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Updated: January 31, 2023
- Construction and Terminology
1.1 Construction. The titles of the sections of this Agreement are for convenience of reference only and are not to be considered in interpreting this Agreement. Unless the context of this Agreement clearly requires otherwise: (a) references to the plural include the singular, the singular the plural, and the part the whole; (b) references to one gender include all genders; (c) "or" has the inclusive meaning frequently identified with the phrase "and/or;" (d) "including" has the inclusive meaning frequently identified with the phrase "including but not limited to" or "including without limitation;" and (e) references to "hereunder", "herein" or "hereof" relate to this Agreement as a whole. Any reference in this Agreement to any statute, rule, regulation, or agreement, including this Agreement, shall be deemed to include such statute, rule, regulation, or agreement as it may be modified, varied, amended, or supplemented from time to time.
1.2 "Digital Currency" or "Digital Currencies" means any and all supported virtual currencies, cryptocurrencies, and digital assets offered through Yellow Card Site & Services.
1.3 "Yellow Card Wallet" means the Digital Currency wallet(s) that Yellow Card provides as a service for you to store, send, and receive Digital Currency.
1.4 "Personal Wallet" or "Personal Wallet Address" means the public key of any Digital Currency wallet to which you request Yellow Card to send purchased Digital Currency or Digital Currency stored in your Yellow Card Wallet.
1.5 "Buy Price" means the price, in any fiat currency or Digital Currency, at which you may buy a supported Digital Currency from Yellow Card.
1.6 "Sell Price" means the price, in any fiat currency or Digital Currency, at which you may sell a supported Digital Currency to Yellow Card.
1.7 “Eligible Account” means an account or user who meets the criteria and conditions stipulated by Yellow Card and has successfully passed through the Yellow Card identity verification and sanction screening procedure, as mentioned in Paragraph 2.3 below.
1.8 "Exchange Rate" means, same as either Buy Price or Sell Price, the price of a supported Digital Currency given in any fiat currency or Digital Currency as quoted by Yellow Card.
1.9 "Purchase Order" or "Purchase Orders" means any purchase of Digital Currency from Yellow Card. A Purchase Order is considered active and open when submitted. A Purchase Order is considered completed and closed when your Yellow Card account has been debited, and the Digital Currency has been sent to your Yellow Card Wallet or Personal Wallet.
1.10 "Sale Order" or "Sale Orders" means any sale of Digital Currency to Yellow Card. A Sale Order is considered active and open when submitted. A Sale Order is considered completed and closed when your Yellow Card Wallet is debited, or Digital Currency has been received, and your Yellow Card account has been credited.
1.11 "Yellow Card Site" means, collectively, Yellow Card's website, yellowcard.io, and any associated websites, APIs, and mobile applications.
1.12 "Yellow Card Services" means any and all products and services offered by Yellow Card, including, but not limited to, the Crypto Exchange, Yellow Pay, Stock offering, Over-the-Counter Crypto Trade, B2B API services and others.
1.13 "Funding Method" or "Funding Methods" means any and all methods of funding a Yellow Card account offered by Yellow Card, including, but not limited to, Yellow Card gift cards, PINs, sending Digital Currency to your Yellow Card Wallet, credit or debit card, bank transfer, and third-party funding services.
1.14 "Service Fee" or "Service Fees" means any costs and/or fees Yellow Card charges for performing any of the Yellow Card Services.
1.15 "Permitted Jurisdiction" means any country, state, or jurisdiction in which Yellow Card expressly permits the use of Yellow Card Services. Any other country, state, or jurisdiction not expressly permitted is to be considered restricted or unavailable.
1.16 "Yellow Card Merchant" means any Yellow Card merchant, agent, location, store, or other third-party entity that offers Yellow Card Services and Funding Methods, including, but not limited to, Yellow Card gift cards, Yellow Card PINs, and Yellow Card account top-up and disbursement.
- General Use
2.1 Eligibility. To register an account and use Yellow Card Site & Services, you represent and warrant that you are at least eighteen (18) years old.
