TERMS OF SERVICE

Effective Date: [Insert Date]
These Terms of Service (“Terms”) govern your access to and use of the Partner Portal (the “Portal”) owned by Yarbo International Inc. and its affiliated company（collectively “Yarbo”）, and your participation in the Yarbo Authorized Distributor Program (the “Program”). By registering for an account, placing orders, or otherwise using the Portal, you (“Distributor”or "Dealer") agree to be bound by these Terms. If you do not agree, you must not access or use the Portal.

BY VISITING OR PURCHASING SOMETHING FROM OUR WEBSITES, YOU WILLFULLY ACCEPT THE TERMS OUTLINED IN OUR “TERMS OF SERVICE” AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS (“TERMS OF SERVICE,” “TERMS”), INCLUDING THOSE ADDITIONAL TERMS AND CONDITIONS AND POLICIES REFERENCED HEREIN AND/OR AVAILABLE BY HYPERLINK. THESE TERMS OF SERVICE APPLY TO ALL USERS OF OUR WEBSITES, INCLUDING, WITHOUT LIMITATION, USERS WHO ARE BROWSERS, VENDORS, CUSTOMERS, MERCHANTS, AND CONTENT CONTRIBUTORS.

BY ACCESSING OR USING ANY PART OF OUR WEBSITES, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THESE TERMS OF SERVICE, THEN YOU MAY NOT ACCESS OUR WEBSITES OR USE ANY OF OUR SERVICES.

IF YOU ARE A RESIDENT OF THE UNITED STATES, PLEASE NOTE THAT THESE TERMS OF SERVICE CONTAIN PROVISIONS THAT GOVERN HOW DISPUTES BETWEEN US ARE RESOLVED, WHICH INCLUDE A JURY TRIAL WAIVER AND A CLASS ACTION WAIVER. PLEASE READ THESE PROVISIONS BEFORE USING THESE WEBSITES.

Please note that certain services linked to our Websites may be subject to additional or separate agreement. If there is a conflict between these Terms of Service and the separate terms and conditions, such separate terms and conditions shall be prior.

1. Definitions

  • “Distributor”or "Dealer": A legally registered business entity authorized by Yarbo to resell Products.
  • “Products”: Hardware, software, accessories, and services offered through the Portal.
  • “Portal”: The secure online platform used for ordering, pricing, training, and program management.
  • “Confidential Information”: Pricing, product roadmaps, API credentials, marketing plans, and any non-public information disclosed by Yarbo.

2. Eligibility & Account Registration

  • Distributor must provide valid business registration documents, tax ID, contact details and any other necessary information.
  • Yarbo reserves the right to approve, suspend, or terminate any Distributor account at its sole discretion.
  • Accounts are non-transferable and may only be used by authorized employees of Distributor.

3. Third Party Service Provider

  • We may provide you with access to third-party tools over which we neither monitor nor have any control or input.
  • You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations, or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
  • Any use of optional tools offered through our Websites is entirely at your own risk and discretion. You should ensure that you are familiar with and approve of the terms on which individual tools are provided by the relevant third-party provider(s).
  • Third-party links on our Websites may direct you to third-party websites not affiliated with us. We are not responsible for examining or evaluating the content or accuracy, and we do not warrant and will not be liable or held accountable for any third-party materials, websites, or any other materials, products, or services of third parties. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions connected with any third-party websites. Please review the third-party’s policies and practices carefully and ensure you understand them before engaging in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third party.

4. License & Authorization

  • Yarbo grants Distributor a non-exclusive, non-transferable, revocable license to:
    • Market and resell Products in the approved territory;
    • Use Yarbo’s trademarks solely in accordance with the Guidelines provided in the Portal.
  • No ownership rights are granted. All intellectual property remains the exclusive property of Yarbo.

5. Personal Data Protection

You acknowledge that when you visit or use Services on our Websites, we may use automatic means (including, for example, cookies) to collect information about your devices and about your use of Aiper Services. You may also be required to submit certain personal data to us to register an account on our Websites or to access certain of its features or functions. We respect your privacy and will take the necessary measures to protect your personal data. Please refer to the Privacy Policy to understand how we collect and process your personal data.

6. Ordering, Pricing & Payment

  • Product pricing, availability, and specifications are subject to change without notice.
  • Orders are binding upon Yarbo’s written confirmation.
  • Payment terms shall refer to the separated agreement between Yarbo and Distributor.

