To be an authorised Affiliate of www.Yoonla.com, you agree to abide by the Terms and Conditions contained in this Agreement.
As used in this Agreement:
“Yoonla” or “we”, "our" or "us" means Yoonla.com (or its beneficial or legal owner as the context may require). Yoonla is a registered trademark and all references to Yoonla shall be read as Yoonla™.
“Applicant” or “you” means you.
“Affiliate” means an Applicant who has completed the online application form described below and who has been accepted by Yoonla into the Affiliate Program.
“Your Site” means your website on which you promote Yoonla or any Yoonla product or service, as an Affiliate of Yoonla.
The “Yoonla Site(s)” shall mean any websites that are owned and operated by Yoonla.
In order to maintain a high quality program for Affiliates, Yoonla monitors all Affiliate Program activity and does not accept any Affiliates whose web site(s) or online activity does not comply with this Agreement.
1. YOONLA AFFILIATE AGREEMENT
1.1. Affiliate Agreement: By completing and submitting the accompanying (Yoonla) Affiliate Program online application form (as further set out in clause 3), you are agreeing:
(a) to enter into a legal agreement with Yoonla which contains all of the terms and conditions below and governs your participation in the Yoonla Affiliate Program (the “Affiliate Program” "Partner Program" or “Program”).
(b) not to:
(i) Offer incentives of any kind such as for reading emails, clicking on links (including PTC programs), registering to web forms or offering any incentives of any kind for any of Yoonla’s campaigns is strictly prohibited. Anyone found in breach of our policies will be terminated from the Affiliate Program and commission balance set to $0.00.
(ii) Engage in cyber squatting or typo squatting; and/or
(iii) Engage in spamming, indiscriminate advertising or unsolicited commercial email;
(iv) Operate or utilize a Web site or email link to Web sites that contain or promote any of these types of content: libellous, defamatory, obscene, pornographic, abusive, violent, bigoted, hate-oriented, illegal, cracking, hacking or warez, or that offer any illegal goods or service, or link to a Web site(s) that do so; and/or
(v) Mislead others;
1.2.Purpose: The purpose of this Agreement is to govern the terms and conditions relating to:
(a) HTML linking between Your Site and the Yoonla Site(s); and
(b) Your membership to the Yoonla Affiliate Program(s).
2. STATEMENT OF INVESTIGATION
2.1. Independent Evaluation: You acknowledge that you have read this Agreement and agree to all of its terms and conditions. You acknowledge that you have independently evaluated the desirability of participating in the Yoonla Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
2.2. Jurisdiction: You acknowledge and understand that as well as being bound by this Agreement, you may be subject to laws in your own jurisdiction, including (but not limited to) laws and regulations relating to affiliate marketing, referral selling, privacy and information gathering, electronic communications, fair trading, tax, financial reporting and company or other corporate reporting. You are responsible for compliance with the laws of your own jurisdiction and you should seek independent legal and financial advice in your jurisdiction to ensure that your use of any Yoonla product or service, including your membership to the Yoonla Affiliate Program, does not breach the laws of your jurisdiction.
2.3. Yoonla Products: You acknowledge and understand that you are NOT required to purchase any product, including any Yoonla product, or acquire any service, to be eligible to enter the Yoonla Affiliate Program. Membership to the Affiliate Program is by application only.
3. APPLICATION TO THE YOONLA AFFILIATE PROGRAM
3.1.Your Application: To begin the application process, you must submit a complete Affiliate Program application. Yoonla may reject or terminate your application if it determines (in its sole discretion) that you are unsuitable for the Yoonla Affiliate Program for any reason, including but not limited to:
(a) If you incorporate images, text or content that is in any way:
(i) is lewd, profane, obscene, or indecent, including any content that is violent or pornographic or that contains nudity, explicit violent or sexual material, or depictions of violent or sexual acts;
(ii) is harassing, threatening, abusive, inflammatory or otherwise objectionable, including content used to harass, stalk or threaten a person;
(iii) is unlawful or that could facilitate the violation of any applicable law, regulation or governmental policy;
(iv) offers or disseminates any fraudulent goods, services, schemes or promotions, including any make-money-fast schemes, chain letters, or pyramid schemes;
(v) is libellous, defamatory, knowingly false or misrepresents another person;
(vi) infringes upon the intellectual property rights of any third party, including the copyrights, trademarks, trade names, trade secrets or patents of such third party;
(vii) is harmful to Yoonla’s or any other party’s systems and Programs, including any transmissions which may damage, interfere with, surreptitiously intercept, or expropriate any system, program, data or personal information;
(viii) violates any obligation of confidentiality;
(ix) violates the privacy, publicity, moral or any other right of any third party; and
(x) consists of any other content that Yoonla in its sole discretion deems to be unacceptable content; or
(b) If you are threatening or abusing in any way, any of Yoonla’s staff, including directors, managers, support operators and/or web designers; or
(c) If you provide us with fake details such as your name and/or address or, if requested, you provide us with a fake copy of your photo id.