2.3 Identity Verification. Yellow Card Site & Services include features such as a Digital Currency Exchange, and as such, Yellow Card is required by law to collect and verify certain personal information for the purposes of identity verification, complying with applicable regulatory requirements and the detection of money laundering, terrorist financing, fraud, or other financial crimes. The personal information we are required to collect may include but is not limited to your name, telephone number, e-mail address, physical address, date of birth, taxpayer identification, government identification, and bank account information. This personal information may also be collected to increase account access limits. You represent and warrant that any information submitted to Yellow Card is authentic and accurate and that you will update Yellow Card if any applicable information changes. Yellow Card may use text message verification both at registration and login. You acknowledge and accept that standard text-messaging rates may apply, and Yellow Card is in no way responsible for these charges, nor will you be reimbursed for any such charges.
You authorize Yellow Card to, either directly or through third parties, verify your identity and/or protect against fraud and money laundering through any inquiries we deem necessary.
You further authorize any and all third parties to respond to any inquiries or requests directed their way. These inquiries may include but are not limited to, querying information contained in public records. In addition to providing this information, to facilitate compliance with global industry standards for data retention, you agree to permit Yellow Card to keep a record of such information for the lifetime of your account plus Five (5) years beyond account closing or any other period as may be permitted by the relevant law. You further authorize Yellow Card to make inquiries, whether directly or through third parties, that Yellow Card considers necessary to verify your identity or protect you and/or Yellow Card against fraud or other financial crimes and to take action Yellow Card reasonably deems necessary based on the results of such inquiries. If Yellow Card carries out these inquiries, you acknowledge and agree that your personal information may be disclosed to third parties such as the credit bureaus, financial crime agencies and so on; and that these agencies may respond to Yellow Card inquiries in full. This is an identity check only and should have no adverse effect on your credit score or rating.
Yellow Card may, in its sole discretion, suspend or permanently close your account for any reason, including, but not limited to, if you are suspected of violating this Agreement, providing fraudulent or falsified information, or using your account in a prohibited way or from a prohibited region. Yellow Card reserves the right to require additional verification on you at any stage and for any reason deemed necessary at Yellow Card's sole discretion.
2.5 Risks. The buying, selling, and exchanging of Digital Currency may involve significant risks, including large price fluctuations. Yellow Card is not responsible for any changes in the value of any Digital Currency bought or sold through Yellow Card Site & Services, including, but not limited to, slippage or unforeseen price changes between order placement and execution. Please carefully consider your own financial position before trading or holding Digital Currency and adequately research any Digital Currency you are considering buying or selling.
2.6 Prohibition of Use. By accessing and using Yellow Card Site & Services, you acknowledge and declare that you are not on any trade or economic sanctions lists, such as the United Nations Security Council Sanctions List and its equivalents, nor do you reside in any restricted territory or nation. Yellow Card maintains the right to select its markets and jurisdictions to operate and may restrict or deny its services to certain countries. The content of this Agreement shall not be excluded from the laws of the country under which the user belongs. Yellow Card maintains its stance that prohibited users are not to use or access Yellow Card and any of its services.
- Yellow Card Services
3.1.1 Yellow Card Services may evolve over time. At our sole discretion, we may change, replace or discontinue temporarily or permanently any of our Services at any time for any reason whatsoever, with or without notice to you. You may be restricted from using any of our Services that have been discontinued until such Service is reactivated by us. If the Service is permanently discontinued, we may, at our sole discretion, notify you through our website or other means as we deem appropriate.
3.1.2 Access to our services. Eligible Accounts in permitted jurisdictions may access and use our Services through the Yellow Card Site & Services. A Customer who is yet to meet the criteria of an Eligible Account may be allowed, at our sole discretion, to interact with our products and services but with reasonable restrictions, which may include but are not limited to restrictions on (1) sending Funds or Digital Currency to an external wallet hosted by a third party; (2) sending Funds or Digital Currency to another Yellow Card user; (3) withdrawing Funds or Digital Currency from Yellow Card platform etc. Yellow Card reserves the right to delay or deny Yellow Card Services to anyone if it believes, at its sole discretion, a risk of illegal activity, fraud, and/or money laundering.
