YULY360 CORPORATION

Terms of Use Agreement

YULY36O TERMS OF USE

1. INTRODUCTION

Welcome to http://www.yuly360.com  (the “Website”).  Our Website is owned and operated by Yuly360 Corporation (collectively referred to herein as “Yuly360,” “we,” “us” and “our”).

By using the Website, you agree to all terms and conditions in this Terms of Use Agreement (the “Agreement”) and any and all rules and guidelines found throughout the Website.  Please read our Agreement carefully, this Agreement applies to all users of the Website.

By using the Website, you represent that you are at least 13 years of age.  Yuly360 does not knowingly collect personally identifiable information from any users under the age of 13. We ask that you do not use or register for the Website if you are under 13 years of age.

Please be advised, when you use either current or future versions of our Website, you will be subject to the terms and conditions of this Agreement.  We recommend printing a copy of this Agreement for your records.  Based on business needs we retain the right to modify the terms of this Agreement as necessary. Changes will be posted as a new Terms of Use Agreement. Use of the Website following any such future revision constitutes your agreement to the terms of the modified Agreement.  We recommend you visit this page periodically to learn of any changes to this Agreement.

2. PRIVACY

We respect and value your privacy, our commitment is reflected in our Privacy Policy, which governs your visit to the http://www.yuly360.com Website.  The terms and conditions of our Privacy Policy are incorporated herein and documented as part of the Terms of Use Agreement.

3. CONSIDERATION

You acknowledge that this Agreement is supported by reasonable and valuable consideration, the receipt and adequacy is hereby acknowledged.  Without limiting the foregoing, you acknowledge that such consideration includes, without limitation, your use of the Website any related information available at and through the Website.

4. RESTRICTIONS ON USE OF MATERIALS

Trademarks.  Yuly360, our trademarks, service marks, trade names, and trade dress on our Website are trademarks or registered trademarks of Yuly360 and our affiliates, licensors and licensees in the United States and other countries.  All rights in such names are hereby reserved.  The use or misuse of these trademarks or any materials, except as permitted herein or expressly written, is prohibited, and nothing stated or implied on the Website confers on you any license or right under any patent or trademark owned or controlled by Yuly360 or any third party.

Copyright.   All information, text, images, photographs, graphics, videos, music, user interface and other content and materials contained on the Website are the copyrighted property of Yuly360 or its third-party licensors to the full extent provided under the United States Copyright Act and all international copyright laws.  Under applicable copyright laws, you are prohibited from copying, reproducing, modifying, distributing, displaying, performing, or transmitting any of the contents of the Website for any purposes.  Nothing stated or implied on the Website confers on you any license or right under any copyright of Yuly360 or any third party.

The Website and the information contained in reference herein are for your personal, non-commercial use only.  Except as otherwise specifically permitted herein, you shall not broadcast, duplicate, copy, reproduce, edit, manipulate, modify, publish, rent, sell, publicly display, perform, distribute, transmit, or circulate to anyone the contents of the Website, or use the contents of the Website in litigation, or for any commercial or promotional purposes, without the express written consent of Yuly360 or its lawful successors and assigns.

For usage permission, please contact us via e-mail at info@yuly360.com.

5. NOTICE OF COPYRIGHT INFRINGEMENT

We respect and honor the intellectual property of others.  If you believe that your work has been copied and is accessible on the Website in a way that constitutes copyright infringement, please provide us with the following information:

a) Identification of the copyrighted work claimed to have been infringed;

b) Identification of the allegedly infringing material on the Website that is requested to be removed;

c) Your name, address, and daytime telephone number, and an e-mail address if available, so that we may contact you if necessary;

d) A statement that you have a good faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or the law;

e) A statement that the information in the notification is accurate and, under penalty of perjury, that the signatory is authorized to act on behalf of the owner of an exclusive copyright right that is allegedly infringed; and

f) An electronic or physical signature of the copyright owner or someone authorized on the owner’s behalf to assert infringement of copyright and to submit the statement.

For Copyright Infringement claims, please contact us via e-mail at info@yuly360.com.

6. REGISTRATION

You do not have to register to view the Website.  You can visit the Website, read articles and other materials, browse merchandise, post comments and product reviews, and check on offerings without registering for a user account.  However, you must register for an account to purchase products through the Website.  To register, you must create a user account, which requires you to provide your e-mail address and select a password.  When creating a user account, you must provide accurate, complete, and updated registration information.  You are solely responsible for the activity that occurs on your account, and you must keep your account password secure.  We request that you notify Yuly360 immediately of any breach of security or unauthorized use of your account.  Yuly360 will not be held liable for any losses caused by unauthorized use of your account.  Yuly360 reserves the right to refuse registration or terminate a user account at any time in its sole discretion.  You may also terminate or discontinue your own account at any time.