3.2. Suspension or Termination: Your account(s) may also be suspended or terminated when multiple active Affiliate accounts have been found to be registered under the same personal data including name, email address etc. If Yoonla rejects or terminates your application, you may re-apply at any time, and Yoonla may reconsider the application.
3.3. Related Party: Yoonla reserves the right to decline (in its sole discretion) any application submitted by any relative, friend and/or acquaintance of any Yoonla employee (including support staff and managers).
4.1.No warranties or representations: Except as expressly set forth in the Agreement, Yoonla makes no representations or warranties, and to the maximum extent permitted by law, expressly disclaims any representations or warranties, express or implied, regarding the Affiliate Program, the Links, trademarks, the Yoonla Sites, any service provided by Yoonla and any content, tools, or related documents or materials (in electronic form or otherwise) provided by Yoonla, including, without limitation, any implied warranty of merchantability or fitness for a particular purpose, title or non-infringement and implied warranties arising from a course of dealing or course of performance or trade usage. Yoonla expressly disclaims any representation or warranty regarding the performance, availability, functionality, or any other aspect of the Yoonla Sites.
4.2. No guarantee of earnings: Every effort has been made to accurately represent Yoonla, its products and services and the Affiliate Program, and their potential. However, we are NOT responsible for any of your actions and no guarantees are made that you will achieve any results from our website, or the ideas or techniques in our videos or other marketing materials. Any examples we give of actual earnings or savings, or examples of actual results (for example, conversion rates) are factual and can be supported, but are illustrative only, and are not representations that the same results will necessarily be achieved by you. Your level of success in attaining the results claimed in our materials depends on the time you devote to your own digital business, ideas and techniques mentioned, your finances and overheads, your network, and your own knowledge and various skills. We do not purport that any of our products or services are, or should be marketed as a “Get Rich Scheme”. We only support and advocate sustainable and value-based digital marketing.
4.3.Not uninterrupted: You understand that the operation and/or use of the Links, Your site or the Yoonla Site(s) may not be uninterrupted or error free, and may have errors or omissions. You agree that Yoonla will not be liable for any interruptions or errors in using the Links.
5. PROMOTIONAL METHODS
5.1.Good faith: You must ensure at all times that you do not mislead the visitor. You shall not cause any transactions to be made that are not in good faith, including, but not limited to, using any device, program, robot, I frames, or hidden frames.
5.2.Unsolicited emails: Promoting Yoonla via unsolicited email is strictly prohibited and you agree to not reference Yoonla in any way, shape, or form, in any email that you send in which the recipient has not specifically asked to receive it. In the case of mailings which are conducted by a third party on your behalf, you assume full responsibility and you are advised to perform due diligence to ensure that the mailing list is in fact 100% opt-in. Furthermore, you MAY NOT link to Yoonla from any URL that is promoted via unsolicited email. You represent and warrant that you will not engage in and/or facilitate spamming, indiscriminate advertising or unsolicited commercial email or otherwise fail to comply with any laws and/or regulations whether in New Zealand or elsewhere that govern email marketing and/or communications. You MUST comply with the Unsolicited Electronic Messages Act 2007 in New Zealand or the equivalent legislation applicable to your jurisdiction. You represent and warrant that you will not engage in pop-up or pop-under advertising using any means involving third party properties and/or services (software). Pop up/unders are acceptable on a first party basis only when triggered by Your Site content /site visit or by downloadable software applications for which you are the owner/operator. Pop up/unders delivered through downloadable software cannot engage in means that force clicks or perform redirects, or pop over a pay-per-click listing or natural search results.
5.3. Prohibitions: It is strictly prohibited to:
(a) Undertake any activities or make any representations in connection with Yoonla which could deceive or mislead any person or which might otherwise be in breach of the Fair Trading Act 1986 (or any amendment to the Act) or any other relevant legislation in the jurisdiction in which you are advertising.
