1. This YONTRAS AGENT CONTRACT (the “Agreement”) constitutes a legally binding agreement between Yontras and you.

The following terms when used in this Yontras Agent Contract, or any document referred to herein, shall have the following meaning. Unless the context otherwise clearly indicates, words used in the singular include the plural, the plural includes the singular, and the neuter gender includes the masculine and the feminine.

“Agreement” means this Yontras Agent Contract and the Terms and Conditions herein;

“Offer” means any of the individual offers comprised in the Marketplace;

“Marketplace” refers to the products and services listed on behalf of Rewards Partners and available for referrals by Agents and for redemption by customers via the relevant procedures detailed on the Website, consisting of information and advertising services, content and transaction capabilities provided by Yontras, Rewards Partners of Yontras, Agents and other third parties. Where applicable in this Agreement any reference to usage, receipt or provision of the Marketplace shall be deemed to include any access to and/or usage of the Website;

“Rewards Partner” means the provider of any Offer to the Marketplace;

“Referral Reward” means incentive given by the Rewards Partner to the Customer and the Agent for the successful Order. This could be in the form of cash, vouchers, free services or other rewards;

“Referrals Programme” means the referrals programme as operated by Yontras via the Website, consisting of the capabilities of the Agents to refer, promote and market, the Offers from Reward Partners listed on the Marketplace to potential Customers and Agents for a reward upon the redemption of the Offer, and the information and advertising services, content and transaction capabilities provided by Yontras, affiliates of Yontras, Reward Partners and other third parties.

“Agent” means an approved member of the Yontras Referrals Programme that is able and actively refers Offers to Customers;

“Customer” means a user of the Marketplace that redeems an Offer without signing up to become an Agent;

“Yontras” means The Referrals Agency Limited, a company registered in England and Wales with registered office at 32 Cubitt Street, London WC1X 0LR, United Kingdom trading as Yontras;

“Membership” means the relevant levels of use of the Marketplace and Referrals Programme by Agents and Customers who have registered to the Website;

“Membership Fee” means the fee charged to Agents for the use of the Referrals Programme;

“Guest” means a Customer that makes an Order without registering for a Membership;

“Order” refers to any Offer as redeemed by the Agent or Customer from the Marketplace;

“Web” means the public internet;

“Website” means any of the websites operated by Yontras for the provision of the Offers, including, but not limited to www.yontras.co.uk, www.yontras.co.uk and www.thereferralsagency.com.

“You” means you, the end user of Yontras, the individual Agent. “Your” shall be construed accordingly.

BY CHECKING THE BOX STATING THAT YOU HAVE READ AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AS PART OF YOUR REGISTRATION WITH YONTRAS, YOU AGREE AND CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING ANY CHANGES TO THIS AGREEMENT OR ADDITIONAL POLICIES INCORPORATED BY REFERENCE WHICH YONTRAS MAY MAKE IN ITS SOLE DISCRETION IN THE FUTURE, FOR AS LONG AS YOU USE THE YONTRAS SERVICES.

Subject to the terms and conditions of this Agreement, Yontras hereby grants to You a non-exclusive, revocable, right and license, without right to sublicense, to use Yontras’s proprietary online platform, including without limitation the website located at http://www.yontras.co.uk, any services offered on or through such website, and any servers, computers or networks used to provide such website (the ” Yontras Services”) for the purposes set forth in this Agreement. In the event You transfer Your account or ownership of any Product, as defined below, You shall ensure that any purchasers or assignees are bound by the terms of this Agreement.

In addition to any other rights or remedies afforded Yontras under or otherwise in connection with this Agreement, You agree and acknowledge that You have read and agree to comply with the following policies which are hereby incorporated by reference into, and made a part of, this Agreement:

• Yontras General Terms and Conditions
• Privacy Policy

2. • You will be required to register for an account in order to use certain Yontras Services. When You provide information during the registration process, You agree to provide only true, accurate, current and complete information and to update it as necessary to maintain its truth and accuracy.

1. If You register for a Yontras account, You agree to accept responsibility for all activities that occur under Your account or password, if any, and You agree You will not sell, transfer or assign Your subscription or any subscriber rights. You are responsible for maintaining the confidentiality of Your password, if any, and for restricting access to Your computer (or other Internet access device, as applicable) so that others may not access the password protected portion of the Yontras Services using Your account information in whole or in part. Yontras reserves the right to terminate Your account or otherwise deny You access in its sole discretion without notice and without liability.

