General Terms and Conditions
This Version in effect since April 15th, 2013
These terms and conditions apply to all agreements made between Yabarana Inc., 1 Yonge Street, Toronto ON M5E 1W7 referred to as “YABARANA” and the Customer or any products and services delivered or to be delivered by YABARANA. Please read these terms and conditions carefully. Any order for YABARANA submitted by customer or any act by customer accepting the benefits of YABARANA shall be conclusive evidence of customer’s acceptance of these terms including without limitation any other term or license herein defined or contained. Nothing contained in the YABARANA Products and Services Agreement (hereinafter defined) or otherwise shall be deemed to constitute a representation, guarantee, or promise that a particular result will be produced due to the YABARANA service or product. By using YABARANA services or products, you acknowledge that you have read, understand and agree to these terms. You also agree to review these terms periodically to be aware of any modifications to the agreement that YABARANA may make at any time. Your continued use of this site will be deemed your conclusive acceptance of any modified agreement.
Yabarana Products and Services
These YABARANA Terms apply to the enrollment in and/or purchase of any YABARANA Products and Services from YABARANA Inc., 1 Yonge Street, Toronto ON M5E 1W7. may consist of any product and service in YABARANA official printed materials and/or listed on the YABARANA website located at https://www.yabarana.com and the links to the specific YABARANA offering pages therein contained. These YABARANA terms and the product and/or service offering descriptions, incorporated by reference are collectively referred to as the "YABARANA Products and Services Agreement" (hereafter referred to and/or abbreviated as "YABARANA Terms", "Terms" or "these terms", etc.). All YABARANA orders are subject to acceptance by these terms. YABARANA will not be bound by any terms and/or conditions of Customer’s order that are inconsistent with or in addition to the YABARANA Terms. In the case of any conflict, the YABARANA Terms will prevail. If YABARANA and Customer have entered into a separate purchase agreement, then the provisions of such separate agreement take precedence over the YABARANA Terms.
YABARANA Service Delivery
Customer’s orders will be deemed accepted upon Customer’s receipt of purchase and/or enrollment confirmation and login credentials from YABARANA. YABARANA products and services will be deemed accepted upon receipt by Customer. YABARANA will not be liable for any Customer loss resulting from delays in delivery, scheduling conflicts, or technical issues. YABARANA products and services purchased hereunder by Customers are for their internal personnel training purposes only and may not be resold by Customer.
Code of Conduct
Every person who interacts with YABARANA will not use any form of language which is deemed to be insulting to any fellow user. If any language that causes offense to any user occurs it will be recorded and used to resolve the issue. If a user is found or reported using offensive language their account will be terminated immediately. If the user is enrolled in, or has purchased a product or service that has been paid for, no refund will be given irrespective of whether the course or service has been completed. If the language or actions of any user is deemed to be slanderous, racist or otherwise illegal in its content the user will be reported to the relevant official body. Our sites and servers cannot be used in any form to incite hatred of any kind. Customer expressly agrees to refrain from doing, either personally or through an agent, any of the following “Prohibited Conducts”:
- Transmit, install, upload or otherwise transfer any virus, advertisement, communication, or other item or process to YABARANA servers (hereinafter referred as "The Sites") that in any way affects the use, enjoyment or service of the YABARANA site, or adversely affects YABARANA's computers, servers or databases.
- Capture, download, save, upload, print or otherwise retain information and content available on The Sites other than what is expressly allowed by these Terms.
- Permit or provide others access to The Sites using the Customer's account id and password or otherwise, or the account id and password of another authorized person.
- Copy, modify, reverse engineer, disassemble, redistribute, republish, alter, create derivative works from, assign, license, transfer or adapt any of the software, information, text, graphics, source code or HTML code, or other content available on The Sites.
- Remove or modify any copyright, trademark, legal notices, or other proprietary notations from the content available on The Sites.
- Transfer The Sites content to another person; “frame,” “mirror,” “in-line link,” or employ similar navigational technology to The Sites content; or “deep link” to the Sites content.
