1.1 The terms "Member," and "User," whether used singular or plural are used interchangeably to refer to those persons holding membership in WhoYa™, to those persons voluntarily posting a profile on the web site as a Member, Student or Associate, and to those members of the general public which may use Company web site.
1.2 By registering as a Member, Associate or Student, or by using our web site you are deemed to have read and accepted, and to be bound by these Terms and Conditions of Use.
1.3 WhoYa™ is wholly owned and operated by The Business Friends Forever Network, LLC, and Clarke Sourcing, LLC (collectively the "Company"), in the United States of America. The Company provides services under the domain of WhoYa.net, and WhoYa.be. All web sites on which Company provides services are hereinafter referred to collectively as "Company web sites".
1.4 WhoYa™, WhoYa-TV™, WhoYa-Pedia™, WhoYa-Shopper™, WhoYa-Cares™, WhoYa-Music™, and WhoYa-Talent™, constitute the trademarks, servicemarks, and intellectual property of the Company, and no use thereof shall be made by any person or entity without the express written consent of an authorized agent of the Company.
1.5 These Terms and Conditions shall govern the contractual relationship between the User and Company, irrespective of which Company web sites the User is registered with or logged on to.
1.6 The User voluntarily enters into this Agreement with the Company.
1.7 The services provided by Company web sites are intended exclusively for persons of legal age.
2.1 The Company web sites offer registered Users a communication forum for marketing their independent businesses, making business contacts, and for receiving introductions to and communications from the general public.
2.2 Details about the applicable fees and levels of Membership are set forth in the "Membership Guidelines". The fees listed are binding. Payments for Membership shall be due immediately upon invoicing. Payment can be made via accepted credit cards, or with the available online payment systems which Company may implement. If Company is unable to collect any fees from an account designated by the User for any reason, the User shall bear all costs arising there from, and shall reimburse Company for all such charges incurred including bank charges or similar charges.
2. 3 Company may deliver membership payment receipts to the User by e-mail.
2.4 Any use of the services or content offered on the Company web sites beyond the scope of options provided, requires the prior written consent of an authorized representative of Company.
2.5 The Company shall make data and/or information provided by the User available for other uses provided that this data and/or information do not violate any laws, or these Terms and Conditions.
2.6 Company, at its sole discretion, is entitled to remove any illegal, or prohibited data, and/or information which fail to comply with Company policies from Company web sites, and may refuse to post or display such information without prior notice to the User.
2.7 The User acknowledges and agrees that it may be technically impossible to achieve 100% availability of the Company web sites and or services offered thereon. Company shall make reasonable efforts to keep Company web sites available without interruption. Events related to maintenance, security or capacity requirements, and/or events beyond Company's control (e.g. disruptions in public communication networks, power failures etc.), may result in brief malfunctions or temporary interruptions of the services provided on Company web sites. Company shall suffer no liability whatsoever to any User in the event of a malfunction or for the unavailability of any feature on Company web sites.
2.8 Company merely provides the User with a platform on which to establish contact with other Members, and for members of the general public to contact the User, and only provides those technical applications that allow Users to contact one another. Company does not take part in any communication or transaction between Users. If Users enter into agreements with one another over Company web sites, Company shall not be considered a contracting party or a beneficiary of these agreements. The Users alone are responsible for the execution and/or fulfillment of agreements in which they enter into with one another. Company shall not be subject to any legal or other duty, or suffer liability for any breaches of duty, if any, which may arise between Users.
2.9 Company may, at its sole and exclusive discretion, act as intermediary in the case of disagreements between Members, or between a Member and a member of the general public, relating to the goods or services provided by a Member to another or to a member of the general public. Company does not endorse any particular product, or service offered by a User, nor does it warrant or guarantee that a particular Member’s goods or services are conforming.
3.1 Users must fulfill the Membership Guidelines which are made a part of these Terms and Conditions, before being allowed to receive the benefits available to Members of Company web sites.