(b) Advertise or promote Yoonla or any Yoonla product or service using reference or claims to any income/earning potential of Affiliates or through use of any Yoonla product or service. Overhyped or excessive claims in particular are likely to mislead your customers and are not condoned by Yoonla.
5.4.Termination: You understand and agree that Yoonla may immediately terminate this Agreement (and your Affiliate membership) and permanently withhold all commissions due if you are found in violation of this policy.
6. LINKING YOUR SITE TO YOONLA AND LIMITED LICENSE GRANT
6.1.Yoonla Marks: We may also provide you with banner, banner advertisements, button links, or text links to the Yoonla Site(s), containing Yoonla’s trademarks, service marks, trade names, logo and words identifying Yoonla (the “Yoonla Marks”) (each of these advertisements and links referred to in this agreement as “Links”, or individually as a “Link”), which, subject to these terms and conditions, you may display on Your Site. In utilizing the Links, you agree that you will cooperate fully with Yoonla in order to establish and maintain such Links. All Affiliates shall display such Links prominently throughout their Affiliate Site. Each Link connecting users of Your Site to Yoonla Sites will in no way alter the look, feel or functionality of Yoonla. Site. Yoonla has the right in its sole discretion to monitor Your Site at any time and from time to time to determine if you are in compliance with the terms of this Agreement. You also agree that you will substitute such images with any new images provided by Yoonla from time to time throughout the term of this Agreement.
6.2. Licence: Subject to the terms and conditions of this Agreement, Yoonla grants you a limited, non-exclusive, non-assignable, non-transferable, royalty-free license to:
(a) Place Links on the Your Site during the term of this Agreement; and
(b) Use the Yoonla Marks as incorporated into the Links, for the sole purpose of linking to the Yoonla Site(s).
7. OWNERSHIP OF LINKS AND YOONLA.COM MARKS
7.1.Limited Licence: You acknowledge that all right, title and interest in the Links and the Yoonla Marks are exclusively owned by Yoonla and/or its licensors, and that no right other than the limited license granted in this Agreement is provided to you. You shall not assert copyright, trademark or other intellectual property ownership or other proprietary rights whether in New Zealand or elsewhere, in the Links or the Yoonla Marks or in any element, derivation, adaptation, variation or name of the Links or Yoonla Marks.
7.2. Use of Yoonla Marks and Links: You agree that your use of the Links and the Yoonla Marks inures to the benefit of Yoonla. All goodwill or reputation in the Links and the Yoonla Marks shall automatically vest in Yoonla when the Links are used by you pursuant to this Agreement. You shall not contest the validity of any of the Yoonla Marks or Yoonla’s exclusive ownership of them. During the term of this Agreement, you shall not adopt, use, or register, or apply for registration of, whether as a corporate name, trademark, service mark or other indication of origin, whether in New Zealand or elsewhere, any of the Yoonla Marks, or any word or mark confusingly similar to them in any jurisdiction.
8. Commission (Affiliate Financial Compensation)
8.1. Commission: We will pay you in United States dollars on a pay-per-sale basis (per completed sale, based on a percentage), as applicable to the particular program/campaign, at the rate specified on your Affiliate Control Panel.
8.2. Completed Sale:A completed sale of a Yoonla product or service is achieved when one of your referrals (not being you or through your own affiliate account) purchases a Yoonla product or service and we receive purchase monies in cleared funds in our account and no refunds and/or chargebacks have occurred. Yoonla reserves the right to determine, in its sole discretion, whether a sale is completed for the purposes of paying any pay-per-sale commissions to Affiliates.
8.3.Affiliate Control Panel: All Affiliates that are accepted to the Yoonla Affiliate Program will have access to their own personal Affiliate Control Panel where they will find the current and accurate pay rate for the relevant program/campaign. The pay rate may be changed by Yoonla in its sole discretion, without notice and will be updated within the Affiliate Control Panel. The current and accurate pay rate will be displayed within the Affiliate Control Panel and will apply to you immediately.
8.4. You understand that Yoonla monitors all Affiliate registrations and subscriptions, and agree that Yoonla may immediately terminate this Agreement and permanently withhold all commissions due if you are found in violation of this policy.
