Yottaa, Inc. Terms of Service

THESE TERMS AND CONDITIONS DESCRIBE THE LEGAL AGREEMENT BETWEEN YOU AND YOTTAA, INC. (“YOTTAA”) WHICH GOVERN YOUR ACCESS TO AND USE OF THE SITE AND ANY RELATED YOTTAA SERVICES. BY USING THE SITE OR REGISTERING FOR YOTTAA SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT USE THE SITE OR SERVICES. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" WILL REFER TO SUCH ENTITY.

• 1. Definitions

  The definitions below apply to the terms and conditions herein including the first paragraph above.
  “Acceptable Use Policy” means the policy governing your use of Yottaa Services described at http://www.yottaa.com/aup .
  “Agreement” means this Terms of Service, the Acceptable Use Policy, and the Service Level Agreement.
  “Free Services” means Yottaa Services and Support that are available to Registered Users without cost through free trials, free Subscription Levels, or promotional offerings.
  “Privacy Policy” means policy governing Yottaa’s use of information described at http://www.yottaa.com/privacy .
  “Registered User” means a user who registers for Yottaa Services.
  “Service Level Agreement” means the terms and conditions governing availability of Subscription Services described at http://www.yottaa.com/sla .
  “Site” means the Yottaa website located at www.yottaa.com.
  “Subscriber” means a user who has purchased Subscription Services.
  “Subscription Level” means level of Free Services or Subscription Services and Support as described on the Subscription Plan Page.
  “Subscription Plan Page” means http://www.yottaa.com/pricing .
  “Subscription Services” means Yottaa Services and Support that are made available to Registered Users for a fee.
  “Suggestions” means any ideas, content, suggestions, information or feedback relating to the Yottaa Services, including, but not limited to, content submitted to Yottaa via User Postings, email, or any other form.
  “Support” means the technical support on use of Yottaa Services as described at http://support.yottaa.com .
  “Third Party Content” means User Postings and other content provided by third parties, either directly on the Site or accessed via a link to a third-party website.
  “User Postings” means information or material that users post to the Site for view by other users.
  “Visitor” means a user of the Site who has not registered for any Yottaa Services.
  “Yottaa Content” means Yottaa Reports, documents, and other materials available on or generated by the use of the Yottaa Services, excluding User Postings.
  “Yottaa Reports” means website performance measurement data generated by the Yottaa Website Monitor.
  “Yottaa Services” means the Site, Yottaa Content, Yottaa Site Speed Optimizer, Yottaa Website Monitor, and Yottaa Software.
  “Yottaa Site Speed Optimizer” means the Yottaa Site Speed Optimizer described at http://www.yottaa.com/web-performance-optimization .
  “Yottaa Software” means the software used to deliver Yottaa Site Speed Optimizer, Yottaa Website Monitor, and Yottaa Content.
  “Yottaa Website Monitor” means the Yottaa Website Monitor Service described at http://www.yottaa.com/web-performance-monitoring .

• 2. This Agreement may change

  YOTTAA MAY FROM TIME TO TIME MODIFY THE AGREEMENT, SITE, OR YOTTAA SERVICES. YOTTAA WILL POST NOTICE OF CHANGES TO THE AGREEMENT ON THE SITE AND NOTIFY REGISTERED USERS VIA EMAIL OF ANY MATERIAL CHANGES TO THE AGREEMENT OR THEIR SUBSCRIPTION SERVICES (SUBJECT TO THEIR TERMINATION RIGHTS IN SECTION 19). VISITORS SHOULD CHECK THE SITE PERIODICALLY FOR CHANGES TO THE AGREEMENT, SINCE THEIR CONTINUED USE OF YOTTAA SERVICES WILL BE GOVERNED BY THE MODIFIED TERMS AND CONDITIONS EVEN IF VISITOR HAS NOT REVIEWED SUCH MODIFICATIONS.

