodologies, know-how, materials, information and skills (and any derivative works, modifications and enhancements thereto) owned, acquired or developed by us or our licensors, and regardless of whether incorporated in any Work Product,
- prior to the Effective Date;
- independently of, or not in connection with the performance of, the Services;
- in the general conduct of its business or to serve general functions that are not specific to your unique requirements; or
- if generally applicable, non-site specific and unrelated to the “look and feel” of the Materials or other deliverable, in connection with the Services (or partially in connection with the Services) (collectively, “We Materials”).
- Subject to fulfillment of your payment obligations hereunder, we hereby grant you a worldwide, perpetual, irrevocable, royalty-free, nonexclusive license, with right to sublicense (but only for the benefit of you or your permitted successors or assigns), to use our Materials actually incorporated into Work Product pursuant to this Agreement as necessary for or in connection with the use, management and maintenance of such Work Product, provided that you shall not have the right to publish or distribute our Materials other than as part of such Work Product or to create derivative works of our Materials.
- Force Majeure
- No Party to this Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
- In the event that a Party to this Agreement cannot perform their obligations hereunder as a result of force majeure for a continuous period of 30 Days, the other Party may at its discretion terminate this Agreement by written notice at the end of that period. In the event of such termination, the Parties shall agree upon a fair and reasonable payment for all Services provided up to the date of termination. Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of this Agreement.
- No Waiver
No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
- Further Assurance
Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of this Agreement into full force and effect.
- Assignment and Sub-Contracting
We shall be entitled to perform any of the obligations undertaken by it through any other member of its Service Provider or through suitably qualified and skilled sub-contractors. Any act or omission of such other member or sub-contractor shall, for the purposes of this Agreement, be deemed to be an act or omission of us.
- Relationship of the Parties
Nothing in this Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in this Agreement.
- Legal Fees
If any litigation or arbitration is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to recover reasonable attorneys' fees and costs from the other party.
- Third Party Rights
- No part of this Agreement is intended to confer rights on any third parties.
- Subject to this Clause this Agreement shall continue and be binding on the transferee, successors and assigns of either Party as required.
- Your continued use of the website will constitute your acceptance of any new or amended terms and/or updates.
- Copyright and ownership
- All of the content featured or displayed on the website, including but not limited to text, graphics, photographs, images, moving images, sound, and illustrations protected by intellectual property law other than User-Provided Content (together "Content"), is owned by YB Store Launch, its licensors, vendors, agents, and/or its Content providers.
- You must not use the website or any Content other than for its intended purpose. Except where we tell you otherwise on the website, you may view, play, print, and download documents, audio, and video found on the website for personal, informational, and non-commercial purposes only.
- You must not modify any of the materials and you must not copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information or work contained on the website.
- You are responsible for complying with all laws which apply to you and your use of the website. The website, its Content, and all related rights shall remain the exclusive property of YB Store Launch or its licensors unless otherwise expressly agreed. You will not remove any copyright, trademark, or other proprietary notices from material found on the website.
All trademarks, service marks, and trade names of YB Store Launch used as part of or in connection with the website (collectively "Marks") are trademarks or registered trademarks of the YB Store Launch Group, or its affiliates, partners, vendors, or licensors. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify YB Store Launch Marks in any way, including in advertising or publicity pertaining to distribution of materials on the website, without YB Store Launch’ prior written consent. The use of YB Store Launch Marks on any other mobile application, website, or online service is not allowed. YB Store Launch prohibits the use of YB Store Launch Marks as a "hot" link on or to any other mobile application, website, or online service unless establishment of such a link is approved in advance.
- Accuracy of information
We attempt to ensure that information on the website is complete, accurate, and current. Despite our efforts this may not always be the case. Please note that we are not required to maintain or update any such information. You should not rely on any such information and any reliance on any such information is at your own risk.
- Your provision of information
When you provide information about yourself to us or to other users of the website, including when you create an Account, you agree to: (a) provide accurate and current information, and not to provide information that attempts to impersonate another individual; and (b) maintain and promptly update such information to keep it accurate and current. If you provide any information about yourself that is untrue or inaccurate, or we have reasonable grounds to suspect that such information is untrue or inaccurate, we retain the right to suspend or terminate any account you establish, decline to provide you with services on the website, and/or refuse any or all current or future use of the website or any portion thereof.
- User-Provided Content
- You understand that all information, data, or other materials that you and other users of website upload, post, transmit, publish, display, or otherwise make available through the website, including the information provided when creating an Account and information you share with or make available to other users of the website ("User-Provided Content"), are the sole responsibility of you or the person from whom such User-Provided Content originated. This means that you, and not us, are responsible for all User-Provided Content that you upload, post, transmit, publish, display, or otherwise make available through the website.
- We do not control the User-Provided Content posted and, as such, do not guarantee the accuracy, integrity, or quality of any User-Provided Content. Furthermore, the User-Provided Content is for informational purposes only and is not intended to be a substitute for professional medical advice, diagnosis, or treatment. You understand that by using the website, you may be exposed to User-Provided Content that is offensive, indecent, or objectionable.
- We are not responsible for any User-Provided Content, and will not be liable for any loss or damage caused by any User-Provided Content or your use of or reliance on it.
