Terms and Conditions

ADYOYO, INC. ("Company," "we," “us,” or "our"), through our website and mobile application http://www.Adyoyo.com (the "Website"), provides  interactive resources for its users (collectively, the “Services”) in conjunction with and in support of Company’s mobile device application.  The Website and the acceptance and use of Services are subject to the following Terms of Use (the "Terms"), which may be updated by Company from time to time.

By accessing the Website, including the content made available on the Website (the “Content,” as defined in Section 1, below), and/or using the Services in any way, you are agreeing to comply with and be bound by the terms of these Terms of Use (“Terms”). In addition, these Terms, including Company’s Privacy Policy, and any other policies, rules or guidelines that may be applicable to particular offers or features on the Website (collectively, the "Additional Terms") are hereby incorporated by reference into these Terms.  By using or visiting the Website, you expressly agree to be bound by these Terms and to follow these Terms and all applicable laws, guidelines, and regulations governing the Website. To the extent that there is a conflict between these Terms and Additional Terms for the activity in which you choose to participate, the Additional Terms shall govern. These Terms will remain in full force and effect as long as you are a user of the Website and in the event of termination of any membership, service or feature, you will still be bound by your obligations under these Terms, including any indemnifications, warranties and limitations of liability. Should you object to any of the terms or conditions of these Terms, any guidelines, or any subsequent modifications thereto or become dissatisfied with Company or the Website in any way, you should immediately discontinue use of the Website.

YOU AGREE THAT BY USING THIS WEBSITE YOU ARE AT LEAST 18 YEARS OF AGE AND YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT.

IF YOU ARE UNDER 18 YEARS OF AGE, YOUR PARENT AND/OR GUARDIAN AGREES ON YOUR BEHALF TO ENTER INTO THIS AGREEMENT AND BE BOUND BY THESE TERMS.  PLEASE REFER TO THE PRIVACY POLICY, INCORPORATED HEREIN BY REFERENCE, FOR INFORMATION REGARDING PERSONS UNDER THE AGE OF 18.

IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED TO USE THIS WEBSITE.

It is your responsibility to periodically review these Terms.  Nevertheless, Company reserves the right, at any time, to change the Terms by publishing notice of such changes on the Website. Any use of the Website and/or Services by you after Company's publication of any such changes shall constitute your acceptance of these Terms, as modified. You agree that Company is permitted to access and use any other information provided by you to perform the Services, including any Personally Identifiable Information (as defined in the Company’s Privacy Policy), and, if necessary, to access such information to obtain contact information in order to provide notifications relating to the Services provided to you by the Company.

1. Licenses and Website Access:  For purposes of these Terms, “Content” includes any text, message, data, photograph, image, graphic, information, audio/video files or other material on the Website and the related trademarks, service marks, logos, insignias and other intellectual property contained therein. As between you and the Company, the Content on the Website (excluding any User Content (as defined below), is owned by or licensed to the Company, subject to copyright and other intellectual property rights under the law.  Without limitation, this includes the ADYOYO  brand name (inclusive of “ADYOYO”), as well as any and all Company trademarks and service marks used on or by the Website. Content also includes the “look and feel” of the Website (including its design, layout, color combinations, button shapes and other graphical elements).  Content on the Website is provided to you “as is” for your information in connection with your use of the Services.  Company grants you a limited, revocable, nonexclusive, non-transferable license to access the Website and Content and utilize certain Services for your own personal use only, and not to modify the Website, or any portion thereof (other than as expressly permitted by Company).  Except as expressly stated in the Terms, you are not granted any right or license, by implication, estoppel, or otherwise, in or to any patent, service mark, trademark, copyright, or proprietary right of the Company or any third party, in connection with your use of the Website and any Content provided by Company or any third party on the Website.  Elements of the Website, including page headers, custom graphics, logos, sounds, images and button icons, are protected by trade dress and other state and federal laws and may not be copied or imitated in whole or in part.  Violation of these Terms, including without limitation modification or use of Content on the Website for any purpose other than those permitted in this Agreement, shall result in the automatic termination, without notice to you, of your license to access the Website and utilize the Services, and also may constitute the infringement of Company's copyright, service mark, trademark and/or other rights. You shall not attempt to access any other Company's systems, programs or data that are not made available for public use. 

2.  Restrictions on Use of Website:  You agree that in connection with your use of the Website, you will not do any of the following:

(a) Circumvent, disable or otherwise interfere with security-related features of the Website or features that prevent or restrict use or copying of any Content, or enforce limitations on use of the Website or the Content.

(b) Copy, reproduce, republish, upload, post, transmit, or distribute in any way any Content without Company's written permission, other than as expressly allowed by Company.

(c) Transmit any software or other materials that contain any viruses, worms, Trojan horses, defects, date bombs, time bombs or other items of a destructive nature.

(d) Use any data scraping, mining, robots, spiders, or similar data gathering and extraction methods within the Website or in any way reproduce or circumvent the navigational structure or presentation of the Website or its contents without the Company’s prior written consent. 

(e) Modify, adapt, sub-license, translate, sell, reverse engineer, decompile or disassemble any portion of the Website or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Website.

(f) Use any meta tags or any other "hidden text" utilizing the Company’s name or any substantially similar name without the Company’s express written consent.

(g) Request more than 500 pages of the Website in any twenty-four hour period, whether alone or acting in concert with a group of individuals.

(h) Request more than 10 media or other documents available for download from the Website in any twenty-four hour period, whether alone or acting in concert with a group of individuals.

(i) Take any action that imposes or may impose (in Company’s sole discretion) an unreasonable or disproportionately large load on our (or our third party providers') infrastructure. 

(j) Duplicate or create multiple user accounts in an attempt to circumvent our security and privacy measures and policies.

(k) "Frame" or "mirror" any part of the Website.

(l) Provide to the Company false or incorrect Personally Identifiable Information (as defined in the Company’s Privacy Policy).

(m) Remove any copyright, trademark or other proprietary rights notices contained on the Website.

(n) Use the Website or Content for any unlawful purpose.

(o) Post User Content (as defined in Section 8(d), below) on or through the Website that violates the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. 

(p) Post User Content on or through the Website that includes any “Prohibited Content” as defined below. “Prohibited Content” includes, but is not limited to, any User Content that: (i) is defamatory, abusive, harassing, threatening, or an invasion of a right of privacy of another person; (ii) is bigoted, hateful, or racially or otherwise offensive; (iii) is violent, vulgar, obscene, pornographic or otherwise sexually explicit; (iv) is harmful or can reasonably be expected to be harmful to any person or entity; (v) is illegal or encourages or advocates illegal activity or the discussion of illegal activities with the intent to commit them; (vi) infringes or violates any right of a third party including right of privacy, right of publicity, copyright, patent, trademark, service mark, trade secret or other proprietary or contractual rights; (vii) is commercial, business-related or solicits or advertises or offers to sell any products or services, whether or not for profit; (viii) contains a virus or other harmful component, or otherwise tampers with, impairs or damages the Website or any connected network, or otherwise interferes with any person or entity's use or enjoyment of the Website; (ix) does not generally pertain to the designated topic or theme of the relevant application, public forum or blog; (x) violates any specific restrictions applicable to the application, public forum or blog; or (xi) is antisocial, disruptive, or destructive, including "spamming," "flooding," and "trolling" as those terms are commonly understood and used on the Internet.

(q) Strictly Prohibited Content includes but is not limited to:

By using the Adyoyo Website and Application you fully agree that Adyoyo reserves the right to remove any listings that are on these lists and items not on these lists. Adyoyo may see an item not listed on this prohibited list and still consider it to be inappropriate for posting. These decisions are typically based on law. At times other Users will complain about a post. We will almost always remove a post when two or more Users complain. However, it is in Adyoyo’s sole discretion to remove any posted item whether or not justified or inappropriate.

Other items and posts that are strictly prohibited:

3. Creating an Account: You may browse the Website and view certain content without registering, but as a condition to using certain aspects of the Website, you may be required to register with Website and select a password and screen name ("User ID").  You shall provide Company with accurate, complete, and updated registration information.  Failure to do so shall constitute a breach of these Terms, which may result in immediate termination of your Website account.  You shall not (i) select or use as a User ID a name of another person with the intent to impersonate that person; (ii) use as a User ID a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a User ID a name that is otherwise illegal, offensive, vulgar or obscene.  Company reserves the right to refuse registration, cancel a User ID or deny your access to the Website in its sole discretion.  You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your Website password.  You shall never use another user's account without such other user's express written permission.  You will immediately notify Company in writing of any unauthorized use of your account, or other account related security breach of which you are aware.  Please read our Privacy Policy, which describes the Personally Identifiable Information we collect, use, disclose, manage and store.  You will be responsible for the confidentiality and use of your User ID, and for any and all activities (including purchases, as applicable) that are conducted through your account, and agree not to transfer or resell your use of or access to the Website to any third party.  We are not liable for any harm caused or related to the theft or misappropriation of your User ID, disclosure of your User ID, or your authorization of anyone else to use your User ID.  If you have reason to believe that your account with us is no longer secure, you must promptly change your password by visiting Website and immediately notify us of the problem by emailing us at info@Adyoyo.com.

