Terms & Conditions
Welcome to http://www.ytera.com (the “Website”). We, being YT ERA LLC and/or its affiliates (the “Company”) own and operate the Website and are providing internet services to you subject to the following conditions. If you use, visit or shop at the Website, you accept these terms and conditions (“Terms”), so please read them carefully.
This electronic document is considered to be a legally binding and enforceable contract between you and the Company. By using, visiting, or shopping at the Website you acknowledge that you are aware of and completely accept all of the terms and conditions of these Terms.
These Terms are divided into FOUR (4) sections, being:
- General Terms for All Users;
- Terms for Subscribers
- Code of Conduct.
- Agency Clients
SECTION 1 – GENERAL TERMS FOR ALL USERS
Users include everyone who visits the Website, and includes those who have registered to view, enjoy and otherwise use the services offered by Website, whether for free or on a paid basis. Paid Users are referred to as “Subscribers”.
When you visit the Website, send e-mails to us, message us, or otherwise communicate with us, you are communicating with us electronically, and therefore you consent to receive communications from us electronically in return. We will communicate with you by e-mail, messaging or by posting notices on this site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
All Content included on this site, such as video clips, video streams, text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of the Company or its content suppliers and protected by United States and international copyright laws. The compilation of all content on this site is also the exclusive property of the Company and protected by United States and international copyright laws. All software used on this site is the property of the Company or its software suppliers and protected by United States and international copyright laws.
“YT Era” and other Website graphics, logos, page headers, button icons, scripts, and service names are trademarks, registered trademarks or trade dress of the Company in U.S. and other countries. The Company’s trademarks and trade dress may not be used in connection with any product or service that is not the Company’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits the Company. All other trademarks not owned by the Company that appear on this site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by the Company.
License and Site Access
The Company grants you a limited license to access and make personal use of this site but not to download (other than page caching) or modify it, or any portion of it. This license does not include any resale or commercial use of this site or its contents; nor any collection and use of any product listings, descriptions, or prices; nor any derivative use of this site or its contents; nor any downloading or copying of Account information for the benefit of another merchant; nor any use of data mining, robots, or similar data gathering and extraction tools. This site or any portion of this site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of the Company. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of the Company without express written consent. You may not use any meta-tags or any other “hidden text” utilizing the Company’s name or trademarks without the express written consent of the Company. Any unauthorized use terminates the permission or license granted by the Company. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of the Website so long as the link does not portray the Company, or its products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any the Company logo or other proprietary graphic or trademark as part of the link without express written permission.
Hyperlinking To Website, Co-Branding, “Framing” And Referencing Website Prohibited
Unless expressly authorized by Website, no one may hyperlink this Website, or portions thereof, (including, but not limited to, logotypes, trademarks, branding or copyrighted material) to any other website for any reason. Further, Users are not allowed to reference the url (website address) of this Website in any commercial or non-commercial media without express permission, nor are Users allowed to ‘frame’ the Website. The User specifically agrees to cooperate with the Website to remove or de-activate any such activities and be liable for all damages.
Use Of Information From This Website
Unless you have entered into an express written contract with this Website to the contrary, Users are not permitted to use the information contained in the Website (the “Information”) in a commercial or public setting or to broadcast, copy, save, print, teach, sell, coach, or publish the Information or any portions of the content of this Website. By viewing the contents of this Website Users agree to this condition of viewing and Users acknowledge that any unauthorized use is unlawful and may subject you to civil or criminal penalties. The User warrants that the User understands that accepting this provision is a condition of viewing the Website and that viewing constitutes acceptance.
Comments, Communications, and Other Content
If you submit comments, communications or other content, you grant the Company a nonexclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such information or other content throughout the world in any media. You grant the Company and sub-licensees the right to use the name that you submit in connection with such information or other content, if they choose. You represent and warrant that you own or otherwise control all of the rights to the information or other content that you send or post; that the information or other content is accurate; that use of the information or other content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify the Company for all claims resulting from information or other content you supply. The Company has the right but not the obligation to monitor and edit or remove any information or other content. The Company takes no responsibility and assumes no liability for any information or other content posted by you or any third party.
Copyright and Other Legal Rights Complaints
The Company respects the intellectual property and legal rights of others. If you believe that intellectual property or other legal rights have been violated, please provide us with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the rightsholder; (ii) a description of the alleged rights violation; (iii) a description of where the alleged violating material is located on the Website; (iv) your address, telephone number, and e-mail address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the rightsholder, or the law; (vi) a statement by you that the above information in your notice is accurate and that you are the actual rightsholder or authorized to act on the copyright owner’s behalf. Contact us for notice of claims of rights violation by emailing firstname.lastname@example.org. We will process your complaint pursuant to the Copyright Act of The United States.