3. REFERRING PRODUCTS.If You refer, promote, market or otherwise advertise (“Refer” or a “Referral”) any product which is registered as an Offer via the Yontras Services, either by You or by another Rewards Partner, whether via the Yontras Services or via any other online or offline channel or medium, including for the purpose of earning a Referral Reward of any Offer redeemed as a result of such Referral, You agree, acknowledge, represent and warrant that:
   • You will abide by Yontras’s Return and Cancellation Policyand You will establish Your Rewards Partner Return Policy as set forth below.

1. When You Refer an Offer, You will use the applicable Reward Partner’s trademarks, logos, trade names or service marks in accordance with such Reward Partner’s trademark guidelines, which will either be supplied by Yontras or set forth in the Reward Partner Promotional Messaging Guidelines, if applicable.
2. You will not make any unlicensed or unauthorized use of, or otherwise infringe, violate or misappropriate any patent, copyright, trademark, trade secret, right of privacy, right of publicity or other intellectual property or other proprietary right (collectively “IP Rights”) of any entity or individual.
3. You will not interfere with or manipulate rankings of the Marketplace (as defined below in Section 4(d)), tracking of Referral Rewards, or the normal flow of traffic to, through, or from the Yontras Services.
4. If You Refer Offers or Brands in a high risk industry, You must be in compliance with Yontras’s Additional Terms and Conditions provided to You, which are incorporated into this Agreement by this reference, at all times.
5. You will not Refer violence, sexually explicit materials, Offers from any website, blog, social network, forum or other medium that contain, host or promote illegal content or material, illegal activities, alcohol, tobacco or prescription drugs, discrimination based upon race, sex, religion, nationality, disability, sexual orientation or age.
6. You will not Refer any Offers to children under the age of sixteen (16).
7. You will not defame any person.
8. You will not include any trademarks or other brand identifiers, or any copyrighted materials, other than as expressly permitted by this Agreement.
9. You will not incorporate any variation of or misspell any third-party trademarks or other brand identifiers in any domain name, username or other identifier, including on any social networking site.
10. You will not in any way copy the “look and feel” of any third party website, or otherwise imply that the Referral is in fact a third party website.
11. All communications and/or representations made by You in connection with any Referrals and/or in relation to any Offer will be accurate and contain all disclosures and disclaimers necessary to prevent such Referrals from being false or deceptive. Such disclosures and disclaimers must be made in a clear and conspicuous manner, and will otherwise comply with Your country’s laws including policies set by the relevant regulatory bodies operating in England and Wales.
12. Yontras reserves the right but is not obligated to review Your Referrals. You agree that Yontras, in its sole discretion and at any time, may require changes to Offer Referral and delivery pages, customer support or other items related to the content of Your Referrals.
13. You will provide valid contact information, including but not limited to a working email address and phone number, where Yontras can send inquiries and receive a non-automated reply by end of the following business day.
14. Yontras does not independently review, verify, guarantee, or assume any responsibility or liability for, the accuracy, completeness, efficacy, or timeliness of any information provided by Rewards Partners, nor is it responsible for any bonuses, prizes or other incentives offered by Rewards Partners in the ” Rewards Partner Spotlight,” as described in this Agreement, or otherwise offered by Rewards Partners via the Yontras Services. Your use of any information presented by a Rewards Partner is voluntary, and Your reliance is at Your sole risk. You acknowledge and understand that Yontras does not verify statements, claims, incentives or promotions made by Rewards Partners in the Rewards Partner Spotlight or otherwise made by Rewards Partners via the Yontras Services.
15. You will comply with all applicable laws, rules and regulations.

4. SELLING PRODUCTS.If You register any Offers for sale via the Yontras Services, You agree, acknowledge, represent and warrant that:
   • All Offers You register via the Yontras Services must be approved by Yontras prior to You being able to sell the Offers through the Yontras Services. In certain circumstances, Yontras may require You to modify your Offers prior to being approved or prohibit your Offers from being sold via the Yontras Services, in Yontras’s sole discretion. Yontras’s approval or modification of your Offer is not an endorsement of your Offer or of any modification, and Yontras is not liable for any modification.

