TERMS OF SERVICE AGREEMENT

This Terms of Service Agreement (hereinafter, “TSA”) is between you (hereinafter, “You” or “User”), and Goyeta, Inc., a California corporation (“Goyeta”).

The TSA applies to the websites (including, but not limited to goyeta.com and GoldenYellowTassel.com), web applications, mobile applications and other products and services provided by Goyeta (collectively referred to as the “Services”).

1. Acceptance of terms.

By accessing, registering for and/or using the Services in any way, you accept and agree to be bound by all of the terms and provisions of this TSA; you also accept and agree to be bound by all of Goyeta’s policies and guidelines, including but not limited to Goyeta’s Privacy Policy, and other policies and guidelines which are hereby incorporated into this TSA by reference. In addition, some particular services offered by Goyeta may be subject to additional terms and conditions, as specified by Goyeta from time to time; your access, registration for and use of such services is subject to those additional terms and conditions, which are incorporated into the “TSA” by this reference.

2. Access to, registration for and use of the Services.

2.1. You represent that you are at least 13 years of age, that you are authorized to enter into the TSA, and that you are authorized to access, register for and use the Services. Children younger than 13 years old are not authorized to access, register for and/or use the Services.

2.2. You shall access, register for and/or use the Services solely for your own benefit or the benefit of our employer and not on behalf or for the benefit of any other third party.

2.3. To access certain Services, you must register and create an account with Goyeta. If you decide to register and create an account with Goyeta, you represent that you will provide accurate, up-to-date information about you and your employer, as requested in Goyeta’s registration forms. You also specifically represent that you will provide your true first and last names and your regular email address to Goyeta. Use of aliases, false identities and/or ad-hoc email addresses is prohibited while accessing, registering for and/or using the Services.

3. User responsibilities.

3.1. You agree to:
(a) create user accounts only for you (as a physical person) and/or your employer;
(b) use your and your employer’s true names, addresses and accurate, up-to-date contact information;
(c) access the Services only through the access points, gates, interfaces and functionality provided by Goyeta, without attempting to circumvent or bypass any such gates, interfaces or functionality; and
(d) fully adhere to this TSA and all rules, policies and guidelines of Goyeta, as well as to all applicable federal, state and local laws, rules and regulations.

3.2. You agree not to:
(a) violate any federal, state or local laws, rules and regulations or commit any unlawful, abusive or fraudulent acts;
(b) use the Services for any purpose prohibited by the TSA, rules, policies and guidelines of Goyeta;
(c) upload to Goyeta’s websites, applications and servers any infringing, defamatory, obscene, harmful, misleading, hateful, threatening or other inappropriate or illegal information, documentation, images or digital files;
(d) create an alias or false identify, misrepresent your identity, your employment history, education, qualifications or associations / affiliations with any third parties;
(e) register for the Services or create an account on behalf of any party, other than yourself (a physical person) or your employer;
(f) take any steps or make any attempts to reverse-engineer, disassemble, decipher, copy, reproduce, create derivative works of, compile, translate, sell, lease or distribute in any way the Services, interfaces, algorithms, database schemas, source code, configurations, or other functionality or technology provided by Goyeta; and/or
(g) develop, create or use any software, crawlers, robots, browser plugins, scripts, data harvesting tools or any other technology, or take any other actions, to (i) circumvent or bypass any security measures or access control limitations adopted by Goyeta, (ii) harvest, scrape or compile any information or data from the Goyeta, (iii) automatically download or upload any content or digital files to or from Goyeta’s websites and/or (iv) disrupt the Services in any way.

4. Indemnification.

You agree to reimburse, defend, indemnify and hold harmless Goyeta and its directors, officers and employees and their respective successors and permitted assigns from and against any and all claims, actions, causes of action, liabilities, losses, costs, expenses, or damages, which directly or indirectly arise out of or relate to: (a) your breach of any of your representations, promises, agreements, or obligations set forth in this TSA and/or, (b) any of your illegal, fraudulent or misleading actions while using the Services or any resulting information, data, digital files, documents and other content.

