Terms of Use

Rules regarding the site, platform, items for sale and buying process

1. This document is a terms of use issued and followed by Yalla Studio Ltd. This document sets out terms of use for a Yalla Studio user or a visitor to our Sites. It applies across www.yallastudio.net (the “Sites”).

Definitions:

• The terms ‘we’, ‘us’, ‘author’, ‘authors’, ‘Yalla Studio’, refers to who we are and that we own and run the Sites.
• The term ‘terms’ refers to this document – terms of use.

2. When you create an account and accept these terms you become a member of our community. You will have an Yalla Studio account that will allow you to buy and sell items like the ones found on the Yalla Studio sites and make other related transactions.

3. Yalla Studio is a platform that allow members to buy licenses to use digital items like website themes, production music,
motion graphics project files, vectors, images and much more. On Yalla Stduio, buyers transact with the author (us, Yalla Studio) directly and we provide the platform to allow the transactions to happen. If you have an Yalla Studio account, any transactions are logged on your member’s statement, which records the payments made by you via Yalla Studio (as a buyer).

4. The items on Yalla Studio are owned by us, Yalla Studio.
We provide the platform services, the possibility to buy and download the items.

5. During your time with us you agree to follow the ground rules outlined in these terms. If you do not accept the terms, you will need to leave because your presence on and use of Yalla Studio sites is conditional on your acceptance to be bound by these terms whether you become a member or not.

6. Preview Files: If you stream or download a preview file from our Yalla Studio sites, you agree that you will not remove any watermarking or other protective measures from the preview file. You agree that you will use the preview file solely for the purposes of evaluating a purchase from Yalla Studio sites and not for any other purpose.

Rules of browsing and membership

7. Browsing: You need to be 16 years or over to browse the Yalla Studio sites. We do not knowingly collect any information from
anyone aged 16 or under. When browsing the sites you agree to follow our guidelines or instructions and keep in mind that these terms
apply to any use of our Yalla Studio sites whether or not you are a member.

Membership

8. Age: You need to be 18 years or over to become a member or to buy items. If you are under 18 you will need to get a parent or guardian to buy items or use the account of a parent or legal guardian who is at least 18 years of age, with their permission, and this adult will be responsible for all your activities.

9. Yalla Studio Account: Membership is free. When you become a member you get an Yalla Studio account that is accessible from any of our
Yalla Studio sites. Your membership will allow you to ‘buy’ (license) items from us, participate in our online forums, and generally contribute to our ecosystem of Yalla Studio sites.

10. Your responsibility: You promise that information you give us is true, accurate and complete and, if you sign up for an Yalla Studio account, that you will keep your account information up-to-date (including a current email address). Your membership is not transferable, that means you cannot sell your account.
You are responsible for any use of the Yalla Studio sites including any activity that occurs in conjunction with your username and password, if you have an Yalla Studio account, so keep your password secure and do not let any other person use your username or password. If you realise there’s any unauthorized use of your password or any breach of security you need to let us know immediately. You must not use a virtual private network or VPN or any other means to avoid compliance with these terms and conditions, or for any fraudulent or illegal reasons.

Rules of buying items

11. What you are buying:

1. License: When you buy an item, you acquire the right to use that item; you’re not actually acquiring the item itself. What you get includes a license directly from the author (Yalla Studio) to use that item. Items are subject to specific terms of use, and these terms are the ‘license’ that we set on Yalla Studio. This license also applies to you if you download an item that someone else has bought for you (because anyone downloading an item needs to be an Yalla Studio member). Different license types may be available for you to choose when you have selected an item. You’ll need to think about the way you want to use the item so that you can pick the right license to allow that use. It’s your responsibility to choose the correct license.
2. Item support: Author (Yalla Studio) can choose whether or not to support certain items. If an author chooses to support an item, this will be identified on the item page. All supported items include a support period. Your right to access Item Support requires an Yalla Studio account.
3. Buyer Services: In addition to the use of the platform, when you ‘buy’ an item you also receive buyer services from Yalla Studio like 24/7 buyer support, fraud protection, item quality control and other related buyer services.