3.1.3 Exchange rate. You understand and acknowledge that the Buy Price and Sell Price of a supported Digital Currency may not be the same at a given point in time. You agree to accept our Exchange Rate as the sole pricing metric in using Yellow Card Site & Services. If you choose to buy any Supported Digital Currency with any fiat currency other than the U.S. dollar, you agree to accept the foreign currency exchange rate ("Forex Rate" or "FX Rate") that Yellow Card provides for conversion to USD or any other applicable currency.
3.1.4 Service availability. Yellow Card does not guarantee the availability of any Yellow Card Services at any given time and reserves the right to limit access to features based on jurisdiction and any other reason.
3.1.5 Account Limits. Your account may be subject to transaction and volume limits while using all Yellow Card Services. You may view and increase your limits from your Yellow Card account under the "Limits" tab. If you require limits beyond the current amounts, please contact [email protected] Yellow Card may, at its sole discretion, change applicable limits associated with your account and/or require additional information to verify your account. Yellow Card may, at its sole discretion, refuse to raise your account limits even if you have submitted all required information. Any attempt to circumvent your account limits will be considered a violation of this Agreement and may result in the suspension or permanent closure of your Yellow Card account. Yellow Card reserves the right to charge you any costs and/or fees associated with verifying your information. Yellow Card will notify you in advance of any such charges accruing on your account.
3.1.6 Funding Options. Yellow Card offers many Funding Options to fit your needs. By using any Yellow Card Services or Funding Options, you agree to comply with this Agreement. By using any third-party Funding Options, you agree to comply with this Agreement and any applicable user agreements of the third-party company. Yellow Card does not guarantee the availability or refundability of third-party Funding Options. Yellow Card is not liable for any losses or other damages arising from the use of third-party Funding Options.
3.1.7 Service Fees. All Yellow Card Services may be subject to Service Fees. These Service Fees will be displayed to you on the Yellow Card Site before confirming a transaction. You may view applicable fees to your Funding Method and location on our fee structure page (https://yellowcard.io/fees/). When funding your account via a Yellow Card Merchant in select jurisdictions, the Yellow Card Merchant may add additional service fees to the transaction. Yellow Card reserves the right to, at its sole discretion, change its fee structure. Yellow Card may periodically make fee waivers and discounts available through promotions or other events for any reason. You acknowledge that third-party Funding Methods may charge different transaction fees (e.g. bank fees, transaction fees, or foreign exchange charges) separate from and unrelated to Yellow Card Service Fees. Yellow Card will not process a transaction if associated fees exceed the value of the transaction.
3.1.8 Settlement to Third-Party Wallet/Customer Bank Account. Where you request for a settlement or transfer of your Digital Currency to an external wallet hosted by a third party or a nominated Bank Account, Yellow Card’s obligation and responsibility on each transaction is discharged once the transaction is completed and the Digital Currency or Fiat Currency, as the case may be, is sent to the third party wallet or the nominated Bank Account. Yellow Card does not have access or control of transactions within a third-party wallet or the nominated bank account, you accept sole responsibility. Yellow Card shall not be liable for any loss arising from or in connection with any such transaction within the third-party wallet or the nominated bank account.
3.1.9 Wallet Accuracy and Cancellations. When sending Digital Currency from your Yellow Card Wallet or buying Digital Currency to be sent to your Personal Wallet, you are required to input your Personal Wallet's public address. IT IS IMPERATIVE THAT YOU PROVIDE AN ACCURATE, ACTIVE PERSONAL WALLET ADDRESS. PLEASE TRIPLE-CHECK YOUR PERSONAL WALLET ADDRESS. YELLOW CARD IS NOT RESPONSIBLE FOR DIGITAL CURRENCY SENT TO THE WRONG PERSONAL WALLET FOR ANY REASON.