- Violate or attempt to violate YABARANA security mechanisms, Access any data or server You are not authorized to Access or otherwise breach the security of the Site or corrupt The Sites in any way.
- Engage in any other conduct which violates the Copyright Act or other laws of the United States.
- Use any device (such as a “web crawler” or other automatic retrieval mechanism) or other means to harvest information about other The Sites accounts.
- Use The Sites to violate a third party’s intellectual property, personality, publicity or confidentiality rights; upload, download, display, publish, perform, create derivative works from, transmit, or otherwise distribute information or content in violation of a third party’s intellectual property rights.
- Misrepresent Your identity or personal information when Accessing The Sites; forge any TCP/IP packet header or any part of the header information in any e-mail so that the e-mail appears to be generated by YABARANA.
- Post obscene, harassing, defamatory, filthy, violent, pornographic, abusive, threatening, objectionable or illegal material on The Sites; post a communication that advocates or encourages criminal conduct or conduct that may give rise to civil liability.
- Advertise or otherwise solicit funds, goods or services on The Sites.
- Provide any commercial hosting service with Access to The Sites and/or the content on The Sites.
YABARANA reserves the right to monitor use of The Sites and reserves the right to revoke or deny Access to the Customer whose use of the user suggests Prohibited Conduct. Access of the materials available at the YABARANA site beyond that of normal patterns of use that suggests systematic copying of the materials constitutes abuse and will result in revocation or denial of Access. The terms “normal patterns” and “abuse” shall be determined solely by YABARANA. The Customer agrees not to violate any U.S., foreign or international software or technology export laws and regulations, including without limitation the U.S. Export Administration Regulations.
The Customer will need access to an Internet broadband service through an Internet service provider or by other legal means and ensure the computer used to access the products or services meets the minimum requirements:
- Internet Explorer 7.0 or later, Mozilla Firefox 22.214.171.124 or later or Safari 1.3 or later, Google Chrome 2.0 or later
- Stable Internet connection 512 kbps or superior
- PC requirements: Minimum 1 MB of RAM
Prices; Expenses; Taxes
YABARANA Service price schedules can be found in our printed materials and/or on our Website at https://www.yabarana.com as well as on the YABARANA invoice that Customer receives in connection with your YABARANA purchase. All prices listed are per individual. YABARANA Prices may be adjusted at any time without notice. Customer is responsible for all duties and taxes, imposed upon the sale, license, purchase, delivery, possession or use of YABARANA Products and Services. Customers are responsible for their own Internet service provider charges associated with the use of YABARANA product or service and these are not included as part of the price. Payment may be made by check, money order or deposit, or directly on our Web site. Payment must be received in advance of delivery of any YABARANA product or service.
Ownership and Proprietary Rights; Courseware; Software License; Code
The parties acknowledge and agree that all copyrights, patents, trade secrets, concepts, techniques or other intellectual property rights associated with any ideas, concepts, creations, designs, engineering details, techniques, inventions, processes, works of authorship, course materials, documentation, YABARANA Courseware, Screencasts, etc., developed, created or used by YABARANA or its personnel in connection with the YABARANA Products and Services are and shall remain the sole and exclusive property of YABARANA or their respective copyright holders. Unless otherwise noted, upon acceptance of these YABARANA Terms and receipt of payment, YABARANA hereby grants Customer a non-exclusive, limited and non transferable license to access, download, and internally use only for the person authorized to use the YABARANA Products and Services, as applicable, the documentation, materials, files, and presentation slides (collectively “YABARANA Materials”) in connection with YABARANA’s delivery of and Customer’s receipt of the YABARANA Products and Services. Customer acknowledges that certain course materials may be print disabled. The Materials are licensed solely pursuant to the terms of these YABARANA Terms and subject to Customer’s compliance with the terms stated herein or on the product itself. YABARANA reserves all rights not expressly granted to Customer. Customer may not use, copy, share, give away, modify, or transfer the YABARANA Materials, or any copy thereof, except as expressly provided for in these YABARANA Terms, or in the license of the product itself, or in the licence or any third-party product used by YABARANA to deliver the product or service. Except as otherwise provided by law, Customer may not reverse engineer, disassemble, decompile, or translate the YABARANA Materials, or otherwise attempt to derive the source code of any YABARANA or other software which may be related to the YABARANA Materials or YABARANA Services. Customer may not rent, lease, sub-license, assign, loan, sell, or distribute the YABARANA Materials or any part thereof, unless the part explicitly grants you that right or the part is bound by any other third-party licence and/or legal agreement. No right, title, or interest in or to any trademarks, service marks, or trade names of YABARANA is granted hereunder and any use thereof will inure solely to the benefit of YABARANA. The YABARANA Materials are protected by international copyright law and international treaty. Unauthorized reproduction or distribution is subject to civil and criminal penalties. Customer shall be responsible for: (i) assuring its enrollee’s or employees’ compliance with these YABARANA Terms and (ii) administering the proper access to and use of YABARANA login codes and/or similar controls that may be provided to Customer and for preventing unauthorized access or use. Customer agrees to comply strictly with all applicable export control laws and regulations.
