PLEASE BE AWARE THAT THE AGREEMENT INCLUDES LIMITATIONS ON THE LIABILITY OF AYICONNECTION RELATING TO THE SERVICE AND THE PRODUCTS AND SERVICES OFFERED THROUGH THE SERVICE, CERTAIN CONDITIONS AND LIMITATIONS WITH RESPECT TO JURISDICTION AND BRINGING CLAIMS AGAINST AYICONNECTION (INCLUDING A MANDATORY ARBITRATION PROVISION), AND CERTAIN EXCLUSIONS OF AYICONNECTION’S RESPONSIBILITY WITH RESPECT TO THE SERVICE AND THE PRODUCTS AND SERVICES OFFERED THROUGH THE SERVICE.
Terms and Conditions
- The Agreement comprises the entire agreement between the parties, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral.
- The Agreement prevails over any of User’s general terms and conditions regardless whether or when User has submitted its request for proposal, order, or such terms. Provision of services to User does not constitute acceptance of any of User’s terms and conditions and does not serve to modify or amend the Agreement.
- Oral modifications of the Agreement are not binding.
Description of Site and Services.
- AyiConnection is an online marketplace that connects individuals seeking family services (“Families”) with individuals seeking to provide family services related to care or learning (“Helpers”, and, collectively with Families, “Users”). AyiConnection allows Families to post jobs (“Jobs”) and Helpers to publish their activities (“Helper Activities”) on AyiConnection (“Listings”) and to communicate directly with each other to allow for booking. Helper Activities may include the creating and offering of care or learning related activities, including the provision of online classes, and may include access to unique locations and activities. Helper Activities may be held in person or online.
- AyiConnection reserves the right to review and approve all Users. Such approval is at the sole discretion of AyiConnection, and may be conditioned upon successful completion of a criminal background check, reference check, other cautionary basic review processes and any other conditions AyiConnection deems necessary or advisable. AyiConnection also reserves the right to terminate Helper Activities at any time for any reason (or no reason), at AyiConnection’s sole discretion.
- When Families request a booking and Helpers accept a booking, they are entering into a contract directly with each other. AyiConnection is not and does not become a party to or other participant in any contractual relationship between Families and Helpers. AyiConnection is not acting as an agent in any capacity for any User.
- To increase Jobs and Listings exposure and promote AyiConnection, content Users submit or make available for inclusion on the Service (“Content”) may be displayed on other applications such as Facebook or Wechat, within emails, and in online and offline advertisements. To assist Helpers or Families who speak different languages, Content may be translated, in whole or in part, into other languages utilizing translation tools powered by Google. AyiConnection cannot guarantee the accuracy or quality of such translations and Families and Helpers are responsible for reviewing and verifying the accuracy of such translations.
- AyiConnection is not an employment service and does not serve as an employer of Users, or recruit Users for employment, secure employment for Users or evaluate or test Users for employment purposes. AyiConnection has no control over, and expressly disclaims any liability for, the acts or omissions of any Users on or off the Site and makes no representations or warranties about the quality of the care services provided by any User. AyiConnection is not responsible for the performance or conduct, whether on or off the Site, of Users. Users transact amongst themselves. AyiConnection is NOT involved in the transactions. Users should make their own assessments and decisions prior to interaction. As such, AyiConnection expressly disclaims, and each User expressly releases AyiConnection from any and all liability whatsoever for any controversies, claims, suits, injuries and/or damages arising from and/or in any way related to the Site, including without limitation any acts and/or omissions of Users on or off the Site.
Use of AyiConnection Services
- By using AyiConnection’s services, websites, platforms or applications, including any subsequently acquired or developed services, websites, platforms or applications (collectively, the “Service”) each User represents and warrants that such User (i) is at least 18 years old and (ii) has at all times complied, and will at all times comply with all laws and regulations, including without limitation all laws and regulations relating to the User’s authorization to work in the jurisdiction in which User seeks to provide or receive services. AyiConnection reserves the right to require proof that each user meets the requirements stated in this Section 3A. Failure to provide accurate proof of age shall result in a forfeit of any virtual items associated with such User’s account.