You cannot cancel, reverse, or otherwise change any order or Funding Method, whether pending or completed. Only Yellow Card may, at its sole discretion and for any reason it deems necessary, refuse to process, reverse, or cancel any order, even after your Yellow Card account has been debited if: Yellow Card suspects the order may involve fraud, money laundering, illegal activity; in response to any court or government order; or you are suspected to be in violation of this Agreement. If an order is refused, reversed, or cancelled for any reason, Yellow Card is under no obligation to provide Yellow Card Services to you at the same price or on the same terms as the original order.
3.1.9 Lien. To secure the performance of your obligations under this Agreement, you grant Yellow Card a lien/ security interest (also known as a security cession) in and to your Yellow Card account balances. Yellow Card reserves the right to debit or credit your Yellow Card account to correct any errors discovered from previous transactions, including but not limited to buying or selling Digital Currency.
3.1.10 Cash-Out Services. Only Eligible Accounts can cash out the credit on their Yellow Card account ("Yellow Credit''), this may be done directly to their bank account, through mobile money operators at select locations, or through other available methods. Yellow Card may use a third-party payment processor to process any payment in any fiat currency between you and Yellow Card. Cash-out services are subject to Service Fees and availability.
3.2 Yellow Card offers the following services in connection with your Yellow Card Account;
3.2.1 Cryptocurrency Exchange.
220.127.116.11 Customers can receive, buy from and sell to Yellow Card supported Digital Currency on the Yellow Card platform subject to their transaction limits. Only Eligible Accounts can send supported Digital Currency to another Yellow Card user wallet or an external wallet on the blockchain.
18.104.22.168 Buying Digital Currency. Customers may purchase supported Digital Currency from Yellow Card on the Yellow Card platform after funding their account through any applicable Funding Methods.
Upon purchase, you authorize Yellow Card to debit your account in settlement of the Digital Currency Purchase Orders and acknowledge that a Service Fee may apply to all Purchase Orders in addition to the Buy Price.
Yellow Card will attempt to deliver the purchased Digital Currency to your Yellow Card Wallet or Personal Wallet as expeditiously as possible after the Purchase Order has been submitted and processed. You are aware and acknowledge that some Digital Currencies may result in longer delays depending on the liquidity of the market at any given time, delays in the network, and that the Buy Price of a Digital Currency is subject to fluctuation until the Purchase Order is completed and the Digital Currency has been sent to your Yellow Card Wallet or Personal Wallet. Yellow Card is not responsible for fluctuations or sudden changes in the Buy Price before or after a Purchase Order is submitted.
Yellow Card will make every reasonable effort available to complete your Purchase Order. In the rare event that Yellow Card cannot fulfil a Purchase Order for any reason, we will notify you and seek your approval before reattempting to complete your Purchase Order at the updated Buy Price.
22.214.171.124 Selling Digital Currency. Customers may sell supported Digital Currency to Yellow Card on the Yellow Card platform as a Funding Method. You authorize Yellow Card to debit your Yellow Card Wallet and credit your account in settlement of Digital Currency Sale Orders and acknowledge that a Service Fee may apply to all Sale Orders.
Yellow Card will attempt to credit your Yellow Card account for the Digital Currency sold as
expeditiously as possible after the Sale Order has been submitted and processed. You are aware and acknowledge that some Digital Currencies may result in longer delays depending on the liquidity of the market at any given time, delays in the network, and that the Sell Price of a Digital Currency is subject to fluctuation until the Sale Order is completed and your Yellow Card account has been credited. Yellow Card is not responsible for any fluctuations or sudden changes in the Sell Price before or after a Sale Order is submitted.
Yellow Card will make every reasonable effort available to complete your Sale Order. In the rare event that Yellow Card cannot fulfil a Sale Order for any reason, we will notify you and seek your approval before reattempting to complete your Sale Order at the updated Sell Price.
