YouStak, Inc. (“YI,” “we,” “us,” or “our”) welcomes you. We invite you to access and use our proprietary website, which populated and maintained by our customer (this website, a a marketplace built on this website “Stak”, and such customer, a “Customer”). This Stak is made available to you in a variety of ways, including via our website located at www.YouStak.com (the “Website”).
We provide access to the Stak subject to the following Terms of Use, which may be updated by us from time to time without notice to you. By browsing the public areas or by accessing and using the Stak, you acknowledge that you have read, understood, and agree to be legally bound by the terms and conditions of these Terms of Use and the terms and conditions of our Privacy Policy, which is hereby incorporated by reference (collectively, this “Agreement. ”). If you do not agree to any of these terms, then please do not use the Stak.
Capitalized terms not defined in these Terms of Use shall have the meaning set forth in our Privacy Policy.
1. DESCRIPTION OF THE STAK
YouStak is a proprietary online platform created to allow the public to create and experience a variety of sites on subjects of their choosing. As a visitor to a Stak, you can search for, connect with or add to Staks that others have created in your chosen area of interest. The creation and operation of a Stak through the YouStak platform is governed by a separate customer agreement (“Customer Agreement”). Please see and agree to our Customer Agreement if you wish to create a Stak.
2. CONFIDENTIALITY
ALTHOUGH WE ENCOURAGE YOU TO CREATE AND UPLOAD POSTS AND COMMUNICATE WITH US AND OTHER USERS, PLEASE NOTE THAT ANY IDEAS, CONTENT, AND INFORMATION YOU POST OR SHARE WITH OTHER USERS OR CUSTOMERS THROUGH THE STAK WILL BE SEEN AND MAY BE USED BY OTHER USERS, AND YI CANNOT GUARANTEE THAT CUSTOMERS OR OTHER USERS WILL NOT USE THOSE IDEAS, CONTENT, OR INFORMATION THAT YOU SHARE ON THE STAK. THEREFORE, IF YOU HAVE AN IDEA, OR OTHER INFORMATION THAT YOU WOULD LIKE TO KEEP CONFIDENTIAL, DON’T WANT OTHERS TO USE, AND/OR THAT IS SUBJECT TO THIRD-PARTY RIGHTS THAT MAY BE INFRINGED BY YOUR SHARING IT, DO NOT POST IT ANYWHERE ON OR THROUGH THE STAK. YI IS NOT RESPONSIBLE FOR ANY USER’S MISUSE OR MISAPPROPRIATION OF ANY IDEA, CONTENT, OR INFORMATION YOU POST ON OR THROUGH THE STAK. IN THE EVENT YOU NEED TO COMMUNICATE ANY SUCH CONFIDENTIAL OR PROPRIETARY INFORMATION TO ANOTHER USER, YOU SHOULD FIRST DISCUSS WITH YOUR LEGAL COUNSEL ABOUT ENTERING INTO A NON-DISCLOSURE AGREEMENT WITH SUCH USER.
3. WAIVER AND RELEASE
Although you are able to find information about a wide variety of topics on our Staks (“Topics”), we are not a party to the creation of content about any Topics or any transaction relating to any such Topics that might be offered on a Stak (each, a “Transaction”). Accordingly, we shall have no liability to any party in connection with such Transactions. We do recommend, however, that in connection with each Transaction, you conduct your own due diligence and make sure you understand all aspects of what a Customer is offering in the Transaction.