3.2 The User warrants and represents that all of the data provided by the User for registration is accurate and complete. In the event of any changes in the User data, the User shall promptly makes such changes in the User’s profile without undue delay. The User shall not use pseudonyms or pen names for the purpose of creating and maintaining multiple profiles, or to engage in any illegal or prohibited activity.
3.3 User warrants and represents that he or she is of legal age (based upon the applicable law of the User’s domicile), at the time of registration.
3.4 Upon receiving registration confirmation and initial password from Company, User shall choose a new password. The User is obliged to keep this password secret. Company web sites shall not disclose the password or any other private profile information to any third party, except where such disclosure may be compelled by law. Company web sites shall not ask for the User's password at any time.
3.5 By completing the registration process, the User consents to enter into this Agreement to use the services of the Company web sites. Company accepts this offer by activating the membership for the use of services on Company web sites. This Agreement takes effect with the aforementioned acceptance by Company and upon receipt of proper payment from User.
3.6 Each User is entitled to register with Company web sites only once, and the User may only establish one (1) user profile.
3.7 It is technically impossible, and or impractical for Company to determine with certainty whether any Member is in fact the person he or she represents to be, or if any Member is possessed of the credentials, qualifications, or experiences he or she professes to have. Therefore, Company issues no endorsement of any User, and assumes no liability for the actual identity of a User, or for his or her qualifications, credentials or experience. Each User is solely responsible for checking the actual identity and credentials of another User.
4.1 The User may cancel his or her Membership at anytime and for any reason, by simply sending an e-mail during normal business hours, to membership@WhoYa.net requesting cancellation. Member must send the message using the e-mail address used by the Member to register with Company.
4.2 Upon Company's receipt of the request for cancellation, a confirmation e-mail message will be sent to the User at the e-mail address that was used for registration. User must reply to confirmation e-mail from Company. Once the User confirms his or her cancellation request, the User’s profile, and all content uploaded by the User, will be removed from public view. User may at anytime thereafter reinstate his or her profile by e-mailing a request for reinstatement to membership@WhoYa.net, paying the required membership fee, and accepting these Terms and Conditions.
4.3 Cancellation of membership shall not entitle User to a refund of any portion of monthly membership fees invoiced or collected prior to cancellation. Membership Fees are not refundable.
5.1 Company may cancel the membership privileges and remove any User, his or her profile and other content at any time, and without notice to the User, in the event Company determines, in it’s sole discretion, that:
(a) User is engaged in activity that is detrimental to the legal or other rights of others;
(b) User is utilizing Company web sites to engage in, or promote any illegal or unlawful activity;
(c) User has posted content or is engaged in any conduct which violates any provision of the Membership Guidelines, or of these Terms and Conditions;
(d) the reputation of the Company or the services offered on Company web sites is, or will be, substantially impaired by the online-presence of the User (if, for example, it is discovered after registration that the User has been convicted of a felony offense in any jurisdiction, and if said conviction is known to other Users);
(e) The User promotes any communities or associations, products, services or activities which may be deemed harmful or offensive to Users or to members of the general public;
(f) The User harasses, annoys, causes harm or engages in any conduct or activity intended to cause harm, ridicule or annoyance to any other User.
5. 2 In the event of any violation of these Terms and Conditions by User, Company may, at its sole discretion:
(a) Issue a warning to the User;
(b) Suspend a User’s membership privileges and or remove a User’s content from public view pending a satisfactory response by User;
(c) Delete any improper content posted by the User;
(d) Block the User's access to the services on the Company web sites;
(e) Report User to the appropriate law enforcement authorities.
5.3 Nothing contained in these Terms and Conditions shall be interpreted to impose any legal duty or obligation on Company to police or supervise the activities of Users, or to take any legal action against Users for violation of these Terms and Conditions, and Company assumes no such duty or liability.
6.1 The User is obligated to provide only true and non-misleading statements in the User profile and in communications with other Users.
6.2 User agrees to post only photographs/video of the User which are not more than two (2) years old and in which the User can be clearly and plainly recognized. User agrees that any such images shall conform to standards of business professionalism, and shall not contain nudity. Company reserves the right to remove any photograph which it deems inappropriate, in its sole discretion.