126.96.36.199 Coin Swap. The Coin Swap feature will provide an opportunity for cross-chain conversion of supported Digital Currencies. Customers may instantly swap cryptocurrency from one currency to another currency by providing Yellow Card with a request to convert one Supported Digital Currency into another Supported Digital Currency, which Yellow Card may, in its sole discretion, elect to accept or reject.
The Customer may place a swap order by specifying the type and amount of the Digital Currency the Customer wants to swap for another Digital Currency (a “Coin Swap Order”). Yellow Card may provide a non-binding quote for the conversion (a “Swap Quote”), which the Customer may accept or decline within such period as Yellow Card may, in its sole discretion, specify.
Without any reservation, it is the Customer’s sole responsibility to verify the competitiveness of the price and decide whether to accept the Swap Quote or not within the specified time. The customer’s acceptance of the Swap Quote (the “Customer Trade Request”) authorises Yellow Card to temporarily lock the Customer’s Digital Currency that is to be converted until the conversion is completed. Yellow Card may accept or reject the Customer Trade Request at its sole discretion, depending on market conditions and other factors, at the appropriate time.
Where Yellow Card accepts the Customer Trade Request, Yellow Card will guarantee the price (regardless of price movement) and the amount it provides to the Customer and will settle the Digital Currency accordingly.
The settlement is expected to be instant. However, it is possible that the settlement process may delay or completed within a longer timeframe, depending on various factors, including market conditions, technical issues, etc. In the course of settlement, the Customer cannot cancel the conversion or transfer, withdraw, or trade the Digital Currency that is being processed. Also, the Customer shall not send the Digital Currency to a third-party wallet outside Yellow Card during the conversion. Yellow Card shall not be held responsible for potential loss or opportunity cost in connection with any price change of the Digital Currency being processed during this settlement period.
The Customer should conduct independent research into different Digital Currencies before using this Service. The Customer bear full and sole responsibility for any profit or loss in connection with their use of this Service and shall indemnify and hold Yellow Card harmless.
Additional Yellow Card Services;
3.2.2 Yellow Pay.
188.8.131.52 Yellow Pay is a cross-border crypto remittance service that allows you to send and receive value cross-border. With Yellow Pay, the Sender sends a certain amount of funds in USDT (the “Transfer Amount”) through our cryptocurrency exchange platform (the “Exchange Platform”) to a designated recipient within the Exchange Platform (the “Receiver”) (each such transaction, a “Transfer”) who then liquidates the USDT for local fiat currency.
184.108.40.206 The Sender and the Receiver require a Yellow Card account to initiate and receive value, respectively. If the Receiver is a non-user at the time transfer is initiated by the Sender, an invite notification will be sent to the Reciever to sign-up and receive the funds sent. The Receiver consents and agrees to receive an invite notification for this purpose. The Receiver acknowledges and accepts that the invite notification is a transactional message sent on behalf of the Sender; it does not constitute marketing or promotional communication. The Receiver understands and accepts that account sign-up qualifies the Receiver as a Yellow Card Customer, and all terms and conditions applicable to a Yellow Card Customer apply to the Receiver.
220.127.116.11 Receiver acknowledges and accepts that only an Eligible Account can access funds withdrawal on Yellow Pay, and withdrawal is subject to transaction limits as mentioned in paragraph 3.1.5 above. The Receiver is solely responsible for ensuring that the Receiver meets the Eligible Account criteria to access funds withdrawal.
3.2.3 Cryptocurrency OTC Trade.
Yellow Card offers high-net-worth individuals and businesses the ability to buy and sell supported Digital Currency over-the-counter desk in large volumes. This is Yellow Card cryptocurrency wholesale trading desk. Before conducting a cryptocurrency OTC trade, you must separately read and agree to our Cryptocurrency OTC Master Trading Agreement and other Yellow Card trading Rules, as well as comply with Yellow Card identity identification and sanction screening requirements. Customers must agree to and execute the Yellow Card Cryptocurrency OTC Master Trading Agreement separately before engaging in a Trade.
