Updated on January 22, 2017

 

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY!

 

            1.         ACCEPTANCE OF TERMS

1.1        The following sets forth the terms and conditions of the Blue Yellow Membership Agreement (this "Agreement") between you (“Member”) and Blue Yellow Enterprises ("Blue Yellow ") under which Blue Yellow offers you access to the Service through its web sites. Use of the Service indicates that you accept the terms and conditions set forth below and in the Terms of Service. If you do not accept all of the terms and conditions, please do not use the Service. BY COMPLETING THE REGISTRATION PROCESS AND / OR USING THE PLATFORM (BLUE YELLOW WEBSITE), YOU ARE INDICATING YOUR CONSENT TO BE BOUND BY THIS AGREEMENT WHICH ARE INCORPORATED HEREIN BY REFERENCE (COLLECTIVELY REFERRED TO AS THE "TERMS OF USE"). The Blue Yellow Membership Agreement will not take effect unless and until you have activated your Account. Terms not defined in this Agreement shall bear the same meaning as that contained in the Terms of Use. 

1.2       Blue Yellow may amend this Agreement at any time by posting the amended and restated Agreement on the Site. The amended and restated Agreement shall be effective immediately upon posting. Posting by Blue Yellow of the amended and restated Agreement and your continued use of the Service shall be deemed to be acceptance of the amended terms.

 

2.        THE SERVICE

2.1      The Service will be for an unspecified time period unless terminated in accordance with the terms of this Agreement or otherwise specified.

2.2       The Service will have the following core features (which may be added to or modified, or suspended for scheduled or unscheduled maintenance purposes, from time to time at the sole discretion of Blue Yellow), which are based on the types of members (“Member Type”). There are three Member Types which have different rights:

Sellers:

Allows this Member Type to advertise project using the platform Blue Yellow, engage with sell side advisers featured on the platform etc.

Buyers:

Allows this Member Type to browse projects using the platform Blue Yellow, contact sellers, participate in auctions / purchase the project directly in case it applies, contact service providers and purchase their services etc.

Service providers:

Allows this Member Type to browse projects using the platform Blue Yellow, engage with sellers in order to prepare supporting materials for the project. This Member Type is also allowed to pitch their services on the site of the project, sell side advisors of the Sellers etc.

 2.3      Blue Yellow may suspend or terminate all or part of the above Membership Benefits at any time in its sole discretion. Blue Yellow reserves the right to charge for the Service or any feature or functionality of the Service at any time in its sole discretion.

2.4       Benefits, features and functions available to a Member may vary for different countries and regions.  No warranty or representation is given that a particular feature or function or the same type and extent of features and functions will be available.

2.5      The availability of any transactional features and functions on the Site to any Member may be conditional on verification of Member’s identity and/or its approved independent third parties.

2.6       Blue Yellow shall issue a Member ID and Password (the latter shall be chosen by the Member during registration) to each Member to access the Service through such Member's Account. Each Member shall be solely responsible for maintaining the confidentiality of its Member ID and Password and for all activities that occur under the Member ID and Password. A set of Member ID and Password is unique to a single Account and no Member shall share, assign or permit the use of its Account, Member ID or Password to another person outside of the Member's business entity. Each Member acknowledges that sharing of its Account with other persons, or allowing multiple users outside of its business entity to use its Account (collectively, "multiple use"), may cause irreparable harm to Blue Yellow and each Member shall indemnify Blue Yellow against any loss or damages (including but not limited to loss of profits) suffered by Blue Yellow as a result of such multiple use of an Account. Each Member hereby undertakes to notify Blue Yellow immediately of any unauthorized use of its Account, Member ID or Password or any other breach of security. Each Member hereby agrees that Blue Yellow shall not be liable for any loss or damages arising from the Member's failure to comply with this paragraph. 

2.7       Blue Yellow reserves the right to change, upgrade, modify, limit or suspend the Service or any of its related functionalities or applications at any time temporarily or permanently without prior notice. Blue Yellow further reserves the right to introduce new features, functionalities, applications or conditions to the Service or to future versions of the Service. All new features, functionalities, applications, conditions, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise stated by Blue Yellow.

2.8       Each Member acknowledges that inability to use the Service wholly or partially for whatever reason may have adverse effects on its business. Each Member hereby agrees that in no event shall Blue Yellow be liable to the Member or any third parties for any inability to use the Service (whether due to disruption, changes to or termination of the Service or otherwise), any delays, inaccuracies, errors or omissions with respect to any communications or transmission or delivery of all or any part thereof, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to use the Service.