The Company attempts to be as accurate as possible. However, the Company does not warrant that product descriptions or other content of this site is accurate, complete, reliable, current, or error-free. If a product offered by the Company itself is not as described, your sole legal remedy is to return it in unused condition.
We may provide links to the sites of affiliated companies and certain other businesses. We are not responsible for examining or evaluating, and we do not warrant the offerings of, any of these businesses or individuals or the content of their websites. The Company does not assume any responsibility or liability for the actions, product, and content of all these and any other third parties. You should carefully review their privacy statements and other conditions of use.
Members of the Media
As a User, you certify that you are not a member of the media, or that if you are, you are participating on this Website solely for your personal enjoyment and not as part of any investigation or gathering of information for dissemination of information to the public as news and that you will not use any such information in any manner without the express written permission of the Company. You agree that everything that you observe on the Website will be kept in strict confidence, and that you will do nothing to jeopardize the privacy and identities of any other User whatsoever.
Disclaimer of Warranties, Limitation of Liability and Indemnification
THIS SITE AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE ARE PROVIDED BY THE WEBSITE ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. THE WEBSITE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK.
TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, THE WEBSITE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE WEBSITE DOES NOT WARRANT THAT THIS SITE; INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE; THEIR SERVERS; OR E-MAIL SENT FROM THE WEBSITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE WEBSITE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING BUT NOT LIMITED TO DOWNLOADING ANY FILES OR INFORMATION FROM THE WEBSITE OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.
THE WEBSITE FURTHER DISCLAIMS ANY RESPONSIBILITY FOR THE ACCURACY OF THE CONTENT OF THIS WEBSITE. WHILE EVERY EFFORT HAS BEEN MADE TO ACCURATELY REPRESENT THE PRODUCTS OFFERED AND THEIR POTENTIAL AND EVEN THOUGH THIS INDUSTRY IS ONE OF THE FEW WHERE ONE CAN WRITE THEIR OWN CHECK IN TERMS OF EARNINGS, THERE IS NO GUARANTEE THAT YOU WILL EARN ANY MONEY USING THE TECHNIQUES AND IDEAS IN THESE MATERIALS. EXAMPLES AND TESTIMONIALS IN THESE MATERIALS ARE NOT TO BE INTERPRETED AS A PROMISE OR GUARANTEE OF EARNINGS. EARNING POTENTIAL IS ENTIRELY DEPENDENT ON THE PERSON USING OUR PRODUCTS, THEIR IDEAS AND TECHNIQUES. THESE PRODUCTS ARE NOT A BUSINESS OPPORTUNITY AND ONLY PROVIDES ADVICE AND TRAINING ABOUT INTERNET, SEARCH ENGINE OPTIMIZATION AND VIDEO MARKETING. WE DO NOT TRACK ACTUAL EARNINGS OF USERS OF OUR PRODUCTS AS THE SAME WOULD VIOLATE THE USERS TRADE SECRETS AND CONFIDENTIAL OR PROPRIETARY INFORMATION. THE INFORMATION ON THIS SITE IS OUR EXPERIENCE WITH THE PRODUCTS. IF YOU WANT TO SHARE YOUR EXPERIENCE LET US KNOW.
BY VIEWING, USING, OR INTERACTING IN ANY MANNER WITH THIS WEBSITE, INCLUDING ANY BANNERS, ADVERTISING, OR POP-UPS, DOWNLOADS, AND AS A CONDITION OF THE WEBSITE ALLOWING USER’S LAWFUL VIEWING, USER FOREVER WAIVES ALL RIGHT TO CLAIMS OF DAMAGE OF ANY AND ALL DESCRIPTION DUE TO USER’S USE OF THE WEBSITE AND BASED ON ANY CAUSAL FACTOR RESULTING IN ANY POSSIBLE HARM, NO MATTER HOW HEINOUS OR EXTENSIVE, WHETHER PHYSICAL OR EMOTIONAL, FORESEEABLE OR UNFORESEEABLE, WHETHER PERSONAL OR BUSINESS IN NATURE.
USER AGREES THAT IN THE EVENT USER CAUSES DAMAGE WHICH THE WEBSITE IS REQUIRED TO PAY FOR, THE USER, AS A CONDITION OF VIEWING, WILL REIMBURSE THE WEBSITE FOR ANY AND ALL COSTS RELATING TO SUCH DAMAGE, INCLUDING WITHOUT LIMITATION ANY LEGAL FEES.
By visiting the Website, you agree that the laws of the United States, without regard to principles of conflict of laws, will govern these Terms and any dispute of any sort that might arise between you and the Company, and any disputes shall be adjudicated in the United States, and you consent to exclusive jurisdiction and venue in such courts.
Site Policies, Modification, and Severability
Please review our other policies as posted on this Website. We reserve the right to make changes to the Website, policies, and these Terms at any time. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.