In addition:
YOU, ON BEHALF OF: (I) YOURSELF AND YOUR HEIRS, NEXT OF KIN, SPOUSE, GUARDIANS, LEGAL REPRESENTATIVES, AGENTS, EXECUTORS, ADMINISTRATORS, SUCCESSORS, AND ASSIGNS, AND (II) YOUR COMPANY AND ITS PAST, CURRENT, AND FUTURE MEMBERS, SHAREHOLDERS, EMPLOYEES, OFFICERS, DIRECTORS, SUBSIDIARIES, PARENT ENTITIES, ATTORNEYS, PRINCIPALS, TRUSTEES, REPRESENTATIVES, AGENTS, PARTNERS, AFFILIATES, PREDECESSORS, SUCCESSORS, OPERATING PARTNERSHIPS, GENERAL PARTNERS, INSURERS, REINSURERS, AND ASSIGNS (COLLECTIVELY, THE “RELEASING PARTIES”), AGREE THAT SUCH RELEASING PARTIES SHALL NOT HAVE ANY RIGHT OR CAUSE OF ACTION, AND HEREBY FULLY, FINALLY, AND FOREVER RELEASE, DISCHARGE, AND ACQUIT YI AND ITS PAST, CURRENT, AND FUTURE MEMBERS, SHAREHOLDERS, EMPLOYEES, OFFICERS, DIRECTORS, SUBSIDIARIES, PARENT ENTITIES, ATTORNEYS, PRINCIPALS, TRUSTEES, REPRESENTATIVES, AGENTS, PARTNERS, AFFILIATES, PREDECESSORS, SUCCESSORS, OPERATING PARTNERSHIPS, GENERAL PARTNERS, INSURERS, REINSURERS, AND ASSIGNS FROM ANY AND ALL CLAIMS, SUITS, OBLIGATIONS, COSTS, DAMAGES, LOSSES, CLAIMS FOR SUMS OF MONEY, CONTRACTS, CONTROVERSIES, AGREEMENTS, JUDGMENTS, AND DEMANDS WHATSOEVER, RIGHTS, LIABILITIES, ACTIONS, AND CAUSES OF ACTION OF ANY NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, AT LAW OR IN EQUITY, FIXED OR CONTINGENT, WHICH SUCH RELEASING PARTIES NOW HAVE OR MAY CLAIM TO HAVE IN THE FUTURE (COLLECTIVELY, “CLAIMS”) ARISING OUT OF, BASED UPON, ATTRIBUTABLE TO, OR IN CONNECTION WITH YOUR INTERACTION WITH ANY CUSTOMERS, OTHER USERS, ANY TRANSACTION, ANY TOPIC AND ANY STAK.
YOU HEREBY ACKNOWLEDGE AND AGREE THAT IT IS THE INTENTION OF THE PARTIES THAT THE FOREGOING RELEASE AND DISCHARGE SHALL BE EFFECTIVE AS A BAR TO ALL CLAIMS OF WHATEVER CHARACTER, NATURE, AND KIND, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, HEREINABOVE SPECIFIED TO BE SO BARRED. IN FURTHERANCE OF THIS INTENTION, THE RELEASING PARTIES EXPRESSLY WAIVE ANY AND ALL RIGHTS AND BENEFITS CONFERRED UPON THEM BY THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH STATES AS FOLLOWS:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
4. COMMUNITY GUIDELINES
YI’s YouStak community, like any community, functions best when its people follow a few simple rules. By accessing and/or using the Staks, you hereby agree to comply with these community rules and that:
Please let us know about inappropriate content. If you find something that violates our community guidelines, let us know, and we’ll review it. We reserve the right, in our sole and absolute discretion, to deny you access to a Stak, or any portion of a Stak, without notice, and remove any User Content that does not adhere to these guidelines.
We are under no obligation to accept the registration of any User, and may accept or reject any registration in our sole and complete discretion.
5. COMMUNICATIONS DECENCY ACT NOTICE
The Staks are providers of “interactive computer services” as defined under the Communications Decency Act, 47 U.S.C. Section 230, and as such, our liability for defamation, libel, product disparagement, and other claims arising out of any User Content is limited as described therein. We are not responsible for any User Content or any other information posted to a Stak by third parties. We neither warrant the accuracy of such User Content or exercise any editorial control over such User Content, nor do we assume any legal obligation for editorial control of User Content posted by third parties or liability in connection with such User Content, including any responsibility or liability for investigating or verifying the accuracy of any User Content or any other information contained in such User Content.
6. FEES AND PAYMENT; AUTOMATIC RENEWALS
There is no cost or fee for a User to use a Stak. [However, monthly charges do apply if you sign up for our various subscription plans (“ Subscriptions”) or purchase any advertising or sponsorships.] In such case, you agree that YI may authorize your credit card (or other approved facility) for payment of all fees and charges made under your account.