8.5. Fee Payments:
(a) Yoonla will pay all qualifying commission payments to you in United States dollars. The details of payments, including the amounts/percentages and the timing of processing and making payments, can be found on the Yoonla Partner Page. All Affiliate payments are subject to:
(i) A sale of a Yoonla product or service being completed to Yoonla's satisfaction (if applicable to the relevant program/campaign);
(ii) You having reached the minimum sale threshold (currently 2 sales or as otherwise advised on the Yoonla Partner Page); and
(iii) Your account not being under investigation for fraud.
8.6. Bonus Payments:
(a) You may become entitled to bonus commission payments either at the time when your application is accepted by Yoonla or otherwise at the discretion of Yoonla. Any programs/campaigns which attract bonus commission payments will be notified to you by Yoonla as implemented and details of the relevant pay rates for those programs/campaigns will be appear in your Affiliate Control Panel.
(b) Yoonla reserves the right to alter or withdraw any or all bonus commission payments at any time, by notice to Affiliates. Affiliates will also be notified of any new bonus commission policies established by Yoonla.
8.7. Payment Methods:
(a) Payment will be paid via Stripe or other secure payment methods that may be accepted by Yoonla from time to time. Receiving your payments via Stripe will be instant and it’s a safe, easy, secure way to send and receive money online. It is your full responsibility to provide us with accurate payout details and keep them up to date at all times. By accepting this Agreement you agree that Yoonla can never be held responsible if the payment details are incorrect and payment fails to reach you even though we have sent your payment.
(b) You are responsible for any and all fees, taxes, exchange rates, surcharges and other expenses incurred in order to receive your commissions. Please check with your local banking institution or with www.stripe.com to find out if any of these apply for your area/country.
8.8.Tax Reporting: You will be fully responsible for paying your own taxes by the rules and laws of your country of residence. Yoonla will not deduct any tax from payouts made to you, except to the extent required by law. You should seek independent financial advice on your tax and other financial obligations.
8.9. Rules, Policies and Procedures: Any Affiliates who register for any Yoonla service or product will be deemed to be customers of Yoonla, and accordingly, all Yoonla rules, policies, and operating procedures will apply. We will determine the prices charged for the Yoonla services provided to Affiliates under this Affiliate Program in accordance with our own pricing policies. Yoonla, at its sole discretion, may change its rules, policies, operating procedures, services offered, pricing and fees at any time without prior notice.
8.10. Dispute or Discrepancy: If a dispute or a perceived discrepancy arises between the Affiliate and Yoonla, the Affiliate has 60 calendar days from the date of the purchase is made by the Affiliate’s referral, (the sign up date counting as day 1), to notify Yoonla of such dispute and file a claim. After the 60 day grace period has lapsed (day 61+), all disputes and or claims will be considered null and void.
9.1.Yoonla actively monitors traffic, actions, commissions and other Affiliate Program related activities for potential fraud. If Yoonla suspects that your account has been used in a fraudulent or non-bona fide manner, your account may be deactivated effective immediately and with no notice to you, pending further investigation. If you add actions, or inflate actions, through the use of fraudulent means of traffic generation, as determined solely by Yoonla, you will forfeit all of the payments related to that Program and your Affiliate account will be terminated effective immediately. Yoonla reserves sole judgment in determining fraud, and you agree to be bound by any and all such determinations as a final judgment on the matter. It is your OBLIGATION to prove to Yoonla that you have NOT engaged in fraud. Yoonla will freeze all of your commission payments until you have satisfactorily provided evidence that demonstrates to Yoonla that you have not engaged in fraud. If you are unable to provide Yoonla with satisfactory evidence that you have not engaged in fraud within seven (7) days of your commission payment(s) being frozen,” then Yoonla reserves the right to terminate your Affiliate account and cancel any payments due to you, at its sole discretion and without any further obligations to you.
10. OBLIGATIONS REGARDING YOUR SITE
10.1. You are solely responsible for the development, operation, and maintenance of Your Site and for all materials and content that appear on Your Site. Yoonla will not be responsible for, and disclaims all liability for, any of the foregoing, and you agree to indemnify and hold Yoonla harmless from: all damages; claims; fees (including legal fees on a solicitor/client basis); and expenses arising from or relating to the development, operation, or maintenance of Your Site and any content displayed on Your Site including but not limited to any claim that content displayed on Your Site infringes or misappropriates any intellectual property right of a third party. You agree that:
(a) You will, as soon as reasonably practicable, notify us in writing of any known or reasonably suspected claim;
(b) You will not make any admission of liability or agree to any settlement or compromise in relation to a claim, without our written consent;
(c) You will, at your own expense, conduct any negotiations, proceedings and/or litigation that you deem appropriate provided that you keep us notified; and
(d) You will immediately modify or replace the infringing material so as to avoid the infringement or alleged infringement from reoccurring.