SECTION 2 – TERMS FOR SUBSCRIBERS
This Section applies to all Subscribers and their Accounts (“Accounts”), which may also be referred to as “Subscriptions”.
You agree to keep all of your Account information current (such as a change in billing address, card number, or expiration date), and you must promptly notify the Company if your payment method is canceled (including if you lose your card or it is stolen), or if you become aware of a potential breach of security (such as an unauthorized disclosure or use of your name or password). Changes to such information can be made on the Website. If you fail to provide us any of the foregoing information, you agree that you are responsible for fees accrued under your Account. In addition, you authorize us to obtain updated or replacement expiration dates and card numbers for your credit or debit card as provided by your credit or debit card issuer.
You agree that all payments made on the Website are final, and you will not challenge or dispute the charge with your bank. You further agree that should you have any issues relating to your payment (such as duplicate billing), you will contact the Company to resolve the issue. Should a chargeback or dispute be initiated with your bank, you agree that you will be held responsible for any outstanding balance owed to us plus any chargeback fees charged by our bank, which may be as much as $60 USD. You agree that you will pay any outstanding balance you have with the Company within 30 days from the date of notification. Any outstanding balance left unpaid after 30 days may be submitted to a collections agency, and you agree that a collections fee of up to 50% of the outstanding balance or $100 (whichever is higher) will be added to the amount that you owe.
In order to provide continuous service, the Company provides the option for automatic renewal. If the automatic renewal option or checkbox is selected during the payment process, we will automatically renew all paid Subscriptions on the date such Subscriptions expire. After your initial Subscription commitment period, and again after any subsequent Subscription period, your Subscription will automatically continue for an additional equivalent period. You acknowledge that your Account will be subject to these automatic renewals if you had selected the automatic renewal option. If you do not wish your Account to renew automatically, or if you want to change or terminate your Subscription, please contact us at email@example.com.
The Company maintains a strict no-refund policy. All purchases made on the Website are final. If you choose to purchase a Subscription package on the Website, you agree that absolutely no refunds, either full or partial, will be issued for any reasons or for any unused or remaining Subscription. Further, you agree that no refunds will be made on any remaining or unused Subscription or credits.
Subscriptions purchased are strictly non-transferable.
The Company reserves the right to offer free Subscriptions to any person(s) of its choice at any given time, for any duration, while charging other Subscribers, at the same time. We also reserve the right to cancel the free trial period at any time, for all or any of its Subscribers.
Upon registering as a Subscriber, you will choose a display name and password. You may not select or use a display name of another person (unless it is also your name), a name in violation of a third party’s property rights, or a display name that the Company deems offensive or otherwise inappropriate. The Company owns all display names and licenses them to you. We reserve the right to delete or alter any display name at any time.
You are entirely liable for all activities conducted through your Account. A Subscriber may not permit another individual to use the Subscriber’s Account without direct supervision by the Subscriber.
Subscribers who have had their Account terminated may not access the Website without the Company’s prior express written permission. Subscribers may not allow a former Subscriber whose Account has been terminated to use their Account. For additional information on re-registration and multiple Accounts you can contact us at firstname.lastname@example.org.
Your bank or financial institution may impose fees for currency exchange and for international transactions. You are responsible for all such costs.
The Company may apply additional taxes as required by law in all regions.
For billing inquiries, or to request a detailed statement of your usage, contact us at email@example.com.
THE COMPANY RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS FEES AND BILLING METHODS, INCLUDING THE ADDITION OF SUPPLEMENTAL FEES OR SEPARATE CHARGES FOR ANY ONLINE AREAS, CONTENT, PREMIUM SUBSCRIPTIONS, OR SERVICES PROVIDED BY THE COMPANY OR ITS AFFILIATES. THE COMPANY MAY ALSO ELECT, AT ITS DISCRETION, TO SUPPLEMENT SUCH NOTICE OF BILLING CHARGES THROUGH POP-UPS, EMAIL, MEMBER INBOX ON SITE, THROUGH THE MAIL TO THE ACCOUNT HOLDER, OR BY ANY OTHER MEANS DEEMED REASONABLE BY THE COMPANY.
If any such change is unacceptable to you, you may terminate your Account as provided below. Your continued use of the Website following the effective date shall constitute your acceptance of such change.
Restriction on Resale of Company Products
The Company encourages all Subscribers to use any of our products, information and knowledge that Subscribers receive through their use of the Website (the “Products”) to sell third-party products online. While the Company wishes financial success upon all of our Subscribers, to protect our own business, we specifically prohibit the resale of any of our Products or the sale of any products created by Subscriber that are based on, derived from or substantially similar to any of the Products (the “Resale Policy”). The Subscriber agrees to abide by the Resale Policy and agrees that the Company shall have the right to pursue any available legal remedy against the Subscriber upon a breach by Subscriber of the Resale Policy
Representations and Warranties
You certify that YOU ARE AT LEAST NINETEEN (19) YEARS OLD or of the Age of Majority in the jurisdiction that you are domiciled in, whichever is older. You agree to provide the Company with accurate, complete, and current Account information. Failure to do this shall constitute a breach of these Terms and will result in immediate termination of your Account and subject you to civil and possible criminal liability. Unless you have prior written authorization from the Company, you may not register for additional Accounts after such termination.