 

3.        MEMBER RESPONSIBILITIES

3.1       Each Member hereby represents, warrants and agrees to (a) provide true, accurate, current and complete information about itself and its business references as may be required by Blue Yellow and (b) maintain and promptly amend all information to keep it true, accurate, current and complete. Each Member hereby grants an irrevocable, perpetual, worldwide and royalty-free, sub-licensable (through multiple tiers) license to Blue Yellow to display and use all information provided by such Member in accordance with the purposes set forth in this Agreement and to exercise the copyright, publicity, and database rights you have in such material or information, in any media now known or not currently known. 

3.2       Each Member hereby represents, warrants and agrees that the use by such Member of the Service and the Site shall not:

a)   contain fraudulent information or make fraudulent offers of items or involve the sale or attempted sale of counterfeit or stolen items or items whose sales and/or marketing is prohibited by applicable law, or otherwise promote other illegal activities;

b)   be part of a scheme to defraud other Members or other users of the Site or for any other unlawful purpose;

c)   infringe or otherwise abet or encourage the infringement or violation of any third party's copyright, patent, trademarks, trade secret or other proprietary right or rights of publicity and privacy or other legitimate rights;

d)   impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;

e)   violate any applicable law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);

f)    contain information that is defamatory, libelous, unlawfully threatening or unlawfully harassing;

g)   contain information that is obscene or contain or infer any pornography or sex-related merchandising or any other content or otherwise promotes sexually explicit materials or is otherwise harmful to minors;

h)   promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

i)    contain any material that constitutes unauthorized advertising or harassment (including but not limited to spamming), invades anyone's privacy or encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any law or regulation;

j)    involve attempts to copy, reproduce, exploit or expropriate Blue Yellow’s various proprietary directories, databases and listings;

k)   involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information; and

l)    involve any scheme to undermine the integrity of the computer systems or networks used by Blue Yellow and/or any user of the Service and no Member shall attempt to gain unauthorized access to such computer systems or networks;

m)  link directly or indirectly to or include descriptions of goods or services or other materials that violate any law or regulation or are prohibited under this Agreement or the Terms of Use; or

n)   otherwise create any liability for Blue Yellow or its affiliates.

3.3       Each Member represents, warrants and agrees that with regards to information about or posted on behalf of any business referee, it has obtained all necessary consents, approvals and waivers from its business partners and associates to (a) act as such Member's business referee; (b) to post and publish their contact details and information, reference letters and comments on their behalf; and (c) that third parties may contact such business referees to support claims or statements made about the Member. Each Member further warrants that all reference letters and comments are true and accurate and hereby waives all requirements for such Member's consent to be obtained before third parties may contact the business referees. 

3.4       Member shall not take any action which may undermine the integrity of Blue Yellow’s feedback system, such as leaving positive feedback for himself using secondary Member IDs or through third parties or by leaving unsubstantiated negative feedback for another Member.

3.5       Each Member acknowledges and agrees that Blue Yellow shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any message or other material or information created, obtained or accessible through the Service. Blue Yellow does not endorse, verify or otherwise certify the contents of any comments or other material or information made by any Member. Each Member is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information. 

3.6       Each Member represents, warrants and agrees that it has obtained all necessary third party licenses and permissions and shall be solely responsible for ensuring that any material or information it posts on the Site or provides to Blue Yellow or authorizes Blue Yellow to display does not violate the copyright, patent, trademark, trade secrets or any other personal or proprietary rights of any third party or is posted with the permission of the owner(s) of such rights. Each Member further represents, warrants and agrees that it has the right and authority to sell, distribute or offer to sell or distribute the products described in the material or information it posts on the Site or provides to Blue Yellow or authorizes Blue Yellow to display.