7. COMMENTS AND UNSOLICITED SUBMISSIONS

We welcome your comments and feedback about the Website and our products. The Website enables our users to post comments and product reviews that may be viewed by other users.  Any comments, reviews, testimonials, feedback, notes, messages, ideas, suggestions or other communications (collectively, “Comments”) posted to the Website or sent to us, whether through the Website, e-mail, facsimile, U.S. mail, or by other means, shall be and remain the exclusive property of Yuly360.  Your submission of any such Comments shall constitute an irrevocable assignment to Yuly360 of any and all worldwide rights, titles, and interests in all copyrights and other intellectual property rights in the Comments.  As such, Yuly360 (and its licensees, distributors, agents, representatives, and other authorized users) will be entitled to use, reproduce, disclose, publish, and distribute any material you submit for any purpose whatsoever, without restriction and without compensating you in any way.  For this reason, we ask that you not send us any Comments that you do not intend to assign to us, including any confidential materials such as product ideas, concepts, data, technical information, suggestions, photographs, artwork, stories, videos, audiovisual works, sound recordings, program formats, characterizations, and/or other similar materials (“Unsolicited Submissions”).

If, despite our request, you intentionally or unintentionally send us Unsolicited Submissions, we (and our licensees, distributors, agents, representatives, and other authorized users) shall be entitled to unrestricted use of such Unsolicited Submissions for any purpose whatsoever, commercial or otherwise, without the requirement of any permission from or payment to you or to any other person or entity.  If there exists any doubt or ambiguity about whether any material constitutes an Unsolicited Submission, such material shall be conclusively deemed to be an Unsolicited Submission.  No Unsolicited Submission shall be subject to any obligation of confidentiality on our part and we shall not be liable for any use or disclosure of any Unsolicited Submission.  Without limiting the foregoing, you hereby grant Yuly360 (and its licensees, distributors, agents, representatives, and other authorized users), without the requirement of any permission from or payment to you or to any other person or entity, a perpetual, non-exclusive, irrevocable, fully-paid, royalty-free, sub-licensable, and transferable worldwide license to use, re-use, reproduce, transmit, print, publish, display, exhibit, distribute, re-distribute, copy, host, store, cache, archive, index, categorize, comment on, broadcast, stream, edit, alter, modify, adapt, translate, create derivative works based upon, and publicly perform such Unsolicited Submissions, in whole or in part, in all media formats and channels now known or hereafter devised for any and all purposes including, without limitation, news, advertising, promotional, marketing, publicity, trade, or commercial purposes, all without further notice to you and with or without attribution (the “Submissions License”).  You agree to the foregoing grant of rights, consents, agreements, and assignments whether or not your Unsolicited Submissions are used by us.

You hereby appoint us as your agent with full power to enter into and execute any document and/or do any act we may consider appropriate to confirm the grant of rights, consents, agreements, assignments, and waivers set forth in this Agreement.

You agree that any Unsolicited Submissions you make are not being made in confidence or trust and that no confidential or fiduciary relationship is intended or created between you and us in any way.  To the extent any “moral rights,” “ancillary rights,” or similar rights in or to the Unsolicited Submissions exist and are not exclusively owned by us, you agree not to enforce any such rights as to us or our licensees, distributors, agents, representatives, and other authorized users, and you shall procure the same agreement not to enforce from any others who may possess such rights.

The terms of the Submissions License shall govern our right to use all Unsolicited Submissions. Without limiting the scope of the Submissions License or any future grant of rights, consents, agreements, assignments, and waivers you may make with respect to Unsolicited Submissions, you hereby ratify any prior grant of rights, consents, agreements, assignments, and waivers made by you with respect to Unsolicited Submissions submitted by you to us.

8. LICENSE AND WEBSITE ACCESS

Yuly360 grants you a limited, revocable, and nonexclusive license to access and make personal use of the Website but not to download (other than page caching) or modify it, or any portion of it, except with express written consent of Yuly360.  This license does not include any resale or commercial use of the Website or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of the Website or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, spiders, or similar data gathering and extraction tools.

Neither the Website nor any portion of the Website may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Yuly360.  You may not frame or use framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Yuly360 and its affiliates, licensors, or licensees without express written consent of Yuly360.  You may not use meta tags or any other hidden text using Yuly360’s name or trademarks without the express written consent of Yuly360.  Any unauthorized use will immediately terminate the permission or license granted by Yuly360.

