Welcome to the YCS® Group, LLC (“YCS”) website, your gateway to digital consumer benefits. This website, along with any links contained in or accessible through this website, other YCS owned websites, and any website content, technology, or services we license to any third party, are hereinafter collectively referred to as the “Website”. In order to use this Website, you must agree to, and comply with, our Terms and Conditions of Use (the “Terms”), which govern purchases and transactions you make using this Website and your use of the Website. These Terms also apply to and supplement your use of any YCS Mobile Applications (collectively, the “Application”) and should be read as closely together as possible with the Application End User Agreement (the Website and the Application, collectively, the “Services”). Please read these Terms carefully, and feel free to contact us at info@ycsGroupllc.com if you have any questions.
YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS OF USE
You understand and acknowledge that YCS may license its Services to certain third parties such as educational, fundraising, nonprofit, civic, alumni, commercial, or other similar organizations (collectively, a “Licensee”) as part of a membership subscription between YCS and a Licensee (a “Subscription Membership”). You further understand that under any Subscription Membership, it is the responsibility of the Licensee, as an “Authorizing Entity”, to provision you, as an end user, with access to the Services, in consultation with YCS. Accordingly, you understand and agree that your use of the Services may be subject to the additional terms and conditions of your Authorizing Entity and it is up to the Authorizing Entity, not YCS, to make such terms and conditions available to you as an end user. We encourage you to carefully review your Authorizing Entity’s terms and conditions for your use of the Services.
THESE TERMS CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND YCS GROUP, LLC AND GOVERN YOUR USE OF THE SERVICES AND ANY PRODUCT OR SERVICE OFFERED BY AND/OR ACCESSED OR
OBTAINED THROUGH THE SERVICES. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST IMMEDIATELY STOP ACCESSING AND USING THE SERVICES, AND YOU MAY NOT OBTAIN OR USE ANY PRODUCT OR SERVICE OFFERED THROUGH THE SERVICES. YOUR CONTINUED USE OF THE SERVICES SIGNIFIES YOUR CONTINUED ACCEPTANCE OF AND AGREEMENT TO THESE TERMS AND ANY CHANGES TO THEM.
The Services offer an interactive online platform operated by YCS Group, LLC. Through the Services, users can obtain access to participating merchant (“Merchant”) promotional discounts, giveaways, deals, or offers (collectively, the “Offer”). These products and services may be purchased from YCS, and are redeemable for goods and services from the issuing Merchants, subject to these Terms, the terms accompanying the particular Offer, your agreements with YCS or any Authorizing Entity, and (to the extent you download, access and/or use any Application in connection with an Offer purchased through the Services), the Application End User Agreement.
As a condition to your use of the Services, you represent, warrant, covenant and agree that:
(1) an individual person eighteen (18) years of age or older, are of the age of consent in your jurisdiction, and are using the Services solely for your own personal use, or
(2) an individual person thirteen (13) years of age or older but younger than eighteen (18) years of age, you have reviewed these Terms with your parent or legal guardian and your parent or legal guardian acknowledges and agrees to be bound with you by these Terms and approves of your use of the Services, you are of the age of consent in your jurisdiction, and you are using the Services solely for your own personal use, or
(3) you represent you are a member of an Authorizing Entity, and you are authorized to use the Services and to otherwise act on behalf of the Authorizing Entity that you represent;
You possess authority to create a binding legal obligation;
Your use of the Services will at all times comply with these Terms;
Your use of the Services and/or any Offer obtained through the Services will not violate any law in any applicable jurisdiction;
If you elect to create an account, purchase any product or service, or download any data, product, application, information or service, you will only make legitimate purchases that comply with the letter and spirit of the terms of those offers;
You are responsible for protecting and safeguarding your password and any information that you disclose on or through, and obtain from or through, the Services, and for supervising and regulating access to and use of any account you create on or using the Services, and you acknowledge and agree that you are responsible for your own use, and the use by anyone to whom you grant access, of the Services and any account you create on or using the Services;
You have all rights necessary to provide and disclose any information you submit to or through the Services;
Any information you submit to or through the Services is only about yourself and/or your Authorizing Entity; and
Any information you submit to or through the Services is accurate, true, current and complete.