4. Third Party Websites:  The Website may contain links to other websites, including without limitation websites of service providers, and educational institutions which are completely independent of this Website and are provided to you only as a convenience.  Company makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained in, or the products or services provided or sold by, any such third party site.  Your linking to any other websites is at your own risk and you acknowledge that you bear all risks associated with access to and use of any content, information, data, advertising, products, services, or materials on or available through such websites, and your access to and use of such websites is subject to the terms and conditions of use applicable to such websites.  You agree that the Company is not responsible for any loss or damage of any sort you may incur from dealing with such a third party website(s).  Accordingly, we strongly encourage you to become familiar with the terms of use and practices of any linked site.

YOU AGREE THAT YOUR USE OF OTHER INTERNET WEBSITES AND RESOURCES, INCLUDING WITHOUT LIMITATION, YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, SERVICES, OR ANY OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH WEBSITES AND RESOURCES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH SITES AND RESOURCES.

5.  Limitations on Services:  You acknowledge that Company may establish limits concerning use of the Services and reserves the right at any time to modify or discontinue the Services (or any part thereof), with or without notice, including but not limited to the  functionality or hours of availability, the equipment needed for its access or use, or its pricing.  Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.

YOU ACKNOWLEDGE THAT COMPANY IS NOT RESPONSIBLE OR LIABLE FOR YOUR USE OF ANY OF THE SERVICES.  You acknowledge that any limitations on Services will not be cause for a refund for any of Company’s Services or products.

6.  Termination of Services:  You agree that Company, in its sole discretion, has the right (but not the obligation) to delete or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of the Website immediately and without notice, for any reason, including, without limitation, if Company believes that you have acted inconsistently with the letter or spirit of the Terms.  Further, you agree that Company shall not be liable to you or any third party for any termination of your access to the Website, and you agree not to attempt to use the Website after said termination.

7.  Privacy and Information Disclosure:  You acknowledge and agree that Company's Privacy Policy, as contained on this Website, is incorporated herein by this reference and is thereby a part of these Terms.

8.  Ownership:

(a) Website Content.  This Website is owned and operated by the Company. All right, title and interest in and to the Content provided on this Website (excluding any User Content), including but not limited to information, documents, logos, graphics, sounds, page headers, button icons, service marks, trade dress, trademarks and images are owned either by Company or by third party authors, developers, or vendors and licensed to the Company ("Third Party Providers"). The Content and materials provided on or through the Website are intended to educate and inform you about the products and services offered or described on the Website.  Except as otherwise expressly provided by Company, none of the Content may be republished, reproduced, uploaded, displayed, posted, distributed, or transmitted, in any way, including without limitation on any other website or in a networked computer environment, and nothing on this Website shall be construed to confer any license under any of Company's intellectual property rights, whether by implication, estoppel, or otherwise. Subject to your compliance with these Terms, you may download copies of any Content required to be downloaded in connection with the Services you desire, and you may use such downloaded Content solely for your personal, non-commercial use, provided that you retain all copyright and other proprietary notices contained on such documents.  Company cannot guarantee that technical difficulties will not occur during the download of the Content or that the Content will download successfully.  You further acknowledge that you do not acquire any ownership rights by using the Website, the Content or User Content provided by any third party.  Any rights not expressly granted herein to you are hereby reserved by Company.

(b) Copyrights.  All Website design, graphics, and the selection and arrangement thereof, are owned by the Company. Copyright © 2017, ADYOYO, INC. ALL RIGHTS RESERVED.

(c) Trademarks.  The Company's logo, and all images and text, and all page headers, custom graphics and button icons are service marks, trademarks and/or trade dress of Company.  All other trademarks, service marks, product names and company names or logos cited herein are the property of their respective owners.  The trademarks, logos, and service marks displayed on the Website (collectively the "Trademarks") are the registered and unregistered trademarks of Company, Company’s licensors and suppliers, and others.  Nothing contained on the Website should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademarks without the express written permission of Company, Company’s licensors or suppliers, or the third party owner of any such Trademark. Misuse of any Trademarks is prohibited, and Company will aggressively enforce its intellectual property rights in such Trademarks, including via civil and criminal proceedings.

(d) User Content.  Company does not claim any ownership rights in the Content that you post on or through the Website (collectively “User Content”).  Company may host reviews, message boards, blog feeds, and other forums (collectively, “Forums”) on or via the Website, through which you may be able to post certain User Content.  After posting your User Content to the Website, you continue to retain any such rights that you may have in your User Content, subject to the license herein.  By displaying or publishing (“posting”) any User Content on or through the Website, you hereby grant to Company and its designees an assignable license to use, modify, delete from, add to, publicly perform, publicly display, reproduce, and distribute such User Content solely on or through the Website or other Company websites, including without limitation distributing part or all of the User Content in any media formats and through any media channels now known or hereafter devised, in Company’s sole discretion.  This license shall be non-exclusive, irrevocable, fully-paid and royalty-free, sublicensable, worldwide, and perpetual.  None of the User Content will be subject to any obligation, whether of confidentiality, attribution or otherwise, on our part and we will not be liable for any use or disclosure of any User Content.  If Company does decide, in its sole discretion, to attribute User Content to you, you hereby grant Company the right to use your user name with respect to such attribution, and waive any claims (including, without limitation, any privacy or publicity rights claims) with respect to such use of your user name.  Company may reject, refuse to post or delete any User Content for Forums for any or no reason, including User Content that in the sole judgment of Company violates these Terms or which may be offensive, illegal or violate the rights of any person or entity, or harm or threaten the safety of any person or entity.  Company assumes no responsibility for monitoring the Website for inappropriate User Content or conduct.  If at any time Company chooses, in its sole discretion, to monitor the Website, Company nonetheless assumes no responsibility for the User Content, no obligation to modify or remove any inappropriate User Content, and no responsibility for the conduct of the user submitting any such User Content.  You are solely responsible for the User Content that you post on or through the Website, and any material or information that you transmit to other parties and for your interactions with other parties (including but not limited to Third Party Providers).  Company is and shall be under no obligation to pay to user any compensation for any User Content; or to respond to any User Content.

9.  Forums.  Information on our Forums may be provided by our staff and other contributors, some of whom use anonymous screen names and are people not otherwise connected with the Company. You acknowledge that there may be a large volume of information available in our Forums and that people participating in such Forums occasionally post messages or make statements, whether intentionally or unintentionally, that are inaccurate, offensive, indecent, objectionable, obscene, threatening, harassing or encourages any such conduct, or that otherwise violate the restrictions on User Content set forth in the Terms, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Company with respect thereto.  We neither endorse nor are responsible for such messages or statements, or for any opinion, advice, information or other utterance made or displayed on the Website or Forums by third parties, whether such third parties are visitors to the Website, members, or others.  The opinions expressed in the Forums reflect solely the opinion(s) of the participants and may not reflect the opinion(s) of Company.  We are not responsible for any errors or omissions in articles or postings, for hyperlinks embedded in messages or for any results obtained from the use of such information.  Under no circumstances will we or our affiliates, suppliers or agents be liable for any loss or damage caused by your reliance on such information obtained through the Website.  If notified by a user of User Content that allegedly does not conform to these Terms, Company may in its sole discretion investigate the allegation and determine in good faith and in its sole discretion whether to remove the User Content.

10.  Making Purchases. If you wish to purchase Services or Services described on the Website (each such purchase, a "Transaction"), you will be asked to supply certain information applicable to your Transaction, including, without limitation, information related to credit card, debit card, Paypal and/or whatever payment method is accepted by Company, as well as similar and/or other related information. You understand that any such information will be treated by Company in the manner described in our Privacy Policy. You agree that all information that you provide in connection with your purchase will be accurate, current and complete. You agree to pay all charges incurred by you or any users of your account and credit card (or other applicable payment mechanism) at the price(s) in effect when such charges are incurred. You will also be responsible for paying any applicable taxes relating to your purchases.  The sale of certain products and services may be regulated by certain state, county and city laws or regulations.  You acknowledge that complying with such laws is your responsibility, and YOU AGREE NOT TO HOLD US LIABLE FOR YOUR FAILURE TO COMPLY WITH ANY LAW OR COMPANY’S FAILURE TO NOTIFY YOU OF, OR PROPERLY APPLY, ANY LAW.  You represent and warrant that all information you provide, including but not limited to all information concerning your name, address, credit card number, and other identifying information of any nature will be true, complete and correct, and that you will update all information as it changes.  You agree that you will only use credit cards belonging to you or an affiliated company. You further agree that you will not attempt to conceal your identity by using multiple Internet Protocol ("IP") addresses or email addresses to use or to purchase Company products or services. You grant Company the right to provide third parties with any information you submit for purposes of facilitating the completion of Transactions initiated by you or on your behalf. Verification of information may be required prior to the acknowledgment or completion of any Transaction. 