12. The total price for an item on Yalla Studio is made up of:

1. Item price: The item price is made up of a license fee (for the license you choose for the item), and if relevant the item support fee (for supported items). We indicate prices in EUR across our sites.
2. Handling fee: In some transactions on Yalla Studio the total checkout price may include a handling fee.
3. Taxes: Some transactions on Yalla Studio may be subject to tax that may be added to the price. See section 19 for details about taxes on Yalla Studio.

Transacting as a buyer:

13. If you have an Yalla Studio account, you can make payments by using the ‘Buy Now’ function.

14. When using Buy Now you will be redirected to a payment method provider.

15. Currency conversion costs: The prices on Yalla Studio sites are indicated in EUR. You are responsible for all costs of currency conversion relating to a transaction on Yalla Studio. Your financial institution does the currency conversion and may charge you additional fees (we do not control either the conversion rates or your financial institution’s fees).

16. Terms of buying: When you buy an Yalla Studio item you are doing so on the following terms:

1. you warrant to us as an author that you have carefully considered the suitability of your chosen license, and that you have chosen appropriately;
2. you cannot cancel a completed purchase of an item;
3. we as the authors do not promise that any particular item will continue to be available on Yalla Studio so you should download and save the item as soon as you buy it;
4. once you buy or download an item and the item has been paid for, you acquire a non-exclusive license to use the item under the terms set out in the license (non-exclusive means others might also license the same item);
5. we as the author retain ownership of the item;
6. your relevant details may be processed by the author of the item in order to facilitate the transaction, for example for invoicing and item support services; and
7. we have the right to enforce against you the terms of the license that you have acquired from us.

17. Warranties we make:

1. We warrant that the Yalla Studio sites will be suitable for the purposes described on the sites, and that we will provide our platform services with reasonable skill and care.
2. We otherwise do not make any express or implied warranties about the Yalla Studio sites (or any items on the Yalla Studio sites).

18. Warranties we make as authors: The author of an item you buy warrants to you that:

1. the item is of acceptable quality and fit for the purpose for which it is ‘sold’;
2. the item matches the description given by the author on the item preview page, as well as any item preview;
3. they will honour any express warranties given to you that are not contained in these terms;
4. they have the rights necessary to license that item on the terms of applicable license;
5. your use of that item in accordance with the terms of the applicable license does not infringe the intellectual property rights of someone else;
6. the item and its description are not false, inaccurate, misleading, fraudulent, unlawful or defamatory;
7. the item and its description do not violate any applicable law or regulation (including those governing export control, consumer protection, unfair competition, criminal law, pornography, anti-discrimination, trade practices or fair trading);
8. the item does not contain viruses or other computer codes, files or programs which are designed to limit or destroy the functionality of other computer software or hardware;
9. if the item is marked as ‘supported’, they will provide you with the services via the support e-mail address: contact@yallastudio.net;
10. they will process your data in accordance with applicable privacy law and data protection regulations.

19. Taxes:

1. European VAT and US Sales Tax.
   Prices and fees for supplies made to you in connection with these terms exclude European VAT and US Sales Tax, unless stated otherwise on our site. If a supply is made to you under or in connection with these terms on which European VAT or US Sales Tax is imposed, any applicable fee that is charged for that supply is increased by, and you must also pay, an amount equal to the VAT or US Sales Tax payable on that supply.
2. Other taxes.
   Prices, fees and charges are otherwise inclusive of other applicable taxes unless stated otherwise on our site. You are responsible for paying all such taxes and imposts associated with your use of Yalla Studio wherever levied. Your responsibility includes withholding tax if it applies, unless we already process that withholding tax. We may collect geographical location information to determine your location, which may be used for tax purposes (so location information you give us must be accurate for tax residency purposes).

20. Items with an incorrect price or incorrect information: Despite our reasonable efforts, items may occasionally be listed at an incorrect price or with incorrect information. If this happens, we may cancel or reverse a transaction, even after it is completed and a payment has been processed. If we do this, we’ll promptly arrange for any payment to be credited or refunded and you must not use the item unless you re-purchase it at the correct price.