The Services are the private property of YCS Group, LLC. Your use of the Services must comply with all laws and these Terms. YCS reserves the right to restrict or terminate your access and use privileges and to seek such remedies as we see fit if we determine, in our sole discretion, that you have used or are using the Services, in any manner that violates these Terms or any law or infringes or inhibits any other user’s enjoyment of the Services. We further reserve the right, in our sole discretion, to remove any content, assist law enforcement in prosecuting any criminal offense, and/or assert or assist in any civil or criminal legal action relating to any content or use of the Services.
If we determine, in our sole discretion, that you have committed fraud or falsified information in connection with your use of the Services, we will immediately terminate your access to the Services, and we reserve the right to seek any other remedies we deem appropriate, including without limitation an action against you for any and all damages suffered by YCS and its Associates (as defined below), legal recourse to appropriate law enforcement authorities, and alerting your Internet Service Provider of any fraudulent activity we associate with you and/or your email address and/or your device and/or your use of the Services.
You may not use the Services in any way that:
is unlawful, fraudulent or deceptive;
uses technology or other means to access unauthorized content or non-public spaces;
uses or launches any automated system or process (including without limitation “bots,” “robots,” “spiders,” “crawlers,” or “offline readers”) to access unauthorized content or non-public spaces;
attempts or is intended to introduce viruses or any other harmful computer code, file or program that interrupts, impairs, destroys or limits the functionality of any computer software, hardware, system or network or telecommunications or other equipment;
attempts or is intended to damage, disable, injure, overburden or impair servers or networks used by or for YCS or others;
attempts or is intended to gain unauthorized access to any computer network, server or system owned, controlled or used by or for YCS or others;
attempts or is intended to obtain unauthorized access to any other user’s or customer’s account(s) with YCS or others;
facilitates, encourages or promotes conduct that would result in criminal or civil liability;
violates these Terms (including without limitation any of the YCS policies, terms and conditions incorporated by reference in these Terms) and/or your agreements with YCS (including without limitation the Application End User Agreement) in any manner;
republishes, redistributes, re-transmits or creates derivative works from any text, pictures, music, bar codes, video, data, hyperlinks, displays, information or other content associated with or contained on the Services (“Content”);
copies, reproduces or stores any Content other than for your own personal, non-commercial use and as may occur incidentally in the normal course of use of the Services;
attempts or is intended to remove, modify or change any Content;
attempts or is intended to license or sell any Content or any information obtained on or through the Services;
fails to comply with any applicable policies, terms or conditions of any third-party (including without limitation Apple, Inc. and Google Inc.);
harasses, abuses, stalks, threatens, defames, or otherwise infringes or violates the rights of any other person (including but not limited to rights of publicity and other proprietary or personal rights);
infringes, violates, misuses or misappropriates the intellectual property rights or other proprietary or property rights of any other person; or
Otherwise violates, contravenes, or subverts any restriction or prohibition of an Authorizing Entity applicable to any of its authorized end users.
Ownership of the Services and its Content
The Services, all content and information provided on or via the Services (other than data and information provided by the end user or by participating Merchants), and the infrastructure and source code used to provide the Services and such content and information, are proprietary to YCS. You agree not to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, sell or re-sell any Content or software, or (except to the extent expressly permitted by these Terms and/or your agreements with YCS) any products or services, obtained from, on or through the Services.
Your Ability to Access the Services; Interruptions in Service
We cannot guarantee the continuous, uninterrupted, or error-free operation of the Services, or any Offer offered through the Services. Circumstances may arise when all, or certain features, parts or Content, of the Services, or any Offer offered through the Services, become unavailable (whether on a scheduled or unscheduled basis) or are modified, suspended or withdrawn by us, in our sole discretion, without notice to you.
You acknowledge and agree that, due to circumstances both within and outside our control, the Services, or any product or service offered through the Services, may be interrupted, suspended or terminated, and that neither YCS nor its Associates will be liable to you or to any third-party for any unavailability, modification, interruption, suspension, termination or withdrawal of the Services,, or any Offer offered through the Services, or any features, parts or Content of the Services.
YCS reserves the right, in its sole discretion, to deny service or limit access to the Services, or any Offer offered through the Services to any user or any account, at any time and for any reason.
Transmission of Information
Because we do not control the security of information transmitted over the Internet, other networks you use to access the Services, we cannot be, and are not, responsible for the security of any information that you choose to transmit to YCS and/or the Services while it is being transmitted, or for any data that are lost during transmission.