3.2.5 B2B API Payment.
The B2B API Payment service allows businesses to provide on-ramp and off-ramp services to their customers in select jurisdictions. Businesses can collect and disburse funds to their customers through Yellow Card’s API. Before using this service, Businesses shall agree to and execute our Yellow Card API Contract separately.
3.2.6 Invest: Stock.
Yellow Card offers Customers an opportunity to invest and trade in fractional shares of publicly traded foreign companies at their convenience via the Yellow Card App. Additional terms and conditions apply.
- Account Use and Termination
4.1 Account Security. Yellow Card shall maintain appropriate organisational and technical measures to ensure customer data security, confidentiality, and integrity. However, you acknowledge and accept that you are entirely responsible for protecting your account information and any information relating to Yellow Card Site & Services, including, but not limited to, your password, email address, telephone number, Yellow Card PINs, Yellow Card gift card codes, and Funding Methods information. You are aware of phishing and spoofing attacks carried out through email and SMS, and you will carefully review Communications to ensure they are legitimate and originate from Yellow Card. Yellow Card assumes no responsibility for any loss that may be sustained due to a compromise of your account, your personal information, or failure to follow Communications delivered to you, or damages or interruptions caused by computer viruses, spyware, or other malware that may be contained in phishing attacks and messages. Always access your Yellow Card account directly through the Yellow Card Site to prevent unauthorised access to your account. If you believe your Yellow Card account has been compromised, you are uncertain about a message, or you suspect a phishing scam, please report the situation immediately to [email protected]
4.2 Hacking. You represent and warrant that your use of the Yellow Card Services and interactions with third parties comply with all applicable laws, regulations, and sanctions programs, among other legal or government mandates and requests. You agree not to attempt to damage, deny service to, hack, crack, exploit, reverse-engineer, or otherwise interfere (collectively, "Interfere") with the Site, the App, the Content and/or any other resources and services operated by Yellow Card, in any manner.
Customers who engage in this activity may have their accounts closed without notice and be banned from the platform. The Customer will be reported to relevant law enforcement authorities and prosecuted in accordance with applicable law. Yellow Card may also pursue civil claims against these Customers.
Yellow Card reserves the right to, at its sole discretion and without notice, block any transactions or suspend or permanently close any account believed to violate any of the above or a risk to Yellow Card.
Any automated means of accessing the Yellow Card Services not approved and provided by Yellow Card is expressly prohibited.
4.3 Account Suspension and Permanent Closure. Yellow Card may suspend, restrict, or permanently close your Yellow Card account for any reason deemed necessary, including, but not limited to, a court or authorised governmental agency order; suspicion of prohibited use; heightened legal or regulatory risk to Yellow Card; abuse of the Yellow Card account, system or promotions; or inability of our partners to support your Yellow Card account. You acknowledge and accept that Yellow Card is not required to notify you of our actions or the reasoning and that the decision may be based on confidential criteria and information.
Please contact [email protected] to retrieve your Yellow Credit from a permanently closed account. You may close your Yellow Card account at any time by contacting [email protected]
4.4 Limited License and Relationship. Yellow Card grants you a limited, revocable, non-exclusive, non-transferable license, subject to this Agreement, to access and use Yellow Card Site & Services. Any unapproved or unpermitted use of Yellow Card Site & Services is expressly prohibited. You agree you will not copy, distribute, license, modify, publish, reverse engineer, sell, transmit, or in any other way exploit the works or content of Yellow Card Site & Services in whole or part. Violating any portion of this Agreement may result in the termination of your Yellow Card account. "Yellowcard.io", "Yellow Card," "Yellow Card Financial", “Yellow Pay”, and all logos displayed on or related to the Yellow Card Site & Services are either trademarks or registered marks of Yellow Card or its licensors. Any imitation or use of the above without the prior written consent of Yellow Card is expressly prohibited. Yellow Card is an independent contractor for all intents and purposes. You and Yellow Card are not to be treated in any way as partners, joint ventures, or agents of the other, nor shall anything in this Agreement be deemed to infer such a relationship.
