AppResellerPro.com
is a Trading Name of Mr Richard H Kendal, c/o Alexanders and Co. St Annes Square Manchester M2 7PW, United Kingdom.

AppResellerPro.comis the sole licensee for the management of Partner App Providers ("the Reseller") who join "TheYoYummySystem" known either as www.yoyummy.co.uk or www.theyoyummysystem.com.

For the purposes of this Agreement it will be referred to as "the system".

For the Purposes of this Terms of Service Agreement AppResellerPro.Com is referred to as We, Us or AppResellerPro

Agreement and Access to use and resell
We are willing to provide you access to and use of our ordering system, technology, and related services described on the the system only on the condition that you accept all of the terms and conditions contained in this User Agreement ("Agreement"). By checking the box next to "Accept Terms of Service" and clicking on the "Submit" button within your registration page, You are signing this Agreement and You acknowledge that You have read this Agreement, understand it and agree to be legally bound by its terms and conditions. If you do not agree to any of the terms below, We are unwilling to provide the services to you, and you should not check the box or click on "Submit" button, but instead you should leave the website or mobile application to discontinue the registration process. This Agreement shall be effective when you click the "Submit" button below after having checked the "Accept Terms of Service" (Terms and Conditions) box ("Effective Date").

1. Services.Subject to your compliance with the terms and conditions of this Agreement, we will provide the Services to you.

1.1 Services.You understand that we are still developing and testing the Services through the alpha and beta testing periods ("Testing Period"), and as such the Services may still have bugs, may not be error free, and may not operate as intended. The Services will allow your clients to enable their customers to pre-order Products (as defined below), such as but not limited to different types of coffees, drinks, and/or food items from your participating merchants ("Merchants"), in advance of your arrival at the Merchant's store via the Internet, SMS messaging, or Mobile Application. We may, in our sole discretion, choose to provide free Products / Service for you from time to time, for you to resell in which case such Products on your bill will be noted as "no charge."

1.2 Eligibility.To register for Services provided by the system, you must be at least 18 years old and be able to enter into legally binding contracts in the state/country in which you reside, and you hereby represent you meet those qualifications.

1.3 Registration for Services of the system.In order to access and receive the Services the system provides, we must accept your successfully completed registration for the Services. Once your registration is accepted by us, you will be able to resell the technology that enables your clients to enable their customers make use of wireless communication devices, such as SMS enabled cell phones, PDAs, Smartphones and other hand held devices ("Device"), to place orders for the purchase of their products (each, a "Product") contained in a menu online, as updated by you or your clients from time to time, on their website ("Product Menu").

1.4 LicenseRestrictions.Subject to the terms and conditions of this Agreement, we grants you a non-transferable, revocable, non-exclusive, non-sublicensable (other than by way of your appointed representative network), royalty-free license to access and use the Service for the purpose of reselling the technology provided by the system to your clients, either on a per order, per reservation (booking or appointment request), monthly subscription or and annual subscription basis. In the course of the provision of the system to your clients you and your clients must not
(a) violate any law, statute, ordinance, or regulation in any country to where the services are provided;
(b) infringe our or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
(c) act in a manner that is defamatory, trade libelous, unlawfully threatening or unlawfully harassing;
(d) provide false, inaccurate or misleading information;
(e) refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us;
(f) take any action that imposes an unreasonable or disproportionately large load on the system's infrastructure; (g) transmit or facilitate the transmission of any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or Service;
(h) reverse engineer our software or Service.

1.5 Availability of Services.
You acknowledge and agree that
(i) the availability of SMS, mobile data networks, and the Internet may affect your ability and your clients and their customers ability to use the Services,
(ii) delivery of SMS messages and availability of web-based browsing is not guaranteed,
(iii) the Services may differ depending on the Carrier with whom you maintain an account and that Carrier's ability to support the Services,
(iv) We are not responsible for the act or omission of any Carrier (including failure to deliver any communication to us or a provider of any Product in timely fashion), any limitations imposed by such Carrier, or such Carrier's ability or inability to support the Services,
(v) We are not responsible for any limitations of the Internet,
(vi) We are not responsible for any error made by you in using the Services, and
(vii) We are not responsible and will not be liable for any inability to access or use the Services, or any errors, non-conformities, or other problems with the Services, arising from, related to, or caused in whole or in part by any event, circumstance, act or omission outside of our control. Because the Service is provided to you during the Testing Period, remember there may be bugs and glitches to work out. So, the Services may not be provided to you error free or as represented.