Limited Warranty; Disclaimer
YABARANA WARRANTS TO CUSTOMER THAT THE ALL PRODUCTS AND SERVICES WILL BE PROVIDED IN A PROFESSIONAL MANNER. YABARANA EXPRESSLY DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES. YABARANA IS DELIVERING THE PRODUCTS AND SERVICES ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OR REPRESENTATIONS WHATSOEVER, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE AND SPECIFICALLY DOES NOT PROVIDE WARRANTIES WITH RESPECT TO THE USE BY CUSTOMER OF ANY YABARANA SERVICES, OR PRODUCTS. YABARANA DOES NOT WARRANT THAT OUR SERVICES, PRODUCTS AND ANY SOFTWARE OR MATERIALS PROVIDED BY YABARANA TO CUSTOMER HEREUNDER WILL MEET THE REQUIREMENTS OF CUSTOMER AND YABARANA ASSUMES NO RESPONSIBILITY FOR THE QUALITY, UTILITY, ACCURACY OR SECURITY OF THE SERVICES, OR PRODUCTS OR MATERIALS OR USEFULNESS OF THE SAME FOR ANY PURPOSE. YABARANA DOES NOT GUARANTEE NETWORK SECURITY. YABARANA ACCEPTS NO RESPONSIBILITY OR LIABILITY FOR THE SECURITY OF CUSTOMER’S ELECTRONIC ENVIRONMENT. THE OBLIGATIONS AND LIABILITIES OF YABARANA AND ITS LICENSOR AS SET FORTH HEREIN ARE EXCLUSIVE AND EXPRESSLY IN LIEU OF ALL OTHER OBLIGATIONS, LIABILITIES AND REMEDIES, EXPRESS OR IMPLIED, INCLUDING ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY (COLLECTIVELY, “CLAIMS”) IN TORT, CONTRACT, STATUTE, OR OTHERWISE WHETHER OR NOT ARISING FROM NEGLIGENCE OF YABARANA OR ITS AFFILIATES, ACTUAL OR IMPUTED. YABARANA SHALL NOT BE LIABLE FOR ANY SERVICES OR PRODUCTS PROVIDED BY ANY THIRD PARTY VENDORS, DEVELOPERS OR CONSULTANTS IDENTIFIED OR REFERRED TO CUSTOMER BY YABARANA DURING PERFORMANCE OF YABARANA SERVICES,PRODUCTS MATERIALS OR OTHERWISE.