1. All Offers You register via the Yontras Services, and the offering and sale thereof via the Yontras Services, comply with all of Your country’s laws, all laws of any country to which your product may be shipped, and all applicable England and Wales laws and regulations.
2. Your Offers do not involve downloading software on the computer of a person or entity purchasing an Offer (the “Customer”) unless a purchase is completed or You provide the Customer a clear and conspicuous disclosure describing all of the software being downloaded, its functionality and You obtain express consent prior to any such downloads.
3. Without further conditions or limitations, You authorise Yontras to list any Offer You register via the Yontras Services in the online, searchable marketplace of Offers made available via the Yontras Services (the “Marketplace”); and make it available for sale to Customers and/or for the persons and/or entities that Refer the Offers made available via the Marketplace (the “Agents”) at the price designated by Yontras (“Retail Price”) after taking into consideration Your suggestions regarding such Retail Price, including any applicable sales tax.
4. You will provide valid email addresses to which Customers or Yontras can send inquiries and receive a reply by end of the following business day. Customers and Yontras must also be able to receive a non-automated response within one business day, when necessary.
5. You will notify Yontras of any regulatory or legal complaints, or threats of such complaints, that You receive in connection with or in relation to an Offer within two business days of Your receipt of such complaint. You shall assist Yontras, at Your sole cost and expense, in taking any necessary or appropriate actions reasonably requested by Yontras to respond to and/or resolve such complaints.
6. Yontras will collect and remit state or local transfer taxes for any retail transaction (including but not limited to sales or use tax) where it believes it is legally required to do so. Where Yontras does not collect and remit state or local transfer taxes on a transaction, You may have the legal obligation to pay such taxes. Such obligation may arise as a result of Your existing or past physical contacts with a state (including but not limited to Your provision of a “drop ship” delivery of the physical Offer to a Customer). You may wish to consult a tax professional to determine if You will have this type of obligation. You agree that if such an obligation arises, You will be solely responsible for the timely payment of such tax and any interest or penalties.
7. If You use the Rewards Partner Spotlight platform or the Yontras Services to communicate with Agents about Your Offers, You agree that all statements or messages communicated by You via the Rewards Partner Spotlight or Yontras Services constitute Referrals under this Agreement and are subject to all applicable terms and obligations thereto. Additionally, and without limiting any other restriction contained herein, You will not use the Rewards Partner Spotlight or Yontras Services to: (i) make any false or deceptive statement or claim regarding Your Offers or sales of Your Offer; (ii) offer any Referral Rewards or incentives to Agents unless You intend to fulfil such Referrals Rewards or incentives; (iii) offer any Referral Reward or incentives to Agents unless You affirmatively state that they are offered only by You and not by Yontras; or (iv) suggest in any way, whether express or implied, that Your Offer(s) are endorsed, approved or sponsored by Yontras in any way. Yontras reserves the right to suspend Your ability to use the Rewards Partner Spotlight or Yontras Services at any time.
8. If and to the extent You use third parties to provide Offers, You and such third parties must be in compliance with all terms of this Agreement, and You are responsible for all acts and omissions of such third party.
9. All Rewards Partners must include the required disclaimers and comply with the requirements set forth.
10. No account may have more than 100 Joint Venture contracts. Accounts with more than 100 Joint Venture contracts are subject to review and potential corrective actions, as determined in Yontras’s sole discretion. If, in Yontras’s sole discretion, you abuse the joint venture program, including for the purpose of avoiding the payment of negative balances, Yontras may terminate your account, terminate your access to the joint venture program, or take any other corrective measures it deems appropriate.
11. You will comply with all applicable laws, rules and regulations.
12. You will establish an appropriate return, replacement and/or cancellation policy for Your Offers (“Rewards Partner Return Policy”). Your Rewards Partner Return Policy must fall within the range of “no refunds” to allowing refunds or replacements up to sixty (60) days after the date of purchase (e., a 30-day refund policy or a 45-day refund policy would each be acceptable, if appropriate). If You believe that a Rewards Partner Return Policy longer than sixty (60) days after the date of purchase is appropriate for Your Offer, Yontras will review such a request, and in its sole discretion, may allow an extended Rewards Partner Return Policy. You can only provide such an extended Rewards Partner Return Policy with Yontras’s written consent.

You will ensure that the Rewards Partner Return Policy is clearly and conspicuously posted for customers to review prior to purchasing Your Offer.

Yontras reserves the right to alter or override Your Rewards Partner Return Policy if You abuse Yontras’s flexible Return and Cancellation Policy, if Your Rewards Partner Return Policy is not appropriate for the Offer(s), if the returned or charged back sales (defined in the Accounting Policy) are excessive, or for any other reason Yontras deems appropriate, in its sole discretion.