You are solely responsible for maintaining the confidentiality and security of information sent from or using, or stored on, your computer, phone or device. You are solely responsible for all transactions and activities (whether authorized or unauthorized) undertaken by anyone or anything on, with or using the Services using your account, password, registration and/or login information. You agree to notify YCS immediately of any suspected unauthorized transaction(s) associated with the Services or any other suspected breach of security involving the Services. YCS shall not be responsible for any loss arising from the theft, misappropriation, disclosure or misuse of your information in connection with unauthorized or fraudulent transactions related to the Services. You shall be solely responsible for taking precautions to safeguard your information stored on your computer, phone or mobile device, including without limitation use of passwords and other protective features.
Products and Services
Products and services displayed on and/or offered through the Services are available only in the United States. All prices displayed on the Services, or any Offers offered through the Services, are quoted in U.S. Dollars. YCS reserves the right without prior notice to discontinue or change specifications relating to any product or service offered through the Services.
Cancellation and Refund Policy
You are solely responsible for the safekeeping, storage and use of Offers that you order, purchase and/or download using the Services, and for the safekeeping of your password, registration and/or login information or credentials used to access the Services.
End users. End users may cancel the Services at any time by simply terminating, removing, deleting and discontinuing use of the Services. There is no charge to end users to download and access the Services. With respect to any refund, the following refund policy shall apply:
i. Refund Through YCS:
Where YCS makes available its Services to an end user directly, an end user may cancel a particular Offer acquired through the Services and receive a full cash refund of the end user’s purchase price for the Offer so long as (1) the end user provides notice that it is cancelling and returning the Offer by email to YCS customer support info@ycsGroupllc.com within seven (7) calendar days following end user’s purchase of the Offer and (2) the Offer has not been used or redeemed prior to the end user cancelling and returning the Offer and (3) end user deletes and removes the Offer from end user’s device. End user must include in his or her cancellation notice relevant identifying information (such as the name and email address of merchant) associated with the Offer and/or any receipt received by end user for his or her purchase. End user will continue to be responsible for payment for any other products or services obtained by end user that end user does not cancel and return in the manner described in this paragraph.
ii. Refund Through Licensee:
Where an end user is provisioned with access to the Services through a Licensee, YCS makes available no refunds to such end user who cancels, deletes, removes, or otherwise ceases use of the Services or terminates the applicable end user license agreement, nor does YCS make available any refunds for any Offer purchased by an end user. End users acknowledge and agree that any refund that may be available in connection with the end user’s use of the Services and/or acceptance of any end user license agreement, including without limitation, consumption of Content, access to Offers through the Services, will be made available, if at all, through the Authorizing Entity to which the end user’s access to the Services was provisioned.
Except as otherwise provided in this Cancellation and Refund Policy, YCS reserves the right to issue refunds or credits at YCS’s sole discretion. If YCS issues a refund or credit, YCS is under no obligation to issue the same or similar refund or credit in the future.
YCS reserves the right to make changes to its products and services at any time. If YCS temporarily reduces or eliminates any charge for content, access, products or services that the end user is currently paying under different terms, the end user will not be entitled to a refund. If any part of the Services becomes temporarily unavailable, the end user will not receive a refund.
YCS reserves the right to suspend or terminate an end user’s access to the Services, or access to any Offer or other product or service made available via the Services for any reason, with or without notice and without further obligation. The end user will not be entitled to a refund or credit in such circumstances.
It is the end user’s responsibility to familiarize himself or herself with YCS’s Cancellation and Refund Policy. By using the Services, and/or purchasing Offers, or
other products or services via the Services, the end user acknowledges that he or she has read and understands, and agrees with and fully accepts the terms of, this Cancellation and Refund Policy. If the end user does not agree with or fully accept the terms of YCS’s Cancellation and Refund Policy, YCS asks that the end user not place an order with us and that he or she terminate his or her access to and use of the Services.
Merchants, Non-Profit Organizations, and For-Profit Entities. Merchants, non-profit organizations, and for-profit entities purchase products or services from YCS pursuant to contracts that they enter into with YCS. Merchants, non-profit organizations, and for-profit entities shall have only those termination, cancellation and/or refund rights as are expressly provided in the agreements they enter into with YCS.
