1. Account Registration

• (a) Accounts. You must register for and maintain an account with us to use the Service. When registering, you must provide accurate and complete information and promptly update this information. If you provide any information that is inaccurate or incomplete, or we have reason to believe that the information is inaccurate or incomplete, we may suspend or terminate your account and your use of the Service. Only authorized users may use your account to use the Service and conduct other activities with us. You are responsible for all activities that occur through your account. To protect your account from unauthorized use, all authorized users must keep their user identification and password secure. Please notify us immediately of any unauthorized use of your account or any other breach of security. If there is unauthorized use by anyone who obtained access to the Service directly or indirectly through you, you will take all steps reasonably necessary to terminate the unauthorized use. You will cooperate and assist with any actions taken by Yelbew to prevent or terminate unauthorized use of the Service.
• (b) Eligibility. You must be at least the age of majority in the jurisdiction in which you live (which in most jurisdictions is either 18 or 19 years of age) to use the Service. By agreeing to this Agreement, you represent and warrant to us that: (a) you are at least the age of majority in the jurisdiction in which you live; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations.
• (c) Corporate Entities. If you are an entity, organization, or company (Corporate Entity), the individual accepting this Agreement on your behalf represents and warrants that they have authority to bind the Corporate Entity to this Agreement and the Corporate Entity agrees to be bound by this Agreement. Failure to do so will constitute a breach of your obligations pursuant to this Agreement. Affiliate means any entity that, directly or indirectly, through one or more intermediaries, you control, by way of majority voting stock ownership or the ability to otherwise direct or cause the direction of the management and policies. If you registered for the Service under a name other than the legal name of a business, we may from time to time require you to verify that all licenses purchased by you are used only by you and your Affiliates and in the operation of a single business.

2. License

• (a) License Grant. Subject to your complete and ongoing compliance with the terms and conditions of this Agreement, Yelbew grants to you a limited, worldwide, non-exclusive, non-transferable, non-sublicensable right during the term of this Agreement to: (a) install and use one object code copy of any mobile application associated with the Service obtained from a legitimate marketplace (whether installed by you or pre-installed on your mobile device by the device manufacturer) on a mobile device that you own or control; and (b) access and use the Service solely in connection with the internal business operations of a single business, in each case solely for use by a number of Managed Technicians that does not exceed the number of paid subscriptions in your account, with no substitution of such users except as expressly permitted. By way of example only, if you have 10 employees in your company, and if you have only paid for 3 Managed Technician licenses, you are granted a limited non-exclusive license to have up to 3 individuals only access the Service as Managed Technicians, without substitution. Use of the Service by any number of individuals above the number of Managed Technician licenses you have purchased as part of your subscription is a violation of your Agreement. Any number of individuals using the Service in excess of the number of Managed Technician licenses you have subscribed to will be subject to immediate additional subscription purchases to the payment method on file, prorated for any partial period. Further, if Yelbew provides you with any API or software outside the Service (Ancillary Software), Yelbew hereby grants you a limited, non-exclusive, non-transferable right to use that Ancillary Software solely in connection with your use of the Service.
• (b) Early Access. If you obtain a subscription to a new feature or add-on to the Service designated by us as Preview, Beta, Early Access or Evaluation Services (Early Access Service), notwithstanding any other terms to the contrary, you may use such Early Access Service only for your internal demonstration, test, or evaluation purposes. NOTWITHSTANDING ANY TERMS TO THE CONTRARY IN THE AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL REPRESENTATIONS, WARRANTIES, CONDITIONS, GUARANTEES AND OTHER KINDS OF PROMISES, EXPRESS OR IMPLIED, FOR EARLY ACCESS SERVICE AND THEY ARE PROVIDED ON AN AS IS BASIS. EARLY ACCESS SERVICE HAVE A NON-PERPETUAL TIME LIMITED SUBSCRIPTION TERM AND WE MAY TIME-OUT AND DISABLE THE EARLY ACCESS SERVICES OR OTHERWISE DISCONTINUE YOUR ACCESS AND USE OF THE EARLY ACCESS SERVICE AT ANY TIME WITHOUT PRIOR NOTICE. You will not attempt to defeat or circumvent any duration mechanism for the Early Access Service and will not use any Early Access Service beyond the prescribed term of early access. Your use of an Early Access Service may be subject to additional terms and conditions that you must agree to when accessing the Early Access Service.