5. AVAILABILITY OF SERVICES; SUSPENSION; TERMINATION.You agree and acknowledge that:
   • Subject to the terms and conditions of this Agreement and Yontras’s policies and procedures, Yontras shall use commercially reasonable efforts to provide the Yontras Services in a manner that will not disrupt Your business. You acknowledge and agree that from time-to-time the Yontras Services may be inaccessible or inoperable for reasons including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs that Yontras may undertake from time to time; or (iii) causes beyond the reasonable control of Yontras or that are reasonably unforeseeable by Yontras, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that Yontras is not liable for any periodic interruptions in availability of the Yontras Services and further acknowledge that Yontras does not guarantee access to the Yontras Services on a continuous and uninterrupted basis.

1. Yontras may decline, delist or halt sales or Referrals of any Offer from the Yontras Marketplace, suspend funds, adjust Commissions based on performance, close an account, and/or suspend or terminate the Yontras Services at any time, in its sole discretion, without cause or notice to You or any penalty or liability for doing so.
2. Yontras, in its sole discretion, may suspend or terminate Your account and Your rights to use the Yontras Services and Yontras may retain any or all funds (including future funds that may accrue) in Your Yontras account, if: (i) Yontras suspects or has reason to believe and/or if a person otherwise claims that You have violated the law or breached any term of this Agreement; (ii) Your account becomes dormant as defined in our Accounting Policy; (iii) or Your account experiences or is reasonably anticipated to experience a negative balance. Upon such termination, You agree to immediately cease all use of the Yontras Services and Yontras intellectual property licensed in Section 8(b) of this Agreement. Without limiting the foregoing, Yontras shall have the right to immediately terminate Your access and use of the Yontras Services, or any portion thereof, and to seize funds in your account, in the event of any conduct which Yontras, in its sole discretion, considers to be unacceptable.
3. Following suspension or termination of an account or retaining of funds pursuant to this Section 5, Yontras will review Your account in a manner determined by Yontras in its sole discretion. You agree to cooperate with this review if asked. If the review concludes that there is a reasonable basis to believe misconduct has occurred, You agree that Yontras may retain funds in Your Yontras account as liquidated damages and/or for the benefit of Yontras or third parties affected by the misconduct. You acknowledge and agree that such liquidated damages: (a) are not a penalty, and (b) are reasonable and not disproportionate to such presumed damages to Yontras.
4. Yontras may withhold any portion of the funds in Your Yontras account if Yontras, in its sole discretion, determines such action is necessary to secure payment for, performance of, and/or assurances regarding any liabilities, obligations, or indebtedness You may have incurred with Yontras or any other Person.

6. EMAIL, TEXT MESSAGES AND TELEMARKETING.
   • If You send, or cause to be sent any emails in connection with the direct or indirect Referrals or redemption of any Offer and/or Your use of the Yontras Services, then You agree, acknowledge, represent and warrant that all such Emails shall be in compliance with all applicable laws and regulations regarding the use of electronic messages, including without limitation the laws concerning spam, pornography, unsolicited marketing and children online protection.

1. You shall not directly or indirectly exploit documented or undocumented security holes on any client or server machine or obtain email addresses via automated means or send any email to any address which was obtained via automated means or the use of spyware, viruses, or other means of bypassing system security or invading consumer privacy.
2. You may not, directly or indirectly, send, initiate or procure the sending of any text message, or use or procure the use of any telemarketing activities, to Refer or sell Offers, unless You have received prior written approval from Yontras. If You receive such approval and You send, or cause to be sent, any text messages or use or procure telemarketing activities in connection with the direct or indirect Referrals or sale of any Offer and/or Your use of the Yontras Services, then You represent and warrant that all such text messages or calls will be in full-compliance with all applicable laws and regulations that apply to sending electronic messages and using telemarketing activities

7. API REQUIREMENTS.Your use of Yontras’s Application Programming Interface (“API”) is subject to the API Terms of Service.

8. YONTRAS’S IP RIGHTS.
   • Except as set forth in Section 8(b) below, You may not use Yontras’s name, trademarks, service marks or any other IP Right of Yontras in any manner whatsoever to suggest association or affiliation with or endorsement by Yontras without the express prior written consent of Yontras, which Yontras may withhold at its sole discretion. Promotional use of images or reproductions of payment cheques issued by Yontras without the express, written consent of Yontras is prohibited.