- Users may be required to register as a user or create an account in order to use the Service. By registering or creating an account, each User agrees to provide accurate and complete information and to inform AyiConnection of any changes to that information. Each registration is for a single User only, unless otherwise expressly provided on the registration page. Each User is responsible for maintaining the confidentiality of such User’s account and password and for restricting access to such User’s computer. Each User agrees to accept sole responsibility for all activities that occur under such a User's account or password, and expressly acknowledges that AyiConnection disclaims any and all responsibility or liability for such activities. Each User agrees to immediately notify AyiConnection if such User believes there has been unauthorized use of such User’s account.
- By using the Service, each User hereby grants AyiConnection the following world-wide, royalty free and non-exclusive licenses with respect to such User’s Content: the license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on the Service solely for the purposes of providing and promoting AyiConnection and the Service.
- AyiConnection reserves the right to review and help update the Helper’s Listings or Families’ Jobs to make them more relevant.
- When creating a Listing through AyiConnection, each Helper must (i) provide complete and accurate information about its Helper Activities (including description, location, and availability), (ii) disclose any deficiencies, restrictions and requirements that apply to its Helper Activities, and (iii) provide any other information requested by AyiConnection. Each Helper is responsible for keeping its Listing information (including calendar availability) updated at all times.
- Each Helper is solely responsible for setting a price (including any taxes if applicable, or charges such as cleaning fees) for such Helper’s Listing (“Listing Fee”). Helpers have an option to provide flexible pricing and accept a new price when a Family submits an offer. Once both Family and Helper accept the offer, the Helper will be entering into a legally binding agreement with the Family and shall be responsible for delivering or performing the Helper Services. Each Helper agrees to pay the applicable Helper Fee and any applicable taxes.
- Any terms and conditions included in a Helper’s Listing, in particular in relation to cancellations, must not conflict with the Agreement or any AyiConnection cancellation policy applicable to such Helper’s Listing.
- The placement and ranking of Listings in search results on the AyiConnection may vary and depend on a variety of factors, such as search parameters and preferences, requirements, price and calendar availability, reviews, and type.
- Helpers are responsible for their own acts and omissions including acceptance of booking, and are also responsible for the acts and omissions of any individuals who are otherwise present at the Listing or during the course of any Helper Activity at such Helper’s request or invitation, excluding Families.
Disputes and Cancellations:
- AyiConnection encourages Helper and Family to try and settle conflicts amongst themselves and cancel booking based on Helper’s cancellation policy. If for any reason this fails Users may reach out to AyiConnection, but AyiConnection shall be under no obligation to facilitate the resolution of disputes between Helper and Family.
- AyiConnection, through its third party payment services helpers, reserves the right to cancel orders or place funds on hold for any suspected fraudulent transactions made on the Service.
- AyiConnection may, but is under no obligation to, help facilitate the resolution of disputes, however, AyiConnection has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Listings or Helper Activities, (ii) the truth or accuracy of any Listing descriptions, ratings, reviews, or other Content, or (iii) the performance or conduct of any Helper, Family or third party. AyiConnection does not endorse any Helper, Listing or Helper Activity. Any references to a Helper being "verified," or similar language, only indicate that the Helper has completed a relevant verification or identification process and nothing else. Any such description is not an endorsement, certification or guarantee by AyiConnection about any Helper, including of the Helper’s identity or background or whether the Helper is trustworthy, safe or suitable.
- It is highly recommended for Families and Helpers to exercise due diligence and care when deciding whether to use any Helper Activities, accept a booking request from a Family, or communicate and interact with each other, whether online or in person.
AyiConnection Fees and Purchases
- Each User agrees to pay all fees incurred by such User or anyone using an account registered to such User with or without such User’s knowledge.
- Each User agrees to pay for booking fees and/or subscription fees of the chosen period, according to AyiConnection’s pricing policies.
- EACH USER ACKNOWLEDGES THAT AYICONNECTION IS NOT REQUIRED TO PROVIDE A REFUND FOR ANY REASON, AND THAT SUCH USER WILL NOT RECEIVE MONEY OR OTHER COMPENSATION WHEN AN ACCOUNT IS CLOSED, WHETHER SUCH CLOSURE WAS VOLUNTARY OR INVOLUNTARY.