Cancellation and Termination
Subscribers may cancel their Account at any time by sending written consent to us with your account username to firstname.lastname@example.org. This is your sole right if you are dissatisfied with the Website in any way.
When you delete your Account or when your Account is suspended for violating these Terms, you agree that any remaining or unused Subscription fees and credits will be forfeited and no refunds will be issued for any remaining or unused Subscription fees and credits. Further, if your deleted Account is reinstated at a later date, you agree that any remaining or unused Subscription fees and credits you have remaining at the time of your Account deletion will not be reinstated with your Account.
Furthermore, the Company reserves the right to terminate any Accounts arbitrarily. We also reserve the right to deny service for Accounts and users deemed as fraudulent or otherwise high risk Accounts. Processing is at our discretion for refunds for claims of fraud and/or disputes via email, web chat with support, phone calls to our processor and/or requests from issuing banks, banks offering direct debit, card holders, and credit card issuers.
We also report at our discretion and cooperate with law enforcement in any claims of fraud or other illegal activity.
SECTION 3 – CODE OF CONDUCT
All Users, including but not limited to Subscribers, hereby agree NOT to use the Website for any of the following:
Posting any incomplete, false, misleading, or inaccurate Content about yourself and/or your profile;
Impersonating, or otherwise misrepresenting affiliation, connection or association with, any person or entity;
If you have a password, allowing any other person to access a non-public area of the Website, disclosing to or sharing your password with any third parties, or using your password for any unauthorized purpose;
Use meta tags or code or other devices containing any reference to the Company or the Website (or any trademark, trade name, service mark, logo or slogan of the Company or the Website) to direct any person to any other website for any purpose;
Posting or sending material that depicts people in a sexual or violent manner, or solicits personal information from anyone under the age of majority in that person’s jurisdiction of domicile;
Soliciting passwords or personal identifying information for commercial or unlawful purposes from other users;
Engaging in advertising to, or solicitation of, other Users to send money, buy or sell any products or services not approved by the Company;
Transmitting any chain letters or junk email;
Soliciting gambling or engaging in any gambling or similar activity;
Posting advertisements or solicitations of employment or business;
Using the Website to promote, solicit, or engage in prostitution;
Using the Website or Service for activities that violate any law, statute, ordinance, or regulations;
Using the Website or Service to encourage, promote, facilitate, or instruct others to engage in illegal activity;
Personally attack, make fun of, troll, flame, bully, stalk or otherwise harass another User;
Make criminal accusations against another User;
Make or promote any type of racism or hate towards anyone in specific or a group of people;
Post, directly or indirectly, any personally identifying information about another member without their consent. “Personally identifying information” can include, but is not limited to, a person's full name, first name, last name, email address, profession, phone number, address and place of work;
Use the Website for any fraudulent purposes;
Collect or store personally identifying information about any other User(s) for commercial purposes;
Impersonate any person or entity, including, but not limited to, a Company official, employee, consultant, or otherwise, or falsely state or otherwise misrepresent your affiliation with a person or entity;
Upload, post, email, otherwise transmit, or post links to any Content that you do not have a right to transmit under any law or regulation or under contractual or fiduciary relationships (such as “inside information”, or proprietary and confidential information learned or disclosed as part of employment relationships or subject to a nondisclosure agreement);
Upload, post, email, or otherwise transmit, or post links to any Content that facilitates computer hacking;
Upload, post, email, otherwise transmit, or post links to any content that infringes any patent, trademark, service mark, trade secret, copyright or other proprietary rights of any party, or contributing to inducing or facilitating such infringement, including making available tools that can be used for no purpose other than for “cracking” software or other copyrighted content;
Purchase any goods or services that you are prohibited from purchasing or possessing by any law applicable to you in your jurisdiction. The responsibility for ensuring compliance with all such laws shall be the User's alone. By submitting an order to purchase goods or services, you represent and warrant that you have the legal right to purchase such goods or services; and
Advertise, offer for sale, or sell any of the following items:
Any firearms, explosives, or weapons;
Any items that are hateful or racially, ethnically or otherwise objectionable, that contain child pornography, or are harmful to those under the age of majority;
Any controlled substances or pharmaceuticals;
Any counterfeit or stolen items;
Any goods or services that do not, in fact, exist;
Any registered or unregistered securities;
Any items that violate or infringe the rights of other parties;
Any items that you do not have the legal right to sell; and
Any items where paying the Company any of the required transactional or listing fees would cause the Company to violate any law.