1. Subject to the following terms and conditions, during the term of this Agreement Yontras grants You a limited, revocable license to use Yontras’s name: (i) as a watermark, Internet search engine description, keyword, search term or seeding element with any Internet search engines or keyword-triggered advertising programs; (ii) in metatags or hidden text (iii) as a sub domain or second or third level domain name identifier; (iv) to identify Offers or (v) in connection with Referrals. 
   
   
   
   1. Yontras may revoke the foregoing license and/or provide restrictions upon Your use of Yontras’s name, including requiring the use of such disclaimers as Yontras may provide, in connection with Your use of Yontras’s name, at anytime and for any reason in Yontras’s sole discretion.
   2. Failure to comply with any restrictions imposed by Yontras upon Your use of Yontras’s name or failure by You to immediately cease all use of Yontras’s name if so instructed by Yontras shall constitute (1) a breach of the limited license set forth in this Section 8(b); and (2) a breach of this Agreement. In such case, Yontras reserves the right to pursue any and all remedies available to it at law or in equity.
   3. You may not use or display Yontras’s name in any manner to disparage Yontras or the Yontras Services.
2. Notwithstanding the limited revocable license set forth in Section 8(b) above, as between the parties, Yontras shall be and remain the sole owner of all right, title and interest in and to the Yontras Services (including, without limitation, all IP Rights therein) and any other IP Rights, materials or other properties owned, licensed or controlled by Yontras, and You hereby assign to Yontras all right, title and interest You may be deemed to have therein. All rights not specifically granted to You under this Agreement are expressly reserved by Yontras.

9. CONFIDENTIALITY & NON-DISCLOSURE OBLIGATIONS.
   • In connection with this Agreement, Yontras may disclose to You and/or You may otherwise receive or have access to sensitive, confidential, and/or proprietary information of Yontras (collectively, “Confidential Information”), including, but not limited to (a) the identities of other Reward Partners or Agents of Yontras (collectively, “ Yontras Clients”); (b) physical and data security information; (c) technical data; (d) Yontras Marketplace statistics and sales data; and/or (e) know-how or business information relating to business processes, methods, or marketing strategies. Except as required to perform Your obligations under and in accordance with the terms of this Agreement, You shall not (i) disclose the Confidential Information to any Person, or (ii) use the Confidential Information (whether for Your own benefit or the benefit of any other Person), without the express prior written consent of Yontras. You may not use any Confidential Information for the purpose of soliciting, or to permit others to solicit, Yontras Clients to subscribe to any other services or promote the sale of any products which compete, either directly or indirectly, with Yontras or the Yontras Services, including without limitation the functionality offered by the Yontras Marketplace. You agree and acknowledge that Yontras may be required to provide to governmental agencies or other third parties information in its possession regarding You or the business You conduct with Yontras.

1. Yontras does not invite and cannot accept any ideas or information You consider to be confidential and/or proprietary. Except with respect to Your personally identifiable information (as expressly provided for in the Yontras Privacy Policy, any suggestions, submissions, comments, ideas, concepts, know-how, techniques material or feedback conveyed, offered or transmitted by You to Yontras, or otherwise in connection with the Yontras Services (collectively, the “Submissions”), shall be deemed to be non-confidential and non-proprietary and Yontras shall have no obligation of any kind with respect to such Submissions, unless otherwise expressly agreed to in a writing executed by You and a duly authorised officer of Yontras. You hereby grant to Yontras and its licensees a worldwide, perpetual, non-exclusive, fully-paid, royalty-free, transferable right and license, with right to sublicense, to reproduce, publicly display, distribute, perform, transmit, edit, modify, create derivatives works of, publish, sell, commercially exploit, use, and disclose the Submissions for any purpose and in all forms and all media whether now known or to become known in the future. Yontras shall have no obligation to compensate You for any such Submissions in any manner. You hereby represent and warrant that: (a) You own or otherwise have the right to grant the foregoing license to Yontras with respect to Your Submissions; and (b) Your Submissions and any use thereof by Yontras will not infringe or violate the rights of any Person. You are and shall remain solely responsible for the content of any Submissions You make and acknowledge that Yontras is under no obligation to respond to or use any Submission You may provide.

10. EXPORT CONTROL.You acknowledge and agree to comply with all applicable export Laws. You hereby represent and warrant that any Offer Referred, offered and/or provided by You via the Yontras Services is approved for export from the United Kingdom without additional authorisation or licensing from the U.K. government. Should the export authorisation status of Your Products change, You must immediately notify Yontras in writing

11. REQUIRED PERMITS.It is your sole responsibility to obtain and maintain all applicable licenses and permits required for the operation of Your business.