• 3. This is a limited use license

  Yottaa hereby grants you a limited, revocable, non-exclusive, non-transferrable (except as provided below) license to use the Yottaa Services solely for your personal or business use during the term of this Agreement. If you are a Registered User, your use of the Yottaa Services is limited to your Subscription Level ordered. If you are a Visitor, your use is limited to areas of the Site not requiring registration. You acknowledge that Yottaa reserves all rights relating to Yottaa Services not expressly granted to you herein.

  You will not nor permit anyone else to:
  a)    reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Yottaa Services;
  b)    copy, reproduce, modify, translate, or create derivative works based on the Yottaa Services (except as expressly permitted for Yottaa Reports in Section 4 below), including but not limited to framing or mirroring Yottaa Content on another server, site or device;
  c)    rent, lease, distribute, sell, resell, assign, or otherwise transfer rights to Yottaa Services;
  d)    use Yottaa Services for timesharing or service bureau purposes or otherwise for the benefit of a third party;
  e)    use Yottaa Services for the benefit of a competitive offering to any of the Yottaa Services or to intentionally harm or discredit Yottaa or the Yottaa Services;
  f )    access or attempt to gain unauthorized access to Yottaa Services, or to access the Yottaa Services by any means other than standard interface that Yottaa has provided to you;
  g)    use or launch any automated system, including without limitation, robots, spiders, or offline readers, to access Yottaa Services;
  h)    use Yottaa Services in any manner that or participate in or promote activities that could damage, disable, overburden, or impair Yottaa Services or interfere with any other party's use and enjoyment of the Yottaa Services;
  i )    remove any proprietary notices from Yottaa Services;
  j )    violate the Acceptable Use Policy.
  
  If you violate any of the license restrictions above, Yottaa may immediately terminate this Agreement without notice or liability to you.

• 4. You can include Yottaa Reports in your published works

  Yottaa grants you a license to use, copy, distribute and publish the Yottaa Reports or portions thereof for your published works, subject to the limitations in Section 3 and the following restrictions:

  a)    you will not misrepresent, manipulate or modify any information in a Yottaa Report to state or suggest different or additional measurements than those presented by Yottaa;
  b)    you cannot quantitatively aggregate or combine Yottaa Report data from either multiple websites or other third party sources;
  c)    if you are using this for a website that you do not own, you have all of the necessary third party consents (as described in Section 5) in order to include Yottaa Reports information;
  d)    your published works must include “Source: Yottaa, Inc. at http://www.yottaa.com ” in a clear and conspicuous way near the information from the Yottaa Report and immediately above or below any graph or table based on Yottaa Reports;
  e)    you cannot use Yottaa Reports for more than 20 URLs per month without Yottaa’s written consent.

• 5. You may need the consent to use Yottaa Services for domains owned by a third party

  If you are using the Yottaa Services for a website owned by a third party, then you agree to only use the Yottaa Services in accordance with any terms and conditions for accessing or using such third party website. If you are using Yottaa Services on behalf of a third party owner of a website, you will first obtain in writing the owner’s consent to such use and acceptance of the terms and conditions of this Agreement.

• 6. You are responsible for complying with applicable export laws

  You will be solely responsible for complying with all applicable laws and regulations before exporting, re-exporting, transferring or making available, directly or indirectly, any regulated item or information outside the United States in connection with the Agreement.

• 7. You are responsible for your User Postings

  You acknowledge that you are responsible for your User Postings, and, you, not Yottaa, will have full responsibility for your User Postings, including its legality, reliability, appropriateness, originality and copyright. You will continue to retain all ownership rights to your User Posting after your initial submission, posting, or display. Yottaa does not claim any ownership rights in any User Postings.

  You agree that any User Postings are not your Confidential Information and that Yottaa shall be free to use or disseminate your User Postings on an unrestricted basis for any purpose. You grant Yottaa a worldwide, non-exclusive, fully-paid, royalty-free and sublicensable, license to link to, utilize, use, copy, exploit, and prepare derivative works of your User Posting, provided that Yottaa’s use of any personally identifiable information in your User Posting will be in accordance with the Privacy Policy.

  a)    defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others;
  b)    use explicit or obscene language or sexually explicit images;
  c)    use racially, ethnically, or otherwise offensive language;
  d)    impersonate or represent Yottaa, its staff, or other industry professionals;
  e)    solicit or collect other user or account information such as name, email address, or password;
  f )    infringe the intellectual property rights of a third party;
  g)    violate or promote others to violate any applicable laws or regulations.