1.6 Modification of Services.
We reserve the right, in our sole discretion, to modify the Services from time to time and without notice, including by changing features or functions in the Service, or removing, adding, or modifying functionality. We shall have no liability to you for any modification or discontinuation of the Services. If you object to any such changes, your sole recourse shall be to cease using our Services.

1.7 Unauthorized
Use of Services.
You acknowledge and agree that the Services are for your commercial (e.g., not for your or any other party's profit other than your appointed representatives within your network), use only. You acknowledge and agree that you may not distribute, sell, resell, interfere with or exploit for any commercial purposes any portion of the Services, or any Products accessible through the Services. We are not liable for any claims, actions, damages, or other liability incurred as a result of any unauthorized use of your account or the Services, and you agree to be fully liable for any such unauthorized access. You may not attempt, or authorize, encourage, or support others' attempts, to circumvent, reverse engineer, decrypt, break (e.g. by inputting viruses or other harmful programming routines) or otherwise alter or interfere with the Services.

1.8 Merchants;
Product and Services Pricing. We do not assume responsibility or liability for the actions, products, locations or content of any Merchant you introduce and resell our technology to. You acknowledge and agree that we or our related partner service providers are not responsible for the pricing of the Products and Services that your Merchants sell, and that your Merchants are solely responsible for setting the prices for their Products and Services.

1.9 Transactions.
You may view your recent transactions and your current account balance due by logging into your reports on the website.You may dispute any charges by raising a support ticket. Disputes must be logged within 15 days of the transaction to become eligible for resolution.

1.10 Your Account.
You will be responsible for maintaining the confidentiality of your log-in credentials, as well as the information in your account. You will be solely responsible and liable for any and all access to and use of the Service (including all activities, orders, and transactions) by you or any other person, including, but not limited to unauthorized access to your account or unauthorized use of the Service. You must immediately notify us if you have reason to believe that there has been an unauthorized transaction from your account or unauthorized use of the Services from your account. We reserve the right to contact you via the email address you provide to us to send you invoices and to request your comments and feedback regarding the Service.

2.Payment, Fees, and Billing.

2.1 Usage Charges

2.11. The processing of Orders and Reservations through the system. These include actual charges per order as set out in our cost menu based on country and currency, and related charges linked to our associated operations known as www.AppEmailPro.co.and www.AppSmsPro.com

2.12 The utilisation of the system for marketing by mobile application operators. For the purpose of clarity. Mobile application operators would be the end client of the Partner App Provider (you), whose mobile application has been supplied by our Partner App Provider (You).

2.2Usage Margin

2..21 The system facilitates a "Usage Margin". For clarity of understanding, this is defined as the margin between what the system We charge You and what You charge your App end client.2.22 Changes to our charges will be published 20 working days after notification to your primary user before application of any increase or decrease of order , reservation, booking, request for appointment charges. Your primaryb user will be notified of any changes to our charges.

Note: the system will automatically apply changes to charges to your clients under your branding whilst maintaining your branding.

In the interest of clarity, your App clients will be informed of any increase or decrease to their charges based on the MARGIN between Our charges and Your charges.

For the basis of clarity we provide an example:
If our Charges to you for Orders were: 0.25 cents
And you had set your Charges to your App Clients: 0.65 cents per order
Your Margin would be 0.40 cents

If we were to increase our charge to 0.45 cents, we would notify, and apply your branding to that notification to which you consent to by agreeing to this contract, your App clients charges would be increased to 0.85 cents per Order but your margin would remain the same.

2.3 Weekly Revenue Collection

2.31 Weekly processes run within the system charging your App clients Your Total Usage Charge for the period.
The Total Usage Charge reflects the charge per Order or Reservation (booking or request) that you have submitted as the charge that you are making to your client in the currency based on the country of your App clientThese are Paid Directly To Your Bank Account Not Ours.

2.32 In respect of 2.31 we will not provide you access to the system to facilitate you to market applications or any other services unless you have a valid Merchant Service Provider set of transaction keys from the pool of Merchant Service Providers who are participating in providing the services we provide in respect of transaction processing to the system.