11. TERM OF THE AGREEMENT
11.1.The term of this Agreement begins upon Yoonla’s acceptance of your application for the Affiliate Program, and ends when terminated by either party in accordance with this Agreement
12. TERMINATION OF THE AGREEMENT
12.1. Termination for no cause: This Agreement may be terminated by either party at any time, for any reason or no reason, upon 24 hours' notice.
12.2. Termination for cause: This Agreement may be terminated by us immediately if you breach this Agreement. Your account may be deactivated during investigation of any breach of this Agreement. If this Agreement is terminated based upon your breach, you shall not be eligible to enter into a new Affiliate Agreement with Yoonla, and any attempt to do so shall be null and void. Within 24 hours after termination (whether by you or Yoonla), you must remove the Yoonla Links and any other Yoonla Marks from Your Site and you must destroy or erase from computer memory or any other storage device any items you might have that contain Yoonla Links, Yoonla Marks or Yoonla Confidential Information (as defined in this Agreement). Any licences, linking or other rights granted to the Affiliate pursuant to this Agreement will immediately cease upon termination of this Agreement.
12.3. Temporary deactivation: Yoonla may temporarily deactivate or terminate your account (in its discretion) if:
(a) A third party disputes your right to use any Link, domain name, trademark, service mark, trade dress, or right to offer any service or good offered on your web site, or through any of your promotional means.
(b) You begin proceedings to challenge Yoonla’s proprietary rights;
(c) Yoonla determines you are infringing, misusing, diluting, tarnishing or blurring Yoonla’s proprietary rights;
(d) Yoonla determines there has been fraudulent activity or a pattern of non-bona fide transactions in relation to your account;
(e) You have a negative balance in your account;
(f) You or your agent are responsible for the improper functioning of ad content, or if you otherwise interfere with and/or fail to maintain the tracking code;
12.4. Effect of Termination: Termination from our Affiliate Program and termination of this Agreement, and may result in a clawback of one or more payouts. Upon termination, Yoonla will pay you any commissions you might have earned before termination (including any bonus commissions), 90 days after this Agreement is terminated. If your account has been terminated for violating our policy or is under review for fraudulent activity, any and all commissions will be permanently frozen and/or withheld.
13. MODIFICATION OF TERMS AND CONDITIONS
13.1.Yoonla may modify any of the terms and conditions contained in this Agreement and it will be the Affiliate’s full responsibility to check the terms & conditions on a regular basis. The current and accurate terms & conditions will be available on our website at all times with the Affiliate sign-up form. If a modification is unacceptable to you, you may terminate this Agreement by giving notice of termination to Yoonla and following the procedures in clause 12 (Termination of the Agreement). If you do not give Yoonla notice of termination in accordance with clause 12 and continue to display the Links on Your Site, then you will be deemed to have accepted the modifications. You acknowledge that by visiting the website from time to time and by using the Yoonla Affiliate Program, you shall become bound to the current version of the relevant terms and conditions (the “current version”) and, unless stated in the current version, all previous versions shall be superseded by the current version. You shall be responsible for reviewing the then current version each time you visit the website and/or use the Yoonla Affiliate Program.
14. RELATIONSHIP OF THE PARTIES
14.1. You and Yoonla are independent contractors, and nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Yoonla. You understand that you do not have authority to make or accept any offers or make any representations on behalf of Yoonla. You may not make any statement, whether on Your Site or otherwise, that would contradict anything in this section.
15.1. Access to Confidential Information: During the term of this Agreement, you may have access to certain Confidential Information (as defined below), you agree:
(a) To keep the Confidential Information confidential using the same degree of care you use to protect your own confidential information, as long as you use at least reasonable care.
(b) Not to use any Confidential Information for any purposes except carrying out your rights and responsibilities under this Agreement; and
(c) Not to disclose any Confidential Information to any third parties (other than your employees and/or consultants reasonably requiring such Confidential Information for the purposes of this Agreement who are bound by obligations of nondisclosure and limited use at least as stringent as those contained in this Agreement) without the express prior written consent of Yoonla;
15.2. Meaning of Confidential Information: For purposes of this Agreement, Confidential Information means any and all information in written, representational, electronic or other form relating directly or indirectly to the present or potential business, operation or financial condition of Yoonla (including, but not limited to, marketing plans, customer and supplier lists and product data) excluding any such information which at the relevant time:
(a) is known to the public (through no act or omission of the Affiliate in violation of this Agreement);
(b) is lawfully acquired by the Affiliate from an independent source having no obligation to Yoonla; or
(c) was known to the Affiliate prior to its disclosure under this Agreement.