  Although Yottaa is not obligated to do so, Yottaa may without notice, cause, or reason, refuse to publish or remove any User Posting that Yottaa, in its sole discretion, determines is inappropriate or disruptive.

• 8. You will assign your Suggestion(s), if any, to Yottaa

  Although you are in no way obligated to make any Suggestions, if you do choose to make a Suggestion, then you hereby assign, transfer and convey to Yottaa, all worldwide right, title and interest in and to all intellectual property rights in all of your Suggestions, all contract and licensing rights, and all claims and causes of action with respect to any of the foregoing, whether now known or hereafter to become known. You represent and warrant that the best of your knowledge (a) you are the sole owner of any intellectual property rights in your Suggestion(s); (b) you have the full and exclusive right to convey the entire interest in and to your Suggestion(s); and (c) your Suggestion(s) do not infringe any copyright, trade secret, patent or other intellectual property right. You agree to cooperate with and assist Yottaa in obtaining, sustaining, enforcing and enjoying to the fullest extent all right, title and interest conveyed herein.

• 9. Yottaa is not responsible for Third Party Content

  The Site includes and links to Third Party Content. Unless you have permission from the owner of any copyrighted Third Party Content, you agree to only display the Third Party Content on your computer or other device solely for your personal or business use and not to download, cache, reproduce, modify, display (except as expressly permitted herein), edit, alter or enhance any of the Third Party Content in any manner. Yottaa does not approve, endorse, monitor, verify, or take responsibility for any such Third Party Content, its accuracy, or any opinions therein. YOTTAA DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES AND CONDITIONS WITH REGARD TO THIRD PARTY CONTENT, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

• 10. Yottaa and its licensors retain ownership of the Yottaa Services

  The Yottaa Services contain copyrighted material, trade secrets and other confidential material of Yottaa and its licensors. Yottaa and its licensors own and will retain ownership of all right, title, and interest in Yottaa Services including intellectual property rights therein. You will do nothing inconsistent with such title including, but not limited to, transferring, loaning, selling, assigning, pledging, or otherwise disposing, encumbering, or suffering a lien or encumbrance upon or against any interest in the Yottaa Services.

• 11. Registered Users are responsible for their passwords

  If you are a Registered User, you are responsible for safeguarding your password that you use to access the Yottaa Services and you agree not to disclose it to any third party. If you suspect your password has been compromised, you need to promptly change it. You will notify Yottaa immediately of any unauthorized use of your Yottaa account. You hereby take responsibility for all actions taken under you’re your account by you or any third parties including any abuse, unauthorized use, and resulting fees.

• 12. The parties agree to protect Confidential Information

  If you are a Registered User, you and Yottaa may share confidential information. “Confidential Information” means proprietary information, including, without limitation, non-public technical business information and your usage data for the Yottaa Services, received by a party during, or prior to entering into, this Agreement that is either marked confidential or that the receiving party should reasonably know is confidential or proprietary given the circumstances. Either party may disclose the existence of this Agreement, but any non-public pricing or terms for Yottaa Services will be considered Confidential Information. "Confidential Information" will not include any information which a party can demonstrate: (a) was previously known to the other party; (b) is or becomes publicly available, through no fault of such other party; (c) is disclosed to such other party by a third party having no obligation of confidentiality to the party which originated the Confidential Information; (d) is disclosed by its owner to any third party without obligation of confidentiality; or (e) is independently developed without reference to the Confidential Information. The receiving party of Confidential Information agrees to (i) protect the secrecy of and to avoid disclosure and unauthorized use of the disclosing party's Confidential Information to the same degree that it takes to protect its own Confidential Information and in no event less than reasonable care, and (ii) use Confidential Information only as necessary to fulfill its obligations and exercise its rights under this Agreement. Upon termination or expiration of this Agreement, at either party's request the other party will return or destroy all written materials that contain any Confidential Information of the other party.