2.33 Maintaining a status of authorised merchant with your Merchant Service Provider is your sole responsibility.
2.34 Weekly processes run within 3 working days subsequent to you being paid by your App client charging your subscription debit / credit card the amounts due to us and our sister/ related operators within the system.Your usage charges are published in your subscription settings and vary based on country and related currency.
2.35 The system automatically creates invoices on your behalf to your clients with your own unique numbering system. You have access to download this information.
2.4 Monthly and Annual Revenue Collection
Depending on the Types of Mobile Application the system charges can be based on Orders/ Reservations or Monthly and annual subscription or all types of subscriptions.
The system automatically processes your charges to your customers after the period to which they relate.
It is your sole responsibility to ensure the accuracy of your charges.
We cannot be held accountable for alterations to your charges be it through unauthorized access to your charges section per Application. It is your sole responsibilty to ensure your charges are accurate.

3. Payment and Billing
3.1. Reseller Fees
Starting from the License Effective Date the We (AppResellerPro.com) shall commence charging the Reseller (You) a fees as indicated in our table of charges based on types of mobile applications and country of origin submitted and Live on the Reseller's account ("Reseller Fee") according to the current rates and minimum number of billable accounts listed.
3.1.1. All fees may be subject to change at Our sole discretion.
If We make any change to the fees, then We shall, at least 60 (sixty) days prior to such change becoming effective, send the Reseller a notice by electronic mail that the such fees have been changed ("Pricing Notice").
The process of notification is as indicated in points 2.21.
3.2. Payment Terms and Obligations
We shall supply monthly invoices in respect of the Reseller Fee to the Reseller each month for the previous month. The Reseller Fee shall be calculated based on the different types of accounts at the time of preparation of invoice as specified at clause 5.1 above.
The Reseller shall settle such invoices via the the subscription method using a valid credit or debit card. Bank transfers are not accepted.
3.3.1. All overdue invoices will be subject to a late payment fee of 2% per month.
3.3.2. In the event that an invoice remains overdue for more than 15 calendar days, we shall have the right suspend access to the administrative functions (those that allow the Reseller to manage apps) for all apps on the Reseller's account. Access to the public view of such apps will remain active.
3.3.3. In the event that an invoice remains overdue for more than 45 calendar days, we shall have the right to discontinue all apps under the Reseller's account, treat this Agreement as having terminated and offer all End Users the opportunity to migrate their apps to an alternative reseller.
3.3.4 If the circumstances indicated in 3.3.3 are the result of for example death, for example death of a sole trader, we reserve the right to migrate the End users to a temporary Reseller in Trust for the benefit of the beneficiaries of any Estate.
3.3.5 In respect of the circumstances in 3.3.4, we reserver the right to migrate End Users after a period of 24 Months to an alternative Reseller permanently should no beneficiaries contact us.
4. Privacy.
As part of the registration process, you will be asked to provide certain personal information to us, such as your name, email address, phone number, and credit card information.
We have an unrestricted right to collect and use any personal information you provide in connection with the Services, provided that any such use shall be in accordance with our Privacy Policy available on the AppResellerPro.com website, which is hereby incorporated by this reference.
If you access or use the AppResellerPro.com / The Yoyummy System you are accepting the terms and conditions of our Privacy Policy.
If you do not agree to have your information used in any of the ways described in the Privacy Policy, you must discontinue use of the the system and the Services.
5. Termination.
We may suspend your ability to use the Services or may terminate this Agreement effective immediately and without notice to you if
(a) you fail to make timely payment of any amounts when due; or
(b) we reasonably believe you have violated this Agreement.
After any suspension or termination, you may be required to respond to an authenticating message to reactivate your account and/or pay a reactivation fee.
YOU AGREE THAT WE SHALL NOT BE LIABLE TO YOU FOR ANY TERMINATION OF THIS AGREEMENT OR OF YOUR ACCESS TO THE SERVICES.
You may terminate this Agreement and discontinue your participation in and access to the Services at any time by delivering notice to us by raising a support ticket.
Upon termination of this Agreement for any reason, your right to use the Service shall immediately cease, and you shall stop all use of the Service, and all amounts owed by you to Us as of the effective date of termination will become immediately due and payable.
Please keep in mind that all fees paid to Us are nonrefundable.
6. Disclaimer of Warranties.
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND. WE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, OR NON-INFRINGEMENT.
WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. WE MAKE NO WARRANTY REGARDING ANY DEALINGS WITH OR TRANSACTIONS ENTERED INTO WITH ANY OTHER PARTIES THROUGH THE SERVICES.
