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JustUs App Marketing Terms and Conditions

   

JustUs App Responsibility – JustUs App is a D.B.A. of Warm and Tote LLC and is herein referred to as JustUs App. JustUs App will not sell, ship, or endorse any vendor on the marketplace. JustUs App will solely provide real estate on their app for advertising purposes in exchange for a monthly fee and waives all responsibilities to vendor customers. JustUs App is not responsible for the merchantability or content on vendor websites.

 

Release and Indemnification: Vendor hereby agrees to release, indemnify, defend (with legal counsel satisfactory to JustUs App), and hold JustUs App, its officers, directors, employees and agents and the JustUs App harmless from any claims, demands, suits, liabilities, damages, losses, costs, reasonable attorneys’ fees and expenses including (“Actions”), for bodily injury (including death and workers compensation claims), damage to real or tangible personal property arising from or related to the negligence or other tortious acts, errors, and omissions of vendor, its employees, subcontractors or agents and Actions which result from or arise out of or in connection with: (a) vendor’s participation on the JustUs App; (b) a breach by vendor of any agreements, covenants, promises or other obligations under the Terms and Conditions; (c) any matter for which vendor is otherwise responsible under the terms of these Terms and Conditions; (d) any violation or infringement (or claim of violation or infringement) of any law or ordinance or the rights of any party under any patent, copyright, trademark, trade secret or other proprietary right; (e) any libel, slander, defamation or similar claims resulting from the actions of vendor; (f) harm or injury (including death) to vendor; and (g) loss of or damage to property or the business or profits of vendor, whether caused by cyber security breach or attack,  negligence, intentional act, accident, act of God, theft, mysterious disappearance or otherwise. 

 

Optional Participation – A JustUs App vendor can opt out of the JustUs App at any time with a 30-day written notification. There is no contractual obligation. JustUs App will not issue pro-rata refunds. Vendor-directed withdrawal from the marketplace will forfeit their ad position. 

 

Cancellation by Vendor: Requests to cancel ad space will be accepted only 30 days before the subsequent month of which cancellation will take place. All cancellation requests must be given by written notice only and sent via email to JustUs App info@warmandtote.com. Cancellations received after the 30-day advance requirement will not be honored. 

 

Cancellation by JustUs App: If JustUs App cancels the JustUs App for any reason, JustUs App shall have no liability to vendors other than a refund of the ad fee(s). 

 

Termination: JustUs App reserves the right to cancel a vendor’s agreement for any or no reason or as it deems necessary, with a 30 days’ notice.

 

Observance of Laws: Vendor shall abide by and observe all federal, state and local laws, codes, ordinances, rules and regulations, and all rules and regulations of the JustUs App. Vendor shall be solely responsible for obtaining any licenses, permits or approvals under federal, state or local law applicable to its activities on the JustUs App. Vendor shall be solely responsible for obtaining any necessary tax identification numbers and permits and for paying all taxes, license fees, use fees, or other fees, charges, levies, or penalties that become due to any governmental authority in connection with its activities on the JustUs App. 

 

Venue: The Terms & Conditions will be governed by and interpreted and enforced in accordance with the laws of the Commonwealth of Pennsylvania (without regard to any conflict of law provisions) and the decisions of the Pennsylvania courts. The parties hereto irrevocably consent to the exclusive jurisdiction of the First Judicial District of Pennsylvania, being the Philadelphia Court of Common Pleas and waive any claim or defense that such forum is not convenient or proper.

