This Merchant User Agreement (“Agreement”) is between you, the user, together with any company or other business entity you are representing, if any (collectively, “You”), and Yaband Telecom B.V. (“Yaband”), the company providing e-commerce software programs (WeChat Mini Program, Alipay Mini Program or Website) branded as iMenu (“iMenu”) that enable merchants to build online stores through which they can sell their products and services online.
This Agreement explains the terms and conditions governing your use of the iMenu solution, technology and any other content available during your sign-up period. By clicking on the ‘I agree’ checkbox on the registration page, you have chosen to accept these terms and conditions and acknowledge that the iMenu solution during this sign-up period is governed by the rules set forth below. If you do not wish to accept this agreement, do not proceed with the sign-up.
By accepting this Agreement, You further agree to be bound by any amendments to the terms and conditions of this Agreement or to such terms and conditions as are incorporated herein by reference. Except as stated below, all amended terms shall automatically be effective thirty (30) days after they are initially posted on the website.
The Software license and Services are available only to, and may only be used by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, the Software and Services are not available to children (persons under the age of 18). If You are registering as a business entity, You represent that You have the authority to bind the entity to this Agreement. Yaband uses many techniques to verify the accuracy of the information You provide when You register on the iMenu website. If for any reason, Yaband, in its sole discretion, believes such information to be incorrect, it reserves the right, without provision of any notice to You, to revoke any and all licenses under this Agreement or to refuse to provide the Software license and Services under this Agreement to You.
Your iMenu solution will include the full e-commerce store features, as listed on iMenu website in accordance to the package you subscribe to.
2.1 Yaband offers a 30 day money back guarantee for the following products only.
– WeChat Mini Program
– Alipay Mini Program
Customer that subscribed the above 2 products entitled to ask for full refund within the first 30 days from the order processed. Fees for certain services, including but not limited to domain name registration and renewal, setup fees, one time fees, shipping and handling, SSL certificate fees, software license fees, technical charges, customization charges, unused bandwidth, unused disk space, unused backup space, are not refundable unless provided otherwise specified. Yaband may, in its sole discretion, refund other amounts as it deems necessary.
3.1 You are not to use the iMenu solution, the selection of web address for your member site, the solution, or the Merchant site to, including, but not limited to:
– Be false, inaccurate or misleading.
– Be fraudulent or involve the sale of counterfeit or stolen items.
– Infringe or misappropriates any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; Yaband may, in appropriate circumstances and at its sole discretion, disable and/or terminate the accounts of users who may be repeat infringers.
– Violate any law, statute, ordinance or regulation (including, but not limited to, those governing privacy, publicity, export control, consumer protection, unfair competition, antidiscrimination or false advertising).
– Be defamatory, trade libelous, unlawfully threatening or harassing, or advocating, promoting or providing assistance involving violence, significant risk of death or injury, or other unlawful activities.
– Display material containing pornographic material of any kind.
– Access illegally or without authorization any computers, servers, accounts or networks of iMenu or any iMenu merchant, or attempt to “hack” into iMenu security systems, having iMenu host or distribute any Internet viruses, other harmful code, pinging, flooding, mail bombing, or denial-of-service attacks or disrupting others of effectively using the iMenu solution.
– Involve the transmission of any unsolicited commercial or bulk email (known as “spamming”) and You shall not use Your account or Your Store as a return address for unsolicited commercial mail originating elsewhere or participate in any activities related to so-called pyramid or ponzi schemes.
– Be harmful or potentially harmful to the iMenu solution’s server structure as determined in Yaband’s sole discretion, including without limitation overloading the iMenu solution’s server technical infrastructure.
– Involve subleasing Your account or offering “free space” on or other access to Your account or Your Store to third parties;
– Create liability for Yaband and its subcontractors or expose them to undue risk or otherwise engage in activities that Yaband, in its sole discretion, determines to be harmful to Yaband’s affiliates, operations, reputation, or goodwill.
– Post or disclose any personally identifying information or private information about children or any third parties without their consent or the parent’s consent, in a case for minor.
– Post or display of any materials that exploits or otherwise exploits children under age of 18 years.
– Post any content that advocates, promotes, or otherwise encourages violence against any governments, organizations, groups or individuals or activities that leads to cruelty towards animal or in providing instruction/information or assistance in carrying out such violence.
– Conduct activities such as gambling, sweepstakes, raffles and lotteries.
– Any product or service prohibited on WeChat Mini Program and Alipay Mini Program.
3.2. You agree that without express consent of Yaband (and showing proof of the appropriate licenses where necessary or appropriate), you will never provide, sell or offer to sell the following products or contents (or services related to the same) on the Merchant site you create:
– Pharmaceutical or any other controlled substances.
– Illegal drugs and illegal drug contraband.
– Firearms and weapons.