You further agree that you will not harass, annoy, intimidate, or threaten any of the Company’s employees, affilates or agents.
SECTION 4 – AGENCY CLIENTS
- Agreement: the set of agreements between YT Era and the Client, as included in the Assignment and these Terms and Conditions;
- Assignment: the quotation signed by the Client or the agreement signed by the Parties which includes the agreed Services and to which in both instances these Terms and Conditions apply;
- Channel: all existing and future social media-channels that are managed or operated by or on behalf of the Client and/or under the Client’s trade name or its affiliates, which are required for the execution of the Assignment;
- Client: the person or entity which has requested YT Era to execute the Agreement;
- CMS: a Content Management System which automates the process of managing, presenting and publishing Content on the internet;
- Content: images, whether or not supported by audio, text, pictures, video’s etc that are made available, published and/or reproduced by means of various distribution manners;
- Google: Google Inc. or its affiliates, including but not limited to YouTube LLC and its successors and right holders;
- Intellectual Property Rights: all intellectual property rights, including copyrights, trademark rights, patent rights and trade name rights, in respect of any work, including Content, documents, designs, computer software, customized software and/or other whether or not electronically recorded information.
- Parties: YT Era and the Client together, and each being a ‘Party’;
- Services: the services rendered by YT Era to the Client, as specified in writing in the Agreement;
- Terms and Conditions: these general terms of conditions of YT Era.
- YT Era: the US legal entity YT ERA LLC that has declared to the other Party that these Terms and Conditions apply.
2 Applicability Terms and Conditions
2.1 These Terms and Conditions apply to all quotations, Assignments, Agreements (including any action plans) and all future agreements and contractual relations between the Parties.
2.2 The application of any of the Clients purchasing conditions or any other of its conditions is explicitly rejected.
2.3 Deviations and changes to these Terms and Conditions are only valid insofar as explicitly included in the Agreement.
2.4 The Client hereby confirms to have received the Terms and Conditions and to be familiar with its content.
2.5 YT Era may make reasonable changes to these Terms and Conditions. These changes will become part of the Agreement one month after they have been declared applicable.
3.1 YT Era will duly execute its Services, in line with the specifications as included in the Assignment in accordance with the requirements of good craftsmanship on the basis of the best available techniques at the time.
3.2 Insofar as required for the provision of the Services, the Client agrees that YT Era will be provided access to the management environment of the Channel, to enable it to perform its Services.
3.3 The Parties shall provide each other all cooperation and information, instructions, data and documentation in good time for the performance of the Agreement, and warrant that the information supplied is correct and complete. To this effect, the Client is obligated to transfer the unrestricted and unconditional management of the Channel’s CMS for the duration of the Agreement and cooperate with all formalities required for such transfer, e.g. by signing any for such purpose required covenants or agreements.
3.4 The Parties are each responsible to put in place appropriate control and security procedures, which include but are not limited to taking appropriate technical and organizational measure to prevent any unauthorized access to the software applications (whether or not from third parties and/or accessible through the internet), Channels, CMS, passwords, personal data and/or other data and materials. Furthermore, the Client undertakes to, with regard to Content and other (data) files made available by the Client, perform back up procedures in line with applicable standard and in such a way that recovery is possible with minimal effort.
3.5 Upon request, YT Era will update the Client regularly and in writing about its Services.
3.6 YT Era is allowed to engage third parties to carry out its Services.
3.7 Unless agreed otherwise, YT Era shall perform the Services to the best of its abilities without warranting a specific result.
3.8 All terms stated by YT Era have been established to the best of its knowledge, based on the data known to YT Era when entering into the Agreement and they will be respected to the greatest extent possible. Any delivery dates and/or time limits stated in any Agreement, annex, action plan or quotation shall always apply as target dates, shall always be indicative and are not fatal deadlines unless explicitly agreed otherwise. In all events, including if the Parties have explicitly agreed a final time limit in writing, YT Era shall only be in default after the Client has sent YT Era a written, proper and detailed notice of default and the reasonable term, that the Client has granted to YT Era to remedy the breach, has passed.
3.9 YT Era shall not be bound to any time limits or delivery dates that can no longer be complied due to circumstances beyond YT Era’s control that have occurred after entering the Agreement . If any time limit threatens to be exceeded, YT Era and the Client shall consult with each other as soon as possible.
3.10 If the Client wishes to change the Assignment partially or in whole, the Client must notify YT ERa in a timely manner and in writing. A change is solely agreed if the Parties have expressly agreed this in writing and after YT Era has sent the Client a written confirmation of the change of the Assignment. The Client is aware that changes to the Assignment may affect the other agreements, including but not limited to the duration of the performance of the Assignment and the (extra) costs. Any additional or lower costs that result in a change in the Assignment will be borne or credited to the Client. YT Era will try to inform the Client in a timely manner about the consequences of a change in the Assignment.