12. REPRESENTATIONS AND WARRANTIES.You represent, acknowledge and warrant that:
    • You, Your Offers Your Referrals, and/or Your Submissions, as applicable, do not and will not, directly or indirectly: (i) violate the right of privacy or publicity of any Person; (ii) contain any libellous, obscene, indecent or otherwise unlawful material; (iii) infringe any IP Rights in any jurisdiction or otherwise contravene any rights of any Person; (iv) violate any laws, regulations, guidelines, or industry standards; or (v) violate Yontras’s Privacy Policy.

1. You may not: (i) frame, copy or mirror any content forming part of the Yontras Services; (ii) reverse engineer the Yontras Services or otherwise attempt to derive its source materials; (iii) access the Yontras Services for the purpose of (A) building a competitive product or service, or (B) copy any features, functions or graphics of the Yontras Services; (iv) interfere with or disrupt the Yontras Services or any data contained therein; (v) attempt to gain unauthorized access to the Yontras Services, its related systems or networks; or (vi) use the Yontras Services for any unlawful purpose or in violation of the rights of any Person.

13. To the fullest extent permitted by Law, You agree that
    • In the event a third party makes any demand or complaint, or commences any action or files any claim whatsoever (“Claim”) in connection with Your use of the Yontras Services, Your Offers, Your Referrals or use of the Rewards Partner Spotlight, You shall defend, indemnify and hold harmless Yontras, its related parties and affiliates, and its officers, directors, employees, representatives, agents, licensors, attorneys, heirs, successors, and assignees (the ” Yontras Parties”), from and against any and all damages, liabilities, claims or costs (including the costs of investigation, defense, reasonable attorneys’ fees and costs) (“Losses”) incurred by any Yontras Party as a result of such Claim, regardless of whether such Losses are direct, incidental, consequential, punitive or statutory.

1. Upon receiving notice of a Claim for which Yontras is entitled to indemnification by You, Yontras shall provide You with written notification and the opportunity to assume sole control over the defense or settlement of the Claim and reasonable assistance to settle and/or defend the Claim at Your sole expense; provided, however, that (i) any settlement which would impose a non-monetary obligation on and/or admission or finding of liability or wrongdoing by Yontras will require Yontras’s prior written consent; (ii) the failure to provide timely notice, control, or assistance shall not relieve You of Your indemnification obligations; and (iii) Yontras may have its own counsel present at and participating in all proceedings or negotiations relating to a Claim, at Yontras’s own expense, unless You fail or refuse to secure legal counsel to defend any Claim in a timely manner, in which case You shall pay all expenses related to Yontras’s use of such counsel.
2. In the event that Yontras incurs costs, attorneys’ fees or other expenses responding to any complaint other than a Claim, in connection with or in relation to Your Offers or Referrals, including copyright infringement complaints, Yontras reserves the right, in its sole discretion, to recover such costs and expenses by deducting a reasonable, commensurate amount from any monies owed to You by Yontras up to a maximum of ten thousand pounds (£10,000) per event. In the event that Yontras incurs any Losses relating to Your violation of Yontras’s Email/Text Message/Telemarketing policy, as set forth in Section 6 above, Yontras reserves the right, in its sole discretion, first to recover such Losses by deducting a reasonable, commensurate amount from any monies owed to You by Yontras up to a maximum of twenty thousand pounds (£20,000) per event. You understand and agree that the remedies set forth above are not exhaustive and that Yontras retains all rights to indemnification described herein. You authorise Yontras to make, and release Yontras from any liability in connection with, any such deductions.

