Terms & Conditions

YUMAN™ TERMS OF SERVICE/USER AGREEMENT

THE FOLLOWING TERMS OF SERVICE/USER AGREEMENT OUTLINES THE TERMS ON WHICH YUMANI™ ALLOWS YOU ACCESS TO AND USE OF OUR SERVICES.

1. INTRODUCTION

A. General. Welcome to Yumani (the "Site"). This Terms of Service/User Agreement ("Agreement") describes the terms and conditions applicable to your use of our services available under the domain and sub–domains of the Site. If you do not agree to be bound by the terms and conditions of this Agreement, you may not use or access our services.

B. Acceptance. To access our services, or engage in transactions on or through the Site, you must read, agree with, and accept all of the terms and conditions contained in this Agreement and the Privacy Policy, which include those terms and conditions expressly set out below and other policies and guidelines incorporated by reference, before you may become a member of the Site.

Not an Auctioneer. Although we may be commonly referred to as an online auction web site, we want to emphasize that we are not a traditional "auctioneer." This area is a venue that allows you, the user or buyer, to invite sellers to a bidding reverse auction to allow the buyer to obtain a competitive price for the product or service the buyer seeks to buy. The Site can be used by any U.S. or Canadian based user to request to buy merchandise, commodity or service and assist buyers find the most competitive price for the merchandise, commodity or service in a reverse auction–style format.

Caution: While Yumani is a venue for connecting buyers and sellers, we are not involved in the actual transaction between the buyer and potential sellers. As a result, we have no control over the quality, safety, legality of the items offered, the truth or accuracy of potential sellers' listings, the ability of the sellers to sell items or the ability of buyers to pay for items. Yumani cannot ensure that a buyer or seller will actually complete a transaction. Consequently, we do not transfer legal ownership of items from the seller to the buyer, and nothing in this Agreement shall modify the provisions under which legal ownership of an item is transferred upon physical delivery of the item to the buyer by the seller.

C. Release. Because we are a venue and not an auctioneer, in the event that you have a dispute with one or more users, you hereby release Yumani™ (and our officers, directors, agents, subsidiaries, partners, joint ventures, and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

Note to California residents: If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

D. Amendments. Yumani™ reserves the right to amend this Agreement at any time by posting the amended terms on the Site. Except as stated below, all amended terms shall automatically be effective after they are initially posted on the Site. We suggest that you periodically review these terms and conditions to check for any changes that would affect your use or participation of the Site.

2. BUYER ELIGIBILITY AND REGISTRATION

A. Eligibility. Our Yumani™ buying services are available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. Therefore, you must be at least 18 years old to register as a buyer. If you are under the age of 18, you cannot use this service. If you do not qualify, please do not use our Site.

B. Registration. If you are eligible to participate and use the Site, you must complete the registration process by completing the registration form and member profile on the Site. Your Yumani™ account and User ID may not be not be used by anyone other than you, nor may it be transferred or sold to another party. If you are registering as a business entity, you represent that you have the authority to bind the entity to this Agreement.

C. Security. You are solely responsible for keeping your User ID and password secure and confidential. You should not disclose your User ID or password to any other party. Once logged on using your User ID and password, whether authorized or unauthorized, you take full responsibility for any transactions entered into once access to the Site is obtained. If you believe that your User ID and/or password has been compromised or you become aware of any other breach of security regarding the Site, you must notify Yumani™ immediately.

Internet transmissions are never completely private or secure and there is a risk, therefore, that any message or information you send to us from this Site may be intercepted and potentially read by others. Yumani™ will have no liability in respect of any transmission you send to us and you do so entirely at your own risk.

You acknowledge that due to the nature of the Internet, Yumani™ cannot guarantee that access to the Site will be uninterrupted or that e–mails or other electronic transmissions will be sent to you, received by Yumani™ or communicated to others.

3. BUYER OFFER TO BUY.

(i) As a buyer, you have no obligation to buy any product. However, once you select a particular seller as the successful lowest bidder, you then have entered into a contract to buy from that seller and have an obligation to complete the transaction.

(ii) If a Buyer elects to create a Yunite™ buying auction, and the Yunite auction successfully generates more than one buyer seeking to purchase the same product, no less than sixty (60%) percent of the members of the Yunite auction group must agree to purchase the product from the lowest bidding seller. If Yunite buying group elect to purchase less than 60% of the items bid upon, from the lowest bidding seller, the successful bidding seller shall have the right to withdraw its selling bid.

(iii) Buyers agree to fairly participate in the bidding process and not to take any action to influence or interfere with the bidding process, interfere or attempt to interfere with the proper working of our sites, services, or tools, or any activities conducted on or with our sites, services, or tools. Buyers understand that interference with the bidding process shall be grounds, in Yumani’s discretion, to suspend or terminate buyer’s account.