4 Delivery and Exit
4.1 In so far as part of the Services, the Client holds the Content and will make it available – whether or not through a third party – to YT Era in the digital format as indicated by YT Era.
4.2 Insofar as required for the execution of the Services, YT Era will use the management environment of the Channel and the CMS wherefrom the Client’s content is operated for the duration of the Agreement. Upon the termination for whatever reason of the Agreement, the Parties will ensure the full transfer of the Content’s (technical) management to the Client as soon as possible.
5.1 Save for indexation, as outlined in clause 5.2, the rates cannot be adjusted unless agreed upon otherwise by Parties in writing.
5.2 YT Era is entitled to annually adjust its rates, in accordance with inflation and money printing rates in the US.
5.3 YT Era may only execute any additional work after prior consultation with the Client. Additional work means any work outside the content and scope of the work agreed upon in writing between the Parties. Additional work will be compensated in accordance with the agreed rates – and in the absence thereof in accordance with the customary rates of YT Era – and will only be invoiced after receiving the Client’s written order confirmation, with the next due invoice or upon completing the additional work.
5.4 Unless explicitly agreed otherwise in the Agreement, the costs for travel and accommodation, additional hours and other special costs relating to the services under the Agreement are not included in the applicable rates and prices and will therefore be invoiced separately. Insofar as such costs are not included in the applicable rates, they can only be invoiced separately by YT Era upon prior written confirmation by the Client.
6.1 The Agreement will have an initial term as set out in the Agreement.
6.2 The Agreement commences on the date on which it is signed by both Parties and ends, when notice is received in time, after the agreed period. The Parties will consult each other before the Agreement’s end date to discuss a possible renewal and its term. Unless agreed otherwise, the Agreement will be automatically renewed with one month if no timely notice has been given.
6.3 During the Agreement, the Parties shall have the right to give notice of termination of the Agreement by the end of its term.
7 Intellectual Property Rights
7.1 Unless agreed upon otherwise in writing, the Client holds the Intellectual Property Rights relating to the Content.
7.2 Intellectual Property Rights developed by YT Era specifically for the Client shall be vested in YT Era, who assigns these rights with future effect to the Client as soon as the Client has fulfilled all the related invoices. To the extent possible, YT Era assigns all its personal rights with regards to such work. To the extent that the assignment of the personal rights is not possible, YT Era will waive its rights, insofar as legally allowed. If and insofar as required, YT Era will cooperate during and after the Agreement in enabling the Client to obtain all the rights as specified in this clause, to register it on the Client’s name and to enforce it against third parties.
7.3 The Client grants YT Era a worldwide, royalty free, non-exclusive license to use the Intellectual Property Rights (including the Content, trademarks and logo’s) that are made available to YT Era under the Agreement. Such license provides YT Era the unlimited use of (parts of) the Content to perform the Services.
7.4 YT Era acknowledges that the Intellectual Property Rights of the logo’s and trademarks that are made available by the Client will remain vested in the Client. YT Era warrants that it will not infringe any of these rights and that it will use the materials made available to it solely for the execution of the Agreement.
7.5 The Client indemnifies YT ERa against all claims by third parties relating to a (claimed) infringement by such third parties of the Intellectual Property Rights that are made available to YT Era by the Client (including comparable claims relating to knowledge, unfair competition and the like). At YT Era’s first request, the Client will take over the defence of any legal proceedings relating to such claims, of which existence YT Era will notify the Client as soon as possible and for which YT Era will provide the Client all the required powers of attorney and assistance. Furthermore, the Client indemnifies YT Era for all damages and costs awarded against YT Era in such legal proceedings, including any attorney’s fees.
7.6 All Intellectual Property Rights (other than those referred to under clause 7.1 up to and including clause 7.4) which are not made available by the Client and which YT Era uses to provide its Services, including, but not limited to, software made available by YT Era and video formats which are not specifically created for the Client, will remain vested in YT Era or its licensors. The Client shall have no title or ownership therein. Any licenses provided by YT Era to the Client over such Intellectual Property Rights, are non-exclusive, non-assignable, cannot be sublicensed and are provided for the duration of the Agreement only.
8.1 If the Client’s Content contains any music, the Client warrants that it will have paid all applicable contributions to third parties (including copyrights and neighbouring rights holders) regarding the publication, reproduction and synchronisation of such music. Furthermore, the Client ensures that all relevant information regarding such music are, without YT Era’s involvement, provided to the responsible collective rights organisations (such as BUMA/STEMRA and SENA) in a correct and timely manner. The Client fully indemnifies YT Era for all third party claims (including from claims from the responsible collective rights organisations such as BUMA/STEMRA and SENA) that relate to providing such information in a correct and timely manner.