- By uploading, posting, transmitting, publishing, displaying, or otherwise making available User-Provided Content through the website, you agree that:
- you are the owner of all rights in such User-Provided Content;
- Your grant of license to YB Store Launch for User-Provided Content
- By uploading, posting, transmitting, publishing, displaying, or otherwise making available User-Provided Content, you grant us a worldwide, perpetual, non-exclusive royalty-free license (with the right to sub-license) to use, reproduce, display, perform, adapt, modify, publish, or distribute such User-Provided Content in whole or in part in any form, medium, or technology (now known or later developed) as part of or in connection with the website.
- may modify or adapt User-Provided Content, including in order to transmit, display or distribute it over networks and to conform to the requirements of networks, services, or other media. We or others may, in our sole discretion, refer to your name or other identifier you provided when posting User-Provided Content. You promise that our publication and use of your User-Provided Content will not infringe the rights of any third party.
- Your conduct
- You agree to comply with all laws, rules, and regulations applicable to your access to and use of the website. In addition, you agree not to:
- upload, post, transmit, publish, display, or otherwise make available through the website any User-Provided Content that is known by you to be false, inaccurate, or misleading;
- upload, post, transmit, publish, display, or otherwise make available through the website any User-Provided Content that violates any law, statute, ordinance, or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising);
- upload, post, transmit, publish, display, or otherwise make available through the website any User-Provided Content that is, or may reasonably be considered to be, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable, or that harms minors in any way;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any User-Provided Content transmitted through the website;
- upload, post, transmit, publish, display, or otherwise make available through the website any User-Provided Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- upload, post, transmit, publish, display, or otherwise make available through the website any User-Provided Content that infringes any patent, trademark, trade secret, copyright, right of publicity, or other right of any party;
- upload, post, transmit, publish, display, or otherwise make available through the website any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
- upload, post, transmit, publish, display, or otherwise make available through the website any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
- take any action that interferes with the proper working of the website, compromises the security of the website, or otherwise damages the website or any materials or information available through the website;
- attempt to gain unauthorized access to any portion or feature of the website, to any other systems or networks connected to the website, to any of our or our service providers’ servers, or to any of the services offered on or through the website, including but not limited to by hacking, password “mining”, or any other unauthorized means;
- probe, scan, or test the vulnerability of the website or any network connected to the website or bypass the authentication measures on the website or any network connected to the website;
- use any automated means to collect information or Content from or otherwise access the website, including, but not limited to, through the use of technical tools known as robots, spiders, or scrapers, without our prior permission;
- harvest or otherwise collect and store information about other users of the website, including e-mail addresses;
- install any software, file, or code that is not authorised by the user of a computer or device or that assumes control of all or any part of the processing performed by a computer or device without the authorization of the user of the computer or device; or
- interfere with or disrupt the operation of the website or server networks connected to the website, or disobey any requirements, procedures, policies, or regulations of networks connected to the website.
- You agree to comply with all laws, rules, and regulations applicable to your access to and use of the website. In addition, you agree not to:
- Operation of the website and termination of this agreement
- Access to the website
- Neither YB Store Launch, nor any of its respective affiliates guarantee that the functions contained on the website will be uninterrupted or error-free or that defects will be corrected.
- 1We may suspend, withdraw, discontinue or change all or any part of the website without notice.
- Our responsibility for loss or damage suffered by you
- We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking these terms or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time you accepted these terms, both we and you knew it might happen.
- We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.
- The website is for domestic and private use. If you use the website for any commercial, business or resale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
- Even if we delay in enforcing this contract, we can still enforce it later
If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
- In case of contradiction between YB Store Launch Terms and Conditions and any content contained in other parts of the website or in links, YB Store Launch Terms and Conditions contained in this document prevail.
- We reserve the right to make changes to these Terms and Conditions at any time.
- The use of this website as well as any purchase agreement executed between you and us, will be subject to the version of the YB Store Launch Terms and Conditions in force at the time you place the order through this website or the day you browse this website (as applicable).
- Please check the YB Store Launch Terms and Conditions periodically for changes.
- Data protection
- Sub-contracting and assignment
YB Store Launch reserves the right to sub-contract, transfer, assign or novate all or any of our rights and obligations under YB Store Launch terms and conditions provided that your rights under YB Store Launch terms and conditions are not affected. You may not sub-contract, assign or otherwise transfer any of your rights or obligations under the YB Store Launch terms and conditions without our consent in writing.
- Events beyond reasonable control
YB Store Launch will be not held responsible for any delay or failure to perform or comply with our obligations under the YB Store Launch terms and conditions when the delay or failure arises from any cause which is beyond YB Store Launch’ reasonable control.
Each provision of the YB Store Launch Terms and Conditions shall be construed separately and independently of each other. If any provision is deemed invalid, void or otherwise unenforceable, that provision shall be deemed severable from and shall not affect the enforceability of any of the other provisions of these YB Store Launch Terms and Conditions.
- Applicable law and jurisdiction
The YB Store Launch Terms and Conditions shall be governed by the laws of Belgium. The laws of Belgium applies to the sales contract, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and YB Store Launch and you agree to submit to the exclusive jurisdiction of the Courts of Belgium.