It is important to note that when you sign up for a Subscription, your Subscription will automatically renew until you cancel it. You may cancel at any time by following the instructions on the Stak to which you are subscribed, and the cancellation will take effect the following month. At the end of each month, we will send you a reminder e-mail about the Subscription’s automatic renewal. Again, if you do not cancel, then your Subscription will automatically renew under the same Subscription.
We may modify the fees at any time by posting such modification on the Stak and e-mailing you, and any such modification shall go into effect thirty (30) days after it is so posted and communicated to you.
As set forth more fully in Section 7 below, you must keep your account details strictly confidential. You are fully responsible for all activities that occur under your account, and you agree to be personally liable for all charges incurred under your account. Your liability for such charges shall continue after termination of this Agreement.
If you have a question about a transaction on your credit card statement, please contact us immediately.
7. SIGN-IN NAME; PASSWORD; UNIQUE IDENTIFIERS
During the registration process, we will ask you to create an account, which includes a sign-in name (“Sign-In Name”), a password (“Password ”), and perhaps certain additional information that will assist in authenticating your identity when you log-in in the future (“Unique Identifiers ”). When creating your account, you must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding Password can be used by only one User. You are solely responsible for the confidentiality and use of your Sign-In Name, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered through a Stak using one or more of them. You will promptly inform us of any need to deactivate a Password or Sign-In Name, or change any Unique Identifier. We reserve the right to delete or change your Password, Sign-In Name, or Unique Identifier at any time and for any reason. YI will not be liable for any loss or damage caused by any unauthorized use of your account.
8. INTELLECTUAL PROPERTY
Each Stak contains material, such as software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of YI (collectively referred to as the “Content”). The Content may be owned by us or by third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.
If you violate any part of this Agreement, your permission to access and/or use the Content and any Stak automatically terminates and you must immediately destroy any copies you have made of the Content.
The trademarks, service marks, and logos of YI (“YI Trademarks”) used and displayed on the Staks are registered and unregistered trademarks or service marks of YI. Other company, product, and service names located on the Staks may be trademarks or service marks owned by others (the “ Third-Party Trademarks,” and, collectively with the YI Trademarks, the “Trademarks”). Nothing on the Staks should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the YI Trademarks inures to our benefit.
Elements of the Staks are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.
9. COMMUNICATIONS TO US; USER SUBMISSIONS; AND PUBLICITY
As noted above, although we encourage you to submit User Content and communicate with us and other Users, we do not want you to, and you should not, submit any ideas, User Content, or other information that contains confidential information. With respect to all communications you send to us concerning YI or our Staks, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including, but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation to you.
You retain all copyrights and other intellectual property rights in and to your User Content. You do, however, grant us a non-exclusive, worldwide, perpetual, fully paid-up, royalty-free license, with the right to grant sublicenses, to use, copy, publicly display, compile, combine with other content, modify (solely to conform such User Content to the technical requirements of a Stak), and publicly perform all User Content you provide to us in any media now known or hereafter devised solely in connection with providing the functionalities of a Stak, and the right, but not the obligation, to reproduce and use any such User Content, including, without limitation, your name, image, likeness, photograph, and Sign-In Name to advertise and promote a Stak and/or YI. Without limiting the foregoing, you acknowledge and agree that uses of your User Content, name, image, likeness, photograph, and Sign-In Name permitted by the foregoing rights and licenses may include the display of such materials adjacent to advertising and other material or content, including for profit.
If you submit User Content to us, each such submission constitutes a representation and warranty to YI that such User Content is your original creation (or that you otherwise have the right to provide the User Content), that you have the rights necessary to grant the license to the User Content under this Section, and that it and its use by YI and its content partners as permitted by this Agreement does not and will not infringe or misappropriate the intellectual property, privacy, publicity, or moral rights of any person or contain any libelous, defamatory, or obscene material or content that violates our community guidelines set forth above.
10. NO WARRANTIES; LIMITATION OF LIABILITY
AS NOTED ABOVE, WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENTS OF ANY STAK, ANY TOPICS, ANY TRANSACTIONS, OR OUR CUSTOMERS OR USERS. WE SHALL NOT BE SUBJECT TO LIABILITY FOR ANY DELAYS OR INTERRUPTIONS OF ANY STAK FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE CONTENT AND THE STAKS AT YOUR OWN RISK.