5. Information, data and content.

5.1. Your Content. You remain the owner of any electronic files, documents and other content that you provide to Goyeta. However, to be able to provide our services to you, we need your permission to copy, store, transfer and otherwise process your content. Therefore, you hereby grant a non-exclusive, worldwide, sub-licensable license to Goyeta to use, copy, process, modify, transfer via electronic networks, store, distribute and publish your information, files, documents and other content without any further consent from you or the need for Goyeta to provide any notice to you and without any compensation or payments to you or any third parties. The license is subject to the following limitations:
(a) We will use, copy, process, modify, transfer, store, distribute and publish your content only as needed to make the Services available to you and to ensure functionality and quality of the Services;
(b) You may terminate this license for any specific content at any time, by deleting such content from our websites or applications; and
(c) This license will automatically terminate when your account is closed or the TSA is terminated for any reason.

5.2. Goyeta’s Content. The Services feature and provide general educational and professional information, statistics, analytics, reports and other information, documents and data. Goyeta hereby grants you a limited license to access and make personal use of the Services. You may access, copy, download and print the information, documents, data and other content provided by the Services for your personal use. You may not distribute, sell, lease, transfer to third parties, compile, or publish any of Goyeta’s content. You may not modify or delete any trademark, copyright, or other proprietary notices that may appear in such content. This license will automatically terminate when your account is closed or the TSA is terminated for any reason.

6. Electronic communications.

6.1. Whenever you access or use the Services, submit electronic forms or send emails to Goyeta, you are communicating with Goyeta electronically. You therefore consent to send and receive any communications related to your use of the Services electronically. Goyeta will communicate with you by posting agreements, updates, disclosures, notifications, information and alerts on its websites or mobile applications or by sending you emails or other electronic messages.

6.2. You agree that all agreements, updates, disclosures, notifications, information, alerts and other communications that are provided to you electronically are legally sufficient as written communications. You further agree that any email communications sent by Goyeta to any email address provided by you to Goyeta shall be deemed delivered and effective at the time such communications were sent.

7. Intellectual Property rights.

7.1. Goyeta reserves all of its trademark, copyright and other intellectual property rights in the Services. Using the Services does not give you any ownership rights in the Services or any of the data, information, software, images, documents and other content available through the Services.

7.2. Goyeta owns the trademarks GOYETA, GOLDEN YELLOW TASSEL, GOLDEN YELLOW TASSEL (design), and other trademarks. Any use of such trademarks, or confusingly similar marks, by you or any third parties without Goyeta’s express written authorization is prohibited.

8. No warranties or guarantees of accuracy or completeness.

8.1. Goyeta provides the Services on an “AS IS” and “AS AVAILABLE” basis. Goyeta makes no representations and extends no warranties of any kind, either express or implied, including without limitation, warranties of merchantability, non-infringement, exclusivity, or fitness for a particular purpose.

8.2. Goyeta does not guarantee the accuracy, completeness or authenticity of any information, statistics, reports, data or other content available via the Services. You understand and agree that you will access and use any of the information, statistics, reports, data or other content at your own risk and that you will be solely responsible and liable for any damages or losses sustained by you or any third party resulting from your access and use of any such information, statistics, reports, data or other content.

8.3. Goyeta provides trademark search engines, automated trademark recommendation engines, and other automated intellectual property monitoring technology and engines that generate and provide computer-generated analysis, recommendations, predictions, statistics, analytics, reports and other data. Any such data is provided as preliminary unverified data only. Goyeta cannot guarantee accuracy, completeness or authenticity of any such data or other results. You will access and use said engines and technology and resulting information, data, reports, analytics and statistics at your own risk. Goyeta’s automated engines, technology and computer-based algorithmic services are not a substitution for an attorney. You should always consult a qualified attorney before selecting, adopting, or using any trademarks, brands or other intellectual property.

8.4. Goyeta provides various technology-based services related to managing legal matters, files, portfolios and deadlines, including automated portfolio management, docketing, infringement monitoring and other services. All such services are supplementary in nature only and are not indented to replace or substitute the services of qualified attorneys, paralegals, docketing specialists and other legal specialists. You will use the Services at your risk and it will remain your sole responsibility to ensure the accuracy of any deadlines and other docketing and status information pertaining to your matters, portfolios and cases. Goyeta’s services are not a substitution for any legal or paralegal services. You should retain a qualified attorney to manage your legal matters, portfolios, cases and deadlines.

9. Modification, suspension and termination of services.

9.1. You may close your account with Goyeta and delete your content from its websites and applications at any time and for any reason, upon proving a written notice to Goyeta.

9.2. Goyeta reserves the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) at any time, with or without notice. You agree that Goyeta shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services (or any part thereof).

