Youtaa - Website

Welcome to Youtaa's premium membership area.

All terms not specifically defined in this Premium Membership Agreement shall have the meanings set out in the User Agreement.
"Applicant" means a User who applies to become a Premium Member in accordance with clauses 3, 5, 6.
"Authentication" means confirmation by Youtaa of the existence of the Applicant under its business name and its business address (and such other information as deemed appropriate by Youtaa), and "authenticate" and "authenticated" must be construed accordingly.
"Premium Member" means a User who has successfully applied to become a Premium Member in accordance with clauses 3, 5, 6.
"Premium Service" means the service provided to Premium Members as defined in clause 4.
"Verification" means confirmation by Youtaa that the contact person indicated by the Applicant in the Premium Membership Application Form is employed by, associated with or is otherwise a duly authorized representative of such Applicant, and "verify" and "verified" must be construed accordingly.
To the extent that the terms of this Premium Membership Agreement conflict with the terms of any of All Agreements, the terms of this Premium Membership Agreement shall prevail to the extent necessary to resolve that conflict.

This Premium Membership Agreement is entered between the User and Youtaa. This Premium Membership Agreement describes the terms on which Users may become Premium Members and use the Premium Service on Youtaa.com. Users must read this Premium Membership Agreement carefully before using Youtaa.com.
By using Youtaa.com, Users understand and agree to comply with and be bound at all times by the terms of this Premium Membership Agreement. If Users do not agree to such terms, they must not use Youtaa.com.
This Agreement is effective on 30 August 2010 for current Users and on accessing Youtaa.com for new Users.

3.1 Application Process
- To become a Premium Member and use the Premium Service, Users must complete Youtaa's application process and provide true, accurate, current and complete information as prompted by the Premium Membership Application Form. Youtaa reserves the right to refuse your application and deny the issuance of a premium Member Account and associated identification code and password.
3.2 Authentication and Verification
- Applicants agree that they shall be subject to Youtaa's Authentication and Verification procedures.
3.3 Amendments
- Any amendments to information of Premium Members shall be subject to new Authentication and/or Verification procedures at their expense.

4.1 The Premium Service is offered on a subscription basis for a specified time period as set out in clause 5 and contains the following benefits/ features:
- * Products - Premium Members can post unlimited requests to sell or buy Products
- * Website - Premium Members can display detailed information about their business and Products in their profile
- * Directory - Premium Members' profiles are contained in a directory that Users can search
- * Advertising - Premium Members have access to advanced advertising tools
- * Visibility - Premium Members have priority in search directories
- * Premium Member Logo - Premium Members can display the Premium Member logo
4.2 Amendments and restrictions
- Youtaa reserves the right at any time with prior notice and in its absolute discretion to:
  - - amend or cease to provide the Premium Service, features or functions of Youtaa.com; and/or
  - - restrict access to parts of or the entire Youtaa.com,
- to certain or all Premium Members.
4.3 Subject to clause 6.7, Youtaa agrees that the Premium Service shall not be terminated or removed during a Premium Member's valid subscription period unless otherwise agreed with that Premium Member, except that:
- (a) Youtaa may make amendments to the Premium Service which Youtaa believes in good faith furthers the purposes of the Service; and
- (b) Youtaa has the right to terminate, remove or reduce the Premium Service with respect to any Member who in Youtaa's sole determination has violated applicable laws or the provisions of any of All Agreements, including this Premium Member Agreement.
4.4 Except as provided in clause 4.7, all payments made are non-refundable. Youtaa reserves the right to modify the Premium Membership subscription rates and payment terms for any subsequent renewals upon prior written notice to each Premium Member.
4.5 The Premium Service is offered only to Business Entities which are capable of having a business name and business address that may be Authenticated and Verified by Youtaa.
4.6 Each Premium Member shall be given a premium Member Account upon receipt of payment by Youtaa and successful Authentication and Verification by Youtaa. Activation of the premium Member Account shall be notified to Premium Members via email to such email address provided by Premium Members upon application to the Premium Service.
4.7 The Premium Service shall not be available to Applicants who have failed the Authentication and Verification process, notwithstanding that the Applicant may have paid for the Premium Service. In the event that Authentication and/or Verification by Youtaa is unsuccessful, the Applicant will receive an email notification from Youtaa and Youtaa will refund the subscription fees in accordance with Youtaa's established practices, provided however that Youtaa shall have the right to deduct 50 per cent of the subscription fees received by Youtaa to cover the costs of carrying out the Authentication and Verification process.
4.8 Youtaa will issue an identification code and password to each Premium Member, which shall be chosen by the Premium Member during registration, to use the Premium Service through such Premium Member's Account. A set of identification code and password is unique to a single Account and Premium Members must not share, assign or permit the use of its Account, identification code or password to another person outside of the Premium Member's business entity.
4.9 Youtaa reserves the right to introduce new features, functionalities or applications to the Premium Service or to future versions of the Premium Service. All new features, functionalities, applications, modifications, upgrades and alterations shall be governed by this Premium Membership Agreement, unless otherwise stated by Youtaa.
4.10 Premium Members acknowledge and agree that inability to use the Premium Service wholly or partially for whatever reason may have adverse effects on their business.