3. Support

If you are current with payment of Service fees, and subject to any other agreement you may have for support for the Service, Yelbew will provide you with its standard technical support services relating to the Service, subject to Yelbew’s published support policies.

4. Fees and Payment

• (a) General Payment Terms. Certain features of the Service may require you to pay fees, including all applicable taxes. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. Unless otherwise agreed, all fees are in U.S. Dollars and are non-refundable. Yelbew reserves the right to change the required method of payment at any time, upon reasonable notice to you. You are responsible for updating your account information should the required payment method change. Subject to Section 5(c) below, if you agreed to purchase a minimum number of managed technician licenses as part of registering for the Services (the Minimum License Level), you must pay for at least that number of licenses during the applicable term. Additional licenses may be purchased at the same pricing during the term, with fees prorated for partial months, and you may make adjustments in the actual number of licenses from time to time, provided that you must always purchase a number of licenses equal to or greater than the Minimum License Level. Monthly billing will be based upon the number of users at the beginning of the period, plus prorated billing for any added users and without reduction for users removed during the period. All fees paid hereunder are non-refundable and non-recoupable. You agree that your purchases under this Agreement are neither contingent on the delivery of any future functionality or features of the Service nor dependent on any oral or written public comments made by us regarding future functionality or features.
• (b) Price. Yelbew reserves the right to determine pricing for the Service. Yelbew will make reasonable efforts to keep pricing information published on the website up to date. We encourage you to check our website periodically for current pricing information. Yelbew may change the fees for any feature of the Service, including additional fees or charges, if Yelbew gives you reasonable advance notice of changes before they apply. Yelbew, at its sole discretion, may make promotional offers with different features and different pricing to any of Yelbew’s customers. These promotional offers, unless made to you, will not apply to your offer or this Agreement.
• (c) Subscription Service. The Service includes automatically recurring payments for periodic charges (Subscription Service). If you activate a Subscription Service, you authorize Yelbew to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. The Subscription Billing Date is the date when you purchase your first subscription to the Service. Your account will be charged automatically on the Subscription Billing Date all applicable fees and taxes for the next subscription period. The subscription will continue unless and until you cancel your subscription or we terminate it. You must cancel your subscription before it renews in order to avoid charging of the next periodic Subscription Fee to your account. You may cancel the Subscription Service by contacting us at: Client@Yelbew.com.
• (d) Delinquent Accounts. Yelbew may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees, interest, charges or expenses (including attorneys’ fees) inlcuding those that are incidental to any chargeback or collection of any the unpaid amount, up to and including collection fees.

5. Term and Termination

• (a) Term. The term of this Agreement commences upon your registration for a Service subscription and remains in effect for the term of your subscription. Subscriptions are annual and will automatically renew for additional successive yearly terms unless terminated as specified in this Section. For the purposes of providing notice of non-renewal as described in this paragraph, notice will be required not less than thirty (30) days prior to renewal. Notice via email to Yelbew at Client@Yelbew.com will be deemed sufficient. Upon termination, your access to the Service and any information stored by the Service will also terminate. Subject to Section 5(b), Yelbew may terminate this Agreement at any time upon thirty (30) days’ prior notice for its convenience, and will refund to you a pro-rata portion of any unused, prepaid fees.
• (b) Termination. We may immediately, without notice, suspend or terminate your access to the Service and terminate this Agreement for any of the following reasons: (a) you breach any provision of this Agreement; (b) you seek to hack the security mechanisms of the Service or we otherwise determine that your use of the Service poses a security risk to us or to another user of the Service; (c) you introduce a malicious program into the network or a virtual machine instance; (d) you cause network interference that affects Service performance for other customers; (e) you use the Service in a way that we determine, in our sole discretion, is abusive or disrupts or threatens the performance or availability of the Service; or (e) we receive notice or we otherwise determine, in our sole discretion, that you may be using the Service for an illegal purpose or in a way that violates the law or violates, infringes, or misappropriates the rights of any third party.
• (c) Early Termination. If you want to terminate this Agreement before the term is over, you will owe a termination fee equal to all the remaining payments. The only exception is that you may terminate with thirty (30) days' written notice if Yelbew materially breaches this Agreement and does not cure the breach within thirty (30) days' of receiving your written notice.
• (d) Effect of Termination. If this Agreement is terminated for any reason: (i) you will pay to Yelbew any fees or other amounts that have accrued prior to the effective date of the termination; (ii) any and all liabilities accrued prior to the effective date of the termination will survive; and (iii) the following sections will survive: Sections 5, 7, 8, 9 and 11 through 30. In addition, if you terminate this Agreement before the term is over, you will owe an additional termination fee equal to all the remaining payments. The only exception is that you may terminate with thirty (30) days' written notice if Yelbew materially breaches this Agreement and does not cure the breach within thirty (30) days' of receiving your written notice. Following termination and upon your request and subject to any specific restrictions applicable to you or your data, Yelbew will make reasonable efforts to export and provide to you in electronic format the information in your account (service fees may apply), but Yelbew is not obligated to retain that information following any termination and makes no representation to the integrity, completeness or timeliness of any data so exported.