11.  Pricing and Fees.  Prices posted on the Website represent the fees which are payable to the Company for your purchase of Services, or use of and/or access to certain Services and/or Content.  You agree to pay all charges to your account, including applicable taxes which Company elects to invoice and collect, in accordance with billing terms in effect at the time a charge is made. We reserve the right to institute new fees or charges effective upon notice on the Website. When prompted to do so, you must provide us with valid payment information. If payments cannot be processed or are returned for any reason, we reserve the right either to suspend or terminate your order, thereby terminating all further obligations by the Company.  All applicable taxes which, as now existing or implemented by future law, Company may be required to pay or collect with respect to the sale, purchase, delivery, storage, processing, use, consumption or transportation of any of the Services shall be paid by you to Company or the applicable taxing authority upon demand by Company.  To the extent you fail to remit payment of taxes in accordance with the preceding sentence, you hereby authorize Company to charge your credit card, or other payment account on file, the full amount to be paid to applicable taxing authorities, to the extent that such taxes may be lawfully collected from or charged to the account of Company.  COMPANY SHALL NOT BE OBLIGATED TO, BUT MAY IN ITS DISCRETION, MAKE SUCH DEMAND AS PART OF COMPANY’S TRANSACTION RECEIPT OR INVOICE, AND IN ANY EVENT, YOU SHALL AT ALL TIMES BE SOLELY RESPONSIBLE FOR THE REPORTING AND PAYMENT OF ALL APPLICABLE TAXES IN CONNECTION WITH THE PURCHASE OF PRODUCTS. 

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, TO THE EXTENT YOU PURCHASE A SUBSCRIPTION PRODUCT PURSUANT TO A TRANSACTION, THE PRICING FOR SUCH PRODUCT SHALL ONLY APPLY FOR THE TERM SPECIFIED AT THE TIME OF PURCHASE, AND SHALL BE SUBJECT TO CHANGE THEREAFTER.

12.  Digital Millennium Copyright Act.  If you are a copyright owner or an agent thereof and believe that any Content, including without limitation any User Content, infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail): 

(a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(b) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

(c) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;

(d) Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;

(e) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(f) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. 

            The Company’s designated Copyright Agent to receive notifications of claimed infringement is: Wolf, Rifkin, Shapiro, Schulman & Rabkin, LLP, 3556 E. Russell Road, 2nd Floor, Las Vegas, Nevada 89120, Attn: Royi Moas, Esq.  For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to the Company’s customer service at info@Adyoyo.com.  You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.

13.  Warranty Matters and Liability of Company.  

(a) No representations or warranties, express or implied, are given regarding the Services or your use of the Website.  Company's liability is limited only to amounts actually paid by you to the Company.  If you are not satisfied with our service please contact our customer service department at info@Adyoyo.com.  Without limiting the generality of the foregoing, you agree that use of the website, the Content and the Services, including without limitation the Services, is entirely at your own risk.  Company assumes no responsibility for errors or omissions in the Services, the website or its content, including any documents and user content, or any third party website.

The website, the Services, and the Services are provided on an "as is" or "as available" basis, without any warranties of any kind. Company does not warrant the quality, accuracy, functionality, performance, merchantability, security, reliability, completeness, or timeliness of the Website, the Content, the Services, the Services or any other information, text, graphics, links or other items contained within the Website's Content or any third party website, or any other goods or services sold via the Services. 

To the fullest extent permitted by law company disclaims any warranties for and does not assume any responsibility for any incompleteness, errors, security, reliability, timeliness, viruses, harmful components or effects, vulnerabilities, bugs, problems, omissions, inaccuracies or other limitations in, or interruptions in the operation of the website, the content, the services, the Services or any other information, text, graphics, links or other items contained within the Website's Content or any third party website, or any other Services or Services received or purchased through or advertised on the Website, or accessed through any links on the Website. 

All express and implied warranties, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights are expressly disclaimed to the fullest extent permitted by law.  Company makes no commitment to update the information, including the Services and Services contained in, and sold through, the website.  You acknowledge that you are responsible for obtaining and maintaining all telephone, computer hardware and/or other equipment needed to access and use this website, and all charges related thereto.  Your use of this website, the content and/or any of the Services or Services or other products provided through the Website or any third party website are entirely done so at your own risk. 

More specifically with respect to the Services and other products sold via the Services (or otherwise on or through the Website or any third party website linked from the Website), Company expressly disclaims all warranties, express, implied or statutory with respect to the Services, including, without limitation, warranties of merchantability and fitness for a particular purpose and any warranties arising from trade usage, course of dealing or course of performance.  Any performance estimates described in any of Company’ written or electronic or magnetic media proposals or quotes or quotations, are only estimates and are not intended as express warranties.  Any samples provided by Company for your use, and any descriptions, illustrations or other information in trade literature, brochures or other documentation or electronic media shall not be construed as warranties in any respect, and any failure to conform with such samples, descriptions, information, or illustrations shall not constitute any breach of these Terms.  No sales personnel, employees, agents or representatives of Company and no third parties are authorized to make any representation, warranty or covenant, whether in writing or orally, on behalf of Company. 

By placing an order with Company, you hereby affirm that you have not relied upon the skill or judgment of Company or any of Company’s agents, employees or representatives to select or furnish goods or materials for any particular purpose, and the sale is made without any warranty by Company that the material is suitable for any particular purpose.   

(b) Changes, Misprints, Errors And Cancellations. Subject to applicable law, we: (i) reserve the right to change the Services and Services advertised or offered for sale through the Website, the prices or specifications of such Services and Services, and any promotional offers and any other Content at any time and from time to time without any notice or liability to you or any other person; (ii) cannot guarantee that Services or Services advertised or offered for sale on the Website will be available when ordered or thereafter; (iii) reserve the right to limit quantities sold or made available for sale; (iii) do not warrant that Content (including without limitation product descriptions or photographs) are accurate, complete, reliable, current or error-free; and (iv) reserve the right to cancel, to terminate or not to process orders (including accepted Transactions) where the price or other material information on the Website is inaccurate or when we recognize abuse of our policies. If we do not process an order for such reason, we will advise you that the order has been cancelled and will either not charge you or will apply credit to the payment type used in the order.  If we are legally required to collect sales tax on Services you order, the tax amount will be added automatically to your purchase price. On rare occasions an error in our state sales tax database may cause the sales tax charge to be incorrect. If this happens, at any time up to two years from your date of purchase you may contact us for a refund of tax overcharges. This right to a refund is your exclusive remedy for sales tax errors.

14.  Waivers

Adyoyo was created to help introduce buyers and sellers to sell new and used products. Adyoyo will never represent and hereby discloses that it does not or will not own any of the products sold. Adyoyo has no control over the items bought and sold over its Website or Application. Adyoyo does not review the products offered for sale, does not confirm the products and is not a party to the transaction.  Therefore, Adyoyo is not liable directly or indirectly for any disputes between Buyers and Sellers. Adyoyo further does not warrant any products sold and shall not be liable for any consequential, or incidental damages as a result of anything bought and sold. 

Any photo or video posted of the product cannot be verified to be accurate. Adyoyo does not guarantee the accuracy and quality of the posted product. Adyoyo cannot guarantee or verify the description of the product either.  This remains the responsibility of the Users.

Adyoyo shall remain harmless from any disputes arising between Buyer and Seller. All disputes must be resolved between Buyer and Seller.

Users by using the Application and Website further release Adyoyo from liability in regard to the operation and functionality of the Application or Website.

At times Users will include a link to other third party websites. Adyoyo is not responsible for content, services or information from other websites. 

15.    Limitations of Liability:

(a) Under no circumstances shall company, its affiliates, officers, directors, advisory board members, employees, shareholders, members, managers, licensors, suppliers, advertisers, sponsors, attorneys or agents be liable to you or any third party under any contract, negligence, strict liability or other theory arising out of or relating in any way to the Services, the Website, the Services, and/or any Content, including without limitation any user content, contained in the Website, or any other linked website or any product or service purchased through the Website or any other site, for any direct, indirect, incidental, punitive, special, consequential or exemplary damages (even if company has been advised of the possibility of such damages), including without limitation, damages for loss of business, loss of data or lost profits) resulting from any aspect of your use of any Services, the Website or the Services, whether the damages arise from use or misuse of any Services, the Website or the Services, from inability to use any Services, the Website or the Services, or the interruption, suspension, modification, alteration, or termination of the Website or the Services. Such limitation shall also apply with respect to damages incurred by reason of other services or products received through or advertised in connection with the Website or the Services or any links on the Website, as well as by reason of any information received through or advertised in connection with the Website or the Services or any links on the Website.  These limitations shall apply to the fullest extent permitted by law. If your use of Content from this Website results in the need for servicing, repair or correction of equipment or data, you assume any costs thereof.

(b) To the extent that the foregoing limitations on liability in Section 14(a) above are limited or restricted by law, your sole and exclusive remedy and company’s absolute limit of liability in connection with any lawsuit, claim or cause whatsoever directly or indirectly relating to or arising out of or relating in any way to the Website, the Services, and/or any Content, whether based on contract, tort or any other legal theory of recovery, shall in all cases be strictly limited to the price paid by you directly to Company in connection with such access to or use of the Services, Services, and/or any Content. 

(c) You acknowledge and agree that in no event shall Company be liable for any direct, indirect, incidental, punitive, special, consequential or exemplary damages (even if company has been advised of the possibility of such damages), to you or any third party.