• 13. Yottaa may turn off your Yottaa Site Speed Optimizer

  If you are a user of the Yottaa Site Speed Optimizer, you agree that Yottaa may disable your use of the Yottaa Site Speed Optimizer by rerouting traffic to your origin server in response to either (a) an actual or potential AUP violation (as described in the AUP) or (b) the discovery of an error that could interfere with access, delivery, or appearance of your website. Yottaa may also partially disable certain functionality of the Yottaa Site Speed Optimizer to avoid such errors. Yottaa will promptly notify you via email if we disable all or part of your use of the Site Speed Optimizer service on account of an error. You acknowledge that Yottaa is no way obligated to monitor your site for such errors or disable the Yottaa Site Speed Optimizer.

• 14. Yottaa is not responsible for Internet performance

  Yottaa Services depend on third party Internet providers that are outside of Yottaa’s control, including, without limitation, local circuit links, leased co-location spaces, leased space cross-connects, Internet service providers, other networks outside the connectivity to Yottaa. Except as set forth in the SLA for the Subscription Services, you acknowledge that Yottaa will not be responsible or liable for performance or non-performance within such networks or interconnection points. Furthermore, if you use the Yottaa Site Speed Optimizer, you acknowledge that Yottaa is a mere intermediary for transmission of your content and that Yottaa and does not exercise editorial or other control over any such content and who accesses such content.

• 15. Yottaa Services are provided As-Is

  EXCEPT AS EXPRESSLY PROVIDED ON THE SUBSCRIPTION PLANS PAGE AND YOUR SUBSCRIBER SLA, THE YOTTAA SERVICES AND SUPPORT ARE PROVIDED “AS IS” AND DISCLAIMS ALL CONDITIONS, REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. YOTTAA AND ITS LICENSORS DO NOT WARRANT THAT YOTTAA SERVICES OR SUPPORT WILL (A) MEET SPECIFIC REQUIREMENTS, (B) BE ACCURATE, SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE, (C) OPERATE IN COMBINATION WITH ANY OTHER HARDWARE OR SOFTWARE, (D) TRANSMIT OR INTERCONNECT WITH ANY THIRD PARTY NETWORKS, (E) COMPLY WITH SPECIFIC GUIDELINES, (F) PERFORM AT OR ABOVE CERTAIN LATENCY TIMES OR WITHOUT DELAYS, OR (G) CORRECT ANY ERRORS OR DEFECTS. A SUBSCRIBER’S SOLE REMEDY FOR AN OUTAGE OF ITS SUBSCRIPTION SERVICES IS SET FORTH IN THE SLA. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES AND SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU IN FULL.

• 16. Both parties agree to limited liability

  IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST REVENUES, PROFITS OR GOODWILL, LOST DATA OR CONTENT, LOST CUSTOMERS, BUSINESS INTERRUPTION OR REPLACEMENT SERVICES, FROM YOUR USE OF OR INABILITY TO USE YOTTAA SERVICES HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY, WHETHER OR NOT SUCH PARTY KNEW OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT THE REMEDIES PROVIDED FOR HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. EXCEPT FOR VIOLATION OF CONFIDENTIALITY (SECTION 12), INDEMNIFICATION OBLIGATIONS (SECTION 17) AND NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE GREATER OF $100 OR THE AMOUNT OF FEES PAID BY YOU TO YOTTAA DURING THE 12-MONTH PERIOD BEFORE THE DATE ON WHICH ANY CLAIM AROSE.

  YOU ACKNOWLEDGE THAT THE EXCLUSIONS, DISCLAIMERS AND LIMITATIONS IN THIS SECTION AND THE PREVIOUS SECTIONS ARE AN ESSENTIAL PART OF THIS AGREEMENT, INCLUDING THE ALLOCATION OF RISKS THEREIN, AND ARE THE BASIS FOR ENABLING YOTTAA TO OFFER THE YOTTAA SERVICES TO YOU FOR EITHER THE FEES SPECIFIED.