6. Access to the Service

Modifications to the Service

We do not provide you with the equipment to access the Service. You are responsible for all fees charged by third parties to access the Service (e.g., Internet access charges). You agree and acknowledge that Yelbew may update and otherwise change the Service from time to time in its sole discretion from time to time during or after your Subscription Service term provided that such modifications do not materially degrade any of the functionality or features of the Service. We reserve the right to modify or discontinue, temporarily or permanently, all or a part of the Service without notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service, except that if we permanently discontinue the Service we will provide you, as your sole and exclusive remedy, and our sole and exclusive liability, a prorated refund representing the unused (as of the date of termination) portion of any subscription fees that you have paid in advance.

7. Restrictions

You must comply with all applicable laws, including privacy laws, when using the Service; for the avoidance of doubt, you will be responsible for notifying parties that telephone calls are being recorded and ensuring that all text messages are sent with the recipients’ valid consent and include prescribed information and an effective unsubscribe mechanism, to the extent required. Except as may be expressly permitted by applicable law or authorized by us in writing, you will not, and will not permit anyone else to:

• a. use the Service for any illegal purpose or in violation of any local, state, national, or international law;
• b. harass, threaten, demean, embarrass, or otherwise harm any other user of the Service;
• c. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;
• d. use the Service in violation of any advertising and marketing laws such as CAN-SPAM, the Telephone Consumer Protection Act, the FTC’s Telemarketing Sales Rule, Canada’s Anti-Spam Legislation (CASL) and the CRTC Unsolicited Telecommunications Rules, including those that relate to (i) permitted calling times; (ii) customers’ consent to be contacted by telephone and/or text messages (including opt in/opt out consent where applicable and do not call lists); (iii) the required content of text messages and requirements for promptly implementing unsubscribe requests; (iv) any registration requirements relating to do not call lists; and (v) any notices that need to be given to potential customers during telephone calls.
• e. import or transfer to the Service any data that is sensitive financial information (including credit card numbers), health information, medical information, pharmaceutical information, information regarding children under 13 years of age, or other sensitive or regulated information (for example, Social Security Numbers);
• f. interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
• g. interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
• h. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying your age or date of birth;
• i. sell or otherwise transfer the access granted under this Agreement or any right or ability to view, access, or use the Service; or
• j. attempt to do any of the acts described in this Section 7 or assist or permit any person in engaging in any of the acts described in this Section 7.

8. Ownership

Except for the rights to access the Service expressly granted to you in this Agreement, we retain all right, title, and interest in and to the Service, including all related intellectual property rights. The Service is protected by applicable intellectual property laws, including United States and Canadian copyright law and international treaties.

9. Feedback

If you provide feedback to us regarding the Service or Yelbew’s website (Feedback), you authorize us to use that Feedback without restriction and without payment to you. Accordingly, you hereby grant to us a non-exclusive, fully-paid, royalty-free, sublicensable, perpetual and irrevocable license to exploit the Feedback in any manner and for any purpose.

10. Information

You may upload information to the Service and link other services to the Service to integrate your data from those other services. In addition, we may collect registration and other information about your use of the Service. You hereby grant us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable license to use, reproduce, modify, transmit, distribute and otherwise exploit all such information: (a) internally in any way subject to Yelbew’s obligation of non-disclosure in Section 11; and (b) internally or externally in any way in aggregate or anonymous format or otherwise in conformity with our Privacy Policy. You may only post text, photographs, videos, or other audiovisual or informational content (collectively, Content) to the Service if you own the rights to that Content, or if another rights holder has given you permission. You agree that Yelbew may use your name, logo and marks to identify you as a Yelbew customer on Yelbew’s website and other marketing materials.