6.3 The User warrants and represents that the public display of the photographs/video/audio delivered by the User to the Company web sites is not prohibited content under the law of any jurisdiction. The User shall not upload any photographs/video/audio of any person other than that of the User, unless User has obtained a written and signed privacy release from the other persons. User agrees he or she will not upload any photographs/video/audio containing any copyrighted material that does not belong to, or which has not been licensed to the User by the owner of said copyright. The photographs/video/audio delivered by the User shall not contain any symbols, signs, references, or images which infringe on the trademark, or service mark of any person or entity.
6.4 User shall not use any insulting or defamatory content against any person or entity, regardless of the nature or purpose of said content. User agrees he or she shall not disparage the goods or services of any other User, or subject any other User to public scorn or ridicule.
6.5 User may not post any pornographic materials or any content that violates any applicable law existing for the protection of minors; or advertise or promote, offer or distribute any pornographic items or products which do not comply with any applicable laws for the protection of minors.
6.6 User may not annoy other Members, or use Company web sites to annoy, or to collect information in order to "spam” any other User.
6.7 User may not make unauthorized use of any content protected by law (including but not limited to copyright, trademark, patent, utility patent, or design patent laws), or advertise, promote, offer or distribute any goods or services that are otherwise protected by law. In the event that content posted by a User infringes the rights of any third party, the User shall, at his or her own expense and at Company’s discretion, either obtain the right to use said content or immediately remove said content from Company web sites.
6.8 User may not use the Company web sites to promote or advance any particular religious belief, or political views, or to operate any political campaign, or to encourage civil disobedience or incite a riot.
6.9 Users engaged in network marketing, multi-level marketing, or other home based business opportunities that rely on progressive customer acquisition practices, may not use Company web sites to recruit Users, or to promote their particular business opportunity or marketing plan, and may not collect any data or e-mail information of other Users in order to solicit other Users to view or join their business opportunity. Users engaged in what are commonly known as network marketing or multi-level marketing programs are welcome and encouraged to accept a membership to promote and market their respective products and/or services only.
6.10 User agrees they will not engage in any practice or activity which may be considered unfair or unlawful competition, or which may constitute a fraud upon any other User or upon any member of the general public.
6.11 User agrees to refrain from engaging in any of the following actions even if they do not constitute a breach of any applicable laws: sending chain letters, sending identical private messages to more than one User at the same time, performing, advertising and promoting any form of adult content, and from communicating with any other User in a manner that can be perceived as offensive, rude, obscene, or which contains any sexual reference whether innuendo, or explicit.
6.12 User agrees he or she will not employ any mechanism, software, or scripts, when using Company web sites that are designed to alter or change the use of any function or feature of Company web sites.
6.13 User agrees he or she will not block, overwrite, modify and or copy any content of the Company web sites, unless necessary for the proper use of the services on the Company web sites. For example, the use of the "Robot/Crawler" search engine technology is not required for proper use of the services, and is therefore prohibited.
6.14 User agrees he or she will not distribute or publicly disclose the content of any of the Company web sites, or of any material or data that is deemed by Company to be proprietary, or content which is the protected content of any other User.
6.15 User agrees that he or she will not perform any action which may impair the operation of Company web sites, or infrastructure, or to engage in any conduct or activity which may overload or interfere with the proper function of the infrastructure.
6.16 A User may report any activities of any other User which may violate applicable laws and/or these Terms and Conditions (including the use of pseudonyms or false identities) using the Contact Us form available on Company web sites.
7.1 Company reserves the right to modify, cancel, delete, terminate, or expand the services offered on the Company web sites and/or to offer services different from those offered at the time of the User's registration, at any time.
7.2 Company does not make any warranties or representations regarding any data and/or information provided or made available by any User on any of the Company web sites, or on any external web sites that may be linked to Company web sites. In particular, Company does not warrant or represent that said data and/or information is true or accurate, or that it fulfills or serves any particular purpose.
8.1 Company maintains a customer support center to assist Users with any aspect of Company web sites, or regarding membership. Our Customer Service can be reached via e-mail by using the Contact Us link available at all times on all Company web sites.