Ownership of Information; Downloading of Materials; Retransmission and Redistribution of Data
Unless otherwise noted, all right, title and interest in and to all products, services and information made available through the Services, in all languages, formats and media, including all copyrights and trademarks therein, are and shall continue to be the exclusive property of YCS Group, LLC and/or its data providers or Merchants. To the extent that the Services, or any Offer offered through the Services contains information from third-parties pursuant to rights granted as a matter of law (such as principles of “fair use”), YCS Group, LLC owns all right, title, and interest (including copyright) in the selection, arrangement and presentation of such information on the Services, and all Offers offered through the Services, as well as in the selection, arrangement, and presentation of all other content on the Services, and all Offers offered through the Services. ANY COPYING, DISTRIBUTING, TRANSMITTING, POSTING, LINKING, DEEP LINKING, OR OTHERWISE MODIFYING OF THE SERVICES WITHOUT THE EXPRESS WRITTEN PERMISSION OF YCS GROUP, LLC IS STRICTLY PROHIBITED.
The Services contain copyrighted material, trademarks, and other proprietary information, including but not limited to text, software, photographs and images, and graphics. The entire content of the Services is protected under United States copyright laws.
Your City Sampler, YCS, iGiftback, and other YCS trademarks, service marks, graphics, logos, slogans, and brand names used in connection with the Services, and the Offers offered through the Services, are the trademarks or registered trademarks of YCS Group, LLC (the “YCS Marks”). Other trademarks, service marks, graphics, logos, slogans, and brand names used in connection with the Services, and the Offers offered through the Services, are the trademarks of their respective owners (collectively, the “Merchant Marks”). None of the YCS Marks or the Merchant Marks may be copied, imitated or used, in whole or in part, without the express prior written permission of YCS Group, LLC and/or any other applicable trademark holder. The Services and the Content are protected by copyright, trademark, patent, and trade secret laws, international treaties, and other proprietary rights, and contain security components that protect digital information only as authorized by YCS or the Content owner. The Services and the Content may only be used as and to the extent expressly permitted by these Terms, your
agreements with YCS, and (to the extent you download, access and/or use the Application) the Application End User Agreement.
You agree that you will not transmit, post, upload, or otherwise make available on or using the Services any information, content or material that is protected by copyright, trademark or any other proprietary right without the express written permission of the owner of the copyright, trademark or other right thereto. You will be solely responsible and liable for any damage resulting from infringement of any copyright, trademark or proprietary right or any other harm that may result from such a submission or posting. By submitting information, content or material to any public area on the Services:
(1) you warrant and represent that the owner of such information, content or material expressly grants YCS a worldwide, royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, distribute, and create derivative works from such information, content and material, and to incorporate the same in other works in any form, media or technology now known or hereafter developed for as long as any copyright may exist in such material; and
(2) you permit any other user to access, view, store or reproduce such information, content or material for his or her personal use; and
(3) you grant YCS the right to edit, copy, publish, distribute, and create derivative works from any such information, content and material.
EXCEPT AS OTHERWISE EXPRESSLY PERMITTED BY THESE TERMS, YOU AGREE NOT TO REPRODUCE, RETRANSMIT, DISSEMINATE, SELL, LICENSE, DISTRIBUTE, PUBLISH, DISPLAY, BROADCAST, PERFORM, CREATE DERIVATIVE WORKS FROM, OR CIRCULATE ANY YCS PRODUCTS OR
SERVICES, INCLUDING WITHOUT LIMITATION ANY APPLICATION, OR INFORMATION OR CONTENT MADE AVAILABLE THROUGH THE SERVICES, OR ANY OFFERS OFFERED THROUGH THE SERVICES, IN ANY MANNER OR FOR ANY PURPOSE (WHETHER PERSONAL OR BUSINESS) WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF YCS GROUP, LLC AND/OR ITS PARTICIPATING MERCHANTS. IN ADDITION, YOU SHALL NOT, WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF YCS GROUP, LLC AND ANY AFFECTED PARTICIPATING MERCHANT, MAKE COPIES OF ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED FROM OR THROUGH THE SERVICES, INCLUDING BUT NOT LIMITED TO TRANSLATING, DISASSEMBLING OR CREATING DERIVATIVE WORKS. IN THE EVENT THAT YCS GROUP, LLC PROVIDES EXPRESS WRITTEN CONSENT TO ANY SUCH ACTION OR USE, YOU SHALL ENSURE THAT ALL COPYRIGHT NOTICES AND TRADEMARK REGISTRATIONS APPEARING ON THE ORIGINALS ARE DUPLICATED ON ALL COPIES THEREOF, AND THAT THESE NOTICES AND REGISTRATIONS ARE NOT ALTERED OR OBSCURED IN ANY WAY.