(d) Company shall not be liable for any failure to perform in accordance with a Transaction (or any other order for goods or services), including, without limitation, failure to deliver the Services caused for any reason, in whole or in part, beyond Company’s reasonable control, including, but not limited to, production schedules of Company’s suppliers, unavailability of materials, labor disturbances, acts of God, earthquake, fire, flood, weather, terrorism or transportation difficulties.

16.  Indemnity and Customer Warranty.  You agree to defend, indemnify and hold Company, affiliates, officers, directors, advisory board members, employees, shareholders, members, managers, licensors, suppliers, advertisers, sponsors, attorneys or agents harmless from any claim, action, loss, expense, or demand, including reasonable attorneys' fees and court costs, made by any third party due to or arising out of your use of the Website, its Content and/or the Services and/or any User Content, your violation of the Company’s Terms and/or Privacy Policy, or your breach of any of the representations and warranties herein.

17.  General Release of Claims.  As such may apply to your usage of the Services, the Website and/or its Content, and/or the Services, you, on behalf of yourself, your spouse, and each of your heirs, beneficiaries, executors, administrators, attorneys, agents, representatives, successors and assigns, hereby forever release and discharge Company, and each of its employees, members, managers, officers, contractors, attorneys, agents, representatives, successors and assigns, and any person or entity acting by, though, under or in concert with any of them, from and against, and forever waive, forfeit and relinquish, each and every claim, action, demand, right, lien, covenant, agreement, contract, representation, warranty, indemnity, obligation, debt, cause of action, liability, lawsuit, litigation, loss, damage (including consequential damages and penalties), fee, cost and expense (including costs and expenses of counsel), of every and whatever type, kind, nature, description or character, whether sounding in law, equity, contract, tort, statute or otherwise, and whether or not presently or later known, existing, asserted, suspected, liquidated, fixed, contingent, matured or anticipated, that arises out of, relates to or otherwise is in any way connected with your access or use of the Website, its Content and/or the Services (each a “Claim,” collectively, “Claims”).

            You intend for this Section 15 to serve as a general release, and you recognize that you may have Claims of which you are totally unaware and unsuspecting, but that which you are nevertheless releasing and giving up by consenting to the Terms and using the Website, and providing the foregoing general release.  In furtherance of such understanding and intention, as applicable, you acknowledge that you are familiar with the provisions of California Civil Code Section 1542, and you waive all such provisions of California Civil Code Section 1542, which provides as follows::

SECTION 1542.  (EXTENT OF GENERAL RELEASE.)  A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

You also acknowledge and agree that nothing contained in this Section 15 shall release or discharge you from you representations, warranties, covenants and agreements set forth in, and from your duties and obligations assumed under, these Terms.

You shall forever refrain and forebear from commencing, instituting or prosecuting any lawsuit, action or other proceeding against the Company and other parties released hereunder arising out of or in any way connected with any Claim that is released or discharged under these Terms.

You represent and warrant to the Company that you have not assigned any Claim released or discharged under the Terms, and you shall indemnify, defend, protect and hold harmless the Company and other parties from and against any and all Claims that the Company and/or other parties shall suffer or incur as a result of or arising in connection with any breach of the foregoing representation and warranty.

18.  Essential Basis of Bargain.  YOU ACKNOWLEDGE THAT COMPANY HAS SET ITS PRICES AND PROVIDED ACCESS TO OR USE OF THE WEBSITE, THE SERVICES, DOCUMENTS OR TOOLS AND/OR ANY CONTENT IN RELIANCE OF THE LIMITATIONS OF LIABILITY, THE DISCLAIMERS OF WARRANTIES AND DAMAGES, THE GENERAL RELEASE, AND THE INDEMNITY SET FORTH HEREIN IN SECTIONS 13-16, AND THAT THE SAME FORM AN ESSENTIAL BASIS UPON WHICH THESE TERMS ARE ESTABLISHED, AND UPON WHICH COMPANY HAS PROVIDED TO YOU ACCESS TO OR USE OF THE WEBSITE, THE SERVICES AND/OR CONTENT.  YOU AGREE THAT THE LIMITATIONS OF LIABILITY, THE DISCLAIMERS OF WARRANTIES AND DAMAGES, THE GENERAL RELEASE, AND THE INDEMNITY SET FORTH HEREIN IN SECTIONS 13-16 WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

19.  Promotional Offers, Contests and Sweepstakes:  We may from time to time offer participation in promotional offers, contests and sweepstakes on our Website. Your participation in these offers, contests and sweepstakes is governed by the express rules applicable to each such offer, contest or sweepstakes.  Without limitation, this includes all promotions specific to wireless devices.

20.  Technical Support Issues: If you encounter a technical problem when attempting to print or otherwise access your completed form, or some other problem you may encounter in attempting to utilize our Services and/or Content, Company's customer service representatives may be able to assist you with your problem.

            If you contact Company's customer service representatives and request that a customer service representative remotely control your computer in order to try to resolve your technical problem, you acknowledge and accept that Company has no obligation to do so, and, if it does so, shall not be liable for any technical problems that may persist or arise with your computer after doing so.

21.  Inaccuracy.  From time to time there may be information on our Website that contains typographical errors, inaccuracies, or omissions. We may correct errors, inaccuracies, or omissions and change or update information at any time without notice. We apologize for any inconvenience this may cause you. 

22.  Termination of Use.  Notwithstanding anything contrary in these Terms, we reserve the right, without notice and in our sole discretion, to suspend or terminate your ability to use the Website (which would include deleting or deactivating your account, blocking your email or IP address, and/or blocking or preventing your future access to and use of the Website).  You agree that Company shall not be liable to you or any third party for any suspension or termination of your access to the Website.  Further, you agree not to attempt to use the Website after said suspension or termination unless you have received prior written permission from Company. Upon any termination, you must promptly destroy all Materials downloaded or otherwise obtained from this Website, as well as all copies of such Materials, whether made under this agreement or otherwise.

Ability to Accept Terms of Service

You affirm that you are 18 years of age or older, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Website Terms,  and to abide by and comply with these Website Terms.  If you are under 18 years of age, then please do not use the Website. There are lots of other great web sites for you. Talk to your parents about what sites are appropriate for you.

23.  General information:  The Terms constitute the entire agreement between you and Company and govern your purchase of Company’s Services, use of the Website, its Contents and/or the Services, superseding any prior agreements between you and Company. The failure of Company to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. The Terms do not limit any rights that Company may have under trade secret, copyright, patent, trademark or other laws. The employees of Company are not authorized to make modifications to the Terms, or to make any additional representations, commitments, or warranties binding on Company, except in a writing signed by an authorized officer of Company. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.

You warrant, represent and agree that, by accessing and/or using of the Website, its Content and/or the Services and/or any User Content , you (i) do so with knowledge of any and all rights that you may have with respect to the provisions of these Terms, (ii) have carefully read and considered these Terms and fully understand its contents and the significance of its contents, (iii) are consenting to these Terms of your own informed and free will, based upon such party’s own judgment and without any coercion or fear of retaliation, and (iv) you have been afforded the opportunity to obtain independent legal advice with respect to these Terms.

THE TERMS AND THE RELATIONSHIP BETWEEN YOU AND COMPANY SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEVADA WITHOUT REGARD TO ANY CONFLICTS OF LAWS PRINCIPLES.

Further, you agree that all actions or proceedings arising in connection with your use of the Website and these Terms shall be tried and litigated exclusively in the State and Federal courts located in the County of Clark, State of Nevada. The aforementioned choice of venue is intended to be mandatory and not permissive in nature, thereby precluding the possibility of litigation between you and the Company with respect to or arising out of this Agreement in any jurisdiction other than that specified in this paragraph. You hereby waive any right you may have to assert the doctrine of forum non convenience or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this paragraph, and stipulate that the State and Federal courts located in the County of Clark, State of Nevada shall have in personam jurisdiction and venue over you for the purpose of litigating any dispute, controversy, or proceeding arising out of or related to your use of the Website or these Terms. You hereby authorize and accept service of process sufficient for personal jurisdiction in any action against you as contemplated by this paragraph by registered or certified mail, return receipt requested, postage prepaid. Any final judgment rendered against a party in any action or proceeding shall be conclusive as to the subject of such final judgment and may be enforced in other jurisdictions in any manner provided by law. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Website, the Content, any User Content, the Services and/or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. You also agree that the Terms shall not be construed against the drafting party, i.e., Company.  

EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THESE TERMS.  FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.  EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THIS AGREEMENT.

YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Further, unless both you and Company agree otherwise, the trier of fact may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

In addition, in the event of a breach of these Terms by you, the Company will, in addition to all other remedies available to it, be entitled to equitable relief by way of a temporary restraining order, or preliminary or permanent injunction and any other legal or equitable remedies. This provision will not be construed as a waiver of the rights which the Company may have for damages under these Terms or otherwise, and all of the Company's rights and remedies will be unrestricted.

If any provision of these Terms as applied to any party or to any circumstance shall be found by a court of competent jurisdiction to be void, invalid or unenforceable, the same shall in no way affect any other provision of these Terms, the application of any such provision in any other circumstance, or the validity or enforceability of these Terms, and any provision that is found to be void, invalid or unenforceable shall be curtailed and limited only to the extent necessary to bring such provision within the requirements of the law.