14. LIMITATION OF LIABILITY.IN NO EVENT SHALL ANY YONTRAS PARTY, OR ITS HEIRS, SUCCESSORS AND ASSIGNS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF, RESULTING FROM, OR IN CONNECTION WITH THIS AGREEMENT AND/OR ANY (A) USE OF OR INABILITY TO USE THE YONTRAS SERVICES, (B) PERSONAL INJURY, PROPERTY DAMAGE, OR LOSSES OF ANY KIND, RESULTING FROM YOUR ACCESS TO AND/OR USE OF THE YONTRAS SERVICES, (C) UNAUTHORISED ACCESS TO OR USE OF ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE YONTRAS SERVICES, AND/OR (E) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE YONTRAS SERVICES, WHETHER OR NOT YONTRAS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE MAXIMUM CUMULATIVE AND AGGREGATE LIABILITY OF YONTRAS FOR ALL COSTS, LOSSES OR DAMAGES FROM CLAIMS ARISING UNDER OR RELATED IN ANY WAY TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL AMOUNTS DUE AND PAYABLE BY YONTRAS TO YOU UNDER THIS AGREEMENT FOR THE MONTH IMMEDIATELY PRECEDING THE DATE UPON WHICH SUCH DAMAGES ACCRUE. THE LIMITATION OF LIABILITY HEREIN IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN AND REFLECTS A FAIR ALLOCATION OF RISK. THE YONTRAS SERVICES, AND ANY SERVICES OR INFORMATION OFFERED THROUGH THE YONTRAS SERVICES, WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS AND YOU AGREE THAT THE LIMITATIONS OF LIABILITY AND DISCLAIMERS SPECIFIED HEREIN WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, IN SUCH JURISDICTIONS, YOU AGREE THAT THE LIABILITY OF YONTRAS SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH JURISDICTION.
15. DATA PROCESSING.You agree to comply with all data protection laws and regulations, including the E.U.’s data protection regulation, the General Data Protection Regulation (“GDPR”). You agree not to market to persons subject to GDPR who have not consented to receive marketing communications.

Persons subject to GDPR are entitled to demand that you take certain actions with respect to their data, including, without limitation, that you delete it, correct it, or restrict processing of it.  If you receive a data request from a person subject to GDPR, or if Yontras receives any such request with respect to data you are processing, you agree to honour the request within 30 days. You agree to implement appropriate systems and processes to comply with this requirement.

If you receive any personal data from Yontras or process personal data on Yontras’s behalf, you will: (1) implement appropriate technical and organisational measures to ensure to ensure the security of the data; (2) only process personal data for purposes approved by Yontras; (3) cease processing such data upon request from Yontras; (4) transfer such data only for purposes authorised by law, with prior notification to Yontras, and only pursuant to an appropriate subprocessing agreement; (5) indemnify Yontras for any claim, expense, demand or cost related to your receipt or use of such data; and (6) upon request, provide Yontras with information sufficient to demonstrate your compliance with this section, and allow Yontras to audit your data practices if necessary in Yontras’s sole discretion.

16. NO GUARANTEE OF VALIDITY. Yontras does not endorse, approve, or certify any information provided on or through the Yontras Services, nor does it guarantee the accuracy, completeness, efficacy, timeliness, or correct sequencing of such information. Information provided on or through the Yontras Services may or may not be current as of the date of Your access, and Yontras has no duty to update and maintain such information. Additionally, the information provided on or through the Yontras Services may be changed periodically without prior notice. All content provided on or through the Yontras Services is provided “AS IS.” Use of such information is voluntary, and reliance on it should only be undertaken after an independent review of its accuracy, completeness, efficacy, and timeliness.

17. NO PROFESSIONAL ADVICE.Yontras provides professional information (for example, financial or compliance) for informational purposes only, which should not be construed as legal or accounting advice. You should seek independent professional advice from a person who is licensed and/or knowledgeable in the applicable area before acting upon any information, fact or opinion provided on or through the Yontras Services. You understand that Yontras employees, representatives, and/or agents do not provide advice pursuant to the authority of professional certifications or licenses and You will not treat information provided by our employees, representatives, and/or agents as such. You further understand that by receiving information, facts or opinions on or through the Yontras Services, You are not entering into a relationship with Yontras or its employees, representatives and/or agents that entitles You to client privileges that may be associated with any professional certifications or licenses.

18. YOU ASSUME ALL RISK AND RESPONSIBILITY FOR YOUR DECISION TO USE THE YONTRAS SERVICES. THE YONTRAS SERVICES AND ALL RELATED SERVICES ARE OFFERED “AS IS” AND YONTRAS DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER YONTRAS NOR ITS RELATED PARTIES AND AFFILIATES ENDORSE OR ARE RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY INFORMATION, FACT OR OPINION PROVIDED ON OR THROUGH THE YONTRAS SERVICES.

19. GENERAL TERMS AND CONDITIONS.
    • Governing Law; Dispute Resolution, Attorneys’ Fees.You agree England and Wales law will govern this Agreement and that any action, suit, proceeding, or claim arising out of or related to this Agreement must be brought exclusively in the courts located in England and Wales. You hereby submit to the in personam jurisdiction and venue of such courts and waive any objection based on inconvenient forum. You agree to indemnify Yontras for all of its reasonable attorneys’ fees and costs incurred as a result of any action, suit, proceeding or claim brought by You or Yontras in which Yontras is found to be the prevailing party. YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING UNDER OR IN RELATION TO THIS AGREEMENT. You and Yontras agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class action or representative action.