9.1 Company shall suffer no liability and assumes no legal or other duty to Users, to supervise, patrol, or verify the content, information, photographic or video images, or to determine the truth and accuracy of any information supplied by a User on Company web sites.
9.2 User agrees that the extent of any damages, if any, that may be assessed against Company (regardless of the circumstances, legal grounds, or the jurisdiction), shall be limited to the amount of membership fees which User has actually paid to Company. User agrees that under no circumstances will Company be liable for interest, attorney’s fees, court costs, or expenses of any kind, or any other damages designed to punish and make an example.
10.1 The User shall indemnify and hold Company harmless from all actions, including damage claims, asserted by other Users or third parties against Company resulting from any alleged infringement of their rights by the content posted by the User on Company web sites, or by any action taken by User against the complaining party. Furthermore, the User shall indemnify and hold Company harmless from all actions, including damage claims, asserted by other Users or third parties against Company resulting from an infringement of their rights regarding the use of the services on Company web sites by the User. The User assumes and shall reimburse Company for all reasonable costs, expenses, attorney’s fees, and or liability that Company incurs due to any action brought against Company arising out of User’s conduct whether or not User is found liable to any third party.
12.1 When the User posts his or her Private Data in a public profile, video, photograph, audio, or written material as a downloadable report, or contributes content or discussion to a blog or forum, the User grants Company an unlimited, irrevocable and assignable right of use for the respective contribution, in perpetuity, anywhere in the universe. In particular, Company is entitled to keep said contribution on its web sites, or use it for marketing the Company or Company web sites in all manners and in any medium which now exists or which may hereinafter come into existence. Duplication or use of these contributions or their content, in part or in whole, when displaying the Company name or any Trademark or Servicemark of Company, in other electronic or printed publications is prohibited without the express written consent of Company.
12.2 Copying, downloading, dissemination, distribution and storing of the contents of Company web sites and/or third parties, with the exception of the cache memory when searching for forum pages, is prohibited without its express consent.
13.1 Membership fees are due and payable on a month to month basis and will be billed on the billing cycle date as selected by member from their Billing Information page. Any change by a Member to the billing cycle date after initial registration, shall occur on the next billing cycle date. Billing will be made and payments will be collected by Clarke Sourcing, LLC., and will appear on Member's credit card, Pay Pal, or other billing statement as: Clarke Sourcing, LLC.
13.2 The Company Refund Policy is that: there are no refunds in the event of membership cancellation by the Member, or if a Member's membership is terminated by the Company.
14.1 These Terms and Conditions are binding on all Users of Company web sites, whether Users is a paid member or not. No secondary agreements exit.
14.2 Company reserves the right to amend these Terms and Conditions at any time, without giving reasons. Company shall give due notice of any substantive amendments of these Terms and Conditions to the Users. Notices may be provided by Company to the Member via e-mail, or may be posted on the web site, either of which shall be sufficient to provide legal notice to the Members. The User's continued use of the Company web sites shall constitute acceptance of any changes hereto.
14.3 Unless otherwise stated in these Terms and Conditions, the User may submit all notices to Company using the contact form provided on each of the Company web sites, or by letter or fax. Company may send notices to the User by e-mail, fax, or post to the Member admin panel.
14.4 If any provision of these Terms and Conditions is, for any reason, invalid and/or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law. The parties agree to replace an invalid and/or unenforceable provision with a valid and/or enforceable provision which most closely approximates the intent and economic effect of the invalid and/or unenforceable provision. This also applies to contractual loopholes.
14.5 The place of performance under these Terms and Conditions shall be Company's main place of business.
14.7 In the event of a legal dispute by a Member or User against Company, the extent of Company's liability if any, shall be limited to the amount of membership fees actually paid by the Member. Under no circumstances shall Company be held liable for any awards, damages, or judgment deemed to be punitive in nature, or for any costs, fees, or expenses incurred by any Member or User, including legal fees and court costs.
14.8 In the event of any conflict of laws with any jurisdiction, these Terms and Conditions and the contractual relationship created hereby shall be governed by United States Law.