You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of Yuly360 so long as the link does not portray Yuly360 or its products or services in a false, misleading, derogatory, or otherwise offensive manner as determined by Yuly360 in its sole discretion.  You may not use any Yuly360 logo or other proprietary graphic or trademark as part of the link without express written permission of Yuly360.  You may not make any other part of the Website, other than the home page of the Website, available as part of another service by “deep linking,” or otherwise, without prior written permission from Yuly360.

9. THIRD-PARTY AND CO-BRANDED WEBSITES

The Website may contain hyperlinks (“links”) to websites operated by persons or entities other than Yuly360 (“third-party Websites”) or to co-branded websites operated by a third party, including Yuly360’s affiliates and licensees (“co-branded Websites”).  We provide such links for your reference and convenience only.  A link from the Website to a third-party or co-branded Website does not mean or imply that Yuly360 endorses the content on that third-party or co-branded Website or the operator or operations of that third-party or co-branded Website.  Yuly360 explicitly disclaims any responsibility for the accuracy, completeness, or availability of information, content, and materials found on any third-party or co-branded Website.  Yuly360 does not endorse any of the merchandise, nor can we ensure that you will be satisfied with any products or services that you purchase from a third-party or co-branded Website.  Yuly360 does not make any representations or warranties as to the security of any information, content, or materials (including, without limitation, credit card and other personal information) you might be requested to give to any third-party.  You hereby irrevocably waive any claim against Yuly360 with respect to information, content and materials contained on any third-party or co-branded Website, and any information, content, and materials you provide to such third-party or co-branded Website (including, without limitation, credit card and other personal information).  You are solely responsible for determining the extent to which you use any content at any third-party or co-branded Website to which you might link from our Website.  We therefore strongly encourage you to make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third-parties.

YULY360 IS NOT RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES INCURRED AS A RESULT OF ANY DEALINGS WITH ANY THIRD-PARTY OR CO-BRANDED WEBSITE, ANY MERCHANT OR OPERATOR OF A THIRD-PARTY OR CO-BRANDED WEBSITE, OR ANY OTHER PERSON WITH WHOM YOU ENGAGE IN ANY TRANSACTION.

10. YOUR RESPONSIBILITIES

You agree to comply with all applicable laws in connection with your use of the Website, and such further limitations as may be set forth in any written or on-screen notice from Yuly360.  As a condition of your use of the Website, you warrant that you will not use the Website for any purpose that is unlawful or prohibited by this Agreement.  All information that you provide in connection with any interaction with the Website or any co-branded Website must be accurate, complete, and current.

By using the Website, you agree not to violate or attempt to violate the security of the Website, including, by way of illustration but not limitation, actions such as accessing data not intended for you or logging into a server or account that you are not authorized to access; attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; attempting to interfere with service to any user, host, or network, including, without limitation, by way of submitting a virus to or overloading, “flooding,” “spamming,” “mailbombing,” or “crashing” the Website; sending unsolicited e-mail, including promotions and/or advertising of products or services; and forging any TCP/IP packet header or any part of the header information in any e-mail or posting.

11. TERMINATION OR RESTRICTION

Yuly360 may terminate or restrict your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately.  You may also terminate your use of the Website at any time, provided the provisions of this Agreement, including, without limitation, ownership provisions, warranty disclaimers, and indemnity limitations, shall survive any such termination.

12. RISK OF LOSS

All products purchased from the Website are transported and delivered to you by an independent carrier not affiliated with, or controlled by, Yuly360.  Title to products purchased on the Website, as well as the risk of loss for such products, passes to you when Yuly360 delivers these items to the carrier.

13. PRODUCT INFORMATION

Yuly360 attempts to be accurate in describing its products and services on the Website.  We do not warrant that product and service descriptions or other content of this or any other Website are complete, reliable, current, or error-free.

We have made every effort to display as accurately as possible the colors of our products that appear on the Website.  However, as the actual colors you see depend on your computer monitor and other factors beyond Yuly360’s control, we cannot guarantee that your computer’s display of any color on the Website will be accurate.

Unless otherwise stated, the prices displayed at the Website are quoted in U.S. Dollars.

14. DISCLAIMER OF WARRANTIES AND LIMITATIONS ON LIABILITY

THE WEBSITE IS PROVIDED BY YULY360 ON AN “AS IS” AND “AS AVAILABLE” BASIS.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, YULY360 MAKES NO REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEBSITE OR THE INFORMATION, CONTENT, THIRD-PARTY CONTENT, MATERIALS, PRODUCTS, SERVICES, OR LINKED SERVICES PROVIDED ON OR THROUGH THE WEBSITE, INCLUDING WITHOUT LIMITATION, THAT THE INFORMATION PROVIDED THROUGH THE WEBSITE WILL BE FREE FROM ERROR, OMISSION, INTERRUPTION, DEFECT, OR DELAY IN OPERATION, OR FROM TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS; THAT THE WEBSITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT DEFECTS OR ERRORS IN THE SERVICE WILL BE CORRECTED; OR THAT THE CONTENT ON THE WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY INFORMATION ON THE WEBSITE IS SUBJECT TO CHANGE WITHOUT NOTICE, AND WE DISCLAIM ALL RESPONSIBILITY FOR THESE CHANGES.  YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YULY360 DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.D