4.5 Third-Party Links. Yellow Card may, for your convenience, provide links to third-party websites and materials not controlled by us. References to third-party content are not considered an endorsement. You acknowledge and accept that Yellow Card is not responsible for any losses incurred due to action taken in response to or reliance on the information, services, or other materials contained in any third-party websites accessible from or linked to the Yellow Card Site.
4.6 Accuracy of Yellow Card Site Information. Yellow Card strives to provide accurate and updated information on Digital Currencies, Yellow Card Services, and other information on the Yellow Card Site. You acknowledge and accept that information on the Yellow Card Site, including, but not limited to, information on supported Digital Currencies, may not always be entirely accurate, complete, or current and may contain typographical errors. Yellow Card may change or update information on the Yellow Card Site, including, but not limited to, information regarding its policies and Yellow Card Services, without notice to you. You should independently validate and verify any information on the Yellow Card Site before relying on it, and Yellow Card shall have no liability for decisions based on information found on the Yellow Card Site.
4.7 Taxes. You acknowledge and accept that it is your sole responsibility to comply with any tax laws in your jurisdiction arising from the use of Yellow Card Services or Digital Currencies and to report and remit those taxes to the appropriate authorities.
4.8 Unclaimed Property. Funds held in your Yellow Card account may be considered unclaimed if Yellow Card cannot contact you and has no record of your use for several years. Yellow Card may be required by law to report and deliver these funds to the jurisdiction as unclaimed property. As permitted by law, Yellow Card reserves the right to deduct a dormancy fee or other related charges from unclaimed funds.
- Dispute Resolution
5.1 Contact. Please contact [email protected] or open a support ticket on the Yellow Card Site with any feedback, questions, or complaints relating to Yellow Card Site & Services.
5.2 Waiver of Class Action. Disputes arising under this Agreement will be settled in binding arbitration. You and Yellow Card hereby expressly waive trial by jury and the right to participate in a class action lawsuit or class-wide arbitration. The prevailing party in the proceeding is entitled to reasonable costs and attorneys' fees.
- General Provisions
6.1 Governing Law. This Agreement will be construed in accordance with and governed by the laws of the State of Alabama without giving effect to conflict of law principles.
6.2 Indemnification. You acknowledge and understand the meaning and legal consequences of the representations and warranties contained in this Agreement and hereby agree to indemnify and hold harmless Yellow Card and any affiliate of Yellow Card, and the officers, members, managers, associates, related entities, agents, and employees of Yellow Card and their affiliates, and any professional advisers to any of the above parties, from and against any and all loss, damage or liability (including costs and reasonable attorneys' fees) due to or arising out of a breach of any representation, warranty or acknowledgement of yours, your failure to fulfil any obligation contained in this Agreement or violation of any laws, rules or regulations, or the rights of any third party by you.
6.3 Limited Liability and No Warranty. ALL YELLOW CARD SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION. YELLOW CARD MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED OR MEET YOUR REQUIREMENTS OR EXPECTATIONS. YOU ACKNOWLEDGE AND AGREE THAT YELLOW CARD AND ANY AFFILIATE OF YELLOW CARD, THE OFFICERS, MEMBERS, MANAGERS, ASSOCIATES, RELATED ENTITIES, AGENTS, AND EMPLOYEES OF YELLOW CARD AND THEIR AFFILIATES, AND ANY PROFESSIONAL ADVISERS TO ANY OF THE ABOVE PARTIES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY DAMAGES, OR DAMAGES RESULTING FROM LOSS OF PROFITS OR OTHER INTANGIBLE LOSSES. YELLOW CARD AND THE PARTIES ABOVE SHALL NOT BE LIABLE FOR ANY AMOUNT GREATER THAN THE CREDIT VALUE ON YOUR YELLOW CARD ACCOUNT.
6.4 Survival. All provisions hereunder which are by their nature continuing and will survive the termination of this Agreement.