• 17. Yottaa agrees to indemnify Subscribers; you agree to indemnify Yottaa

  If you are a Subscriber, Yottaa will indemnify, defend and hold a Subscriber and each of its respective officers, directors, employees, affiliates, agents, and business partners, harmless from and against any all costs, damages, liabilities, and expenses (including reasonable attorneys’ fees) associated with any third-party claim, suit or proceeding brought against you based upon: (a) allegations that the Subscription Services (excluding any third party content therein) directly infringe an issued patent, copyright, or other third party intellectual property right under the laws of a country in which the Subscription Services are actually provided to you, except when such alleged infringement is based upon your unauthorized alteration or modification of the Subscription Services or your use of the Subscription Services in combination with any products or services not provided or approved Yottaa; (b) Yottaa’s failure to comply in any material respect with applicable law; or (c) Yottaa’s willful misconduct. If the Subscription Services become subject to an infringement claim subject to this Section 17(a) above, then Yottaa, at its sole election and cost, may (i) acquire a license for, (ii) replace, modify, or substitute with substantially similar functionality, or (iii) terminate (subject to equitable compensation) your use of the infringing services.

  You will indemnify, defend and hold Yottaa and each of its respective officers, directors, employees, affiliates, agents, licensors and business partners, harmless from and against any all costs, damages, liabilities, and expenses (including reasonable attorneys’ fees) associated with any third-party claim, suit or proceeding brought against you based upon: (a) operation of your products or websites or use of content therein, (b) your User Postings, (c) your failure to comply in any material respect with the AUP or applicable law, or (d) your willful misconduct.

  The indemnified party will (a) promptly provide notice to indemnifying party of any claim, suit or proceeding for which indemnity is claimed, (b) permit indemnifying party to control the defense of any such claim, suit or proceeding and (c) provide reasonable assistance to indemnifying party (at their expense). The indemnifying party will not enter into any settlement that imposes liability or obligations on indemnified party without indemnified party’s express prior consent.

• 18. You agree to pay the fees owed for your use of Yottaa Services

  You acknowledge that Yottaa may change its fees and/or fee structures for Yottaa Services from time to time in its discretion, including instituting fees for use of Yottaa Services and/or Support that were formerly included in Free Services or other free functionality on the Site. Yottaa will post notice of such changes on the Site. You agree that your continued use of all or part of the Yottaa Services will be subject to your payment of any applicable fees.

  If you are a Subscriber, you shall pay Yottaa all fees associated with your Subscription Level ordered as set forth on the Subscription Plan Page, whether or not you use any or all of the Subscription Services to which you are entitled. Prior to accessing your Subscription Services, you must provide Yottaa with a valid credit card of other form of payment acceptable to Yottaa. Subscriber agrees to pay Yottaa (a) any one-time set-up fees specified in your order upon activation of you Subscription Service, (b) the base fees for your Subscription Level in advance of your service cycle based on the payment frequency described on the Subscription Plan Page and prorated for the first partial month, (c) any excess usage fees monthly in arrears for any use of Yottaa Services above that specified in your Subscription Level (regardless if you were notified or aware of such excess usage or fees), and (d) all taxes, including sales, use, personal property, value-added, excise, customs fees, import duties, stamp duties and any other similar taxes and duties, including penalties and interest, imposed by any United States federal, state, provincial or local government entity or any non-US government entity on the transactions contemplated by this Agreement, excluding taxes based upon Yottaa’s net income. If you provided a credit card, you agree that Yottaa may charge your credit card for all fees for your Subscription Services as they are incurred. If you are invoiced by Yottaa, you agree to pay all such invoices with thirty (30) days of their issuance date. All fees are payable in United States dollars and are non-refundable. Subscriber agrees to provide Yottaa with complete and accurate billing and contact information and keep it up-to-date throughout the term of the Agreement.