B. Buying. By accepting a sellers bid on an item, you agree to be bound by the conditions of sale included in the item's description unless these conditions of sale are in violation of this Agreement or unlawful. Acceptance of bids are final and not retractable except in exceptional circumstances, such as:

(i) when the seller materially changes the item's description after you accept the bid; or

(ii) a clear typographical error is made;

4. SELLER ELIGIBILITY AND REGISTRATION

A. Eligibility. In order to be eligible to register and participate in the bidding process, sellers must be regularly engaged in the business of selling the products being sought by buyers and lawfully authorized to sell such products.

B. Registration. Sellers must complete the registration process by completing the seller registration form.

C. Fees. By registering as a participating Seller, you agree to our fees and payment process. Yumani™ reserves the right to change its fees for our services. Fee changes are effective five (5) business days after posting the changes on the Site in the. Yumani™ reserves the right to temporarily change its fees for promotional events and such changes are immediately effective when posted as the temporarily promotional event area of the Site.

D. Listing Parameters.

(i) You must be legally able to sell the item(s) you to sell to buyers on the Site.

(ii) Your items must be responsive to the buyer’s request. If you have any questions regarding whether your item is appropriate, please ask the buyer a question through the Site.

E. Binding Selling Bids. Seller agrees to make reasonable commercial efforts to ship item within 48 hours of being notified of payment being made. If a buyer or a Yunite™ Buying Group, accept(s) your offer to sell, you are obligated as the seller to complete the transaction with the Buyer or Yunite™ Buying Group upon the auction's completion, unless there is an exceptional circumstance, such as the buyer fails to pay.

F. Fraud. Without limiting any other remedies, Yumani™ reserves the right to suspend or terminate your account if we suspect that you (by conviction, settlement, insurance, or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the Site.

G. Manipulation. No buyer or seller, may manipulate the price of any item, nor may you interfere with other user's listings, bidding, offers or transactions.

5. YOUR INFORMATION

A. Definition. "Your Information" is defined as any information you provide to us or other users in the registration, bidding, or listing process, in any public message area (including the forums and feedback area), or through any e–mail feature. You are solely responsible for Your Information, and we act as a passive conduit for your online distribution and publication of Your Information.

A. Definition. "Your Information" is defined as any information you provide to us or other users in the registration, bidding, or listing process, in any public message area (including the forums and feedback area), or through any e–mail feature. You are solely responsible for Your Information, and we act as a passive conduit for your online distribution and publication of Your Information.

B. Restricted Activities. Your Information (or any items listed) and your activities on the Site, including any comments or postings, shall not:

(i) be false, inaccurate or misleading;

(ii) be fraudulent or involve the sale of counterfeit or stolen items;

(iii) infringe any third party's copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy;

(iv) violate any law, statute, ordinance, or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti–discrimination, or false advertising);

(v) be defamatory, trade libelous, unlawfully threatening, or unlawfully harassing;

(vi) be obscene or contain child pornography;

(vii) contain any viruses, Trojan horses, worms, time bombs, cancelbots, Easter eggs, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information;

(viii) create liability for Yumani™ or cause us to lose (in whole or in part) the services of our ISPs or other suppliers;

(ix) be intended to gather any email addresses or other personal information that has been posted by other users of the Site for marketing or for commercial or other improper purposes. and

(x) link directly or indirectly to or include descriptions of goods or services that:

(a) are prohibited under this Agreement; or

(b) are identical to other items you have up for auction but are priced lower than your item's reserve or minimum bid amount;

Furthermore, you may not list any item on the Site (or consummate any transaction that was initiated using our service) that, by paying to us our fees, could cause us to violate any applicable law, statute, ordinance, or regulation.

C. License. By using this site, you agree to allow Yumani™ to use the information you supply us with, and agree that our use of this information, does not violate any rights you might have in that information. You also agree to grant us a non–exclusive, worldwide, perpetual, irrevocable, royalty–free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights you have in the information you provide in any media now known or not currently known. With respect to personal information about you, Yumani™ will use information in accordance with our Privacy Policy.

6. INTERFERENCE WITH SITE OPERATIONS

A. Interference. Much of the information on the Site is updated on a real–time basis and is proprietary or is licensed to Yumani™ by our users or third parties. You agree that you will not use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission. Additionally, you agree that you will not:

(i) take any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionately large load on our infrastructure;

(ii) copy, reproduce, modify, create derivative works from, distribute, or publicly display any Site content (except for Your Information) without our prior written permission and the permission of any applicable third party; and

(iii) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or

(iv) bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site.