24. Questions:  If you have any questions, comments or complaints regarding these Terms or the Website, feel free to contact us at info@Adyoyo.com. 

25. Notice for California Users. Under California Civil Code Section 1789.3, California users of the Website are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

Last Updated: July 7, 2017 

Mobile Application End User License Agreement

This Mobile Application End User License Agreement (“Agreement”) is a binding agreement between you (“End User” or “you”) and ADYOYO, INC., a Nevada corporation (“Company”). This Agreement governs your use of the ADYOYO mobile application on your mobile device (including all related programming and documentation, the “Application”). The Application is licensed, not sold, to you.

BY CLICKING THE “AGREE” BUTTON, DOWNLOADING THE APPLICATION, OR OTHERWISE ACCESSING THE APPLICATION AND/OR THE GOODS AND SERVICES PROVIDED BY THE APPLICATION, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE AND YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, USE OR OTHERWISE ACCESS THE APPLICATION AND DELETE ANY INSTANCE OF IT OR ITS CONTENT FROM YOUR MOBILE DEVICE.  IF YOU ARE UNDER 18 YEARS OF AGE, YOUR PARENT AND/OR GUARDIAN MUST AGREE ON YOUR BEHALF TO ENTER INTO THIS AGREEMENT AND BE BOUND BY THESE TERMS.  PLEASE REFER TO THE PRIVACY POLICY, INCORPORATED HEREIN BY REFERENCE, FOR INFORMATION REGARDING PERSONS UNDER THE AGE OF 18.  IF YOU ARE UNDER 18 YEARS OF AGE AND YOUR PARENT AND/OR GUARDIAN DOES NOT EXPRESSLY CONSENT TO YOUR USE OF THE APPLICATION, DO NOT DOWNLOAD, INSTALL, USE OR OTHERWISE ACCESS THE APPLICATION AND DELETE ANY INSTANCE OF IT OR ITS CONTENT FROM YOUR MOBILE DEVICE.  IF YOU ARE THE GUARDIAN OR PARENT OF A USER UNDER 18 YEARS OF AGE, AND YOU PROVIDE YOUR CHILD WITH CREDIT CARD INFORMATION TO BE ENTERED INTO THE APPLICATION, SUCH USE OF A CREDIT CARD SHALL BE DEEMED TO BE YOUR ACCEPTANCE OF THIS AGREEMENT.

 

         It is your responsibility to periodically review the terms of this Agreement. Further, Company reserves the right, at any time, to change the terms of use by publishing notices of such changes via the Application. Any use or access of the Application by you after Company’s publication of any such changes shall constitute your acceptance of this Agreement, as modified. You agree that Company is permitted, in accordance with Company’s privacy policy, located at adyoyo.com/application-privacy-policy and incorporated herein by this reference (the “Privacy Policy”), to access and use any information provided by you to utilize the Application, including any Personally Identifiable Information (as defined in the Privacy Policy), and, if necessary, to access such information to obtain contact information in order to provide notifications relating to the Application. Additionally, as part of the interactive end user experience created and facilitated by the Application in connection with live music performances, you hereby agree that Company and the Application, through its programming and interactive functionality, may access, utilize and/or activate certain functions of your Mobile Device (as defined below), including but not limited to the device’s screen, flash and other audio/visual and light-related functions.

1.  License Grant. “Content” includes any text, message, data, photograph, image, graphic, information, audio/video files or other material in, by, through or in connection with the Application and the related trademarks, service marks, logos, insignias and other intellectual property contained therein. As between you and Company, Content in the Application, is owned by or licensed to Company, subject to copyright and other intellectual property rights under the law.  Subject to the terms of this Agreement, Company grants you a limited, revocable, non-exclusive and nontransferable license to:

(a)  download, install and use the Application and access Content for your personal, non-commercial use on a single Mobile device owned or otherwise controlled by you (“Mobile Device”) strictly in accordance with the Application’s documentation; and

(b)  access, stream, download and use on such Mobile Device the Website Content and Services (as defined in Section 6) made available in or otherwise accessible in or through the Application, strictly in accordance with this Agreement and the Website Policies applicable to such Website Content and Services as set forth in Section 6.

 

            Content, including any User Content (defined below), and services provided in or through the Application are provided to you “as is” in connection with your use of the Application.  Except as expressly stated in this Agreement, you are not granted any right or license, by implication, estoppel, or otherwise, in or to any patent, service mark, trademark, copyright, or proprietary right of Company or any third party, in connection with your use of the Application and any Content provided by Company or any third party through or in the Application.  Elements of the Application, including page headers, custom graphics, logos, sounds, images and button icons, are protected by trade dress and other state and federal laws and may not be copied or imitated in whole or in part.  Violation of this Agreement, including without limitation modification or use of Content in the Application for any purpose other than those permitted in this Agreement, shall result in the automatic termination, without notice to you, of your license to access and use the Application, and also may constitute the infringement of Company’s copyright, service mark, trademark and/or other rights. You shall not attempt to access any other of Company’s systems, programs or data that are not made available for public use.

            Company has and will retain sole control over the operation, provision, maintenance and management of the Application.  End User has and will retain sole control over the operation, maintenance and management of, and all access to and use of, End User’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by End User or through the use of third-party services ("End User Systems"), and sole responsibility for all access to and use of the Application and Services by any person by or through the End User Systems or any other means controlled by End User, including any: (i) information, instructions or materials provided by any of them to the Application, Services, or Company; (ii) results obtained from any use of the Application or Services; and (iii) conclusions, decisions or actions based on such use.

            Company makes no representation or warranty regarding how and when the Services will deliver any specific content, and there is no guarantee that you will be able to properly view inputted data through the Application.  It is Company’s goal to deliver unmatched content and quality, however, please be advised that Company cannot guarantee that technical difficulties will not occur during the download and/or streaming of the Services.

2.  License Restrictions. End User shall not:

(a)  Copy, reproduce, republish, upload, post, transmit, or distribute in any way the Application or any Content without Company’s written permission, other than as expressly allowed by Company hereunder.

(b) Modify, adapt, sub-license, translate, sell, reverse engineer, decompile or disassemble any portion of the Application or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Application.

(c) Remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Application, including any copy thereof.

(d) Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Application or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time.

(e) Circumvent, disable or otherwise interfere with security-related features of the Application or features that prevent or restrict use or copying of any Content, or enforce limitations on use of the Application or Content.

(f) Transmit through, in or by the Application, any software or other materials that contain any viruses, worms, Trojan horses, defects, date bombs, time bombs or other items of a destructive nature.

(g) Use any data scraping, mining, robots, spiders, or similar data gathering and extraction methods within the Application or in any way reproduce or circumvent the navigational structure or presentation of the Application or its Contents without Company’s prior written consent.

(h)  Use any “hidden text” without Company’s express written consent.

(i) Take any action that imposes or may impose (in Company’s sole discretion) an unreasonable or disproportionately large load on Company’s (or Company’s third-party providers’) infrastructure.

(j) Duplicate or create multiple user accounts in an attempt to circumvent Company’s security and privacy measures and policies.

(k) “Frame” or “mirror” any part of the Application.

(l) Provide to Company false or incorrect Personally Identifiable Information (as defined in Company’s Privacy Policy).

(m) Use the Application or Content for any unlawful purpose.

(n) Post User Content in or in or through the Application that violates the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity.

(o) Use the Application for any unlawful purpose or any purpose which may violate the terms upon which Third-Party Materials are sublicensed to you hereunder.

(p)  Post Content in or through the Application that includes any “Prohibited Content.” “Prohibited Content” includes, but is not limited to, any Content that: (i) is defamatory, abusive, harassing, threatening, or an invasion of a right of privacy of another person; (ii) is bigoted, hateful, or racially or otherwise offensive; (iii) is violent, vulgar, obscene, pornographic or otherwise sexually explicit; (iv) is harmful or can reasonably be expected to be harmful to any person or entity; (v) is illegal or encourages or advocates illegal activity or the discussion of illegal activities with the intent to commit them; (vi) infringes or violates any right of a third party including right of privacy, right of publicity, copyright, patent, trademark, service mark, trade secret or other proprietary or contractual rights; (vii) is commercial, business-related or solicits or advertises or offers to sell any products or services, whether or not for profit; (viii) contains a virus or other harmful component, or otherwise tampers with, impairs or damages the Application or any connected network, or otherwise interferes with any person or entity’s use or enjoyment of the Application; (ix) does not generally pertain to the designated topic or theme of the relevant application, message board, public forum or blog; (x) violates any specific restrictions applicable to the application, message board, public forum or blog; or (xi) is antisocial, disruptive, or destructive, including “spamming,” “flooding,” and “trolling” as those terms are commonly understood and used in connection with the Internet.