YOU FURTHER AGREE NOT TO USE YCS PRODUCTS OR SERVICES, OR INFORMATION MADE AVAILABLE THROUGH THE SERVICES, OR ANY PRODUCT OR SERVICE OFFERED THROUGH THE SERVICES, FOR ANY UNLAWFUL PURPOSE, AND AGREE TO COMPLY WITH REASONABLE REQUESTS TO PROTECT THE RESPECTIVE RIGHTS OF YCS GROUP, LLC, ITS ASSOCIATES, ITS LICENSORS, ITS DATA PROVIDERS AND ITS PARTICIPATING MERCHANTS IN THE PRODUCTS AND SERVICES, AND IN THE INFORMATION MADE AVAILABLE THROUGH THE SERVICES, AND THE PRODUCTS AND SERVICES OFFERED THROUGH THE SERVICES.
Our Data Providers’ and/or Merchants’ Requirements
These Terms are subject to any requirements of YCS’s data providers or Merchants under their distinct agreements with YCS, including such additional financial and contractual requirements as may be imposed by such data providers or Merchants from time to time.
Disclaimer of Warranties
By using the Services, you expressly agree that your use of the Services, and of any Offers offered through the Services, are at your sole risk, and that you are solely responsible for any damage to your mobile device, phone, computer, network or computer system or loss of data that results from your use the Services or your downloading or accessing of any Application or any such material.
The Services, as well as the products and services offered by way of the Services, and all information, content, materials, and other products and services included or offered on or otherwise made available to you through the Services, are provided on an “AS IS”/“WITH ALL FAULTS” and “AS AVAILABLE” basis.
Neither YCS nor its affiliated companies nor any of their respective employees, contractors, officers, directors, representatives, agents, partners, subsidiaries, or anyone involved in developing, creating or providing the Services or any Content (collectively, “Associates”) warrant that the use of the Services will be uninterrupted or error-free, nor do they warrant the accuracy, integrity or completeness of the data, content or information provided on the Services, the products or services offered through the Services, or the products or services offered by any participating Merchant or any related promotional or informational material.
YCS makes no representation or warranty that any product or service, or any quantity or volume of products or services, offered by YCS is suitable or appropriate for any particular customer. YCS makes no representation or warranty that any content, product or service provided on the Services is applicable to, or appropriate for use in, locations outside the United States. YCS makes no representations or warranties of any kind, express, implied or statutory, as to the operation of the Services, as to any product or service, or as to any information, content, materials, or other products or services included on or otherwise made available to you on the Services. The Services, and all information provided through the Services, is subject to change without notice.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YCS GROUP, LLC AND ITS ASSOCIATES DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY REPRESENTATIONS OR WARRANTIES OF TITLE OR ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS THAT THE SERVICES OR ANY INFORMATION, CONTENT, PRODUCT OR SERVICE PROVIDED BY OR OBTAINED USING THE SERVICES
IS MERCHANTABLE, OF SATISFACTORY QUALITY, RELIABLE, ACCURATE, FIT FOR A PARTICULAR PURPOSE, USE OR NEED, FREE FROM INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, FREE OF DEFECTS OR ERRORS, ABLE TO OPERATE ON AN UNINTERRUPTED BASIS, THAT YOUR USE OF THE SERVICES COMPLIES WITH APPLICABLE LAWS, THAT INFORMATION TRANSMITTED USING OR IN CONNECTION WITH THE SERVICES (INCLUDING WITHOUT LIMITATION AS PART OF ANY ONLINE PAYMENT FEATURE) WILL BE SUCCESSFULLY, ACCURATELY OR SECURELY TRANSMITTED, OR THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED. NO ORAL ADVICE OR WRITTEN INFORMATION PROVIDED BY YCS OR ANY ASSOCIATE SHALL CREATE A WARRANTY.
YCS MAKES NO REPRESENTATION OR WARRANTY THAT ANY PRODUCT, SERVICE, INFORMATION, CONTENT, OR OTHER MATERIAL OBTAINED BY YOU USING THE SERVICES WILL MEET YOUR EXPECTATIONS. YCS DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD-PARTY IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SERVICES.