Refunds

21. Given the nature of digital content, a refund is not granted unless one of the warranties given by the author in section 18 has been breached or other relevant consumer protection laws. If you would like to request a refund please send a request to contact@yallastudio.net as indicated in the CONTACTS section of the site.

22. We will assess refund requests (if you have an Yalla Studio account) on their merits, considering the digital nature of Yalla Studio items and the type of item preview that was available before purchase. There is generally no obligation to provide a refund in situations like the following:

1. you have changed your mind about an item;
2. you bought an item by mistake;
3. you do not have sufficient expertise to use the item;
4. you ask for goodwill; or
5. you can no longer access the item because it has been removed (we advise you to download items as soon as you buy them to avoid this situation).

23. If we decide to issue a refund (if you have an Yalla Studio account), this will generally be done using the same manner used to make the purchase. So if the item was purchased using a particular payment method you will be refunded using the same payment method in reverse. Any payment made to you will be made in EUR, under the rules of the payment method (see section 15 – Currency conversion costs about currency conversion back to your local currency).

24. Disputes lodged with payment agents: If, as a buyer via your Yalla Studio account, you lodge a dispute with a payment agent, this will result in a freezing of your Yalla Studio account until the dispute raised with the payment agent has been cancelled. This makes it very complex to resolve any related issues, and means we cannot make payments or issue refunds out of your Yalla Studio account, so we encourage buyers to contact us directly first to see if we can help resolve any concerns.

25. Fine print: We are not a bank or licensed deposit taker in Europe or elsewhere. We do not act as a fiduciary or as a trustee for you, and we’re not a licensed financial service provider.

Intellectual Property

26. We own all the Yalla Studio content that we have put on Yalla Studio (unless otherwise stated and excluding content owned by others). This includes the design, compilation, and look and feel of the Yalla Studio sites, and copyright, trademarks, designs and other intellectual property on Yalla Studio. We own all the trademarks, logos, service marks and trade names on Yalla Studio (unless otherwise stated and excluding these things owned by others). You will not copy, distribute, modify or make derivative works of any of our Yalla Studio Content or use any of our intellectual property in any way not expressly stated in these terms.

27. We own the items on Yalla Studio unless otherwise stated in the item description. So we cannot take responsibility for the quality, safety or legality of the items stated as not our own. We do not warrant that the items stated not our own or any member content, code, data or materials available on or via the Yalla Studio do not infringe the intellectual property rights of a third party. For the rest of the items and content that we own, we as an author provide promises to you according to section 18 – Warranties authors make.)

28. Copyright, trademark and intellectual property claims: We respect the intellectual property rights of others. If you believe that an item or member content infringes an intellectual property right (including copyright) please contact us at the e-mail address contact@yallastudio.net.

29. Model and property releases: Items are available for commercial use (unless stated otherwise by the author on an item page). Author is responsible for obtaining and keeping a model or property release if one is needed; please ask us as the author if you need a copy of a release by sending a request to the e-mail address contact@yallastudio.net.

Our use of your information

30. Privacy: We respect your privacy and process your personal information in accordance with our Privacy Policy. The document explains how we deal with your information.

31. Confidential Information: We value your information and take reasonable precautions to protect it. While using the Yalla Studio, you may also become aware of confidential information about us. You promise to not disclose any confidential information made available to you through the Yalla Studio to any other person.

Playing fair

32. Prohibited Conduct:
We strongly recommend that you do not make your contact details public on Yalla Studio or in any public communications via the Yalla Studio sites.
Contact details include your email address, street address, Skype name and phone number (but not social network handles). If you do, it must not be for any reason prohibited under and European Union Law and the following list and you do so at your risk.