11. Confidentiality

• (a) Definition of Confidential Information. Confidential Information means all information disclosed by a party (Disclosing Party) to the other party (Receiving Party), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes non-public information or material you upload to the Service; Confidential Information of Yelbew includes the Services and Content, and the terms and conditions of all Customer Success Agreements and Order Forms (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
• (b) Non-Use and Non-Disclosure of Confidential Information. Except as set forth in this Agreement or the Privacy Policy, Recipient will not use any Confidential Information for any purpose except to receive or provide the Service. Subject to Yelbew’s rights under Sections 10, 16, and 17, Yelbew will not disclose your Confidential Information to any third party, without your consent. This includes information about the pricing of the products and services that you might sell and promote through the Service. Yelbew may, however, disclose your Confidential Information if required by law or if Yelbew reasonably determines that disclosure is necessary to prevent harm to Yelbew or any third party. Your consent to disclosure shall be deemed given in the event that you access Yelbew or your Yelbew data through a third party application, solely with respect to disclosure in connection with your use of such third party application. If Yelbew is required by law to disclose any of that information or material, Yelbew will make reasonable efforts to provide you prompt written notice of that requirement prior to disclosure. Further, if you register for the Service through a referral or other promotional partner or through an industry or trade group with whom we have a commercial relationship, we may disclose information about your account to that referral partner or industry group in connection with that commercial relationship. For the avoidance of doubt, except to the extent required for compliance with applicable law, Yelbew will not directly contact your customers or make personally identifying or contact data regarding your customers available to any third party without your consent. Such consent will be deemed given, however, in the event that you access Yelbew or your Yelbew data through a third party application, solely with respect to disclosure in connection with your use of such third party application.
• (c) Protection of Confidential Information. Recipient shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of Discloser. Without limiting the foregoing, Recipient shall take at least those measures that it employs to protect its own confidential information of a similar nature (but in no event less than a commercially reasonable standard of care) and shall ensure that its Representatives who have access to Confidential Information of Discloser have signed a nonuse and nondisclosure agreement in content at least as protective of Discloser’s Confidential Information as the provisions of this Agreement, prior to any disclosure of Confidential Information to such Recipients. The Recipient shall reproduce Discloser’s proprietary rights notices on any copies made by the Recipient in the same manner in which such notices were set forth in or on the original Confidential Information.

12. Warranties; Disclaimer

Yelbew warrants that the Service will, during the term of your subscription, materially conform to any description of the Service published by Yelbew. As Yelbew’s sole and exclusive liability for breach of this limited warranty, and your sole and exclusive remedy, Yelbew will make reasonable efforts to correct the non-conformity.

You represent and warrant that: (a) you will not upload or request that Yelbew import any information (including personal information) to the Service unless you have all consents, permissions and licenses necessary to do so and to authorize Yelbew’s collection, use, disclosure and retention of that information in accordance with this Agreement; and (b) your use of the Service will not subject Yelbew to any liability or cause Yelbew to violate any law, rule, or regulation or guideline.

THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED AS IS AND ON AN AS AVAILABLE BASIS. YELBEW DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS, GUARANTEES AND PROMISES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED REPRESENTATION, WARRANTY, CONDITION, GUARANTEE OR PROMISE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY REPRESENTATION, WARRANTY, CONDITION, GUARANTEE OR PROMISE ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. YELBEW DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND YELBEW DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR YELBEW ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY REPRESENTATION, WARRANTY, CONDITION, GUARANTEE OR PROMISE REGARDING ANY OF THE YELBEW ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Yelbew does not disclaim any warranty or other right that Yelbew is prohibited from disclaiming under applicable law.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE YELBEW ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE OR ARISING OUT OF OR WITH RESPECT TO ANY PRODUCTS OR SERVICES (INCLUDING PROFESSIONAL SERVICES) PROVIDED BY YELBEW, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE OR WILFUL MISCONDUCT), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY YELBEW ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE YELBEW ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THIS AGREEMENT, WHETHER IN CONTRACT, (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE OR WILFUL MISCONDUCT), STATUTE, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO YELBEW FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) $100.

EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THIS AGREEMENT. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 13 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14. Indemnity

To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Yelbew and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the Yelbew Entities) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of this Agreement, any representation, warranty, or agreement referenced in this Agreement, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right, in connection with your use of the Service or any data, materials or information you provide to the Service; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

15. Force Majeure

Yelbew will not be liable to you for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to circumstances beyond Yelbew’s reasonable control.