YCS DOES NOT WARRANT THAT THE SERVICES, OR ANY PRODUCT, SERVICE, INFORMATION, CONTENT, MATERIALS OR DATA INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES, ANY PRODUCT OR SERVICE, YCS’s SERVERS, OR ELECTRONIC COMMUNICATIONS SENT FROM YCS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Some states do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YCS GROUP, LLC NOR ITS ASSOCIATES SHALL BE LIABLE (i) WITH RESPECT TO YOUR USE OF THE SERVICES, ANY YCS PRODUCT OR SERVICE, OR ANY INFORMATION, CONTENT, MATERIALS, DATA, OR OTHER PRODUCTS OR SERVICES INCLUDED ON, PROVIDED, OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES, OR ANY YCS PRODUCT OR SERVICE, OR (ii) WITH RESPECT TO YOUR USE OF ANY THIRD-PARTY MERCHANT PAYMENT PROCESSING COMPANY OR ACCOUNT, OR (iii) FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR OTHER DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOSS, THEFT OR CORRUPTION OF INFORMATION OR DATA, YOUR INABILITY TO USE THE SERVICES, OR COMPUTER, DEVICE, PHONE OR SYSTEM FAILURE OR MALFUNCTION, IN EACH CASE EVEN IF YCS AND/OR SUCH ASSOCIATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM. YOUR SOLE REMEDY IS TO CEASE USE OF THE SERVICES. IF YOU OR YOUR AUTHORIZING
ENTITY ASSERTS A CLAIM AGAINST YCS AND/OR ITS ASSOCIATES FOR ANY REASON (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER CLAIM), THE AGGREGATE LIABILITY (IF ANY) OF YCS AND ITS ASSOCIATES SHALL BE LIMITED TO THE ACTUAL AMOUNT OF FEES OR COMPENSATION YOU PAID TO YCS UNDER YOUR AGREEMENTS WITH YCS DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GIVES RISE TO SUCH AN ALLEGATION OF LIABILITY.
NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, OR THESE TERMS MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER THE EVENT GIVING RISE TO SUCH CAUSE OF ACTION.
YCS shall not be liable for any act or omission of any member, volunteer, agent, servant, employee or representative of you or your organization.
You hereby acknowledge that the limitations in these Terms shall apply to all products, services, content, data, information and materials available through the Services.
You agree to indemnify, defend and hold harmless YCS Group, LLC, its affiliated companies, and their respective employees, contractors, officers, directors, representatives, agents, partners, subsidiaries, and anyone involved in developing, creating or providing the Services or any Content (each an “Indemnified Party”), from and against any and all claims, demands, losses, causes of action, suits, liability, damages, fines, penalties, costs and expenses (including but not limited to attorney’s fees) (collectively, “Claims”), incurred by an Indemnified Party arising out of or related to:
(i) your use or misuse of the Services, or any YCS product or service;
(ii) any product or service purchased or downloaded by you in connection with the Services;
(iii) your violation of these Terms (including without limitation any of the YCS policies, terms and conditions incorporated by reference in these Terms) or any applicable terms, conditions or policies of Apple, Inc. or Google Inc.;
(iv) your negligence;
(v) your violation or alleged violation of any rights of any third-party, including those of an Authorizing Entity;
(vi) any information submitted or otherwise provided by you or your Authorizing Entity to YCS or any other Indemnified Party, or that you or your Authorizing Entity transmit or otherwise make available using the Services; and
(vii) any dispute, litigation, claim or lawsuit between an Indemnified Party and a third-party, including an Authorizing Entity caused by or arising out of your conduct, actions, or omissions.
To the fullest extent permitted by law, the foregoing indemnification obligations will apply regardless of any fault, negligence or alleged breach of contract by YCS and/or any other Indemnified Party.
You acknowledge and agree that you are responsible for all use of the Services using your account, password and/or login information or credentials and/or your computer, system, phone, or mobile device, and that these Terms apply to any and all such uses.
You agree to comply with these Terms, your agreements with YCS, and (to the extent you download, access and/or use any Application) the Application End User Agreement of use, and to indemnify, defend and hold harmless the Indemnified Parties from and against any and all Claims arising from any use of your account, password and/or login information or credentials and/or your computer, system, phone, or mobile device, whether or not such use is expressly authorized by you.