7. BREACH

Without limiting other remedies, we may limit your activity, immediately remove your buyer offer or item listings, warn our community of your actions, issue a warning, temporarily suspend, indefinitely suspend, or terminate your membership and refuse to provide our services to you if;

(i) you breach these Terms of Service or the documents it incorporates by reference;

(ii) we are unable to verify or authenticate any information you provide to us; or

(iii) we believe that your actions may cause financial loss or legal liability for you, our users or us.

PLEASE NOTE THAT IF WE HAVE REASON TO BELIEVE THAT ANY MEMBER IS USING THE SITE FOR ILLEGAL ACTIVITIES WE MAY REFER THE MATTER TO THE RELEVANT AUTHORITIES FOR FURTHER ACTION WITHOUT ANY NOTICE TO YOU.

8. PRIVACY

 A. General. We do not sell your personal information to third parties for their marketing purposes, and use your information as described in the Privacy Policy. The privacy of a user is very important, and we understand clearly that you and your information is one of our most important assets.

B. Storage. We store and process your information on computers located in the United States that are protected by physical as well as technological security devices. Our current Privacy Policy is available at [link to privacy policy]. If you object to your Information being transferred or used in this way please do not use our services.

9. NO WARRANTY:

YUMANI™, OUR SUBSIDIARIES, MEMBERS, OFFICERS, DIRECTORS, AND EMPLOYEES PROVIDE OUR WEB SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED, OR STATUTORY. YUMANI™, OUR SUBSIDIARIES, MEMBERS, OFFICERS, DIRECTORS, AND EMPLOYEES SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON–INFRINGEMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state.

 10. LIMITATION ON LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, NEITHER YUMANI NOR ANY OF ITS PARENTS, AFFILIATES, SHAREHOLDERS, LICENSORS, SUPPLIERS, ADVERTISERS OR SPONSORS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES ("RELEASEES"), ARE OR WILL BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS), UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE AND/OR MATERIALS CONTAINED ON THE SITE, ANY LINKED SITE OR ANY PRODUCT OR SERVICE PURCHASED THROUGH THE SITE (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES, OR SUCH LOSS OR DAMAGES WERE REASONABLY FORESEEABLE). WITHOUT LIMITING THE FOREGOING, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YUMANI SHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR (I) ANY FAILURE OF A USER TO CONFORM TO THE CODE OF CONDUCT OR THESE TERMS, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, WHETHER ARISING IN CONTRACT OR IN TORT, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, INCLUDING ANY CLAIM, CAUSE OF ACTION, OBLIGATION, LIABILITY, RIGHT, OR REMEDY WHETHER OR NOT ARISING FROM OUR NEGLIGENCE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR THOSE OF OUR SERVICE PROVIDER(S) AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (IV) ANY BUGS, VIRUSES, WORMS, DEFECTS, OR OTHER ITEMS OF A DESTRUCTIVE NATURE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, (V) ANY ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN ANY MATERIALS, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY MATERIALS POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE VIA THE SITE, AND/OR (VI) THE FAILURE OF A BUYER OR SELLER TO HONOR A TRANSACTION. OUR LIABILITY, AND THE LIABILITY OF OUR SUBSIDIARIES, MEMBERS, OFFICERS, DIRECTORS, AND EMPLOYEES TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100.00. Some States do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

IF THIS CLAUSE IS HELD TO BE UNENFORCEABLE IN WHOLE OR IN PART IN ANY JURISDICTION DUE TO RELEVANT LAWS, THEN IN NO EVENT SHALL OUR OR THE RELEASEES’ TOTAL LIABILITY TO YOU EXCEED THE TOTAL AMOUNT YOU HAVE PAID US OR THE RELEASEES DURING THE SIX(6) MONTHS PRIOR TO THE INCIDENT. NOTHING IN THIS CLAUSE SHALL LIMIT OR EXCLUDE ANY LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE.

IN NO EVENT SHALL WE, OUR SUBSIDIARIES, MEMBERS, OFFICERS, DIRECTORS, AND EMPLOYEES BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SITE, OUR SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE) EVEN IF WARNED OF SUCH POSSIBLE LIABILITY.

11. INDEMNITY

You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, members, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorney's fees, made by any third party due to or arising out of your use of the Site; any material you post, upload, e–mail or otherwise transmit to or using the Site; transactions facilitated by the Site; or your violation, breach or alleged violation or breach of this Agreement, your violation of any law or the rights of a third party.

12. LEGAL COMPLIANCE

 You shall comply with all applicable domestic and international laws, statutes, ordinances, and regulations regarding your use of our service and your bidding on, listing, purchase, solicitation of offers to purchase, and sale of items.

13. NO AGENCY

You and Yumani™ are independent contractors, and no agency, partnership, joint venture, employee–employer, or franchiser–franchisee relationship is intended or created by this Agreement.