WE DO NOT WARRANT THAT ANY STAK WILL OPERATE ERROR-FREE OR THAT ANY STAK, ITS SERVERS, OR ITS CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE CONTENT OR ANY STAK RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE RESPONSIBLE FOR THOSE COSTS.
THE CONTENT AND THE STAKS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.
IN NO EVENT SHALL WE BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR ANY LOST PROFITS, LOSS OF GOODWILL, OR SIMILAR DAMAGES RESULTING FROM THE USE OR INABILITY TO USE THE CONTENT OR ANY STAK, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY – OR IN FACT KNEW – OF SUCH DAMAGES. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL OUR LIABILITY TO YOU – OR ANY THIRD PARTY CLAIMING RIGHTS THROUGH YOU – EXCEED THE FEES ACTUALLY PAID TO YI BY YOU IN THE PERIOD THREE (3) MONTHS IMMEDIATELY PRIOR TO THE EVENTS GIVING RISE TO THE CLAIM.
THE STAKS MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR PRICING ERRORS LISTED ON THE STAKS. THE STAKS MAY CONTAIN INFORMATION ON OPPORTUNITIES THAT ARE NOT AVAILABLE IN EVERY LOCATION. A REFERENCE TO AN OPPORTUNITY ON A STAK DOES NOT IMPLY THAT SUCH OPPORTUNITY IS OR WILL BE AVAILABLE WHEN YOU WOULD LIKE TO PURSUE IT. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE STAKS AT ANY TIME WITHOUT NOTICE.
NO MATERIAL AVAILABLE THROUGH THE STAKS SHALL BE USED OR CONSIDERED AS AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY THE PRODUCTS OR SERVICES OF ANY ENTITY. THE STAKS PROVIDE NO ADVICE, AND NO INFORMATION OR MATERIAL AVAILABLE THROUGH THE STAKS IS TO BE RELIED UPON FOR THE PURPOSE OF ENTERING TRANSACTIONS OR MAKING OTHER DECISIONS.
11. EXTERNAL SITES
The Staks may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
12. INDEMNIFICATION
You agree to defend, indemnify, and hold us and our officers, directors, employees, successors, licensees, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement (including, without limitation, breach of any warranties or representations made by you herein) or any of your Transactions, or your access to, use, or misuse of the Content or any Stak. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right, at your expense, to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
13. COMPLIANCE WITH APPLICABLE LAWS
The Staks are based in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access a Stak or any Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
14. TERMINATION OF THE AGREEMENT
We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Staks, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Staks at any time without prior notice or liability.
15. DIGITAL MILLENNIUM COPYRIGHT ACT
YI respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any Content or User submissions deemed to have been posted or distributed in violation of any such laws.
Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:
YouStak, Inc.
Attention: DMCA
505 Howard Street Suite 1000
San Francisco, CA 94105
If you believe that your work has been copied on a Stak in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Stak where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number, and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
16. MISCELLANEOUS
This Agreement is governed by the internal substantive laws of the State of California, without respect to its conflict of laws provisions. You expressly agree: (i) to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the State of California; and (ii) that the Staks shall be deemed a passive service that does not give rise to personal jurisdiction over YI, either specific or general, in jurisdictions other than California.
YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE STAKS OR OTHERWISE ARISING UNDER THIS AGREEMENT MUST BE COMMENCED BY YOU WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision will be deemed restated, in accordance with applicable law, to reflect as nearly as possible the original intentions of the parties, and the remainder of the Agreement will remain in full force and effect.
The following provisions will survive any expiration or termination of this Agreement: “Confidentiality,” “Waiver and Release,” “Communications Decency Act Notice,” “Intellectual Property,” “Communications to Us; User Submissions; and Publicity,” “No Warranties; Limitation of Liability,” “Indemnification,” “Termination of the Agreement,” and “Miscellaneous.”
Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in a signed writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in a signed writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.
Copyright 2017 YouStak, Inc. All rights reserved.