1. English is Governing Language.This Agreement is in English and all disputes between the parties shall be resolved in English. You understand and acknowledge that any foreign language services provided by Yontras are for informational purposes only and it is Your obligation to obtain independent legal advice at Your own expense to ensure You understand the terms of this Agreement.
2. Our Relationship.This Agreement does not create any relationship of principal and agent, partners, joint venturers, employer and employee, fiduciary or similar relationship between the parties. You are prohibited from making any promise, warranty or representation on behalf of Yontras or any Rewards Partner, or obligating Yontras and the Rewards Partners in any way. You may not represent to any person that You work for, are employed by or are a partner of Yontras, or are authorised to act on its behalf.
3. Yontras may freely assign or transfer any or all of the rights and obligations described in this Agreement. You may not assign this Agreement or any of Your rights and duties hereunder without the prior written consent of Yontras. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
4. If any provision of this Agreement is determined by a court to be unenforceable or invalid, the validity of the remaining parts, terms or provisions shall not be affected by that determination, and such court shall substitute a provision that is legal and enforceable and is as close to the intentions underlying the original provision as possible.
5. You may not issue or make any publicity release (including press releases and advertising or solicitation materials) or other public statement: (i) relating to this Agreement; (ii) using Yontras’s name or referencing the Yontras Services; or (iii) suggesting or implying any endorsement by Yontras of You and/or any Offers without the prior written approval of Yontras, which Yontras may withhold in its sole discretion. You hereby authorise Yontras to include your name, business name, and general information about your use of the Yontras services in Yontras’s marketing and promotional materials.
6. Entire Agreement; Amendment.This Agreement constitutes the complete and exclusive agreement between the parties relating to the subject matter hereof. It supersedes all prior proposals, understandings and all other agreements, oral and written, between the parties relating to this subject matter. Yontras reserves the right to amend this Agreement at any time. When Yontras amends this Agreement, Yontras shall make reasonable efforts to provide You with general, not specific, notice of such changes by posting a conspicuous announcement at http://www.yontras.co.uk that such changes or amendments have occurred and identifying which particular provisions have changed. Such announcement shall be maintained for no less than 30 days following the effective date of such amendment. Your continued use of the Yontras Services, following the posting of such amendment will signify and be deemed Your assent to and acceptance of the revised Agreement. You agree that You have the burden to review periodically http://www.yontras.co.uk to inform Yourself of any such changes.
7. The waiver or failure by Yontras to exercise any right provided for herein will not be deemed a waiver of any further right hereunder. The rights and remedies of Yontras set forth in this Agreement are cumulative and are in addition to any rights or remedies Yontras may otherwise have at law or equity, except with respect to any sole and exclusive remedies expressly provided for herein.
8. Equitable Actions.You acknowledge and agree that any breach or threatened breach of this Agreement may cause immediate and irreparable harm to Yontras which would not be adequately compensated by monetary damages and that Yontras may seek injunctive relief, specific performance, and/or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond or other security. Notwithstanding any other provision of this Agreement, any such relief may be sought in the courts of England and Wales or any other court of competent jurisdiction anywhere in the world (at Yontras’s sole discretion), and, You hereby consent to the jurisdiction of any such court and waive any objection to venue laid therein. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages.
9. Force Majeure.You nor Yontras shall be responsible for delays or failures in performance resulting from acts of God, strikes, lockouts, riots, acts of war and terrorism, embargoes, boycotts, changes in governmental regulations, epidemics, fire, communication line failures, power failures, earthquakes, other disasters or any other reason where failure to perform is beyond the control of, and not caused by, the non-performing party.
10. Any notice, request, approval, authorisation, consent, demand or other communication required or permitted pursuant to this Agreement shall be in writing and shall be deemed given on the earliest of: (i) actual receipt, irrespective of the method of delivery; (ii) the time of transmission from Yontras if sent via email, as date stamped by Yontras’s systems; (iii) on the delivery day following dispatch if sent by express mail (or similar next day air courier service); or (iv) on the sixth (6th) day after mailing by registered or certified mail, return receipt requested, postage prepaid and addressed to the last address provided by a party.
11. Headings/Interpretation.The section headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.
12. Sections 5, 8, 9, 10, 12, 13, 14, 15, 16, 17, 18, and 19 shall survive termination of this Agreement.