– Pirated computer programs.
– Pornography or illicitly pornographic products.
– Computer software viruses or software designed to create a virus.
– Any goods which are (or Instructions on how to make) harmful, dangerous or illegal.
3.3 You agree that you will not (and will not allow any third party to) participate in any of the following actions such as reverse engineering, reverse compiling or otherwise deriving the underlying source code or structure or sequence of any iMenu solution or technology; individual passwording of Merchant sites; deleting or altering author attributes or copyright notices (unless expressly permitted in writing by the author or owner), and/or fail to obtain all required permissions when using the iMenu solution to receive, upload, display, distribute, or execute programs or perform other works protected by intellectual-property laws, including copyright and patent laws.
You are obliged to protect the personal data of your customers from iMenu base on GDPR (General Data Protection Regulation) and take responsibility.
6.1 Merchant Site Content Changes
Yaband reserve the right to make changes to your site if you breach any of the provisions of this Agreement with sufficient notice and reasonable time period provided to you, to rectify the infringing content (as determined by Yaband’s sole discretion). If you fail to conform to Yaband’s satisfaction, then Yaband may make changes to the Merchant site to bring it in compliance with this Agreement. Merchant is not to hold Yaband liable for any foreseeable, unforeseeable, direct, indirect consequences that may result from the changes made by our Support team to Merchant site in response to a Merchant site that breaches this Agreement. Yaband’s decision is final and binding. Notwithstanding the above, Yaband also reserves the right to discontinue the provision of any or all aspects of the iMenu solution to any member for any breach of this agreement.
6.2 Informing Merchants on Changes
Yaband reserves the right to inform all Merchants regardless of their email subscription on important information such as service outages, material changes or modifications to the solution, latest development as well as changes to the Mercahnt User Agreement.
Yaband reserves the right to discontinue any or all aspects of the iMenu solution or restrict your use of the solution in whole or in part for any breach of this Agreement by you at any time without prior notice; or if Yaband determines in its sole and exclusive discretion that terminating your use of the iMenu solution is necessary for security reasons, for proper continued operation of iMenu or for whatsoever reasons deemed appropriate by Yaband; or if your use of iMenu solution is not for a legitimate business purpose, violating any rules or regulations; or if Yaband receives information that the use of iMenu solution (or any part thereof) may violate any third party right.
Yaband may at any time, with thirty (30) days notice to you, modify or discontinue any or all aspects of the iMenu solution or restrict your use of the solution in whole or in part for Yaband’s convenience.
If, at any time, if you fail to make payments due to Yaband hereunder after a ten (10) days notice, then Yaband reserves the right to modify or discontinue any or all aspects of the iMenu solution.
All rights granted to you, the Merchant, under this Agreement would be terminated upon termination of this agreement. Following such termination or suspension, you agree not to reregister for or otherwise access the iMenu solution without Yaband’s written approval. Upon termination of this Agreement, Yaband reserves the right to delete any data files associated with your use of the iMenu solution. However, you are still liable for the full charge for the period during which we terminate or suspend your iMenu solution.
Yaband may at any time, with notice of not less than thirty (30) days, change its fees and the terms of this Agreement. With regards to the changes in fees and charges, Yaband will send you an email or even send you a letter informing you of the change. If you find any change unacceptable, you are free to terminate this agreement. Your continued use of the iMenu solution after the effective date of a change constitutes your continued acceptance of the new terms and conditions of this Agreement, the iMenu solution as well as its fee schedule.
You agree to indemnify and hold Yaband, its suppliers, advertising and promotional partners, and service providers, and their officers, directors, agents, and employees, harmless from any and all losses, costs, liabilities or expenses (including without limitation reasonable attorneys’ and expert witnesses’ fees) incurred or arising from:
– Your misuse of the iMenu solution (or any other Yaband services) contrary to, prohibited and restricted under this Agreement.
– Infringement of any copyright, trademark, intellectual property, or other right or patent by any material you post or use on your Merchant site.
– Any Content generated by users of Your Store.
– Breach of this Agreement.
– Any obscene or libelous material posted on your Merchant site.
– Any claims arising from the sale or license of goods or services in Your Store.
If complaints of a violation of third party rights arise with regards to your Merchant site, then Yaband will have to investigate on the validity of the complaints. If the complaint is valid, then the issue will have to be dealt with accordingly and it will be considered a breach of this Agreement.
As between the parties, Yaband acknowledges that it claims no proprietary rights in Merchant’s information or any intellectual property right contained therein. As between parties, you, the Merchant, acknowledge and agree that Yaband and its licensors own all right, title and interest in:
– The iMenu solution
– Any other Yaband’s solution
– The technology available on the iMenu solution
– And all content, including but not limited to text, software, music, photographs, video, graphics, or other material contained or maintained on the iMenu solution, excluding all Merchant information.