16. Assignability

You may not assign this Agreement or any right, duty, or obligation under this Agreement, without Yelbew’s prior written consent, including, for the avoidance of doubt, to any acquirer of your business. If consent is given, this Agreement will bind your successors and assigns. Any attempt by you to transfer any right, duty, or obligation under this Agreement except as expressly provided in this Agreement is void. Yelbew may assign this Agreement or any right, duty, or obligation under this Agreement, at any time without your consent.

17. Subcontractors

Yelbew may utilize one or more subcontractors or other third parties to perform its duties under this Agreement so long as Yelbew remains responsible for all of its obligations under this Agreement.

18. Notices

Except as otherwise expressly set forth in this Agreement, any notice required or permitted to be given in accordance with this Agreement will be effective if it is in writing and sent by certified or registered mail, or insured courier, return receipt requested, to the appropriate party at the address set forth below for Yelbew, and at the address set forth in your account for you, and with the appropriate postage affixed. Either party may change its address for receipt of notice by notice to the other party in accordance with this Section. Notices are deemed given two business days following the date of mailing or one business day following delivery to a courier.

19. Dispute Resolution

(g) No Class Actions. YOU AND Yelbew AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Yelbew agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

20. Governing Law

This Agreement is governed by the laws of the State of New Jersey without regard to conflict of law principles. Subject to section 19, you and Yelbew hereby irrevocably and unconditionally submit and attorn to the personal and exclusive jurisdiction of the state courts and federal courts located within Mercer County, New Jersey for resolution of any lawsuit or court proceeding permitted under this Agreement. We operate the Service from our offices in New Jersey, and offer the Service in the United States and Canada. We make no representation that the Service is appropriate or available for use in other locations.

21. Waiver

The waiver by either party of any breach of any provision of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with this Agreement will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement.

22. Severability

If any part of this Agreement is found by a court of competent jurisdiction to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. If any material limitation or restriction on the use of the Service under this Agreement is found to be illegal, unenforceable, or invalid, your right to use the Service will immediately terminate.

23. Privacy Policy

The Service collects information that you specifically and knowingly provide, and uses technological measures to collect information about your use of the Service. By using the Service, you consent to the collection, use, disclosure and retention of your personal information by or on behalf of Yelbew as explained in the Yelbew Privacy Policy (www.Yelbew.com/privacy-policy), as revised from time to time, and as otherwise permitted by applicable law.

24. Additional Terms

Your use of the Service is subject to all additional terms, policies, rules, product documentation, published materials or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the Additional Terms). All Additional Terms are incorporated by this reference into, and made a part of, this Agreement.

25. Consent to Electronic

Communications

• (a) By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
• (b) By entering into this Agreement, you agree to receive calls and text messages from Yelbew and persons acting on our behalf to the telephone number you provided to us. You understand and agree that these calls and text messages may be made using an autodialer, artificial or prerecorded voice, or other automated technology. These communications may include operational communications concerning your account, communications regarding the Service and marketing communications. Standard text messaging rates will apply. Your agreement to receive promotional calls and texts is not a condition of any purchase or of use of the Service.
• (c) We and our affiliates and third party service providers may also communicate with you by email and push notifications in our mobile application.
• (d) IF YOU WISH TO OPT OUT OF COMMERCIAL EMAILS FROM YELBEW , YOU CAN UNSUBSCRIBE BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE EMAIL ITSELF. IF YOU WISH TO OPT OUT OF PROMOTIONAL TEXTS, REPLY STOP TO A PROMOTIONAL TEXT OR SEND AN EMAIL TO Client@Yelbew.com WITH THE PHONE NUMBER AND YOUR REQUEST. TO OPT OUT OF PROMOTIONAL CALLS, PLEASE MAKE A DO NOT CALL REQUEST DURING ANY CALL YOU RECEIVE, OR CALL US AT (609) 379-5751.

26. International Use

The Service is intended for visitors located within the United States and Canada. We make no representation that the Service is appropriate or available for use outside of the United States and Canada. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.

27. Google Gmail

Google Gmail presented to you through the Service are powered by Google. Your use of Google Maps is subject to the Google Maps Terms of Service, available online at https://policies.google.com/terms, and https://policies.google.com/privacy, and by using the Service, you are agreeing to be bound by such terms.