9.1 YT Era has consultants who, if agreed upon, provide consultancy services. This includes strategy consultancy services and/or channel management services. These terms and conditions also apply to campaign management and media buying and studio activities, unless described otherwise in accordance with clause 10. This clause determines the applicable conditions, which are further specified in the Agreement.
9.2 Under certain occasion and as part of the Services, it is possible that YT Era needs to implement or provide certain client specific technical services for the agreed software. The principle of the implementation is that it is a joint effort by YT Era and the Client and the success of the implementation depend on the degree of cooperation and proper information provided by the Client. The Parties acknowledge that the implementation is an interactive and dynamic process wherein adjustments may occur in timing. Parties will actively attempt to achieve the agreed milestones.
9.3 To provide its Services, YT Era is entitled in the broadest sense of the word to promote the Content, Channel or the Client through all media and/or other means of promotion, including by publishing or reproducing (whether by itself or through a third party) video and audio-visual material (like pictures) and texts relating to the Content and the Channel. To this effect, YT Era is entitled to edit the Content and/or the Channel.
9.4 By signing the Agreement, the Client provides YT Era, with due observance of the Agreement, with a license for the unrestricted use of the Client’s name and logo for the purpose of promotion, marketing and publicity. ‘Media’ includes radio, programme guides, newspapers, magazines, promotion material, internet and internet related applications (so called digital extensions) and telecommunication services.
9.5 Upon prior notification, YT Era is allowed to replace any employees involved in carrying out the Services. If the Client has reasonable objections to the replacement of the employee(s), the Parties will consult with each other on a suitable alternative.
10 Invoicing and payments
10.1 YT Era will invoice in advance 100% of the aggregate, agreed amount excluding any subsequent fees.
10.2 All invoices must include the following information:
- (legal) name, address and domicile of the Client;
- Contact person;
- Cost centre / department (provided by the contact person);
- bank account number of YT Era, including its IBAN number and the SWIFT or BIC-code;
- the period to which the invoice relates.
10.3 The Client will pay all invoices by the 1st of each month BEFORE work will be actioned.
10.4 If the Client fails to pay any amounts owed within the agreed payment term, it will be in default and it will owe to YT Era the statutory interest rate on the outstanding amount as per the moment of default until the amounts are settled.
10.5 YT Era is entitled to set off any amounts owed to it by the Client against any outstanding amounts which YT Era owes to the Client.
11.1 The Parties shall have the right to terminate the Agreement with immediate effect, without any notice of default being required and without this creating any obligation to compensate any damages or losses of the Parties, if any of the following circumstances occurs:
- the other Party is declared bankrupt;
- temporary or permanent suspension of payment is granted to the other Party;
- the enterprise of the other Party is liquidated or a request thereto has been submitted;
- the enterprise of the other Party is discontinued.
11.2 YT Era is entitled to terminate the Agreement with immediate effect if the Client is obligated to cease using its Content or its Channel. The aforementioned shall not limit YT Era’s right to claim damages.
11.3 Notwithstanding the termination possibilities under clauses 11.1 and 11.2, YT Era is entitled to terminate the Agreement upon written notice with immediate effect, without any obligation to compensate any damages to the Client, if the Client does not comply with the warranties and the indemnities as set out in clause 15.
11.4 Termination on the basis of this clause is communicated by registered letter to the other Party, with reference to the legal basis of the termination.
11.5 In the case of dissolution, such dissolution will only affect the obligations arising after the dissolution date and therefore the dissolution will not have any retroactive effect.
11.6 Any rights and duties from the Agreement which by their nature and content are intended to remain in effect, such as Intellectual Property Rights, liability, force majeure and dispute resolution, shall remain in full effect after termination or dissolution of the Agreement
12.1 During the term of the Agreement and thereafter, the Parties will keep secret all confidential information that has come to their knowledge and in no way disclose and/or make available such information to third parties and only use the confidential information for the purpose for which it was made available. Third parties include all persons that work for or on behalf of a Party who do not have a need to know such information. The following is regarded as confidential information in the sense of these Terms and Conditions:
- all information disclosed verbally, in writing, or directly or indirectly made available in any other way, which is indicated to be confidential and/or of which the other Party knows or should reasonably know that it is confidential;
- all product, marketing, customer, and/or other business intelligence which is indicated to be confidential or of which the other Party knows or should reasonably know that it is confidential, irrespective of how it was disclosed;
- all other documentation, data, drawings, benchmarks, tests, test data, specification, object codes, source codes, production methods, technologies and/or other information developed by a Party which is indicated to be confidential and/or of which the other Party knows or should reasonably know that it is confidential, irrespective of how it was disclosed;
- each copy in whichever form of the foregoing.