You agree also that the content and technology behind the iMenu solution is protected by international copyrights, trademarks, service marks, patent, or other proprietary rights and laws; which means that you are only allowed to use iMenu content and technology only as expressly authorized by Yaband and its licensors. You should understand and agree that the compilation, collection, selection, arrangement, assembly and coordination of all content available on the iMenu solution are exclusive property of Yaband and its licensors and it is rights protected. Therefore, unless expressly authorized by Yaband, you may strictly only use it for your internal business and data-gathering purposes.
YABAND, ITS SUPPLIERS AND SERVICE PROVIDERS, PROVIDE THE SOFTWARE, ADDITIONAL SOFTWARE, AND SERVICES, ON AN “AS IS” BASIS AND EXPRESSLY DISCLAIM ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE ARE EXCLUDED. YABAND, ITS SUPPLIERS AND SERVICE PROVIDERS, DO NOT WARRANT THAT THE SOFTWARE, ADDITIONAL SOFTWARE, OR SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED AND MAKE NO REPRESENTATIONS REGARDING UPTIME, USE, DATA SECURITY, ACCURACY AND RELIABILITY OF THEIR SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THIS SECTION 12 IS REASONABLE AND AN ESSENTIAL ELEMENT OF THIS AGREEMENT AND THAT IN ITS ABSENCE, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.
IN NO EVENT SHALL YABAND, ITS SUPPLIERS, ADVERTISING AND PROMOTIONAL PARTNERS, OR SERVICE PROVIDERS, OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS OR AGENTS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE, THE ADDITIONAL SOFTWARE, THE SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). YABAND’S, ITS SUPPLIERS’, ADVERTISING AND PROMOTIONAL PARTNERS’, AND SERVICE PROVIDERS’, CUMULATIVE LIABILITY, AND THE LIABILITY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS AND AGENTS TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO YABAND FOR (I) THE SOFTWARE LICENSE AND (II) THE SERVICES IN THE ONE (1) MONTH IMMEDIATELY PRECEDING THE MONTH IN WHICH THE ACTION GIVING RISE TO THE LIABILITY FIRST AROSE, AND (B) EIGHT HUNDRED RINGGIT EUR (800 Euro).
Yaband and the Merchant are two (2) separate entities; therefore opinions and views expressed in any Merchant site do not reflect that of Yaband. We do not verify, vouch, review or otherwise endorse the content on any Merchant site. The Merchant is solely responsible for the content and everything else contained on their own site. Merchants may be held legally liable for the contents of their site should the content contain any defamatory comments or material protected by copyright, trademark, patent or trade secret or other laws without the permission of the author or owner.
Yaband is not responsible for the delivery or quality of any goods or services sold or advertised through the Merchant site.
Yaband and its licensors makes no other warranties or representations of any kind with respect to the iMenu solution. No warranty is given that the iMenu solution or technology is error-free. Yaband and its licensors disclaim any warranty of title or any other warranties for any third party’s offering(s) or product(s).
Yaband does not guarantee that its security procedures taken will prevent the loss of, alteration of, or improper access to your information. Yaband and its licensors are in no way responsible for invalid destinations and transmission errors in, corruption of, or the security of your information carried over inter exchange carriers’, local exchange carriers, or other providers’ facilities.
The content (text and graphics) appearing on iMenu website may include technical inaccuracies, typographical errors and out-of-date information; therefore you expressly assume all risk for such use of the iMenu solution and technology.
iMenu website may provide links to other websites or resources. You acknowledge and agree that Yaband is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites and resources. You also agree that Yaband shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused or in connection with use of or reliance on any such content, goods or services available on such external third-party sites.
If you want to use payment function, you need to get approval from YabandPay first, then You are required to use YabandPay as the Payment Solution for Your Store. Using YabandPay as a “Payment Solution” means that You use YabandPay exclusively to process online payments from Your Store customers.
The services hereunder are offered by Yaband Solutions Laan Van Vredenoord 33,2289 DA Rijswijk,The Netherlands.
You shall not assign, transfer or delegate this Agreement or any rights or obligations hereunder. Any assignment, transfer or delegation in contravention of the foregoing provision shall be null and void. You agree that this Agreement may be assigned by Yaband, in Yaband’s sole discretion.
Dutch law is exclusively applicable to all agreements between the parties.
The Dutch court in the district where Yaband is established is exclusively competent in case of any disputes between parties, unless the law prescribes otherwise.
You and Yaband are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
Except for the payment of any fees due and payable under this Agreement, neither party’s delay in the performance of any duties or obligations under this Agreement will be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, failures in electric power or telecommunications services, or any other event beyond the control of the party.
This agreement represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. If any provision of this agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable.
Drawn up on 01 march 2020.