28. Notice Regarding Apple

This Section only applies to the extent you are using our mobile application on an iOS device. You acknowledge that this Agreement are between you and Yelbew only, not with Apple Inc. (Apple), and Apple is not responsible for the Service or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Service fails to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including: (a) product liability claims; (b) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Service and/or your possession and use of the Service infringe a third party’s intellectual property rights. You agree to comply with any applicable third party terms when using the Service. Apple and Apple’s subsidiaries are third party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary of this Agreement. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

29. Entire Agreement

This Agreement, along with any Additional Terms, is the final and complete expression of the agreement between these parties regarding your use of the Service. This Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters, all of which are merged into this Agreement. No employee, agent, or other representative of Yelbew has any authority to bind Yelbew with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in this Agreement. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of this Agreement. Yelbew will not be bound by, and specifically objects to, any term, condition, or other provision that is different from or in addition to this Agreement (whether or not it would materially alter this Agreement) that is proffered by Subscriber in any receipt, acceptance, confirmation, correspondence, or otherwise, unless Yelbew specifically agrees to such provision in writing and signed by an authorized agent of Yelbew.

30. Functionality

• (a) If you register to use Yelbew’s Voice services (Yelbew Voice), your use of Yelbew’s Voice service is subject to these additional terms and conditions.
• (b) Voice Upgrades and Downgrades. You may upgrade or downgrade your license to Yelbew Voice at any time during the month. For license upgrades, you will be charged the prorated difference between the Standard and Advanced license fees. For license downgrades, you will be charged the Advanced license rate for the remainder of the current billing cycle and the downgraded fees will apply at the beginning of the next billing cycle.
• (c) Powered by Twilio. Yelbew Voice is powered by TwilioInc.'s VoIP calling technology. You agree that, in accordance with our Privacy Policy, we may share your business and personal information with Dialpad in order to provide and support Yelbew Voice.
• (d) Charges are set by Yelbew Voice. Our charges for Yelbew Voice may also include Federal Universal Service, Regulatory and Administrative Charges, and we may also include other charges related to our government costs. Yelbew sets these charges; they may not consist of taxes or be required by law (or otherwise related to anything the government does). They are kept by Yelbew in whole or in part, and the amounts and what they pay for may be changed by Yelbew at any time.
• (e) Whether or not you use Yelbew Voice, Voice numbers you port into Yelbew are handled in accordance to the Federal Communications Commission (FCC) local number portability (LNP) rules. Yelbew and ports local and toll-free numbers for Customers to use for call tracking and recording purposes in the Service. Any number that a Customer ports to Yelbew or obtains through Yelbew, will be owned by that Customer as owner of record. Yelbew will not attempt to hold or restrict the transfer any such number or prevent an authorized port. All numbers that Customers port into Yelbew are eligible to be ported out at any time and such Customers remain the owner of record for those numbers while they are hosted through Yelbew. Yelbew does not impose any port in or port out fees.

31. Quote2Cash.app

Payments

• (a) Your use of Quote2Cash.app Payments (Payments) is subject to the following additional terms and conditions.
• (b) PCI DSS Compliance. In the course of using Payments, Customer will have access to and may collect, access, use, store, process, dispose of, or disclose credit, debit, or other payment cardholder information. Customer agrees and acknowledges that Customer shall at all times remain in compliance with Payment Card Industry Data Security Standard ("PCI DSS") requirements, including remaining aware at all times of changes to the PCI DSS and promptly implementing all procedures and practices as may be necessary to remain in compliance with the PCI DSS, in each case, at Customer's sole cost and expense. Yelbew is not responsible for the security of cardholder data as we do not possess or otherwise store, process, or transmit on behalf of the Customer. When you use Payment you are agreeing to terms use by our third party payments partner Stripe to the extent that Stripe could impact the security of Customer’s cardholder data environment.
• (c) Indemnification. To the fullest extent permitted by law, you are responsible for your use of Payments, and you will defend and indemnify the Yelbew Entities from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with your use of Payments, including, for the avoidance of doubt, any expenses for chargebacks, fines or fees for which Yelbew becomes liable for or otherwise incurs.
• (d) Personal Guarantees. At any time or from time to time, Yelbew may require that a Customer provide a personal guarantee from a suitable person in order to begin or continue using Quote2Cash.app Payments. Yelbew may at anytime and without notice suspect Customer’s use or access to Quote2Cash.app Payments pending the delivery of such a guarantee and, if Customer refuses to provide or otherwise cannot provide such a guarantee within five (5) business days, Yelbew shall be entitled to suspend or terminated Customer’’s access to Quote2Cash.app Payments as it deems fit without penalty or liability.