- On the Service Users may purchase, with “real world” money, a limited, personal, non-transferable, non-sublicensable, revocable license to use goods or services (“Merchandise”). Users are only allowed to purchase Merchandise from AyiConnection or its authorized partners through the Service, and not in any other way.
- AyiConnection may manage, regulate, control, modify or eliminate Merchandise with or without notice. AyiConnection shall have no liability to any User or any third party in the event that AyiConnection exercises any such rights. No transfer of Merchandise is allowed unless specifically authorized in writing by AyiConnection.
- ALL PURCHASES AND REDEMPTIONS OF A VIRTUAL CURRENCY MADE THROUGH AYICONNECTION ARE FINAL AND NON-REFUNDABLE.
- AyiConnection reserves the right to suspend account access and take any account offline for any reason or no reason, at AyiConnection’s sole discretion. AyiConnection is not liable for any User’s potential damages upon suspension.
- Each User and AyiConnection acknowledges and agrees that all disputes, claims or other grievances between such User and AyiConnection, including, without limitation claims arising out of or relating to any aspect of the relationship between such User and AyiConnection and/or such User’s use of the Service, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, shall be resolved through binding arbitration brought before a single arbitrator. The arbitrator must follow this agreement and has the ability to award the same relief as a court could. You must opt out of this arbitration agreement at the time of registration.
- For purposes of this Section 4D, references to a “User” include such User’s agents, employees, predecessors in interest, successors, heirs (including any beneficiaries named in any estate planning document) and assigns.
- Each User acknowledges and agrees that by using the Service, such User is knowingly waiving the right to a trial by jury or to participate in a class action. The Federal Arbitration Act (“FAA”) governs the interpretation and enforcement of this Section 4D. This Section 4D survives termination of the Agreement.
- A User who intends to seek arbitration must first send, by U.S. certified mail, a written Notice of Dispute (“Notice”) to AyiConnection at 304 W. Boyd Dr., #1881, Allen, TX 75013. The Notice must (A) describe the nature and basis of the claim or dispute and (B) set forth the specific relief sought. If such User and AyiConnection are unable to reach an agreement to resolve the claim or dispute within thirty (30) days after the Notice is received, the parties may commence an arbitration proceeding.
- The arbitration shall be governed by the Arbitration Rules of the American Arbitration Association (the “AAA”), as modified by the Agreement, and will be administered by the AAA. Each User and AyiConnection acknowledges and agrees that the arbitration proceedings shall take place in Collin County, Texas.
- Any appeals of the arbitration and any other lawsuits (such as requests for injunctive relief) arising from the Agreement shall be filed exclusively in Collin County, Texas. No court shall have juridiction over any lawsuits arising from the Agreement or the User’s use of the Service unless and until the parties complete arbitration pursuant to this Section 4D.
Credit Card Usage
- Any agreement formed by the User with Stripe, Inc. or any other third party payment processer used by AyiConnection or any User for purposes of collecting payment (each, a “Merchant Gateway Helper”) in no way binds, forms a partnership, creates a duty or a liability on the part of AyiConnection. All charge disputes must be brought through the Merchant Gateway Helper.
Updates to the Service
- Each User understands that the Service is evolving and may be changed, modified, supplemented or updated at any time without notice to any User. AyiConnection may require each User to accept updates to the Service, including, without limitation, updates to any AyiConnection applications such User has installed on its device. AyiConnection may make any necessary updates to any User’s profile or information in connection with any update to the Service.
- When any User uses the Service, or sends e-mails, text messages, and other communications from such User’s desktop or mobile device to AyiConnection, such User is communicating with AyiConnection electronically. Each User consents to receive communications from AyiConnection electronically, such as e-mails, texts, mobile push notices, or notices and messages on the Service. Each User agrees that all agreements, notices, disclosures, and other communications that AyiConnection provides to such User electronically satisfies any legal requirement that such communications be in writing.