  If you committed to a term of Subscription Services of three months or more, Yottaa agrees to fix the base fees and the excess usage rates for the length of such term. Your renewal of your Subscription Services for a subsequent term will be based on the currently published fees on the Subscription Plan Page. Discounts and/or fee schedules for Subscription Services from your current term will not extend to subsequent terms unless expressly provided by Yottaa in such discount program or Subscription Level. If Subscriber (a) incurs excess usage fees that are more than three times the base fee for the Subscriber’s Subscription Level, (b) fails to pay invoices when due three or more times, or (c) no longer meets Yottaa’s reasonable credit criteria as indicated by Subscriber’s credit report, then Yottaa may, at its discretion and effective upon notice to the Subscriber, make reasonable changes to payment terms for the Subscription Services and/or suspend your use of Subscription Services. Except as provided in this paragraph, Yottaa reserves the right to modify its fees for Subscription Services. Yottaa will notify Subscribers of any such changes via email and the Subscription Plan Page.

  If a Subscriber desires to dispute in good faith an invoice, Subscriber will provide Yottaa with written notice of the details of the dispute, any supporting documentation, and your contact information (including the email address used to register the account) to accounting@yottaa.com within 30 days of the invoice date. You will continue to pay all invoices when due (even disputed amounts) while the parties work diligently to promptly resolve the dispute. Upon resolution, Yottaa will promptly credit any amount owed to you or you will promptly pay all amounts owed to Yottaa. If you do not submit written notice of dispute in thirty days from the invoice date, you waive all rights to dispute such amounts.

  If Yottaa fails to receive payment for an invoice 5 business days after the due date, Yottaa may, at its sole discretion, apply a late charge on the unpaid amount equal to the lesser of 1.5% interest per month or the maximum rate allowed by law and/or, with 5 business days advance notice, suspend your use of Subscription Services. Yottaa may charge you $25 for each check returned due to insufficient funds or a non-existent account and for each reversed credit/debit card chargeback initiated by Subscriber. Subscriber will reimburse Yottaa for all reasonable attorneys’ fees and costs incurred to collect past due amounts.

  To be eligible for a service credit under the SLA, Subscriber must be in good standing, with no undisputed delinquent invoices, in addition to any other SLA requirements.

• 19. The Agreement will remain in effect until terminated by either party

  If you are a Visitor, the Agreement will remain in full force and effect while you use the Yottaa Services, except that Yottaa or you may terminate this Agreement at any time for convenience without liability or notice.

  If you are a Registered User, the Agreement will be effective as of the date that you accept this Agreement by clicking on the "Create a Free Account" button and continue for the period specified in your applicable order, or, if no term is specified, until the Agreement is terminated by either party. If you are a Registered User, this Agreement will, upon the expiration of your initial term, automatically renew for successive renewal subscription terms equal in duration to your initial term, or, if no term is specified, the Agreement term will renew on a calendar month-to-month basis. A Registered User may terminate this Agreement effective at the end of the then-current term by notifying Yottaa in writing at any time prior to the end of such term. A Registered User may terminate the Agreement with written notice to Yottaa (a) within 30 days of notice by Yottaa of any material changes to the Agreement. A Subscriber may terminate the Agreement with written notice to Yottaa (a) in accordance with SLA as a result of multiple service outages described therein, (b) Yottaa breaches or otherwise to fails to comply with this Agreement and has not cured such breach within fifteen (15) days of your written notice specifying the alleged breach, or (c) Yottaa enters receivership, general assignment for the benefit of its creditors, any bankruptcy or insolvency proceedings that are not dismissed within 60 Days, liquidation, dissolution or termination of its business operations. Subscribers will send any notifications of breaches or intention to terminate the Agreement to support@yottaa.com

  If you are a Registered User, Yottaa may terminate the Agreement or suspend your use of Subscription Services if (a) you violate the AUP or any other license restrictions in Sections 3 or 4, (b) you are 15 or more days past due on payment of an undisputed fees owed, (c) your billing or contact information is materially false, fraudulent or invalid, (d) in accordance with Section 18 as result of multiple bad checks, reversed credit/debit card chargebacks or poor credit rating as described therein, (e) you breach or otherwise to fail to comply with this Agreement and have not cured such breach within fifteen (15) days of Yottaa’s written notice specifying the alleged breach, or (f) you enter receivership, general assignment for the benefit of its creditors, any bankruptcy or insolvency proceedings that are not dismissed within 60 Days, liquidation, dissolution or termination of your business operations. Effective upon notice to the Registered User, Yottaa, at its sole discretion, may refuse to enter an Agreement with the Registered User or terminate the Agreement at the end of their then-current term without reason or any liability to the Registered User.