12.2 The Parties’ obligations do not apply in case of confidential information if the receiving Party can show that (i) it is generally acknowledged or available within the public domain (unless it has become available due to any unauthorized disclosure by the receiving Party) or (ii) was in the possession of the receiving Party before its disclosure hereunder and had not previously been obtained under an obligation of confidentiality.
12.3 YT Era reserves the right to use the knowledge gained through the performance of the work for other purposes, insofar as no confidential information is disclosed to third parties.
13.1 YT Era and the Client are each responsible for their respective obligations under any applicable law and regulation regarding the protection of personal data. Insofar as relating to YT Era’s compliance, reference is made to the privacy statement available on its website.
[PLEASE HYPERLINK TO PRICACY STATEMENT]
14 Warranties and indemnities
14.1 The Client acknowledges that it is responsible for the Content on the Channel and warrants that (i) it will not infringe any legal provision or infringe what in accordance with any written or unwritten law, regulation or guideline is generally considered appropriate (including that the Content will not contain any sexist, pornographic, racist and/or discriminatory information or statements that are insulting, defamatory or offensive) (ii) it will not infringe the privacy and/or the private life of others or infringe any rights of third parties (iii) the Client holds all the rights to publish the Content and warrants that all contributions to any possible third party right holders have been made regarding the use of the Content in accordance with the Agreement it complies with Google’s guidelines and conditions or the guidelines and conditions of another social media platform that is used for the execution of the Agreement and the (use of) Content is in no other way unlawful against any third parties.
14.2 The Client indemnifies YT Era for all third party claims arising out of the infringement of any of its obligations or warranties (including by any third party engaged by it) under this Agreement. The Client will compensate any damages, costs (including legal fees) and interest incurred by YT Era as a consequence of such infringements.
15.1 YT Era performs its Services with the greatest extent of care as possible. YT Era is only liable for any shortcomings if the Client can demonstrate that YT Era has severally infringed its duty of care. If YT Era is liable for not or incorrectly performing its duties, its liability is limited to direct damages or loss only and an amount equal to the amount paid by the Client to YT Era pursuant to the Agreement in the three months preceding the fact that caused the damage or loss. In this regard, a series of mutually related events that cause damage or loss shall be considered as one event and one fact causing the damage or loss.
15.2 YT Era shall not be liable for any indirect damage or loss, including, without limitation, loss of profit, loss of data, claims from third parties, fines, penalties or additional tax demands, lost income or lost savings, reputational damage, damage due to any loss (whether temporary or not), disappearance, change or corruption of any material, files or information, whether tangible, visual, auditory or otherwise made available by the Client or any other third parties or any other indirect damage or loss or consequential damage or loss resulting from or in connection with any failure by YT Era to comply with an obligation or in connection with any unlawful act.
15.3 The previous paragraphs of this article shall not apply if and insofar as such damage or loss was caused by YT Era’s deliberate intent or willful recklessness.
16 Force Majeure
16.1 In the event of force majeure affecting one of the Parties, the obligations pursuant to the Agreement shall be suspended for as long as the situation of force majeure lasts. Any non-conformance by Google, Facebook and other suppliers of YT Era shall also be considered as force majeure. However, the suspension shall not apply to the obligations that the force majeure does not concern and/or the obligations that already occurred before the situation of force majeure came into being.
16.2 If the situation of force majeure has lasted for more than sixty (60) days, the Parties will be entitled to terminate the Agreement by means of a registered letter, unless it is foreseeable that the situation of force majeure will be resolved within a reasonable period of time. Anything that already has been performed as a result of the Agreement shall then be settled pro rata, without the Parties owing each other anything else.
17 Assignment and subcontracting
17.1 The Parties are not entitled to transfer the rights from the Agreement to a third party without the other Party’s prior written consent.
17.2 Notwithstanding the previous paragraph, YT Era is entitled to engage third parties to perform its obligations under the Agreement (including but not limited to a newly established to which YT Era transfers its activities). In such case YT Era will remain responsible for the execution of the Agreement.
18.1 Changes to the terms and conditions of the Agreement may only be agreed between the Parties in writing. If the Parties have agreed in writing to certain changes, those changes only apply for the assignment for which it was specifically agreed.
18.2 If any of the provisions of the Agreement is null and void or is declared null and void, this shall be without prejudice to the legal effect of the other provisions. In such case the Parties will discuss the replacement of such provision by a new provision, taking into account the aim and purpose of the null and void provision insofar as possible.
18.3 When entering into the Agreement, the Parties expressly do not intent to establish a partnership or a legal entity or any other entity relevant under applicable company law.
18.4 The Agreement and its execution shall be governed by USA law. Any and all disputes arising as a result of or in connection with an agreement between the Parties will, insofar as it cannot be amicably solved, be exclusively submitted to the competent court in the USA.