Patents, Copyrights and Trademarks:
- The technology and content provided by AyiConnection are owned by or licensed to AyiConnection and subject to protections afforded by United States and international patent, copyright, trademark and other intellectual property laws. AyiConnection and its licensors retain all proprietary rights to that content and technology. Please see notices on individual referenced sites, products and services for additional notices and information. The trademarks, service marks, trade names and logos appearing on the Service (collectively, the “Trademarks”) are trademarks of AyiConnection and or its affiliates or licensors. Nothing in this Agreement serves to grant any User, by implication or otherwise, any license or right to use any Trademarks displayed on the Service without the express written permission of AyiConnection or such third party that may own the displayed Trademarks.
- By offering the Service for use, AyiConnection provides Users with a worldwide, nonexclusive, nontransferable, revocable, limited license to access and use of the information and services on the Service, strictly subject to and in accordance with the Agreement. AyiConnection reserves the right to terminate this license at any time and for any reason or no reason, at AyiConnection’s sole discretion. Failure by a User to comply with the Agreement will result in automatic termination of this license, with or without prior notice, and such User must immediately destroy all copies of any downloaded materials in its possession or control. Except for the limited license set forth in the Agreement, AyiConnection does not grant any User any express or implied rights or licenses under any patents, trademarks, copyrights, or other proprietary or intellectual property rights.
Usage Restrictions. By accessing, browsing, or using the Services, each User agrees to the following restrictions:
- Such User will not use, intentionally or unintentionally, the Service or any of the content, information, or services on the Service in a manner contrary to or in violation of any applicable international, national, federal, state, or local law, rule, or regulation;
- Such User will not use the Service in any manner that could harm, infect, takeover, disable, overburden, or otherwise impair any of AyiConnection’s computer systems, including, but not limited to, the servers, networks, and other components connected to or used for the Service;
- Such User will not interfere with any other party's use and enjoyment of the Service, or of any of the content, information, or services provided on the Service;
- To the extent that such User is able to upload, post or otherwise transmit Content using the Service, such User will not upload, post, or otherwise transmit any Content that it does not have a right to transmit under any law, rule or regulation, or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- Such User will not upload, post, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
- Such User will not attempt to gain unauthorized access to any services, accounts, computer systems, or networks connected to any server used for the Service, through password mining, hacking, or any other means;
- Such User will not seek to gain access to any materials or information through any means not intentionally made available by AyiConnection;
- Such User will not reproduce, duplicate, copy, download, store, further transmit, disseminate, transfer, or otherwise exploit the Service, or any portion thereof, without AyiConnection’s prior written consent;
- Such User will not use any framing techniques to enclose any portion of the Service (including, but not limited to, images, text, page layout, and form) without AyiConnection’s prior written consent;
- Such User will not make any use of the trademarks, service marks, trade names, logos, and graphics on the Service without AyiConnection’s prior written consent;
- Such User will not use any network monitoring or discovery software to determine the site architecture, or extract information about usage, individual identities, or users;
- Such User will not use any robot, spider, other automatic software or device, or manual process to monitor or copy the Service or any content, information, or services made available on the Service without AyiConnection’s prior written consent;
- Such User will not collect any email addresses made available for purposes of 3rd party promotions or marketing campaigns;
- Such User will not send unsolicited electronic messages to multiple unrelated recipients or engage in any other form of spamming in connection with activities contemplated under the Agreement;
- Such User will not distribute, on or through the Service, any advertising, promotion, solicitation for goods, services, or funds or solicitation for others to become members of any enterprise or organization outside the scope of the Agreement, in each case, without AyiConnection’s prior written consent; and
- Such User will not use or otherwise export or re-export the Service, or any portion thereof, in violation of the export control laws and regulations of the United States of America or any other country.
WARRANTIES AND DISCLAIMERS
- AYICONNECTION PROVIDES THE SERVICE “AS IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OF IMPLIED, INCLUDING, BUT NOT LIMITED TO: WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OMISSIONS, COMPLETENESS, CURRENTNESS, AND DELAYS; WARRANTIES THAT ACCESS TO ANY PRODUCT WILL BE UNINTERRUPTED, SECURE, COMPLETE, OR ERROR FREE; WARRANTIES AS TO THE LIFE OF ANY URL OF THIRD-PARTY WEB SERVICE AND APPLICATION; AND WARRANTIES WITH REGARD TO ANY CONTENT OR SOFTWARE THAT HAS BEEN MODIFIED IN ANY WAY BY ANYONE OTHER THAN, AND WITHOUT THE EXPRESS APPROVAL OF, AYI CONNECTION.