3.7       If any Member breaches the representations, warranties and covenants of paragraphs 3.1, 3.2, 3.3, 3.4, 3.5 or 3.6 above, or if Blue Yellow has reasonable grounds to believe that such Member is in breach of such representations, warranties and covenants, or if upon complaint or claim from any other Member or third party, Blue Yellow has reasonable grounds to believe that such Member has willfully or materially failed to perform its contract with such third party including without limitation where the Member has failed to deliver any items ordered by such third party after receipt of the purchase price, or where the Member has delivered the items that materially fail to meet the terms and descriptions outlined in its contract with such third party, or if Blue Yellow has reasonable grounds to believe that such Member has used a stolen credit card or other false or misleading information in any online transaction, Blue Yellow has the right to suspend or terminate the Service and all Free Member Benefits with respect to such Member without any compensation, and restrict or refuse any and all current or future use of the Service or any other services that may be provided by Blue Yellow. Further, Blue Yellow reserves the right in its sole discretion to place restrictions on the number of product listings that a Member can post on the Site for such duration as Blue Yellow may consider appropriate, and to remove any material it reasonably believes that is unlawful, could subject Blue Yellow to liability, violates this Agreement or is otherwise found inappropriate in Blue Yellow’s opinion. Blue Yellow reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, Blue Yellow may disclose the Member's identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action, and Blue Yellow shall not be liable for damages or results thereof and Member agrees not to bring any action or claim against Blue Yellow for such disclosure. In connection with any of the foregoing, Blue Yellow may suspend or terminate the Account of any Member as Blue Yellow deems appropriate in its sole discretion.

3.8       Each Member agrees to indemnify Blue Yellow, its employees, agents and representatives and to hold them harmless, from any and all losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from its submissions, posting of materials or deletion thereof, from such Member's use of the Service or from such Member's breach of this Agreement. Each Member further agrees that Blue Yellow is not responsible, and shall have no liability to it or anyone else for any material posted by such Member or third parties, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with each Member. Blue Yellow reserves the right; at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Member, in which event the Member shall cooperate with Blue Yellow in asserting any available defenses.

 

4.        LIMITATION OF LIABILITY

4.1       TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND Blue Yellow HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED. 

4.2       TO THE MAXIMUM EXTENT PERMITTED BY LAW, Blue Yellow MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE SITE. 

4.3       Any material downloaded or otherwise obtained through the use of the Service is done at each Member's sole discretion and risk and each Member is solely responsible for any damage to its computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by any Member from Blue Yellow or through or from the Service shall create any warranty not expressly stated in this Agreement. 

4.4       The Site may make available to User services or products provided by independent third parties.   No warranty or representation is made with regard to such services or products.   In no event shall Blue Yellow and its affiliates be held liable for any such services or products.

4.5       Under no circumstances shall Blue Yellow be held liable for an delay or failure or disruption of the Service resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, Acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.

4.6       Blue Yellow shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort or otherwise or any other damages resulting from any of the following:

a)   the use or the inability to use the Service;

b)   any defect in goods, samples, data, information or services purchased or obtained from a Member or a third-party service provider through the Site;

c)   unauthorized access by third parties to data or private information of any Member;

d)   statements or conduct of any user of the Site; or

e)   any other matter relating to the Service however arising, including negligence.

4.7       Notwithstanding any of the foregoing provisions, the aggregate liability of Blue Yellow, its employees, agents, affiliates, representatives or anyone acting on its behalf with respect to each Member for all claims arising from the use of the Service or the Site shall be limited to USD 1. The preceding sentence shall not preclude the requirement by the Member to prove actual damages. All claims arising from the use of the Service must be filed within either one (1) year from the date the cause of action arose or such longer period as prescribed under any applicable law governing this Agreement.

 

5.        INTELLECTUAL PROPERTY RIGHTS

5.1       Blue Yellow is the sole owner or lawful licensee of all the rights to the Service. The Service embodies trade secrets and intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Service shall remain with Blue Yellow or its affiliates. All rights not otherwise claimed under this Agreement or by Blue Yellow are hereby reserved.

 

6. GENERAL 

6.1       This Agreement constitute the entire agreement between the Member and Blue Yellow with respect to and governs the use of the Service, superseding any prior written or oral agreements in relation to the same subject matter herein. 

6.2       Blue Yellow and the Member are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

6.3     If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. 

6.4       Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

6.5       Blue Yellow’s failure to enforce any right or failure to act with respect to any breach by a Member under this Agreement will not waive that right nor waive Blue Yellow’s right to act with respect with subsequent or similar breaches.

6.6       Blue Yellow shall have the right to assign this Agreement (including all of its rights, titles, benefits, interests, and obligations and duties in this Agreement) to any person or entity (including any affiliates of Blue Yellow). The Member may not assign, in whole or part, this Agreement to any person or entity.

6.7       If there is any conflict between the English version and another language version of this Agreement, the English version shall prevail.