16. GUARANTEE AND INDEMNITY BY DIRECTORS/TRUSTEES
16.1.Directors or Trustees:Where the Affiliate is an incorporated body or a trust, the directors or trustees of the Affiliate (as the case may be) from time to time (the “Covenantor(s)”) agree to provide the following guarantee:
(a) The Covenantor(s) has/have read all of the terms and conditions of this Agreement and understand(s) that this clause 16 is binding upon him/her/them notwithstanding that any part of this Agreement may be found to be irregular or defective in any way.
(b) The Covenantor(s) acknowledges that the guarantee is a continuing one and Yoonla is not bound to exercise or exhaust its remedies under this Agreement before being entitled to enforce the guarantee.
(c) The liability of the Covenantor(s) under this guarantee constitutes a principal obligation of the Covenantor(s) and shall not be relieved or in any way affected in a manner prejudicial to Yoonla by the granting of time, waiver or forbearance to sue by Yoonla or by any act, omission, matter, circumstance or law whereby the Covenantor(s) as surety only would, but for the provisions of this clause, have been released from liability under this Agreement.
(d) The Covenantor(s) (jointly and severally) guarantee(s) to Yoonla the due performance by the Affiliate of all of its obligations under this Agreement. The Covenantor(s) agree(s) that it will cause the Affiliate to comply with the terms of this Agreement.
16.2. Affiliate and Covenantor Indemnity: The Affiliate and the Covenantor(s) each agree that they shall, jointly and severally, indemnify Yoonla upon demand from time to time against all or any costs, losses (including loss of profit and full costs on a solicitor and client basis incurred by Yoonla) or expenses which Yoonla may sustain or incur as a consequence of:
(a) The occurrence or continuance of such default.
(b) Any default by the Affiliate under this Agreement; and/or
17. LIMITATION OF LIABILITY
17.1. Yoonla will not be liable for lost profits, lost business opportunities or any other indirect, special, punitive, incidental, or consequential damages arising out of, or related to, this Agreement, the Links, the Yoonla service or Yoonla Affiliate Program, even if Yoonla has been advised of the possibility of such damages, including loss of data or loss or interruption of services or communications. Further, Yoonla’s aggregate liability for direct damages arising under this Agreement will not exceed the amount of the total commissions paid or payable to you under this Agreement.
18. MISCElLANEOUS PROVISIONS
18.1. Governing Law: This Agreement will be governed by the laws of New Zealand, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the courts located in New Zealand and you irrevocably consent to the non-exclusive jurisdiction of such courts.
18.2. No Assignment: You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of and enforceable against the parties and their respective successors and assigns.
18.3. No waiver: Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
18.4. Amendment: You agree that Yoonla reserves the right to change and alter these terms and conditions at its sole discretion and to apply any changes or alterations retroactively as Yoonla sees fit.
18.6. Injunction: The parties acknowledge that monetary damages will not necessarily be an adequate remedy for breach of this Agreement and Yoonla may, in addition to any other legal or equitable remedies, seek an injunction, specific performance or any other legal or equitable relief against such breach or threatened breach without the necessity of posting any bond.
18.7 Invalidity: In the event that any provision of this Agreement shall, in whole or in part, be determined to be invalid, unenforceable or void for any reason, such determination shall affect only the portion of such provision determined to be invalid, unenforceable or void, and shall not affect in any way the remainder of such provision or any other provision of this Agreement. You and Yoonla agree to negotiate in good faith or to permit a court or arbitrator to replace any provision of this Agreement held invalid, unenforceable or illegal with a valid provision that is as similar as possible in substance to the invalid, unenforceable or illegal provision.
18.8. Force Majeure: In no event shall Yoonla have any liability for any delayed performance or non-performance by Yoonla which results, in whole or in part, directly or indirectly, from any cause beyond the reasonable control of Yoonla.
18.9. Clauses Surviving Termination: The provisions of clauses 7 to 12, 14 to 18 (inclusive) and any other clause which, by its nature, is intended to survive termination, shall survive termination or expiration of the Agreement.