- BY ACCESSING, BROWSING, OR USING THE SERVICE, EACH USER ACKNOWLEDGES THAT: (I) PROVISIONS OF CONTENT AND SOFTWARE ENTAILS THE LIKELIHOOD OF SOME HUMAN AND MACHINE ERRORS, DELAYS, INTERRUPTIONS, AND LOSSES, INCLUDING THE INADVERTENT LOSS OF DATA OR DAMAGE TO MEDIA, (II) AYICONNECTION’S SERVICE, AND THE PRODUCTS AND SERVICES REFERENCED THEREIN MAY NOT SATISFY USER REQUIREMENTS NOT EXPRESSLY STATED IN THE AGREEMENT AND IN NO EVENT WILL AYICONNECTION BE LIABLE, IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF, OR IN CONNECTION WITH USE OF THE SERVICE, WHETHER OR NOT AYICONNECTION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, (III) ANY CLAIM(S) RELATING IN ANY WAY TO USER’S INABILITY OR FAILURE TO PERFORM RESEARCH OR OTHER WORK OR TO PERFORM SUCH RESEARCH OR WORK PROPERLY OR COMPLETELY, EVEN IF ASSISTED BY AYICONNECTION AND (IV) ANY DECISION MADE OR ACTION TAKEN BY USER IN RELIANCE UPON THE AVAILABILITY OF OR CONTENT MADE AVAILABLE THROUGH ANY AYICONNECTION SERVICE.
- EACH USER AGREES TO INDEMNIFY, DEFEND, AND HOLD AYICONNECTION AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, EQUITYHOLDERS, AGENTS, LICENSORS, AND SUPPLIERS HARMLESS FROM AND AGAINST ALL CLAIMS, LOSSES, EXPENSES, DAMAGES, AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, RESULTING FROM ANY (A) VIOLATION OF THE AGREEMENT BY SUCH USER OR BY SUCH USER’S EMPLOYEES, AGENTS, ADVISORS OR OTHER REPRESENTATIVES, (B) VIOLATION BY SUCH USER OR BY SUCH USER’S EMPLOYEES, AGENTS, ADVISORS OR OTHER REPRESENTATIVES OF ANY THIRD PARTY RIGHT, INCLUDING, WITHOUT LIMITATION, ANY COPYRIGHT, PROPERTY OR PRIVACY RIGHT OR (C) USE BY SUCH USER OR BY SUCH USER’S EMPLOYEES, AGENTS, ADVISORS OR OTHER REPRESENTATIVES OF THE SERVICE. THE OBLIGATIONS UNDER THIS SECTION 10 SHALL SURVIVE THE AGREEMENT AND THE USER’S USE OF THE SERVICE.
Limitation of Liability
- IN NO EVENT SHALL AYICONNECTION OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, OR EQUITYHOLDERS BE LIABLE (JOINTLY OR SEVERALLY) TO USER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT (OR LOSS OF DATA OR DIMINUTION IN VALUE), OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT AYICONNECTION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
- IN NO EVENT SHALL AYICONNECTION’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO AYICONNECTION PURSUANT TO THE AGREEMENT IN THE YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
- EACH USER RELEASES AYICONNECTION (AND ITS AFFILIATES AND SUBSIDIARIES, AND ITS AND THEIR RESPECTIVE EQUITYHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND OTHER REPRESENTATIVES) FROM CLAIMS, DEMANDS AND DAMAGES (INCLUDING, WITHOUT LIMITATION, ACTUAL AND CONSEQUENTIAL DAMAGES) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY DISPUTE AMONG OR BETWEEN USERS. IN ENTERING INTO THIS RELEASE EACH USER EXPRESSLY WAIVES ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS WHICH SUCH USER MAY KNOW OR SUSPECT TO EXIST IN ITS FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.
