Indemnification. You, the User of this Website, agree to indemnify and hold YOM, its subsidiaries, affiliates, parent, successors and/or assigns, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs, and expenses, including reasonable attorneys' fees, arising out of this Agreement or in connection with any use of the Website including but not limited to any damages, losses, or liabilities whatsoever with respect to damage to any property or loss of any data arising from the possession, use, or operation of the Website by the User or any customers, users, students, or others, or arising from transmission of information or the lack thereof connected with the Website described in this Agreement.
Termination. This Agreement shall remain in effect until terminated. This Agreement may be terminated at YOM's sole discretion and without prior notice, or by mutual written agreement between the parties, but not by the User. YOM may suspend, terminate, or delete your access to the Website without prior notice and in YOM's sole and unfettered discretion and YOM shall not be liable for any such suspension, termination, or deletion or its effects, including but not limited to interruption of business or education, loss of data or property, property damage, or any other hardship, losses, or damages. YOM may unilaterally and without notice terminate this Agreement and/or your access to the Website if you or any other person or entity using the Website violates any provision of this Agreement. YOM shall not be liable to you or to any third party for any termination. Upon termination you or any other person or party using the Website shall cease to use the Website at your sole cost and expense.
Updates. At its option, from time to time, YOM may create updated versions of the Website and may make such updates available to you either for a fee or for free. Unless explicitly stated otherwise, any such updates will be subject to the terms of this Agreement including any amendments to this Agreement, to be determined in YOM's sole discretion.
Proprietary Materials. All content available through the Website, including designs, text, graphics, pictures, video, information, applications, software, music, sound, and other files, and their selection and arrangement (“Site Content”), as well as all software and materials contained in or related to the Website are protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws. You hereby agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from such content or materials. Systematic retrieval of data or other content from the Website to create or compile, directly or indirectly, a collection, compilation, recreation, database, or directory of Website materials is prohibited except as provided for herein. Use of Website content or materials for any purpose not expressly provided for herein is prohibited.
Disclaimer of Warranty. The Website is provided “as is,” with all faults and without warranty of any kind. YOM HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE WEBSITE, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. YOM DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS THAT THE CONTENT IS ACCURATE, RELIABLE, OR CORRECT OR THAT IT WILL MEET YOUR NEEDS OR REQUIREMENTS, THAT THE WEBSITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. You assume the entire risk as to the quality, results, and performance of the Website as well as the entire risk and cost of all service, repair, or correction. No oral or written information, advice, suggestions, or recommendations given by YOM, its representatives, dealers, distributors, agents, or employees shall create a warranty or in any way increase the scope of this Agreement and you may not rely on any such information, advice, suggestions, or recommendations. Some jurisdictions do not allow the exclusion or limitation of certain warranties or consumer rights so some exclusions and limitations may not apply to you.
Limitation of Liability. You hereby agree that YOM, its subsidiaries, affiliates, and assigns, and each of their directors, officers, agents, contractors, partners, and employees, shall not be liable to you or any third party for any indirect, special, consequential, or incidental damages including but not limited to damages for loss of funds or property, business interruption, loss of business opportunity, loss of data, or any other hardship, damages, or losses arising out of or related to: the use or inability to use the Website, however caused; unauthorized or accidental access to or alteration of data; statements or conduct of any third party; or any matter relating to the use of the Website; and even if YOM has been advised of the possibility of such damages. Some jurisdictions do not allow the exclusion or limitation of certain remedies or damages so some exclusions and limitations may not apply to you.
Severability. If any provision of this Agreement is held to be ineffective, unenforceable, or illegal for any reason, YOM shall be deemed reformed such provision to the extent necessary to make it effective, enforceable, and legal or such provision may be deemed severed and in either case this Agreement with such provision reformed or severed shall remain in full force and effect to the fullest extent permitted by law.
Controlling Law and Controversies. This Agreement shall be governed by the laws of the State of Florida and of the United States. You understand and agree that use of the Website may involve interstate data transmissions which may be considered a transaction in interstate commerce under federal law. If any controversy or claim arising out of or relating to this Agreement cannot be solved by negotiation between the parties, the parties hereby agree to attempt in good faith to settle the dispute through mediation administered by a mutually agreed upon mediator in Escambia County, FL. In the event of legal action relating to the Agreement or the Website, the venue of such action shall be in the State or Federal Court situated in Escambia County, Florida, and User expressly waives any defense of forum non conveniens.
Entire Agreement. This Agreement constitutes the entire agreement between YOM and the User relating to the subject matter hereof and supersedes all prior understandings, promises, and undertakings, if any, made orally or in writing with respect to the subject matter hereof. No modification, amendment, waiver, termination, or discharge of any portion of this Agreement shall be binding unless executed and confirmed in writing by YOM.
References. All references herein shall mean, include and refer to YOM, its subsidiaries, affiliates, parent, successors and/or assigns.