7. Limitation of Liability.
YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR OWN RISK.
WE WILL NOT BE LIABLE FOR ANY PRODUCTS OR SERVICES YOU OBTAIN OR FAIL TO OBTAIN THROUGH USE OF THE SERVICES. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE OR OUR EMPLOYEES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE, SYSTEM KNOWN AS YOYUMMY OR THE SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE OR OTHERWISE. THE PARTIES ACKNOWLEDGE THAT THE TERMS OF THIS SECTION 6 REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT THE PARTIES WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS OF LIABILITY. THE AGGREGATE LIABILITY OF US TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE WEB SITE OR THE SERVICES IS LIMITED TO ONE HUNDRED DOLLARS (£100).
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of our liability shall be the minimum permitted under such applicable law.
8. Indemnification.
You agree to indemnify, defend and hold harmless AppresellerPro.com, its agents, employees, representatives, licensors, affiliates, officers, directors, and partners, from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees and court costs) resulting or arising from any third-party claim in connection with(a) any information you (or anyone accessing the Services using your password) submit or transmit through the Services,(b) your use of or access to the Services,(c) your violation of this Agreement, or(d) your violation of any rights of any third party.
9. Intellectual Property.
The Services and the website contain or comprise intellectual property that is owned by solely by Mr Richard H Kendal and/or his licensors, including without limitation the trademark "The Yoyummy System" and related logos and images. All such material is protected by relevant intellectual property laws, including trademark, copyright and/or trade secret laws.
Without limiting anything herein, the material may not be used, copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, publicly performed, publicly displayed, or redistributed in any way without the prior written permission of Us or any applicable third-party entity.
You must abide by all intellectual property notices, information or restrictions contained in this Agreement, the AppResellerPro.com website or attached to any communication between you and Us.
10. Modification of Agreement.
This Agreement may be amended from time to time. If AppResellerPro.com amends, supplements, or modifies this Agreement, it will provide you notice by email. If you object to any such changes, your sole recourse shall be to cease using the Services and terminate this Agreement within 30 days after the earlier to occur of:(i) delivery of the notice email to your email address,(ii) posting of any such changes to the website, or(iii) having you agree to the changes on the website.
Your continued use after that date shall indicate your acknowledgment of such changes and agreement to be bound by the revised Agreement, inclusive of such changes. This version of the Agreement will be effective immediately for any user who registers for the Service on or after that date.
The term "Agreement" will include all subsequent amendments.
11. FORCE MAJEURE.
Neither party is in breach of this Agreement for any cessation, interruption, or delay in the performance of its obligations hereunder (other than payment obligations) due to causes beyond its reasonable control including, without limitation: earthquake, flood, fire, storm, or other natural disaster, act of God, labor controversy or threat thereof, civil disturbance or commotion, acts or threats of terrorism, disruption of the public markets, war, or armed conflict.
12. Miscellaneous.
This Agreement and the relationship between you and AppresellerPro.com shall be governed by the laws of the England and Wales, without giving effect to any choice of laws or principles that would require the application of the laws of a different country or state of any other country.
Any legal action, suit, or proceeding arising out of or relating to this Agreement, or your use of the Services, must be instituted exclusively in the High Court in London and in no other jurisdiction.
You further consent to personal jurisdiction and venue in, and agree to service of process issued or authorized by, any such court.
We may provide you with notices by email or by posting changes on the AppResellerPro.com website.
Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and that the other provisions of this Agreement remain in full force and effect.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
The Agreement constitutes the entire, exclusive and final statement of the agreement between you and AppresellerPro.com with respect to the subject matter herein, superseding any prior agreements or negotiations between you and us with respect to the Services.
You may not transfer or assign any rights or obligations you have under this Agreement without our prior written consent.
AppResellerPro.com reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.
You agree that we may provide notice to you by posting it on our website or emailing it to the email address listed in your account profile. Such notice shall be considered to be received by you within 24 hours of the time it is posted to our website or emailed to you unless we receive notice that the email was not delivered. Except as otherwise stated in this Agreement, notice must be served by a raising a support ticket or by Registered Post to Mr Richard H Kendal T/A Appresellerpro.com c/o Alexanders and Co. St Annes Square Manchester M2 7PW, United Kingdom.