9.3. Goyeta may immediately terminate, limit your access to or suspend your Goyeta account and access to the Services without any prior notice to you if any of the following occurs:
(a) you breached or violated any terms of this TSA or other incorporated agreements, policies or guidelines;
(b) you engaged in any fraudulent or illegal activities;
(c) nonpayment of any fees that you owe for using the Services;
(d) discontinuance or material modification to the Services (or any part thereof) and/or
(e) technical, technological or security problems.

9.4. If the Services were terminated for any reason, then (a) all your account information, passwords, your digital files and other content will be permanently deleted from Goyeta’s websites, applications and servers; and (b) you will be entitled to a full reimbursement of any fees you paid for the unused services beyond the termination date.

9.5. If the Services were terminated by Goyeta’s decision and without your fault, you will be allowed 15 calendar days to download and save your content from Goyeta’s websites and applications to your local computer.

9.6. If your account was closed or the Service terminated because of your breach of the TSA or any illegal or fraudulent activities, then all your access to the Services may be blocked instantly and you may not be allowed to copy, download or save any of your content.

10. Limitations of liability.

10.1. To the fullest extent permitted by applicable law, Goyeta, its owners, shareholders, directors, officers, agents and affiliates shall not be liable for any damages caused by Goyeta, its owners, shareholders, directors, officers, employees, affiliates or agents, in excess of the fees paid by you to Goyeta for the Services.

10.2. You also specifically agree that Goyeta, its owners, shareholders, officers, employees, affiliates or agents shall not be held responsible or liable for any indirect, incidental, special, consequential, exemplary or punitive damages.

11. Links.

Goyeta’s websites and applications may include links to third-party websites. You understand that the mere presence of any such links on Goyeta’s websites or mobile applications does not indicate or imply that Goyeta is affiliated with any such third parties or that Goyeta endorses any such third party websites or any views and opinions expressed on such websites.

12. Assignment.

You may not assign any of your rights or obligations under this TSA, in whole or in part, without Goyeta’s written prior consent, and any such attempted assignment will be void and unenforceable. Goyeta reserves the right to assign any of its rights or obligations under this TSA, in whole or in part, to any third party at any time at its own discretion, with or without notice.

13. Entire agreement.

This TSA, along with the Privacy Policy and other policies, rules and guidelines, as incorporated by reference above, constitutes the entire agreement between you and Goyeta with respect to the subject matter of this TSA and supersedes all previous understandings and agreements between you and Goyeta, whether oral or written.

14. Future amendments.

You acknowledge and agree that Goyeta may at any time and at its sole discretion modify, amend, add or remove any provision or portion of the TSA, including any policies incorporated herein by reference. Every time this TSA is changed or amended, Goyeta will notify you by posting the amended TSA on its website or by sending you an email or other electronic communication. If you do not accept any such future changes or amendments, you may close your Goeyta account and stop accessing and using our services. Your continuous access to and usage of the Services constitutes your acceptance of the amended TSA.

15. Severability of agreement and ambiguities related to drafting.

15.1. If any part, section, term or provision of this TSA is held by an arbitrator or court of competent jurisdiction to be invalid or unenforceable for any reason, the validity of the remaining parts, sections, terms or provisions of this TSA shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if this TSA did not contain the particular part, section, term or provision held to be invalid.

15.2. Any ambiguity created by this TSA shall not be construed against Goyeta.

16. Dispute resolution.

16.1. This TSA, and all disputes, complaints and claims arising from or related to the TSA, shall be governed, interpreted and construed in accordance with the laws of the State of California.

16.2. To the fullest extend allowed by law, any and all disputes, complaints and claims arising from or related to the TSA or the Services shall be resolved by final and binding arbitration. The arbitration shall be administered by the American Arbitration Association under its Commercial Mediation Procedures in Los Angeles County, California USA.

16.3. You acknowledge and agree that, to the fullest extend allowed by law, you must initiate any dispute, complaint or claim within six (six) months after the cause of action subject to that dispute, complaint or claim arouse; otherwise, all disputes, complaints or claims arising from or related to that cause of action shall be permanently barred.

16.4. To the fullest extend allowed by law, any and all arbitration and resolution of disputes, complaints and claims between you and Goyeta shall take place on an individual basis; class actions are not permitted.

17. How to contact us.

If you have any questions about this Terms of Service Agreement, please contact us by email at info@goyeta.com.

This Terms of Service Agreement is effective as of September 18, 2017.