3.  Reservation of Rights. You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions and restrictions, under this Agreement. Company and its licensors and service providers reserve and shall retain their entire right, title and interest in and to the Application, including all copyrights, trademarks and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

4. User Accounts. You may access the Application and view certain Content without registering, but as a condition to using certain aspects of the Application, you may be required to register with the Application and select a password and screen name (“User ID”). You shall provide Company with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your account. You shall not (i) select or use as a User ID a name of another person with the intent to impersonate that person; (ii) use as a User ID a name that is subject to any rights of a person other than you without appropriate authorization; or (iii) use as a User ID a name that is otherwise illegal, offensive, vulgar or obscene. Company reserves the right to refuse registration, cancel a User ID or deny your access to the Application in its sole discretion. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your password to your account of the Application. You shall never use another user’s account without such other user’s express written permission. You will immediately notify Company in writing of any unauthorized use of your account, or other account related security breach of which you are aware. Please read Company’s Privacy Policy, which describes the Personally Identifiable Information that Company collects, uses, discloses, manages and stores. You will be responsible for the confidentiality and use of your User ID, and for any and all activities (including purchases, as applicable) that are conducted through your account, and agree not to transfer or resell your use of or access to the Application to any third party. Company is not liable for any harm caused or related to the theft or misappropriation of your User ID, disclosure of your User ID, or your authorization of anyone else to use your User ID. If you have reason to believe that your account with Company is no longer secure, you must promptly change your password by visiting the Application and immediately notify us of the problem by emailing Company at info@adyoyo.com.

5.   Collection and Use of Your Information. You acknowledge that when you download, install or use the Application, Company may use automatic means (including, for example, cookies and web beacons) to collect information about your Mobile Device and about your use of the Application. You also may be required to provide certain information about yourself as a condition to downloading, installing or using the Application or certain of its features or functionality, and the Application may provide you with opportunities to share information about yourself with others. All information Company collects through or in connection with this Application is subject to Company’s Privacy Policy. By downloading, installing, using and providing information to or through this Application, you consent to all actions taken by Company with respect to your information in compliance with the Privacy Policy, which is incorporated herein by reference.

6.  Website Content and Services. The Application may provide you with access to Company’s website located at adyoyo.com (the “Website”) and products and services accessible thereon, and certain features, functionality and Content accessible in or through the Application may be hosted on the Website (collectively, “Website Content and Services”). Your access to and use of such Website Content and Services are governed by the Website’s “Terms of Service” and “Privacy Policy,” accessible at adyoyo.com/terms-of-service and adyoyo.com/privacy-policy, respectively, and which are incorporated herein by this reference (collectively, the “Website Policies”). Your access to and use of such Website Content and Services may require you to acknowledge your acceptance of such Website Policies and/or to register with the Website and your failure to do so may restrict you from accessing or using certain of the Application’s features and functionality. Any violation of such Website Policies will also be deemed a violation of this Agreement.

 

            The Website Content and Services are based in the state of Nevada in the United States access and use of the Website Content and Services is intended for the use only by persons located in the United States. You acknowledge that you may not be able to access all or some of the Website Content and Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Website Content and Services from outside the United States, you are responsible for compliance with local laws.

7.  Limitations on Use. You acknowledge that Company may establish limits concerning use of the Application and reserves the right at any time to modify or discontinue the Application, your access to the Application, or any part thereof, with or without notice, including but not limited to the functionality or hours of availability, the equipment needed for its access or use, or its pricing. Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Application or access to it.

YOU ACKNOWLEDGE THAT COMPANY IS NOT RESPONSIBLE OR LIABLE FOR YOUR USE OF ANY OF THE SERVICES.  You acknowledge that any limitations on the Application will not be cause for a refund for any of Company’s services or products, except as expressly provided herein.

8. Updates. Company may from time to time in its sole discretion develop and provide updates to the Application, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either:

(a) the Application will automatically download and install all available Updates; or

(b) you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.

9. Ownership of Content.

(a)  Application Content.  This Application is owned and operated by Company. All right, title and interest in and to Content provided in or through the Application, including but not limited to information, documents, logos, graphics, sounds, page headers, button icons, service marks, trade dress, trademarks and images are owned either by Company or by third-party authors, developers, or vendors and licensed to Company (“Third-Party Providers”). Content and materials provided in or through the Application are intended to facilitate your personal use and enjoyment of the Application.  Except as otherwise expressly provided by Company, Content not may be republished, reproduced, uploaded, displayed, posted, distributed, or transmitted, in any way, including without limitation in or on any other website, application or in a networked computer environment, and nothing in the Application shall be construed to confer any license under any of Company’s intellectual property rights, whether by implication, estoppel, or otherwise. Subject to your compliance with this Agreement, you may download copies of any Content required to be downloaded in connection with the Application you desire, and you may use such downloaded Content solely for your personal, non-commercial use, provided that you retain all copyright and other proprietary notices contained on such documents.  Company cannot guarantee that technical difficulties will not occur during the download of Content or that Content will download successfully.  You further acknowledge that you do not acquire any ownership rights by using the Application, Content or content provided by any third party.  Any rights not expressly granted herein to you are hereby reserved by Company.

(b) Copyrights.  All of the Application’s designs, graphics, and the selection and arrangement thereof, are owned by Company. Copyright © 2017, ADYOYO, INC.. ALL RIGHTS RESERVED.

(c)  Trademarks.  “ADYOYO,” Company’s logo, and all images and text, and all page headers, custom graphics and button icons are service marks, trademarks and/or trade dress of Company.  All other trademarks, service marks, product names and company names or logos cited herein are the property of their respective owners.  The trademarks, logos, and service marks displayed in the Application (collectively the “Trademarks”) are the registered and unregistered trademarks of Company, Company’s licensors and suppliers, and others.  Nothing contained in the Application should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademarks without the express written permission of Company, Company’s licensors or suppliers, or the third-party owner of any such Trademark. Misuse of any Trademarks is prohibited, and Company will aggressively enforce its intellectual property rights in such Trademarks, including via civil and criminal proceedings.

10. Third-Party Materials. The Application may incorporate, integrate, display, include or make available third-party content (including data, information, applications and other products services and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you and you access and use of them are entirely at your own risk and subject to such third parties’ terms and conditions.

11. User Content. We neither endorse nor are responsible for such messages or statements, or for any opinion, advice, information or other utterance made or displayed in the Application by third parties, whether such third parties are visitors to the Application, members, or others. The opinions expressed in the third party content reflect solely the opinion(s) of the participants and may not reflect the opinion(s) of Company. We are not responsible for any errors or omissions in articles or postings, for hyperlinks embedded in messages or for any results obtained from the use of such information. Under no circumstances will Company or Company’s affiliates, suppliers or agents be liable for any loss or damage caused by your reliance on such information obtained through the Application. If notified by a user of User Content posted in the Applicatio by you that allegedly does not conform to this Agreement, Company may in its sole discretion investigate the allegation and determine in good faith and in its sole discretion whether to remove such User Content. FOR THE AVOIDANCE OF DOUBT, COMPANY HAS NO RIGHT TO MODIFY ANY CONTENT POSTED THROUGH OR BY USE OF THE APPLICATION TO ANY THIRD PARTY APPLICATION OR WEBSITE, AND COMPANY WILL NOT REVIEW ANY SUCH USER CONTENT.

Company does not claim any ownership rights in Content that you post on the Application or by use of or through the Application (collectively “User Content”) in any form.  . After posting your User Content to or through the Application, you continue to retain any such rights that you may have in your User Content, subject to the license herein.  By displaying or publishing any User Content on or through the Application, you hereby grant to Company and its designees an assignable license to use, publicly perform, publicly display, reproduce, and distribute such User Content solely in connection with Company’s business, including, without limitation, for demonstration purposes, in Company’s sole discretion. 

Further, for User Content uploaded on the Application (BUT NOT TO THIRD PARTY WEBSITES AND APPLICATIONS), this license shall also grant to Company the right, but not the obligation or duty, to modify, delete from, add to such User Content.  This license shall be non-exclusive, irrevocable, fully-paid and royalty-free, sublicensable, worldwide, and perpetual.  None of the User Content will be subject to any obligation, whether of confidentiality, attribution or otherwise, on our part and we will not be liable for any use or disclosure of any User Content.  If Company does decide, in its sole discretion, to attribute User Content to you, you hereby grant Company the right to use your user name with respect to such attribution, and waive any claims (including, without limitation, any privacy or publicity rights claims) with respect to such use of your user name.  Company may reject, refuse to post or delete any User Content on Interactive Boards for any or no reason, including User Content that in the sole judgment of Company violates this Agreement or which may be offensive, illegal or violate the rights of any person or entity, or harm or threaten the safety of any person or entity. 

Company assumes no responsibility for monitoring the User Content posted to the Application and its Interactive Boards for Prohibited Content or inappropriate  or offensive conduct.  If at any time Company chooses, in its sole discretion, to monitor the Application, Company nonetheless assumes no responsibility for the User Content, no obligation to modify or remove any inappropriate User Content, and no responsibility for the conduct of the user submitting any such User Content. 

YOU ARE SOLELY RESPONSIBLE FOR THE USER CONTENT THAT YOU POST ON THE APPLICATION OR BY USE OF OR THROUGH THE APPLICATION, AND ANY MATERIAL OR INFORMATION THAT YOU TRANSMIT TO OTHER PARTIES AND FOR YOUR INTERACTIONS WITH OTHER PARTIES (INCLUDING BUT NOT LIMITED TO THIRD-PARTY PROVIDERS). 

