Youtaa - Website

Welcome to Youtaa.com, an electronic platform which connects businesses. Through Youtaa.com, Users may exchange Content and complete online sale and purchase transactions of Products.

(a) Definitions
- - "Acceptable Use Policy" means the policy which prohibits Users from (i) selling, buying, distributing, advertising and/or posting requests to offer Products on Youtaa.com and (ii) using forums, networks, email accounts and other tools in certain prohibited ways.
- - "Agreement" means this user agreement in its original or amended version as set out on Youtaa.com.
- "All Agreements" means all existing or future agreements and policies in their original or amended versions as set out on Youtaa.com, including this Agreement, the Acceptable Use Policy, the Privacy Policy and the Premium Membership where applicable. All Agreements are available by hyperlinks in this Agreement.
- "Basic Service" means the service provided to Members, as defined in clause 5.
- "Business Entity" means any entity which object is to carry on business, for profit or for a charitable purpose, including a company, partnership, trust, sole trader, association, organization.
- "Content" means User Content and Youtaa Content
- "Member", "you" means a User who successfully registered with Youtaa in accordance with clause 3.
- "Member Account" means the account created by Youtaa when Users register on Youtaa.com in accordance with clause 4 of this User Agreement or in accordance with the terms of the Premium Membership Agreement.
- "Premium Member", "you" means a User who successfully registered with Youtaa in accordance with the Premium Membership Agreement.
- "Premium Membership Agreement" means the agreement which provides the Premium Service.
- "Premium Service" means the service as defined in and provided under the terms of the Premium Membership Agreement.
- "Privacy Policy" means the policy which governs the protection and use of each User's personal information in the possession of Youtaa.
- "Products" means goods or services displayed on Youtaa.com.
- "Application Form" means the form Users must complete in accordance with clause 3 to register with Youtaa as a Member and access the Basic Service, or the form Users must complete in accordance with the terms of the Premium Membership Agreement to apply with Youtaa to become a Premium Member and use the Premium Service.
- "Third Party Rights" means third party copyrights, trade marks, trade secret rights, patents, rights of personality, rights of privacy or any other personal or proprietary rights.
- "Transaction Risks" means risks which may include:
  - misrepresentations, fraudulent schemes, breach of contract, unsatisfactory quality, failure to meet specifications, defective or dangerous products, unlawful Products, delay or default in delivery, payment, or transportation;
  - claims by buyers, end-users of Products or any third party that they have suffered injuries or harm arising from their use of Products originally obtained via Youtaa.com;
  - violations or assertions of violation of Third Party Rights as a result of the manufacture, distribution, use, purchase and/or sale of Products; and/or
  - costs incurred in connection with third parties' assertion of Third Party Rights or claims that they are entitled to defense or indemnification regarding assertions of rights, demands or claims by Third Party Rights claimants.
- "User", "you" means any person who accesses or uses Youtaa.com for whatever purpose, whether the person is a buyer or a seller, a physical person or a legal entity, including Users who successfully registered as members under the terms of this agreement or the Premium Membership Agreement where applicable, and "use" and "used" must be construed accordingly.
- "User Content" means any data, graphics, illustrations, information, material, photographs, video or audio sequences, directories, files, databases or listings displayed on Youtaa.com, owned by a User or a third party and whether posted or uploaded by a User on Youtaa.com, including on forums and networks, provided to Youtaa, or sent through communication systems.
- "Youtaa", "we", "us" means Youtaa S.A.R.L., a limited company organized under the laws of France, the registered office of which is at 18-20 rue Sainte Anne - Apt 22, Residence Sainte Anne - 97400 Saint Denis Ile de la Reunion, or any of its affiliates.
- "Youtaa.com" means the website identified by the uniform resource locator www.youtaa.com and operated by Youtaa SARL.
- "Youtaa Content" means any data, graphics, illustrations, information, material, photographs, video or audio sequences, directories, files, databases or listings displayed on Youtaa.com, whether posted or uploaded by Youtaa or provided to a User by Youtaa, owned by Youtaa or a third party.
(b) Interpretation
- In this agreement unless otherwise specified, reference to:
  - "affiliate" means in relation to a party, any company, partnership or other entity which from time to time controls, is controlled by or is under control with that party;
  - "amendment" means any addition, limitation, modification, suppression or upgrade;
  - "control" means the beneficial ownership of more than 50 per cent of the issued share capital, or the legal power to direct or cause the direction of the general management, of the company, partnership or other person in question, and "controlled" shall be construed accordingly;
  - "includes" and "including" means including without limitation;
  - "person" means third party;
  - "party" means a party to this agreement;
  - words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders; and
  - "third party" means any person or entity including their affiliate, group, holding company, subsidiary.

This Agreement is entered between the User and Youtaa. All Agreements describe the terms on which Users may use Youtaa.com. Users must read All Agreements 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 All Agreements. 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 Registration Process
- To use Youtaa.com, Users must complete Youtaa's registration process and provide true, accurate, current and complete information as prompted by the Application Form. Youtaa reserves the right to refuse your registration and deny the issuance of an account and associated identification code and password.
3.2 Restrictions
- Users must not register:
  - (a) for more than one Member Account, unless they do so on behalf of several Business Entities and have authority from each Business Entity concerned or unless they open a Member Account in different languages; and
  - (b) for a Member Account on behalf of an individual other than himself unless the individual has given its prior written consent; or
  - (c) for a Member Account on behalf of a Business Entity unless they have authority to do so.

4.1 Account maintenance and security
- Members are subject to the following continuing obligations:
  - (a) promptly amend their Application Form when the information provided is no longer accurate or when Youtaa sets out an amended and restated version of the Application Form on Youtaa.com and notifies you that your Application Form must be amended. Such amendments must be made by the date specified in the notification;
  - (b) maintain the security of their identification code and password, as allocated by Youtaa or chosen by Members for log-in access to their account, and treat such information as strictly confidential;
  - (c) be fully responsible for all use of their account and for any actions which take place using their account, including in relation to User Content and Users' email account; and
  - (d) be fully responsible for making all arrangements necessary to use Youtaa.com and for ensuring that all persons who use Youtaa.com through their internet connection are aware of and comply with the terms of All Agreements.
4.2 Viruses, hacking and other offences
- - (a) Users must not misuse Youtaa.com by knowingly introducing viruses, Trojans, worms, logic bombs or other content which is malicious or technologically harmful. Users must not attempt to gain unauthorized access to Youtaa.com, the server on which Youtaa is stored or any server, computer or database connected to Youtaa.com. Users must not attack Youtaa.com via a denial-of-service attack or a distributed denial-of-service attack.
  - (b) By breaching the obligation at clause 4.2 (a), Users could commit a criminal offence. Youtaa will report any such breach to the relevant law enforcement authorities and will co-operate with those authorities by disclosing identity of such Users to them.
4.3 Prohibition to access and use Youtaa.com, its Content and services
- - (a) In the event of a breach of the obligation at clause 4.2, such Users' right to use Youtaa.com will cease immediately.
  - (b) Youtaa reserves the right at any time, without prior notice, to suspend or terminate a Member Account, if in Youtaa's opinion a User has failed to comply with a term of any of All Agreements, including in relation to clause 11.2.

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