It is prohibited to use Yalla Studio or any of our sites, services or products to submit, post, build, host or otherwise make available any content that may contain, provide access to (eg, through links to third party websites) or promote any of the following content:

1. Adult content:
   This includes images or videos that contain nudity or sexual activity, or any commercial activity linked to making money from adult content such as escort agencies.
2. Exploitation of children:
   This includes images or videos depicting children in a way that encourages or promotes attraction towards children.
3. Hate speech:
   This includes content that supports or condones violence or discrimination against individuals based on race, ethnicity, religion, disability, age, gender, nationality, sexual orientation or gender identity.
4. Incitement of violence:
   This includes content that threatens, or that is intended to incite, violence against an individual or group of individuals.
5. Harassment:
   This includes any form of harassment or bullying against an individual or group of individuals.
6. Defamation:
   This includes any untruthful comments about a person that has the tendency to lower their estimation in the eyes of others.
7. Copyright and third party intellectual property:
   Using the Yalla Studio sites, products or services in violation of the copyright or other intellectual property rights of others is illegal. For more information report intellectual property infringement please see the Terms of Use on this site.
8. Offensive content: This includes content that would cause offence to a reasonable person, including content that is posted for shock value.
9. Fraudulent, misleading or deceptive conduct:
   This includes making statements about your own products or services that are not accurate or impersonating others. You must also not use a false email address or misrepresent your affiliation with others. You must not use information gathered from or through the Yalla Studio sites, service or products in a way that may confuse or mislead consumers (for example, automatically gathering information to set up a site that looks like one of our sites). You must also not use a false email address or misrepresent your affiliation with others.
10. Supply of regulated goods and services:
    This includes the supply of weapons, gambling or adult escort services.
11. Illegal activities:
    This seems like a no brainer but using Yalla Studio, products or services for any dangerous or illegal content or other purposes is NOT acceptable. You should always ensure you are aware and comply with any applicable laws in European Union, USA or other jurisdictions you are located in or doing business in.
12. Illegal activities which cause harm to Yalla Studio products or services or brand or others:
    Unacceptable content or links which might cause harm to the Yalla Studio products or services or brand or others is definitely NOT OKAY with us. This includes pirated software, programs or archives that provide the functionality to gain unauthorised access to other systems or networks of any kind, Warez sites, files or web pages that contain viruses, trojans, malware or other applications designed to access a user’s equipment or information with illegal intentions and/or without the knowledge of the user. You must not modify, reproduce, display, publish, distribute, copy, transmit, perform, license, create derivative works from, transfer, or sell or re-sell any information, content, software, or item obtained from or through Yalla Studio sites, services or products, other than in accordance with these terms or the license for the item.

Linking; apps made by others

33. Linking to the Yalla Studio: We should be delighted if you decide to link to Yalla Studio from other sites, but you have to link to a full version of a page and not link directly to an image or file hosted on Yalla Studio. That includes no “in-line” linking methods resulting in images hosted on Yalla Studio being displayed on other sites. You must not “frame” any Yalla Studio pages by surrounding those pages with someone else’s content, materials or branding. We reserve the right to insist that any link to the Yalla Studio be discontinued, and to revoke your ability to link to the Yalla Studio.

34. Links from the Yalla Studio: Yalla Studio sites may contain links to other non-Yalla Studio sites. We have no control or responsibility over anything on those sites, and do not endorse or sponsor those sites, even if they are affiliated to us.

35. Third party developers: We welcome the contribution of our members and broader community, who offer applications that work with Yalla Studio. You will need to form your own view about these applications and their developers; we are not able to warrant or endorse those applications and disclaim liability relating to these applications.

Legal Housekeeping

36. Eligibility, suspension or termination: Membership is not an automatic right, it is a benefit for community members who follow our terms and policies and treat other community members well. We hope that you will be with us for a long time. But we may, using reasonable discretion, decide whether or not your use of Yalla Studio complies with these terms and our policies. We can suspend or terminate your Yalla Studio account at any time for any reason (acting reasonably of course), including if you:

1. breach these terms or any terms applicable to any of your other Yalla Studio accounts;
2. breach any of our policies (or policies of any other Yalla Studio Company);
3. act in a way that does not align with the values of our community; or
4. act in a way that could cause us or members harm.