6.5 Force Majeure. Yellow Card shall not be liable for any failures or delays resulting from any situation beyond our reasonable control, including, but not limited to, civil unrest, government actions, earthquake, fire, flood, epidemic, other acts of God, equipment failures, and Internet outages.
6.6 English Language Controls. Notwithstanding any other provision of this Agreement, any translation of this Agreement is provided for your convenience. The meanings of terms, conditions, and representations herein are subject to the definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original English.
6.7 Assignment. You acknowledge and accept that you may not assign or transfer any rights or obligations granted under this Agreement. Any attempted assignment or transfer shall be void. Yellow Card reserves the right to freely cede rights and assign obligations in this Agreement to any third party without notice. Notwithstanding the foregoing, this Agreement shall bind you and your heirs, executors, administrators, guardians, personal representatives, or trustees in bankruptcy.
6.8 Severability. In the event that any provision of this Agreement is held to be unenforceable under applicable law, this Agreement will continue in full force and effect without such provision and will be enforceable in accordance with its terms.
6.10 Amendments. Yellow Card may, to the extent permitted by applicable law, amend the terms and conditions of this Agreement (or add additional terms) at any time by posting the amended terms on the Yellow Card Site, and any such amendment shall be effective upon such posting on the website. The amended Agreement shall be deemed accepted by you. If you do not agree to the amendments, your sole remedy is to immediately terminate use of Yellow Card Services and close your account. You agree that we shall not be liable to you or any third party for the loss suffered by modification or termination of Yellow Card Services or the suspension or termination of your Yellow Card account and access to Yellow Card Services. If an amendment is made for security purposes, Yellow Card may implement such amendment immediately, without prior notice to you and before the such change may be posted on the website.
6.11 Waivers. No provision of this Agreement may be waived except by a written document executed by the party entitled to the benefits of the provision. No waiver of a provision will be deemed to be or will constitute a waiver of any other provision of this Agreement. A waiver will be effective only in the specific instance and for the purpose for which it was given and will not constitute a continuing waiver.
Appendix A: Yellow Card Service Jurisdictions
You are not permitted to use Yellow Card Services unless you are a citizen or permanent resident of a Permitted Jurisdiction. Yellow Card is constantly expanding the reach of its services, and if your country, state, or jurisdiction is not currently included, Yellow Card is working diligently to add it. Please contact [email protected] with questions or requests. You are encouraged to sign up for a Yellow Card account from any country, state, or jurisdiction to receive updates regarding the availability of Yellow Card Services in your area.
Yellow Card Permitted Jurisdictions. Yellow Card currently allows users from all non-sanction countries to open accounts; however, Yellow Card Services may be limited or restricted in your jurisdiction.
Appendix B: E-Sign Consent
- Hardware and Software Requirements. Accessing and retaining Communications requires computer hardware and software, including, but not limited to, a valid email address, a web browser with cookies enabled capable of supporting at least 128-bit encryption, and sufficient storage space.
- Receiving Communications. All Communications received electronically will be considered "in writing" for all intents and purposes. You acknowledge and accept that any Communications are considered received 24 hours after they are posted to the Yellow Card Site or 24 hours after they are emailed to you unless Yellow Card receives notice that the email was not delivered.
- Updating Your Information. You acknowledge and accept that it is your responsibility to ensure your contact information, including, but not limited to, your email address, is accurate and current. You may update your information on your account or by contacting [email protected]. You acknowledge and accept that Communications not received due to inaccurate information or other technical errors on your end will be considered delivered.
Withdrawing Your Consent. You may withdraw your consent to receive electronic Communication by sending a request to [email protected]. You understand that a reasonable period of time may be necessary to process your request. When you withdraw your consent, Yellow Card reserves the right to close your account or charge additional fees for paper copies of Communications. This Appendix, pertaining to the electronic delivery of communications by Yellow Card, may occasionally be amended, and the revised version is effective immediately when posted on the Yellow Card Site.