14. NOTICES

Except as explicitly stated otherwise, any notices shall be given by postal mail to Yumani, LLC 11–01 43rd Avenue, Long Island City, New York 11101 Attn: Legal Department (in the case of Yumani™) or to the e–mail address you provide to Yumani™ during the registration process (in your case). Notice shall be deemed given [three (3)] hours after e–mail is sent, unless the sending party is notified that the e–mail address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid, and return receipt requested, to the address provided to Yumani™ during the registration process. In such case, notice shall be deemed given three (3) days after the date of mailing.

15. RESOLUTION OF DISPUTES

A. General. In the event a dispute arises between you and Yumani™, our goal is to provide you with a neutral and cost–effective means of resolving the dispute quickly. Accordingly, you and Yumani agree that any claim or controversy at law or equity that arises out of this Agreement or our services ("Claims" ) shall be resolved in accordance with one of the subsections below or as otherwise mutually agreed upon in writing by the parties. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution and we will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation, as an alternative to litigation. You may contact us through customerservice@yumani.com with any concerns or complaints regarding our services.

B. Binding Arbitration. For any Claim (excluding Claims for injunctive or other equitable relief) where the total amount of the award sought is less than $100,000.00, you or Yumani™ may elect to resolve the dispute through binding arbitration conducted by telephone, online, and/or based solely upon written submissions where no in–person appearance is required. In such cases, the arbitration shall be administered by the American Arbitration Association or JAMS in accordance with their applicable rules, or any other established ADR (alternative dispute resolution) provider mutually agreed upon by the parties. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

C. Court. Alternatively, any Claim may be adjudicated by a court of competent jurisdiction located in New York County, New York or where the defendant is located (in our case New York, New York, and in your case your home address or principal place of business). You and Yumani™ agree to submit to the personal jurisdiction of the courts located within the county of New York, New York.

D. Alternative Dispute Resolution. Alternatively, Yumani™ will consider use of other alternative forms of dispute resolution, such as binding arbitration to be held in New York County, New York or another location mutually agreed upon by the parties. All Claims (excluding requests for injunctive or equitable relief) between the parties must be resolved using the dispute resolution mechanism that is selected in accordance with this section by the first party to file a Claim. Should either party file an action contrary to this section, the other party may recover reasonable attorney's fees and costs, provided that the party seeking the award has notified the other party in writing of the improperly filed Claim, and the other party has failed to withdraw the Claim.

E. Disputes Between Buyers and Sellers. We will provide reasonable assistance to attempt to resolve disputes between buyers and sellers relating to transactions facilitated by the Site. We cannot, however, guarantee a successful resolution.

F. Notice of Copyright Infringement

If you are a copyright owner who believes your copyrighted material has been reproduced, posted or distributed via the Site in a manner that constitutes copyright infringement, please inform us by sending written notice by registered mail to Yumani, LLC, 11–01 43rd Avenue, Long Island City, New York 11101, or email to copyright@yumani.com]. The notice should comply with the Digital Millennium Copyright Act (and international intellectual property law, where applicable), and include, among other things, the following information as set forth in the Digital Millennium Copyright Act, 17 U.S.C. § 512 (c)(3)(A).
1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
2. Identification of the copyrighted work you claim is being infringed, or, if you want to cover multiple copyrighted works in a single notice, a representative list of such works. 3. Identification of the material that you claim is infringing or is the subject of infringing activity and that you believe should be removed or access to which should be disabled, with information reasonably sufficient to permit us to locate the material.
4. Information reasonably sufficient to permit us to contact you, such as an address, telephone number and, if available, an electronic mail address at which you may be contacted.
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.

16. ADDITIONAL TERMS

The following policies are incorporated into this Agreement by reference and provide additional terms and conditions related to specific services offered on the Site:Privacy Policy
Yumani – Sellers Return Policy

17. GENERAL

This Agreement shall be governed in all respects by the laws of the State of New York as such laws are applied to agreements entered into and to be performed entirely within New York between New York residents. We do not guarantee continuous, uninterrupted, or secure access to our services, and operation of the Site may be interfered with by numerous factors outside our control. 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. You agree that this Agreement and all incorporated agreements may be automatically assigned by Yumani™ in accordance with Section 14 "Notices" in our sole discretion. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. Section 4C (Fees) with respect to fees owed for our services, Section 1C (Release), Section 5C (License), Section 6 (Access and Interference), Section 10 (Liability Limit), Section 11 (Indemnity), and Section 15 (Resolution of Disputes) shall survive any termination or expiration of this Agreement.

19. DISCLOSURES

The services hereunder are offered by Yumani, LLC, located at 261 W. 35th St., Suite 1004, New York, New York 10001.