5.1 Premium Members shall subscribe for the Premium Service for a minimum term of 1 year from the activation date of the Account and may be renewed by Premium Members for a subsequent minimum term of 1 year, unless terminated by Youtaa in accordance with terms of this Premium Membership Agreement.
5.2 The subscription rates for the Premium Service are exclusive of any taxes, duties or other governmental, banking or transactional and handling charges or levies that Premium Members shall continue to be liable for as and when the same is imposed or incurred. In the event that Youtaa does not receive full payment of subscription fees within 30 days of automatic renewal of subscription for the Premium Service, such Premium Member's subscription shall be deactivated immediately without further notification from Youtaa.
5.3 Upon renewal of each subscription period, an Authentication and Verification process shall be carried out by Youtaa. If the Authentication and Verification process is unsuccessful for any reason, the process set forth in paragraph 4.6 shall apply.
5.4 During the subscription period, if the Premium Member wishes to amend any information that had previously been Authenticated and/or Verified, the Premium Member shall notify Youtaa of its intention to amend such information by sending an email to premium@youtaa.com. After receipt of such Member's notification, Youtaa shall notify the Premium Member of the charges that would be imposed for Authentication and/or Verification of the changed information and the Premium Member shall be solely responsible for all such charges and shall make payment in accordance with the procedure set out in clause 6.1. If the Premium Member fails to make payment and the amended information is not Authenticated and/or Verified, Youtaa may in its sole discretion suspend or revoke the Premium Service with respect to such Member.

6.1 In consideration of Youtaa's agreement to process the application and, subject to Authentication and Verification process, to provide the Premium Service, each Applicant agrees to pay Youtaa a subscription fee. The rates for fees chargeable under the Premium Service shall be published on Youtaa.com. All fees shall be payable in advance to Youtaa by third-party payment system through PayPal, or such other method acceptable to Youtaa, in Euros, US Dollars or its equivalent in such other currency as permitted by Youtaa. Except as provided in clause 4.6, all payments made are non-refundable.
6.2 All published fees are exclusive of any taxes, duties or other governmental, banking or transactional and handling charges or levies.
6.3 Youtaa reserves the right in its sole discretion to modify its pricing structure, discounts and payment conditions from time to time.
6.4 Each Applicant acknowledges that it is a criminal offense under applicable law to make unauthorized use of credit card or bank account information by anyone who is not the lawful owner of such credit card account or bank account.

Premium Members acknowledge and agree that sharing of its Account with other persons, or allowing multiple users outside of its business entity to use its Account may cause irreparable harm to Youtaa and Premium Members must indemnify Youtaa against any loss or damages, including loss of profits suffered by Youtaa as a result of such multiple use of an Account.
Any Applicant who commits an unauthorized use of credit card or bank accounts contrary to clause 6.4 shall indemnify and save Youtaa, its employees, agents and representatives harmless, from any and all losses, claims, liabilities, including legal costs on a full indemnity basis, which may arise from such unauthorized use.

Premium Members agree that in no event shall Youtaa be liable to Premium Members or third parties for any inability to use the Premium Service (whether due to disruption, changes to or termination of the Premium 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 Premium Service.
Premium Members agree that any claim against Youtaa for pre-mature termination of the Premium Service shall be limited to the amount of subscription fees paid by the Premium Member that are allocated on a pro-rata basis to the unused portion of the subscription period.
Youtaa shall not be liable for the provision of any Premium Service which has been paid for via unauthorized use of credit card or bank accounts contrary to clause 6.4.

9.1 A waiver of any term, provision or condition of, or consent granted under this Premium Membership Agreement shall be effective only if given in writing and signed by the waiving or consenting party and then only in the instance and for the purpose for which it is given.
9.2 No failure or delay on the part of any party in exercising any right, power or privilege under this Premium Membership Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
9.3 No breach of any provision of this Premium Membership Agreement shall be waived or discharged except with the express written consent of the parties.
The rights and remedies herein provided are cumulative with and not exclusive of any rights or remedies provided by law.

10.1 Right to vary
- Youtaa reserves the right at any time, without prior notice and in its absolute discretion to withdraw or amend the Premium Service or the Youtaa Content, including the terms of this Premium Membership Agreement by posting amended and restated versions on Youtaa.com.
10.2 Effective date
- Amended and restated versions will be effective immediately upon posting. Users' continued use of Youtaa.com is deemed to be acceptance of the amended terms of this Premium Membership Agreement.

11.1 Youtaa has the right to assign, transfer, charge, notate or declare a trust of the benefit of all or any of any other party's obligations or any benefit arising under this Premium Membership Agreement.
11.2 Users must not without the prior written consent of Youtaa sell, assign, transfer, charge, notate or declare a trust of the benefit of, charge, or declare a trust of the benefit of:
- (a) their account, identification code or password; and/ or
- (b) all or any of any other party's obligations or any benefit arising under this Premium Membership Agreement.

If any provision of this Premium Membership Agreement shall be held to be void or declared illegal, invalid or unenforceable for any reason whatsoever, such provision shall be divisible from the agreement and shall be deemed to be deleted from the agreement and the validity, legality and enforceability of the remaining provisions shall not be affected.

No term in this Premium Membership Agreement shall be enforceable by any person other than the parties.

Any notice, demand or other communication given or made under or in connection with the matters contemplated by this Premium Membership Agreement shall be in writing and shall be sent:
- In the case of Youtaa to: contact@youtaa.com
- In the case of a User to any address or e-mail provided to Youtaa on its Premium Membership Application Form
and shall be deemed to have been duly given or made as follows:
- - if personally delivered, upon delivery at the address of the relevant party;
- - if sent by first class post, two business days after the date of posting;
- - if sent by air mail, business days after the date of posting;
- - if sent by fax, when dispatched; and
- - if sent by electronic communication when actually received by the intended recipient in readable form;
provided that if, in accordance with the above provision, any such notice, demand or other communication would otherwise be deemed to be given or made after 5.00 p.m. such notice, demand or other communication shall be deemed to be given or made at 9.00 a.m. on the next business day.

This Premium Membership Agreement is governed and construed in accordance with English law. Disputes arising in connection with this Premium Membership Agreement will be subject to the exclusive jurisdiction of the English courts, although Youtaa reserves the right to bring proceedings against Users for breach of this Premium Membership Agreement in their country of residence

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