IN NO EVENT WILL YULY360, OR ANY PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE WEBSITE, BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL, AND CONSEQUENTIAL DAMAGES OR ANY DAMAGES OF ANY TYPE OR NATURE ARISING OUT OF YOUR ACCESS, USE, MISUSE, OR INABILITY TO USE THE WEBSITE OR ANY LINKED SITES OR SERVICES; IN THE EVENT A THIRD PARTY INTERCEPTS OR DECRYPTS ANY TRANSMISSION OF INFORMATION THAT YOU PROVIDE TO YULY360 THROUGH THE WEBSITE; OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION, OR TRANSMISSION, COMPUTER VIRUS, OR LINE OR SYSTEM FAILURE, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF WE HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  CERTAIN STATES OR JURISDICTIONS 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, AND YOU MAY HAVE ADDITIONAL RIGHTS.

15. APPLICABLE LAW AND DISPUTES

This Agreement, your rights and obligations, Yuly360’s rights and obligations, and all actions contemplated by this Agreement, will be governed by the laws of the United States of America and the State of Florida, without regard to principles of conflicts of law and as if this Agreement were a contract wholly entered into and wholly performed within the State of Florida.

Any dispute relating in any way to your visit to the Website or to products you purchase through the Website shall be submitted to confidential arbitration in Fort Lauderdale, Florida, United States of America, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in Florida, United States of America, and you consent to exclusive jurisdiction and venue in such courts.

Arbitration under this Agreement shall be conducted under the JAMS Streamlined Arbitration Rules and Procedures in effect at the time the demand for arbitration is filed.  The parties specifically incorporate the terms of Florida Code of Civil Procedure section 1.280 with respect to discovery.  The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction.  To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

16. INDEMNIFICATION

You hereby agree to indemnify, defend, and hold Yuly360, its licensors, licensees, distributors, agents, representatives, and other authorized users, and each of the foregoing entities’ respective resellers, distributors, service providers, and suppliers, and all of the foregoing entities’ respective officers, directors, owners, employees, agents, representatives, and assigns (collectively, the “Indemnified Parties”) harmless from and against any and all losses, damages, liabilities, and costs (including, without limitation, settlement costs and any legal or other fees and expenses for investigating or defending any actions or threatened actions) incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of this Agreement.  You shall use your best efforts to cooperate with Yuly360 in the defense of any claim.  Yuly360 reserves the right, at its own expense, to employ separate counsel and assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

17. MISCELLANEOUS LEGAL PROVISIONS

Yuly360 may discontinue this Website at any time and for any reason, without notice.  Yuly360 may change the contents, operation, or any and all other features of this Website at any time for any reason, without notice.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Yuly360 as a result of this Agreement or your use of the Website.  Nothing contained in this Agreement is in derogation of our right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Website or information provided to or gathered by us with respect to such use.  A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Yuly360’s failure to enforce any provision of this Agreement or respond to a breach by you or other parties shall not in any way waive its right to enforce subsequently any terms or conditions of this Agreement or to act with respect to similar breaches.

If any provision in this Agreement is invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect, and the invalid unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision.

This Agreement constitutes the entire and final agreement regarding the Website and its contents, and supersedes any prior or contemporaneous communications between you and Yuly360 regarding the Website and its contents.

All rights not expressly granted herein are hereby reserved to Yuly360.

Secure Shopping Guarantee

Yuly360.com uses the industry standard encryption protocol known as Secure Socket Layer (SSL) to keep your order information secure.

Secure Shopping Guarantee has been established for every transaction made with Yuly360.com.  If any unauthorized charges were to appear on your credit card as a result of shopping with Yuly360.com, you must notify your credit card provider in accordance with its reporting rules and procedures.

We will cover the liability of purchases made through this web site only if the unauthorized use of your credit card resulted through no fault of your own.  If your bank holds you responsible for fraudulent charges, we will cover your liability up to $50.00.

18. ACCESSIBILITY

We’re fully committed to making our products accessible to all, including people with disabilities. We follow the Web Content Accessibility Guidelines (WCAG) and use the Accessible Rich Internet Applications (ARIA) specification. Yuly360 is passionate about enabling Independence for everyone. If you need an accommodation or request for additional help, please contact us directly at hello@yuly360.com or 833.524.0909. We will consider all requests.