7. Delivery & Risk

  • Delivery terms shall refer to the separated agreement between Yarbo and Distributor.
  • Title and risk of loss pass to Distributor upon shipment from Yarbo’s warehouse.
You agree to identify, defend and hold harmless Yarbo and our parent company, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns, and employees harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents that incorporate by reference or your violation of any law or the rights of a third party.

8. Confidentiality

  • Distributor agrees to:
    • Keep all Confidential Information strictly confidential;
    • Not disclose it to third parties without prior written consent;
    • Use it solely for the purpose of reselling Products.
  • This obligation survives termination of these Terms for two (2) years.

9. Restrictions

Distributor shall not:
  • Resell Products to embargoed countries;
  • List Products below the published Minimum Advertised Price (MAP);
  • Reverse engineer, modify, or create derivative works of Products;
  • Represent itself as an agent or employee of Yarbo.

10. Compliance & Audits

  • Distributor shall comply with all applicable laws (including export control, anti-bribery, and data privacy laws).
  • In addition to other prohibitions as outlined in the Terms of Service, you are prohibited from using our Websites or their content:
    • For any unlawful purpose.
    • To solicit others to perform or participate in any unlawful acts.
    • To violate international, federal, provincial, or state regulations, rules, laws, or local ordinances.
    • To infringe upon or violate our intellectual property rights or the intellectual property rights of others.
    • To harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability.
    • To submit false or misleading information.
    • To upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Aiper Services or any related website, other websites, or the Internet.
    • To collect or track the personal data of others.
    • To spam, phish, pharm, pretext, spider, crawl, or scrape.
    • For any obscene or immoral purpose.
    • To interfere with or circumvent the security features of the Aiper Services or any related website, other websites, or the internet.
We reserve the right to terminate your use of Services or any related website for violating any of the prohibited uses.

11. INTELLECTUAL PROPERTY

You acknowledge that i) all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of the Websites and our products (or any enhancements, corrections or modifications), and ii) any and all related documentation, are and shall remain the sole and exclusive property of us and/or our licensors, as the case may be. These Terms do not convey title or ownership to you, but instead give you only the limited use rights set forth herein.

12. Term & Termination

  • Yarbo may terminate immediately for material breach (e.g., MAP violation, unauthorized resale).
  • Upon termination:
    • Distributor must cease using all Yarbo materials;
    • Outstanding invoices become immediately due;
    • Return or destroy all Confidential Information.

13. Disclaimer of Warranties

Products are provided “as is.” Yarbo DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE.
WE DO NOT GUARANTEE, REPRESENT OR WARRANT THAT YOUR USE OF OUR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
WE DO NOT WARRANT THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.
YOU AGREE THAT FROM TIME TO TIME, WE MAY REMOVE THE SERVICE FOR INDEFINITE PERIODS OR CANCEL THE SERVICE AT ANY TIME, WITHOUT NOTICE TO YOU. YOU EXPRESSLY AGREE THAT YOUR USE OR INABILITY TO USE THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH THE SERVICE ARE (EXCEPT AS EXPRESSLY STATED BY US) PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE, WITHOUT ANY REPRESENTATION, WARRANTIES, OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT. IN NO CASE SHALL AIPER, OUR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, INTERNS, SUPPLIERS, SERVICE PROVIDERS, OR LICENSORS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING FROM YOUR USE OF ANY OF THE SERVICE OR ANY PRODUCTS PROCURED USING THE SERVICE, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICE OR ANY PRODUCT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SERVICE OR ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, EVEN IF ADVISED OF THEIR POSSIBILITY. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES; IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

14. Limitation of Liability

In no event shall Yarbo be liable for:
  • Indirect, incidental, or consequential damages;
  • Lost profits or data loss. Total liability under these Terms shall not exceed the total amount paid by Distributor to Yarbo in the 12 months preceding the claim.

15. Governing Law & Dispute Resolution

  • These Terms are governed by the laws of State of New York, USA.
  • Any dispute shall be resolved exclusively in the courts of New york, or via binding arbitration if agreed in writing.YOU ALSO WAIVE YOUR RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION.

16. SEVERABILITY

In the event that any provision of these Terms of Service is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law. The unenforceable portion shall be severed from these Terms of Service; such determination shall not affect the validity and enforceability of any other remaining provisions.

17. Miscellaneous

  • These Terms constitute the entire agreement between the parties, and if there is any difference with the other written agreements signed by both parties, the written agreement shall prevail.
  • Amendments will be posted in the Portal; continued use constitutes acceptance.
  • Notices may be sent via email to the address provided during registration.