You are solely responsible for your interactions with Merchants and other users of the Services. To the fullest extent permitted by law, you hereby release the Indemnified Parties from any and all Claims related to any product or service of a Merchant, any action or inaction of a Merchant (including without limitation any Merchant’s failure to comply with terms of any Offer or to comply with applicable law), and any conduct or speech (whether online or offline) of any other user, any Merchant or any other third-party.
These indemnification obligations will survive any termination of your relationship with YCS, your use of the Services, or any YCS products or services, and/or your agreements with YCS.
YCS reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification, in which event you will cooperate in asserting any available defenses.
Waiver of Jury Trial
Any and all disputes between you and/or your Authorizing Entity, on the one hand, and YCS Group, LLC and/or any Associate, on the other hand (collectively, the “Parties”), relating to or arising out of your purchase of any YCS product or service, your use of the Services, your agreements with YCS, or any promises or performances related thereto (each a “Transaction” and collectively, “Transactions”), that result in a lawsuit shall solely be resolved by a judge-tried, non-jury trial. THE PARTIES HEREBY WAIVE AND RELEASE ANY AND ALL RIGHTS TO TRIAL BY JURY WITH REGARD TO ANY AND ALL DISPUTES, DISAGREEMENTS, LAWSUITS, LITIGATION, CAUSES OF ACTION, CONTROVERSIES OR CLAIMS ARISING BETWEEN THE PARTIES IN CONNECTION WITH ANY TRANSACTION, WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHER
CLAIMS, OR ARISING FROM THE ACTS OR OMISSIONS OF EITHER PARTY IN THE COURSE OF THE PERFORMANCE OF ANY TRANSACTION.
These Terms, their interpretation, validity and effect, are governed by and shall be construed and interpreted in accordance with the laws of the State of Missouri (without giving effect to its conflict of laws principles). You irrevocably consent and submit to the exclusive jurisdiction of the federal and/or state courts situated in Clay County, Missouri for purposes of any dispute, disagreement, lawsuit, litigation, cause of action, controversy or claim arising out of or related to these Terms or the use of the Services, or any YCS product or service. You agree that you shall not raise, and you hereby waive, any defense based upon venue, inconvenience of forum, or lack of personal jurisdiction in any such legal action.
Modification or Termination of the Services; Modification of YCS Policies, Terms and Conditions
Notwithstanding any provision in these Terms, YCS reserves the right, in its sole discretion, at any time and without notice, to change or modify from time to time and/or terminate the Services and any products or services made available via the Services, and/or these Terms or any other YCS policies, terms and conditions. Your use of the Services following any such change constitutes your agreement to follow and be bound by these Terms as changed (including all applicable YCS policies, terms and conditions as changed).
If you are dissatisfied with the Services or any YCS policies, terms, conditions, products or services at any time, your sole and exclusive remedy is to cease using the Services and/or such products and/or services. Notwithstanding any other provision of these Terms or your agreements with YCS, YCS reserves the right, in its sole discretion, to terminate or suspend your access to the Services, or any YCS products or services at any time.
We encourage you to revisit the Services and review these Terms from time to time to ensure that you remain informed of any changes and in compliance with these Terms.
Changes or modifications to any written agreement that you have signed or entered into with YCS are not valid unless the same are in a writing signed by you and an authorized YCS representative.
No delay or failure by YCS to enforce any of these Terms at any time shall in any way affect, limit or waive any of YCS’s rights thereafter to enforce and compel strict compliance with every one of these Terms whether for past or future actions on the part of any person. Neither the receipt nor acceptance by YCS of any funds nor the reliance of any person on YCS’s actions shall be deemed to constitute a waiver of any part of these Terms.
If any provision of these Terms is held by a tribunal of competent jurisdiction to be illegal, invalid or otherwise unenforceable, then to the fullest extent permitted by law: (i) that provision shall be deemed severable from these Terms, all other parts of these Terms shall remain valid and enforceable, and the invalidity or unenforceability of the allegedly defective provision shall not invalidate or render unenforceable any other part of these Terms; and (ii) the allegedly defective provision shall be deemed modified to the extent necessary in the tribunal’s opinion to render it enforceable while preserving to the fullest extent possible the intent of the provision; and (iii) such finding of invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of such provision in any other jurisdiction.