Subject to the limitation of liability set forth below YABARANA will defend or settle at its option and expense any legal proceeding brought against Customer, to the extent that it is solely based on a claim that the YABARANA Product or Service directly infringes a copyright, and will pay all damages and costs awarded by a court of final appeal attributable to such claim, provided that Customer: (i) gives written notice of the claim promptly to YABARANA; (ii) gives YABARANA sole control of the defense and settlement of the claim; (iii) provides to YABARANA all available information and assistance; and (iv) has not compromised or settled such claim. If any Product or Service is found to infringe, or in YABARANA’s opinion is likely to be found to infringe, YABARANA may elect to: (a) obtain for Customer the right to use such YABARANA Service so that it becomes non infringing; or (b) remove the YABARANA Service and refund Customers net book value for the YABARANA Product or Service. YABARANA has no obligation under this Section for any claim which results from: (a) Customers improper use of Products or Services; (b) YABARANA’s compliance with designs or specifications of Customer; (c) modification of Products or Services or other products; or (d) use of an allegedly infringing version of any Products or Services, if the alleged infringement could be avoided by the use of a different version made available to Customer. THIS SECTION STATES THE ENTIRE LIABILITY OF YABARANA AND EXCLUSIVE REMEDIES OF CUSTOMER FOR CLAIMS OF INFRINGEMENT. Customer agrees to indemnify, defend and hold YABARANA harmless from and against any and all loss, damage, liability and expense (including reasonable attorneys fees and costs) arising out of any claim based on the delivery of any YABARANA Services or Customers use of data generated from such YABARANA Services.
Limitation of Liability
Except for breach by Customer of its obligations defined in this YABARANA terms, and to the extent not prohibited by applicable law: (i) each party’s aggregate liability to the other hereunder will be limited to the amount paid by Customer for the YABARANA Service which is the subject matter of the claims; and (ii) neither party will be liable hereunder for any indirect, punitive, special, incidental or consequential damages even if that party has been previously advised of the possibility of such damage and even if any exclusive remedy provided for in these Terms fails of its essential purpose. BOTH PARTIES AGREE THE LIMITATIONS SET FORTH IN THIS SECTION, REFLECTS THE ALLOCATION OF RISK UNDERSTOOD AND AGREED UPON BY THE PARTIES.
The relationship of YABARANA and Customer established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to (i) give either party the power to direct and control the day to day activities of the other; (ii) deem the parties to be acting as agents, partners, joint ventures, co owners or otherwise as participants in a joint undertaking; or (iii) allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever.
Force Majeure, Excused Performance
YABARANA shall not be liable in any way for any delays in, or any failure of, services performed hereunder due to any wrongful or negligent act or omission of Customer, or its employees and agents; and/or Customer’s failure to follow the YABARANA Product or Service requirements. Neither party shall be liable or deemed in default for any delay in performance under this Services Agreement resulting directly or indirectly from acts of God, war, insurrection, national emergency, fires, storms, labor disputes, acts of vandals or hackers, acts of civil or military authority or any other cause beyond the reasonable control of such party. This provision does not relieve Customer of its obligation to make payments then owing.
These Terms constitute the entire agreement between YABARANA and the Customer regarding the subject matter hereof. Any previous agreement, whether oral or written, between YABARANA and the Customer dealing with the subject matter hereof is superseded. If any portion of these Terms is determined to be unenforceable for any reason, such portion will be deemed severed and the remaining terms and conditions shall continue in full force and effect. Upon Customer’s breach or threatened breach of these Terms, YABARANA may pursue any legal or equitable remedy available, including but not limited to, direct, consequential and punitive damages and injunctive relief. YABARANA remedies are cumulative and not exclusive. Failure of YABARANA to exercise any remedy or enforce any portion of this Agreement at any time shall not operate as a waiver of any remedy or of the right to enforce any portion of the Agreement at any time thereafter. Customer agrees that regardless of any statute or law to the contrary, any claim or action arising out of or regarding this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. Customer agree to comply with all applicable local laws, including any international laws, in using this YABARANA services. Customer may not assign rights or delegate duties under these Terms. The parties agree that no third party is an intended beneficiary of these Terms.
Governing Law; Dispute Resolution
YABARANA is operated from our offices in New York City, United States of America. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to any conflict of law principles
Any questions about these terms and conditions, the Website and Services, or your dealings with Yabarana, please contact us at:Yabarana Inc.
1 Yonge Street
+1 (647) 955-2106