Company is and shall be under no obligation to (i) pay to user any compensation for any User Content, (2) review or modify any User Content, (3)  respond to any User Content, or (4) post any User Content to the Application.

12.  Making Purchases. If you wish to purchase products or services described in the Application (each such purchase, a “Transaction”), you will be asked to supply certain information applicable to your Transaction, including, without limitation, information related to credit card, debit card, Paypal and/or whatever payment method is accepted by Company, as well as similar and/or other related information. You understand that any such information will be treated by Company in the manner described in Company’s Privacy Policy. You agree that all information that you provide in connection with your purchase will be accurate, current and complete. You agree to pay all charges incurred by you or any users of your account and credit card (or other applicable payment mechanism) at the price(s) in effect when such charges are incurred. You will also be responsible for paying any applicable taxes relating to your purchases.  The sale of certain products and services may be regulated by certain state, county and city laws or regulations.  You acknowledge that complying with such laws is your responsibility, and YOU AGREE NOT TO HOLD COMPANY LIABLE FOR YOUR FAILURE TO COMPLY WITH ANY LAW OR COMPANY’S FAILURE TO NOTIFY YOU OF, OR PROPERLY APPLY, ANY LAW. 

            You represent and warrant that all information you provide, including but not limited to all information concerning your name, address, credit card number, and other identifying information of any nature will be true, complete and correct, and that you will update all information as it changes.  You agree that you will only use credit cards belonging to you or an affiliated company. You further agree that you will not attempt to conceal your identity by using multiple Internet Protocol (“IP”) addresses or email addresses to use or to purchase Company products or services. You grant Company the right to provide third parties with any information you submit for purposes of facilitating the completion of Transactions initiated by you or on your behalf. Verification of information may be required prior to the acknowledgment or completion of any Transaction.

13.  Pricing and Fees.  Prices posted in the Application represent the fees which are payable to Company for your use of and/or access to certain services and/or Content.  You agree to pay all charges to your account, including applicable taxes, in accordance with billing terms in effect at the time a charge is made. We reserve the right to institute new fees or charges effective upon notice in the Application. When prompted to do so, you must provide us with valid payment information. If payments cannot be processed or are returned for any reason, we reserve the right either to suspend or terminate your order, thereby terminating all further obligations by Company.

14.  Digital Millennium Copyright Act.  If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing Company’s Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

(a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(b) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

(c) Identification of the material that is claimed to be infringing that is the subject of infringing activity and that you are requesting to be removed or access to which is to be disabled and information reasonably sufficient to permit Company to locate the material;

(d) Information reasonably sufficient to permit Company to contact you, such as an address, telephone number, and, if available, an electronic mail;

(e) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(f) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

            Company’s designated Copyright Agent to receive notifications of claimed infringement is: Wolf, Rifkin, Shapiro, Schulman & Rabkin, LLP, 3556 E. Russell Road, 2nd Floor, Las Vegas, Nevada 89120, Attn: Royi Moas, Esq.  For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Company’s customer service to info@adyoyo.com.  You acknowledge that if you fail to comply with all of the requirements of this Section 14, your DMCA notice may not be valid.

15.  Term and Termination.

(a) The term of this Agreement commences when you download the Application and will continue in effect until terminated by you or Company as set forth in this Section 15.

(b) You may terminate this Agreement by deleting the Application and all copies thereof from your Mobile Device.

(c) Notwithstanding anything to the contrary in this Agreement, Company reserves the right, without notice and in Company’s sole discretion, to suspend or terminate your ability to use the Application (which would include deleting or deactivating your account, blocking your email or IP address, and/or blocking or preventing your future access to and use of the Application).  You agree that Company shall not be liable to you or any third party for any suspension or termination of your access to the Application.  Further, you agree not to attempt to use the Application after said suspension or termination unless you have received prior written permission from Company.

(d) Upon termination:

(i) all rights granted to you under this Agreement will also terminate;

(ii) you must promptly destroy all Content downloaded or otherwise obtained from the Application, as well as all copies of such Content, whether made under this Agreement or otherwise; and

(iii) you must cease all use of the Application and delete all copies of the Application from your Mobile Device and account.

(e) Termination will not limit any of Company’s rights or remedies at law or in equity.

16.  Disclaimer of Warranties.  No representations or warranties, express or implied, are given regarding Content or your use of the Application.  Company’s liability is limited only to amounts paid by you to Company.  If you are not satisfied with Company’s service please contact our customer service department at info@adyoyo.com.

Without limiting the generality of the foregoing, you agree that use of the Application, Content and the services hereunder, including without limitation User Content, is entirely at your own risk.  Company assumes no responsibility for errors or omissions in Content or services hereunder, the Application or  Content, including any documents and User Content, or any third-party application. The Application and Content are provided on an “as is” or “as available” basis, without any warranties of any kind. Company does not warrant the quality, accuracy, security, reliability, completeness, or timeliness of the Application, Content, the services, or any other information, text, graphics, links or other items contained within Content or any third-party application.  To the fullest extent permitted by law Company disclaims any warranties for and does not assume any responsibility for any incompleteness, errors, security, reliability, timeliness, viruses, harmful components or effects, vulnerabilities, bugs, problems, omissions, inaccuracies or other limitations in, or interruptions in the operation of the Application, Content, the services hereunder, or any other information, text, graphics, links or other items contained within Content or any third-party application, or any other services or goods received through or advertised in the Application, or accessed through any links in the Application.  All express and implied warranties, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights are expressly disclaimed to the fullest extent permitted by law, Company makes no commitment to update the information, including Content contained in, and sold through, the Application.  You acknowledge that you are responsible for obtaining and maintaining all telephone, computer hardware and/or other equipment needed to access and use the Application, and all charges related thereto.  Your use of the Application, Content and/or any of the services or products provided through the Application or any third-party application are entirely done so at your own risk.

17.  Limitations of Liability.

Under no circumstances shall Company, its affiliates, officers, directors, advisory board members, employees, shareholders, members, managers, licensors, suppliers, advertisers, sponsors, attorneys or agents be liable to you or any third party under any contract, negligence, strict liability or other theory arising out of or relating in any way to the Application, the services, including without limitation Content,  User Content, contained in the Application, or any other linked Application or any product or service purchased through the Application or any other site, for any direct, indirect, incidental, punitive, special, consequential or exemplary damages (even if Company has been advised of the possibility of such damages), including without limitation, damages for loss of business, loss of data or lost profits) resulting from any aspect of your use of the Application or the services hereunder, including without limitation Content, whether the damages arise from use or misuse of the Application or the services, from inability to use the Application or the services hereunder, or the interruption, suspension, modification, alteration, or termination of the Application or the services hereunder. Such limitation shall also apply with respect to damages incurred by reason of other services or products received through or advertised in connection with the Application or the services hereunder or any links in the Application, as well as by reason of any information received through or advertised in connection with the Application or the services or any links in the Application.  These limitations shall apply to the fullest extent permitted by law. If your use of Content from the Application results in the need for servicing, repair or correction of equipment or data, you assume any costs thereof.

To the extent that the foregoing limitations on liability above are limited or restricted by law, your sole and exclusive remedy and Company’s absolute limit of liability in connection with any lawsuit, claim or cause whatsoever directly or indirectly relating to or arising out of or relating in any way to the Application and Content, whether based on contract, tort or any other legal theory of recovery, shall in all cases be strictly limited to the price paid by you directly to Company in connection with such access to or use of the Application and Content.  You acknowledge and agree that, if the limitations of liability set forth above are limited or restricted by law, the exclusive remedy set forth in this Section 17 shall be your sole remedy even if such remedy fails in its essential purpose for any reason whatsoever, and in no event shall Company be liable for any direct, indirect, incidental, punitive, special, consequential or exemplary damages (even if Company has been advised of the possibility of such damages), to you or any third party.

18.  General Release of Claims.  As such may apply to your usage of the Application and Content, you, for valuable consideration in the form of each instance of your use of the Application, on behalf of yourself, your spouse, and each of your heirs, beneficiaries, executors, administrators, attorneys, agents, representatives, successors and assigns, hereby forever release and discharge Company, and each of its employees, members, managers, officers, contractors, attorneys, agents, representatives, successors and assigns, and any person or entity acting by, though, under or in concert with any of them, from and against, and forever waive, forfeit and relinquish, each and every claim, action, demand, right, lien, covenant, agreement, contract, representation, warranty, indemnity, obligation, debt, cause of action, liability, lawsuit, litigation, loss, damage (including consequential damages and penalties), fee, cost and expense (including costs and expenses of counsel), of every and whatever type, kind, nature, description or character, whether sounding in law, equity, contract, tort, statute or otherwise, and whether or not presently or later known, existing, asserted, suspected, liquidated, fixed, contingent, matured or anticipated, that arises out of, relates to or otherwise is in any way connected with your access or use of the Application and/or Content, including without limitation, any User Content (each a “Claim,” collectively, “Claims”).