- Each User acknowledges and agrees that AyiConnection may terminate such User’s access if your conduct is found by AyiConnection, in its sole discretion, to be unlawful, inconsistent with, or in violation of, the letter or spirit of the Agreement, or for any other reason (or for no reason) as determined by AyiConnection in its sole discretion. AyiConnection shall not be liable to any User or any third party for termination of access. Should a User object to any terms and conditions of the Agreement, or to any subsequent modifications thereto, such User’s only recourse is to immediately discontinue use of the Service.
- AyiConnection reserves the right to terminate any account that has been inactive for 180 days.
- AyiConnection reserves the right to stop offering and/or supporting the Service or part of the Service at any time, at which point a User’s license to use the Service or a part thereof will be automatically terminated. In such event, AyiConnection shall not be required to provide refunds, benefits or other compensation to any User in connection with such discontinued Services. Termination of a User’s account can include disabling such User’s access to the Service or any part thereof including any Content submitted by any User.
- A User may terminate its account by providing thirty (30) days written advance notice to AyiConnection.
- Any notice given in connection with the Agreement shall be in writing and shall be delivered by e-mail. Either party may change its address by giving written notice of the change to the other party.
Relationship of Parties
- The relationship between the parties is that of independent contractors. Nothing contained in the Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
Links to Third Party Sites
- The Service may provide links to other third-party web sites or resources. AyiConnection makes no representations whatsoever about any other web site which a User may access through the Service. Each user acknowledges that AyiConnection has no control over such third party web sites and resources, acknowledges and agrees that AyiConnection is not responsible for the availability of such external sites or resources and is not responsible or liable for any content, advertising, products, services or other materials on or available from such sites or resources. It is the sole responsibility of each User to take precautions to ensure that whatever such User selects for its use is free of viruses, worms, Trojan horses and other items of a destructive nature. References to any names, marks, products or services of any third parties or hypertext links to third party sites or information are provided solely as a convenience to Users, and do not constitute or imply an endorsement, sponsorship or recommendation of, or affiliation with the third party or its products and services. AyiConnection makes no representation or warranty as to any third-party content, products or services, and each User agrees that AyiConnection shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third-party content, products or services available on or through any such site or resource.
- No waiver by AyiConnection of any of the provisions of the Agreement is effective unless explicitly set forth in writing and signed by AyiConnection. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from the Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
- If any provision of the Agreement is deemed unlawful, void, or unenforceable, then that provision shall be deemed severable from the remaining provisions and shall not affect their validity and enforceability.
- In the event a lawsuit of any kind is instituted under the Agreement or to obtain performance of any kind under the Agreement, the prevailing party shall be entitled to additional sums as the court may adjudge for reasonable attorneys’ fees, subject to the other party’s right to appeal.
- Neither party shall be liable for or deemed to be in default for any delay or failure to perform under this Agreement if such delay or failure to perform results from an act of God, civil or military authority, act of war, riot, insurrection, escalation of hostilities, local, regional or global pandemic (including, but not limited to, H1N1, COVID-19 or any other infectious or contagious disease) or other occurrence beyond that party’s control. In such case, the intervening cause must not be caused by the party asserting it and the excused party is obligated to promptly perform in accordance with the terms of the Agreement after the intervening cause ceases.
No Third Party Beneficiaries
- This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of the Agreement.
- A User shall not assign any of its rights or delate any of its obligations under this Agreement without the prior written consent of AyiConnection. Any purported assignment or delegation in violation of this Section 23 is null and void. No assignment or delegation relieves a User of any of its obligations under the Agreement.
- The Agreement represents the entire agreement between the parties with respect to the subject matter hereof, superseding all previous oral or written communications, representations or agreements. The Agreement may be modified only by a duly authorized and executed writing signed by both parties.
- AyiConnection is always looking for Feedback from Users, including comments or suggestions on how AyiConnection can improve the Service (“Feedback“). Any Feedback submitted to AyiConnection by email or any other means of communication will be considered non-confidential and non-proprietary to any User. By submitting Feedback to AyiConnection, you grant AyiConnection a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish any Feedback and any ideas, intellectual property, and materials contained in any Feedback for any purpose, without compensation or acknowledgement to you.