If we do decide to permanently terminate your Yalla Studio account you must not apply for a new account as unfortunately you will no longer be welcome in our community. This decision may also apply to all of your Yalla Studio accounts you use on other Yalla Studio sites.

37. Yalla Studio Companies: If an indemnity, limitation or disclaimer of liability, warranty or release (a ‘benefit‘) is given in our favour in these terms, we hold that benefit on trust for the other Yalla Studio Companies. We may enforce that benefit as trustee for and on behalf of the other Yalla Studio Companies as beneficiaries under that trust.

38. We may use the services of another Yalla Studio Company to conduct payment or other activities with you, like collecting payments. If you make a Buy Now payment, we receive your payment as an author and your obligation to pay the author is met when we (or another Yalla Studio Company) receive the payment successfully.

Liability and indemnity

39. We provide the Yalla Studio sites, the platform services and the items on the Yalla Studio sites.

40. You indemnify us against all losses, costs (including legal costs on a full indemnity basis), expenses, demands or liability that we incur arising out of, or in connection with, a third party claim against us relating to your use of Yalla studio and any content you post to Yalla studio.

41. Our liability to you in connection with Yalla Studio or these terms, in contract, tort (including negligence) or otherwise, is limited as follows:

1. we exclude liability for any of these things incurred by you: loss of revenue, loss of profit, loss of goodwill, loss of customers, loss of capital, damage to reputation, loss in connection with any other contract, loss of data, or indirect, consequential or special loss, damage or expense; and;
2. our total liability to you is limited by EUR100 excluding the total buyer fees paid by you in the 12 months before liability accrued.

42. As an author we grant to each buyer of the our items a limited indemnity on the following terms:

1. if another person makes a claim against a buyer that the buyer’s use of the item in accordance with the terms of the applicable license infringes the intellectual property or other rights of that third party; and
2. if that buyer promptly notifies the author of the claim and gives the author the option to control the defense of the claim (at the author’s cost), then the author will indemnify the buyer against damages finally awarded by a court against the buyer or any settlement damages agreed to by the author regarding that claim.

43. The liability of the author to the buyers is otherwise limited, for each item purchased, to the author’s earnings from the payment for that item, except to the extent that the author’s liability arises from wilful misrepresentations made about the item.

44. Availability:
We strive to have Yalla Studio available to you 24 hours a day, seven days a week but due to the characteristics of the Internet network, occasionally you might not be able to access Yalla Studio, and this might happen for any reason, at any time, with or without notice, or at our absolute discretion. We might also change aspects of how Yalla Stduio works. The Yalla Studio companies will not be liable to you for any loss you suffer as a result of these things.

45. Third Party:
If you are agreeing to these terms on behalf of someone else (like your employer), then you are promising to us that you have full legal authority to bind that third party.

46. Consumer laws:
In some places there may be non-excludable warranties, guarantees or other rights (‘non-excludable consumer guarantees‘). We do not exclude, restrict or modify non-excludable consumer guarantees in these terms. Except for non-excludable consumer guarantees, we are bound only by the express warranties made in these terms. Our liability for breach of a non-excludable consumer guarantee is limited, at our option, to replacing or paying the cost of replacing the relevant item or service, (unless the non-excludable consumer guarantee says otherwise).

47. Blocking a member, disabling an account or refusing to process a payment.
We may block you, terminate any of your Yalla Studio accounts or refuse to process a payment, including withholding your account balance indefinitely, if we reasonably believe there is a risk associated with you, your Yalla Studio account, or that payment, including if it breaches a law or regulation. Examples of where we might do this include transactions where we suspect the payment is from or to a person or country sanctioned by an authority (like the United Nations, the United States government); or where we reasonably believe there is a legal or regulatory risk or a risk of loss being suffered by us or our members. You warrant that you are not located in a sanctioned country and are not on a sanctioned persons list. You also warrant that you will not purchase items on Yalla Studio
using funds sourced from a sanctioned country. We may also block members from a country if we can not make payments to or from that
country. You should check what payment methods are available in your country for making payments as a buyer. We may take any of the actions stated in this section without notice and against all of your Yalla Studio accounts you use on other Yalla Studio sites. If required by law we may forfeit existing deposits or earnings.