You intend for this Section 18 to serve as a general release, and you recognize that you may have Claims of which you are totally unaware and unsuspecting, but that which you are nevertheless releasing and giving up by consenting to this Agreement and using the Application, and providing the foregoing general release.  In furtherance of such understanding and intention, as applicable, you acknowledge that you are familiar with the provisions of California Civil Code Section 1542, and you waive all such provisions of California Civil Code Section 1542, which provides as follows:

SECTION 1542.  (EXTENT OF GENERAL RELEASE.)  A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

You also acknowledge and agree that nothing contained in this Section 18 shall release or discharge you from you representations, warranties, covenants and agreements set forth in, and from your duties and obligations assumed under, this Agreement.

You shall forever refrain and forebear from commencing, instituting or prosecuting any lawsuit, action or other proceeding against Company and other parties released hereunder arising out of or in any way connected with any Claim that is released or discharged under this Agreement.

You represent and warrant to Company that you have not assigned any Claim released or discharged under this Agreement, and you shall indemnify, defend, protect and hold harmless Company and other parties from and against any and all Claims that Company and/or other parties shall suffer or incur as a result of or arising in connection with any breach of the foregoing representation and warranty.

The release contained in this Section 18 shall operate to effectively renew upon each use by you of the Application, releasing Claims arising from each such use by you of the Application.

19.  Indemnity.  You agree to defend, indemnify and hold Company and Company’s affiliates, officers, directors, advisory board members, employees, shareholders, members, managers, licensors, suppliers, advertisers, sponsors, attorneys or agents harmless from any claim, action, loss, expense, or demand, including reasonable attorneys’ fees and court costs, made by any third party due to or arising out of your use of the Application and Content your violation of this Agreement and/or Privacy Policy, or your breach of any of the representations and warranties herein.

YOU ACKNOWLEDGE THAT COMPANY HAS SET ITS PRICES AND PROVIDED ACCESS TO OR USE OF THE APPLICATION, THE SERVICES, DOCUMENTS OR TOOLS INTEGRATED THEREIN, AND/OR ANY CONTENT IN RELIANCE OF THE LIMITATIONS OF LIABILITY, THE DISCLAIMERS OF WARRANTIES AND DAMAGES, THE GENERAL RELEASE, AND THE INDEMNITY SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS UPON WHICH THIS AGREEMENT IS ESTABLISHED, AND UPON WHICH COMPANY HAS PROVIDED TO YOU ACCESS TO OR USE OF THE APPLICATION, THE SERVICES AND/OR CONTENT.  YOU AGREE THAT THE LIMITATIONS OF LIABILITY, THE DISCLAIMERS OF WARRANTIES AND DAMAGES, THE GENERAL RELEASE, AND THE INDEMNITY SET FORTH HEREIN IN SECTIONS 16-19 WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

20.  Promotional Offers, Contests and Sweepstakes Company may from time to time offer participation in promotional offers, contests and sweepstakes in the Application. Your participation in these offers, contests and sweepstakes is governed by the express rules applicable to each such offer, contest or sweepstakes.

21.  Technical Support Issues. If you encounter a technical problem when attempting to print or otherwise access your completed form, or some other problem you may encounter in attempting to utilize the Application, Company’s customer service representatives may be able to assist you with your problem.

            If you contact Company’s customer service representatives and request that a customer service representative remotely control your Mobile Device in order to try to resolve your technical problem, you acknowledge and accept that Company has no obligation to do so, and, if it does so, shall not be liable for any technical problems that may persist or arise with your Mobile Device after doing so.

22.  Inaccuracy.  From time to time there may be information on the Application that contains typographical errors, inaccuracies, or omissions. Company may correct errors, inaccuracies, or omissions and change or update information at any time without notice. Company apologizes for any inconvenience this may cause you.  Notwithstanding anything else herein, you are not entitled to rely on any error, inaccuracy, or omission, and as such relate to quotations, pricing, or other aspects of Transactions, you hereby authorize Company to charge the correct amounts to your account in each instance.

23.  General information.  This Agreement constitutes the entire agreement between you and Company and governs your use of the Application and Content, superseding any prior agreements between you and Company. The failure of Company to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. This Agreement does not limit any rights that Company may have under trade secret, copyright, patent, trademark or other laws. The employees of Company are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on Company, except in a writing signed by an authorized officer of Company. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.

            You warrant, represent and agree that, by accessing and/or using the Application, Content and/or any User Content, you (i) do so with knowledge of any and all rights that you may have with respect to the provisions of this Agreement, (ii) have carefully read and considered this Agreement and fully understand its contents and the significance of its contents, (iii) are consenting to this Agreement of your own informed and free will, based upon such party’s own judgment and without any coercion or fear of retaliation, and (iv) you have been afforded the opportunity to obtain independent legal advice with respect to this Agreement.

            This Agreement and the relationship between you and Company shall be governed by the laws of the State of Nevada without regard to any conflicts of laws principles. Further, you agree that all actions or proceedings arising in connection with your use of the Application and this Agreement shall be tried and litigated exclusively in the State and Federal courts located in the County of Clark, State of Nevada. The aforementioned choice of venue is intended to be mandatory and not permissive in nature, thereby precluding the possibility of litigation between you and Company with respect to or arising out of this Agreement in any jurisdiction other than that specified in this paragraph. You hereby waive any right you may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this paragraph, and stipulate that the State and Federal courts located in the County of Clark, State of Nevada shall have in personam jurisdiction and venue over you for the purpose of litigating any dispute, controversy, or proceeding arising out of or related to your use of the Application or this Agreement. You hereby authorize and accept service of process sufficient for personal jurisdiction in any action against you as contemplated by this paragraph by registered or certified mail, return receipt requested, postage prepaid. Any final judgment rendered against a party in any action or proceeding shall be conclusive as to the subject of such final judgment and may be enforced in other jurisdictions in any manner provided by law. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Application or Content and/or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. You also agree that this Agreement shall not be construed against the drafting party, i.e., Company. 

            EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD-PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THESE TERMS.  FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.  EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY’S ENTERING INTO THIS AGREEMENT.

            YOU AND COMPANY AGREE THAT YOU MAY BRING CLAIMS, AS APPLICABLE, AGAINST THE COMPANY ONLY IN YOUR  INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

            Further, unless both you and Company agree otherwise, the trier of fact may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

            In addition, in the event of a breach of this Agreement by you, Company will, in addition to all other remedies available to it, be entitled to equitable relief by way of a temporary restraining order, or preliminary or permanent injunction and any other legal or equitable remedies. This provision will not be construed as a waiver of the rights which Company may have for damages under this Agreement or otherwise, and all of Company’s rights and remedies will be unrestricted.

            Company makes no representation with respect to the laws of nations other than the United States, or that the Application, or any part thereof, is appropriate or available for use in any particular jurisdiction.  Those who choose to purchase, install, and/or use the Application do so on their own initiative and at their own risk, and are responsible for complying with all local laws, rules and regulations.  By using the Application, visitors from outside of the United States of America acknowledge this Agreement and all matters related to the Application are subject to the laws and regulations of the United States of America, subject to the governing law herein, and waive any claims that may arise under their own national laws.

24.  Questions.  If you have any questions, comments or complaints regarding this Agreement or the Application, feel free to contact us at info@adyoyo.com. 

25.  Notice for California Users. Under California Civil Code Section 1789.3, California users of the Application are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

26.  Export Regulation. Export Regulation. The Application may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Application available outside the US.

27.  Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.

28.  Entire Agreement. This Agreement, the Privacy Policy, and any other documents incorporated herein by reference constitute the entire agreement between you and Company with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application.

29.  Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.

30.  Conflicting Terms.   If you have been provided with a non-English translation of this Agreement, the English language version will govern your relationship with Company, and will control in the event of a conflict. Any translation is provided, is provided solely for your convenience.  In the event of a conflict between the terms of this Agreement and any work order, the terms of this Agreement control.  In the event of any conflict between the terms of this Agreement and any amendment, addendum, or other modification to the Agreement promulgated or published by Company, then the terms of the other document will control with respect to the applicable matters.

31.  Consent to Phone and Email Contact, Notice, and Related Matters.  Company may call or text you or authorize others to call or text you on Company’s behalf using any number you provide to Company for any purpose.  This consent shall supersede your registration of such number on any state or federal “do not call” lists.  You are responsible for charges for incoming text messages on your phone.  You may however, opt out of calls marketing Company’s services by notifying Company of your request to not be contacted by phone for marketing purposes.  You agree that Company may monitor or record your telephone conversations with Company (whether Company calls you, or you call Company).  If you do not wish your telephone conversations with Company to be monitored or recorded, you should conduct your communications with Company via email.  Company may email you or authorize others to email you on Company’s behalf using any address you provide to Company for any purpose, including marketing of Company’s services. Similar to the phone marketing opt-out, you may opt out of receiving marketing and promotional emails by emailing your request to Company. 

                  You authorize Company to provide required notices to you  on Company’s website, in or on any bill or invoice provided to you, via email, or by any other communication permitted under applicable law.  Company may ask you to provide consents or authorizations, including by electronic means including email or via the Entertainment System .  Upon Company’s request, you will provide Company with a current email address that you regularly check so that Company may provide notices and communications to you at that address. If you stop using that email address, you will provide Company with a new address for such purposes.

Last Updated: July 7, 2017