  Upon termination, (a) Yottaa will no longer be obligated to provide you the Yottaa Services, (b) your account and information contained therein will no longer be accessible by you, (c) you will immediately stop using Yottaa Services, and (c) all licenses and other rights granted to you under the Agreement will immediately cease. Yottaa will not be liable to you or any third party for termination of this Agreement or any termination or suspension of your use of the Yottaa Services. If you are a Subscriber, you are obligated upon termination to pay any outstanding, unpaid fees, including without limitation base fees for the remainder of your then-current term if you are terminating the Agreement for reasons other than those permitted herein. In addition, the terms of Sections 8, 12, 16, 17, 19 and 20 shall survive termination or expiration of this Agreement.

• 20. Both parties agree to the following general provisions

  a)    If you are an individual, you represent that you are at least 18 years old. If you are acting on behalf of an entity, you represent that you have the authority to enter into the Agreement on behalf of such entity.
  b)    The Agreement does not establish the parties as business partners or agents of the other, and neither party has the right to bind the other on any third-party agreement.
  c)    The Agreement represents the entire agreement between Yottaa and you with respect to its subject matter and supersedes all prior and/or contemporaneous representations, discussions, negotiations and agreements, whether written or oral.
  d)    If there is a conflict between the terms of any of the documents that comprise the Agreement, the documents will govern in the following order: Terms of Service, SLA, and the Acceptable Use Policy.
  e)    Each party may enforce each of its respective rights under the Agreement even if the party has waived the right or delayed or failed to enforce the same or other rights in the past. All waivers must be in writing and signed by the party waiving its rights.
  f)    If any part of the Agreement is found unenforceable by a court of competent jurisdiction, the rest of the Agreement will nonetheless continue in effect, and both parties agree that the unenforceable provisions will be modified so as to best accomplish the objectives of the Agreement within the limits of applicable law. g)    To the extent permitted by applicable law, both parties rights and remedies provided herein are cumulative and in addition to any other rights and remedies at law or equity.
  h)    The captions in the Agreement are for convenience only and are not part of the Agreement. The use of the word "including" in the Agreement shall be read to mean "including without limitation."
  i)    The Agreement will be governed by the laws of the Commonwealth of Massachusetts without regard to that body of law controlling conflicts of law. In the event of any dispute or claim arising out of this Agreement, the parties agree to submit to the jurisdiction of the federal and state courts located in Suffolk County, Commonwealth of Massachusetts. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the Agreement.
  j)    Neither party may assign any of its rights or obligations hereunder, except in connection with a merger or acquisition. The Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the parties thereto.
  k)    By using the Yottaa Services, you consent to receiving electronic communications from Yottaa and its partners and affiliates. You may also send electronic communication to Yottaa as specified in the Agreement. These electronic communications may include without limitation notices about your Subscription Services, your invoices or payments, changes to the fees or the Agreement, reports of security violations, your violations of the Agreement, suspension of your use of the Yottaa Services, termination of the Agreement, or other information relating to Yottaa Services. Both parties agree that any notices, agreements, disclosures or other communications that the other party sends to it electronically will satisfy any legal communication requirements, including that such communications be in writing, provided that any communication to you is sent to the email address provided on your account and that any communication to Yottaa is send to the applicable email address specified in the Agreement.

  Yottaa is a trademark of Yottaa, Inc. in the United States. All other trademarks, names and logos on the Site are the property of their respective owners.

  Unless otherwise specified, all information and screens appearing on the Site, including documents, site design, text, graphics, logos, images and icons, as well as the selection and arrangement thereof, are the sole property of Yottaa, Inc., Copyright © 2010-2011 Yottaa, Inc. All rights not expressly granted herein are reserved. Except as otherwise required by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner.