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Yalla Ventures Marketing Services 
Terms & Conditions
  1. Service Provider.  

Service Provider (“You”) shall maintain the same Contract Manager and personnel throughout the term (“Term”) except for changes in such personnel in response to: (i) the written request by Yalla Ventures, LLC (“Yalla”, “us” or “we”) for the removal of your Contract Manager; (ii) the resignation or termination of such personnel; or (iii) other circumstances outside your reasonable control.  

You shall be responsible for the payment of all compensation owed to your personnel, including, if applicable, the payment and withholding of social security and other payroll taxes, withholding of income taxes, unemployment insurance, workers' compensation insurance payments, and disability benefits.  You shall obtain Yalla’s prior written approval prior to entering into agreements with or otherwise engaging any person who is not your employee, including your independent consultants, contractors, subcontractors, or affiliates (each such approved third party, a "Permitted Subcontractor"), to provide any Services or deliverables to Yalla in connection with any Statement of Work (“SOW”).  

Yalla’s approval shall not relieve you of your obligations under the Agreement, and you shall remain fully responsible for the performance of each such Permitted Subcontractor and its employees and for their compliance with all the terms and conditions of the Agreement as if they were your own employees. 

Nothing contained herein shall create any contractual relationship between Yalla and your subcontractors or suppliers. All persons employed by you in connection with the Services shall either be your employees, or consultants or independent contractors that you’ve retained. You shall be solely responsible for complying with all laws and collective bargaining agreements affecting such persons.  You shall require each Permitted Subcontractor to be bound in writing by the confidentiality and intellectual property assignment or license provisions herein, and upon Yalla’s written request, each Permitted Subcontractor shall enter into a non-disclosure or intellectual property assignment or license agreement in a form that is reasonably satisfactory to Yalla. 

  1. Compliance with Laws and Industry Standards.

You shall comply with all applicable federal, state, and local laws, ordinances, regulations, and orders applicable to the operation of your business, the Agreement and your performance thereunder.  Without limiting the generality of the foregoing, you shall, at your own expense, obtain and maintain all certifications, credentials, authorizations, licenses and permits necessary for your performance.  You shall comply with digital marketing industry standards, self-regulatory guidelines, and best practices in providing the Services.  

  1. Editorial Content.

You will obtain all necessary copyright permissions, intellectual property rights and applicable licenses, and privacy releases for all expert/editorial articles and other works, including any text, graphics, photographs, images, sound and video, regardless of format or media, that reviews, profiles, contains, mentions or is related to any Yalla Products, or any expert/editorial articles or portions thereof created, owned or controlled by you, any network publisher, or any other third party and/or provided to Yalla as part of the Services (collectively, “Editorial Content”), and bear all licensing and curation costs related to the Editorial Content. You shall obtain Yalla’s written approval prior to publishing or otherwise disseminating any Editorial Content directly controlled or created by or for you.  

  1. Exclusivity.

Yalla and you each retain the right to perform or obtain the same or similar type of services (whether or not competitive to the services and transactions provided or contemplated by the Agreement or which may be competitive with either’s business, services or products) for or from, or entering into any other contracts, agreements or transactions with, any network publisher, partner marketing platform, media buyer, eCommerce platform, online marketing services provider, affiliate partner, affiliate network or other third party both during and after the term of the Agreement. Without limiting the generality of the foregoing, in the event any network publisher, partner marketing platform, media buyer, eCommerce Platform, affiliate partner, affiliate network or other third party involved in the Services or transactions provided or contemplated by the Agreement ceases its business activities with you in any material respect, you will provide prompt notice of such event to Yalla and  reasonably facilitate an introduction between such party and Yalla to the best of your ability and Yalla may work directly with such party or parties if it so desires.  

  1. Compliance. 

You shall comply with and ensure that all your personnel and Permitted Subcontractors comply with all of Yalla’s specifications, rules, regulations, and policies that are communicated to you in writing, including without limitation, Yalla’s Privacy Policy, Policy on Handling Consumer Data; and Data Security Policy.

  1. Intellectual Property.  

Neither the Services nor Yalla’s use thereof shall infringe any intellectual property rights of any third party arising under the laws of the United States, and there are no pending or, to your knowledge, threatened claims, litigation, or other proceedings against you by any third party based on an alleged violation of such intellectual property rights, in each case excluding any infringement or claim, litigation or other proceedings to the extent arising out of any of Yalla’s information, documents, samples, products, or other material (collectively, "Yalla Materials") or any instructions, information, designs, specifications, or other materials provided by Yalla to you.

  1. Cybersecurity.

No deliverables provided in electronic form by you to Yalla contain or will contain any (a) trojan horse, worm, backdoor, or other software or hardware devices the effect of which is to permit unauthorized access or to disable, erase, or otherwise harm any computer, systems or software, or (b) any time bomb, drop dead device or other software or hardware device designed to disable a computer program automatically with the passage of time or under the positive control of a person other than an authorized licensee or owner of a copy of the program or the right and title in and to the program.  

  1. Indemnification.

You shall defend, indemnify, and hold harmless Yalla and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (the “Yalla Indemnified Parties”), from and against any and all any losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising out or resulting from any (a) breach by you or your personnel (collectively, “Your Indemnifying Parties”) of any obligations set forth in the Agreement; (b) negligence or any more culpable act or omission of any of Your Indemnifying Parties,  including any recklessness or willful misconduct, in connection with the performance of its obligations under the Agreement; (c) any actual or alleged infringement of any third party’s intellectual property rights by use or publication of the Editorial Content relating to the Services; (d) false advertising claims made on behalf of Yalla or its products or services except to the extent such claims are preapproved in writing by Yalla; and (e) your violation of any applicable laws, rules or regulations. 

  1. Indemnification Procedures.

If a Yalla Indemnified Party is seeking indemnification, it shall give you (a) prompt notice of the relevant claim; provided, however, that failure to provide such notice shall not relieve you or Your Indemnifying Parties from their liability or obligations hereunder except to the extent of any material prejudice directly resulting from such failure; and (b) reasonable cooperation, at your expense, in the defense of such claim. Your Indemnifying Party shall have the right to control the defense and settlement of any such claim; provided, however, that Your Indemnifying Party shall not, without the prior written approval of the Yalla Indemnified Party, settle or dispose of any claims in a manner that affects the Yalla Indemnified Party's rights or interest. The Yalla Indemnified Party shall have the right to participate in the defense at its own expense.

  1. Insurance. 

During the Term and for a period of two (2) years thereafter, you shall, at your own expense, maintain and carry in full force and effect, (a) Commercial general liability coverage with limits no less than $1,000,000 for each occurrence and $3,000,000 in the annual aggregate, including bodily injury and property damage and products and completed operations and advertising liability, which policy will include contractual liability coverage insuring your activities under the Agreement; (b) Errors and omissions insurance with limits no less than $1,000,000; and (c) Umbrella (excess) liability for the CGL and E&O coverage with limits no less than $5,000,000.

  1. Confidentiality

From time to time during the Term, either Party (the “Disclosing Party”) may disclose or make available to the other Party (the “Receiving Party”) information about its business affairs and services, confidential information and materials comprising or relating to intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that at the time of disclosure and as established by documentary evidence (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Paragraph by the Receiving Party or any of its representatives; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party or its representatives prior to being disclosed by or on behalf of the Disclosing Party; (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information; or (e) is required to be disclosed pursuant to applicable law. The Receiving Party shall, for five (5) years from receipt of such Confidential Information (except in the case of trade secrets in which case the following obligations shall remain in place in perpetuity): (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person, except to the Receiving Party’s representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. The Receiving Party shall be responsible for any breach of this Paragraph caused by any of its representatives. 

For the avoidance of doubt, Yalla’s Confidential Information expressly includes, without limitation, marketing strategies, all analytic and transactional data and information together with any other data and information relating to Yalla or Yalla Products, including marketing and advertising campaign strategies, provided, or transmitted to you, or generated, transmitted, or stored by you, Yalla or on Yalla’s behalf (“Yalla Data”). Yalla Data includes  analytic data and information relating to any deal announcement from a Publisher Platform or eCommerce Platform provided, received, obtained, or transmitted to or by you; and (b) any other Yalla Product transactions or sales attributed or linked to published online Editorial Content such as product guides, reviews and recommendation guides, and other online promotional content such as paid advertisements, deals, and sales promotions, related to or mentioning Yalla Products.

Yalla’s Confidential Information also includes any content or other works of authorship, including any of Yalla’s logos, trademarks, product names or other branding associated with Yalla or Yalla Products (“Yalla Brands”), text, recordings, images, graphics, sounds, and video, regardless of format or media, created, owned or acquired by Yalla and provided to you for use or incorporation with any Editorial Content (“Yalla Content”), and Editorial Content that is directly controlled or created by or for you or is otherwise used in the provision of Services, unless and until Yalla approves such Yalla Content and Editorial Content for distribution or publication.

  1. Non-Solicitation; Non-Disparagement.

During the Term, and for a period of one (1) year immediately following the termination or expiration of the Term for any reason, neither Yalla nor you will, directly or indirectly, (a) solicit or persuade, or attempt to solicit or persuade, any of the other Party’s employees to end or to modify any existing employment relationship with the other Party, or (b) make any disparaging, negative or untrue statements about the other Party, including (without limitation) any statements about a Party’s services, business affairs or operations, officers, directors or employees, as applicable.

  1. Post-Termination Obligations, Rights and Liabilities.

Upon the expiration or termination of the Term, Yalla and you shall each promptly: (a) destroy all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on the other Party’s Confidential Information; and (b) permanently erase all of the other Party’s Confidential Information from its computer systems, except for copies that are maintained as archive copies on its disaster recovery or information technology backup systems, which it shall destroy upon the normal expiration of its backup files; provided, however, that Yalla may retain copies of any of your Confidential Information to the extent necessary to allow Yalla to make full use of the Services and any deliverables.  Furthermore, upon any expiration or termination of the Agreement, Yalla may cease providing all access to Yalla Data and Yalla Content to you and you must certify in writing that you have destroyed any Yalla Data and Yalla Content in its possession, custody, or control.  The Party terminating the Agreement, or in the case of the expiration of the Agreement each Party, shall not be liable to the other Party for any damage of any kind (whether direct or indirect) incurred by the other Party by reason of the expiration or earlier termination of the Agreement. Termination of the Agreement will not constitute a waiver of either Party’s rights, remedies, or defenses under the Agreement, at law, in equity or otherwise.

  1. Miscellaneous

The Agreement, together with these Terms & Conditions and the Intellectual Terms of Use, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.  

All notices and other communications under the Agreement shall be in writing and addressed to the Parties at the address for notices provided by the other Party (or to such other address that may be designated by the receiving party from time to time in accordance with this Paragraph). All notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees prepaid), e-mail (with confirmation of transmission), or certified or registered mail, return receipt requested with postage prepaid. Except as otherwise provided in this Agreement, a notice is effective only (a) upon receipt by the receiving Party, and (b) if the Party giving the notice has complied with the requirements of this Paragraph. 

If any term or provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.  

No amendment to or modification of or rescission, termination, or discharge of the Agreement is effective unless it is in writing and signed by an authorized representative of each Party. The Parties may amend the Services to add, discontinue and modify such Services provided by you to Yalla by mutual agreement and the written execution of additional or amended SOWs, which will be incorporated into the Agreement.  No waiver by either Party of any of the provisions shall be effective unless explicitly set out in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from the Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

All rights and remedies provided in the Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties or otherwise. Each Party acknowledges and agrees that (a) a breach or threatened breach by such Party of any of its obligations under Sections 8 or 11 of these Terms & Conditions would give rise to irreparable harm to the other Party for which monetary damages would not be an adequate remedy and (b) in the event of a breach or a threatened breach by such Party of any such obligations, the other Party shall, in addition to any and all other rights and remedies that may be available to such Party at law, at equity or otherwise in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security, and without any requirement to prove actual damages or that monetary damages will not afford an adequate remedy. Each Party agrees that such Party will not oppose or otherwise challenge the appropriateness of equitable relief or the entry by a court of competent jurisdiction of an order granting equitable relief, in either case, consistent with the terms of this Paragraph. 

Neither Party may assign, transfer, or delegate any or all of its rights or obligations under the Agreement, without the prior written consent of the other Party; provided, however, that Yalla may assign this Agreement to a successor-in-interest by consolidation, merger, or operation of law or to a purchaser of all or substantially all of Yalla’s assets. No assignment shall relieve the assigning Party of any of its obligations hereunder. Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

The Agreement is governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its conflict of laws provisions.  Nothing in the Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the Parties. You are an independent contractor pursuant to the Agreement. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any third party.