48. US-specific controls.
Yalla Studio is not available to anyone located in any U.S. sanctioned countries or to anyone on the U.S Treasury Department’s list of Specially Designated Nationals List (SDN list). You must not export or re-export Yalla Studio items to a U.S. sanctioned country or to anyone on the SDN list.

49. Relationship between the parties:
Nothing in these terms is to be construed as constituting a partnership, joint venture, employment or agency relationship between you and us.
Neither you nor us can bind each other in any way. We are, as an author, providing warranties to buyers in section 18 – Warranties authors make, to limit author’s liability to buyers in section 43, and the disclaimer of author’s liability to buyers in section 46 – Consumer laws.

50. Notices:
Any notice you send us must be submitted via a request to our e-mail address: contact@yallastudio.net.
Any notice we send to you will be emailed to your Yalla Studio account email address.

51. Changes to Yalla Studio Terms:
We may change these terms at any time and, if we make changes, we will take reasonable steps to let our community know about the changes. You can also keep track of whether changes have been made to our terms by referring to the version and effective date at the footer of the terms. You can close your Yalla Studio Account and terminate your agreement with us at any time if you do not agree to the changes. However, if you continue to use Yalla Studio sites after the changes are made, then you will be agreeing to the changes.

52. Interpretation:
Words like ‘include’ and ‘including’ are not words of limitation and where anything is within our discretion we mean our sole discretion.

53. Applicable Laws:
We control and operate Yalla Studio from our offices in (EU). The laws of Republic govern these terms, and you submit to the jurisdiction of the courts there for the resolution of any dispute between us.

Definitions

• Author: Yalla Studio (us) – an entity that makes items available for sale on Ylla Studio.
• Buy: includes downloading an item that is made available for free on Yalla studio or that is purchased by you or for you by another member.
• Buy Now: a way of purchasing an item using a payment provider.
• Buyer: a person who ‘buys’ items on Yalla Studio.
• Buyer fee: the fee for the services buyers get from Yalla Studio like 24/7 support, fraud protection, item quality control and other related buyers’ services.
• Yalla Studio Companies:YS and any company that controls, is controlled by or is under common control with Yalla Studio.
• Yalla Studio content: is all the content that we have put on Yalla Studio and includes the design, compilation, and look and feel of the Yalla Studio, and copyright, trademarks, designs and other intellectual property on the Yalla Studio (unless otherwise stated and excluding content owned by others like author content).
• Yalla Studio Templates: When we refer to the
  ‘Yalla Studio Templates’ we are talking about the Yalla Studio digital
  marketplaces, which include these sites: www.yallastudio.net and www.yallamarket.net.
• Ylla Studio Templates account: what you receive when you become a Member which gives you access to any of the Yalla Studio Templates sites.
• EU Member State: the countries listed here:
  https://europa.eu/about-eu/countries/index_en.htm
• Handling fee: the fee buyers may pay when using a payment method.
• Item price: the price buyers pay for the license to use an item, as detailed in section 11(a).
• Item support: the support an author agrees to provide Yalla Studio Templates account holders for an item marked as ‘supported’.
• Items: digital goods found on Yalla Studio Templates like After Effects project files, images, background music, photography, etc.
• List price: the price you see on an item page on Yalla Studio Templates, which is made up of the item price and buyer fee.
• Member: a person who signs up by creating an account and accepting these terms.
• Member’s statement: the record of payments by you to Yalla Studio (as a buyer) and by Yalla Studio to you (as an author).
• Payment method: any payment agent or method we make available on the Yalla Studio Templates.
• Total price: the price the buyer will pay in total, which consists of the item price, Yalla Studio’s buyer fee and handling fee (if applicable) and any taxes that may be added, as detailed in section 12.
• Your content: everything that you post on the Yalla Studio Templates, or send via the Yalla Studio Templates to other members and to us including items, files, communications and materials.

Effective date: 10 January 2019.