 

Licensing – JustUs App is not responsible for licensing compliance. All vendors are solely responsible for complying with their respective organizations regarding license restrictions (i.e. IP permission to sell on social media, company website or any other licensing restrictions.) If vendor otherwise fails to comply with its organizational requirements to operate, such would constitute a breach of the Terms and Conditions and vendor’s ability to advertise or operate on the JustUs App would be immediately revoked. In such case there will be no refund of any fees remitted

 

 

License Expiration– If a vendor’s license expires while on the JustUs App, they will be removed from the JustUs App until the vendor secures an updated license. Vendors are invited to return to the JustUs App as ad space is available. If vendor otherwise fails to comply with its organizational requirements to operate, such would constitute a breach of the Terms and Conditions and vendor’s ability to advertise or operate on the JustUs App would be immediately revoked. In such case there will be no refund of any fees remitted

 

Vendor Fees – Vendor fees of $20 are due and payable each month, based on the day of your registration, without exception. If payment is not received by the 1st of each month, a vendor’s ad space will be terminated if the account fails to become current within the month in which advertising space is rendered.  Vendor fees are payable as recurring payments. Participation in the JustUs App by the vendor is prohibited if “failed payment” is considered consistent (3 months or more ) by the JustUs App.

 

Ad Placement – The JustUs App will position vendor ads based on a first come first serve basis. 

 

Assumption of Risk: Vendor expressly assumes all risks associated with, resulting from, or arising in connection with vendor’s participation in the JustUs App, including, without limitation, all risks of theft, loss, harm, property, business or profits of vendor, whether caused by negligence, intentional act, accident, act of God or otherwise. Vendor has sole responsibility for its intellectual property or any theft, damage, or other loss to such intellectual property. JustUs App is not liable for any loss sustained by vendor including but not limited to losses sustained as a result of the vendor’s or any third party’s failure to access the JustUs App website, or as a result of any breakdowns in vendor’s equipment, software errors by vendor, or incomplete or inaccurate transfer of information by vendor. 

 

Photography/Recording: Vendor shall not photograph or record video of a product of another vendor. Digital images or recording of the JustUs App in general or any portion thereof is prohibited. 

 

Objectionable Exhibits and Displays: No area of the JustUs App shall be used for any improper, immoral, illegal, or objectionable purpose. At its discretion, if at any time JustUs App deems a virtual ad, or its contents objectionable, JustUs App reserves the right to remove and/or cancel the virtual ad space or any portion thereof at vendor’s sole expense. This reservation includes persons, things, conduct, activities, printed matter, signs, products, or any item of poor character, which, in the sole judgment of JustUs App, is detrimental to or unsuitable for the JustUs App or jeopardizes the app’s safe operations. This right may be exercised by JustUs App at any time. If the right is exercised, JustUs App, or Warm and Tote LLC  shall not be liable for refund of ad space, profits or any other expense or damage incurred by reason of JustUs App’s removal of objectionable contents or cancellation of the ad space or any portion thereof. Vendor hereby expressly waives any, and all rights and claims, actions, and demands for damages, costs and expenses, including without limitation, legal fees, lost profits, profit predictions and costs of goods sold, against JustUs App, its directors, officers, agents, employees and/or servants and the JustUs App (Warm and Tote LLC) for such removal and/or cancellation. 

 

Articles to be Displayed: Ad space assigned to a vendor is for its exclusive use. A vendor will: (i) only promote products and services that it has submitted and that have been approved by JustUs App vendor relations; and (ii) not share or sublet any ad space. Failure to comply is deemed a cause for cancellation of the ad space. Vendor’s products and services on the JustUs App do not include JustUs App’s endorsement of the products or guarantee of satisfactory product performance. 

 

Operation and Conduct: JustUs App will provide requirements and technical specifications to vendors that must be met in order to participate on the JustUs App including ad requirements and specifications (JustUs App reserves the right to change the ad requirements). Vendors are responsible for creating and providing specific ad content to JustUs App. If a vendor fails to respond in a timely manner for content or otherwise fails to deliver content, JustUs App shall be under no obligation to provide a refund. All expenses incurred by a vendor in participating in the JustUs App shall be borne solely by the vendor. 

 

Listings and Promotional Materials: By vending on the JustUs App, vendor grants to JustUs App, a fully paid, perpetual non-exclusive license to use, display and reproduce the name, trade names and product name, of vendor in any directory (print, electronic or other media) listing the vendors on the JustUs App and to use such names in JustUs App promotional materials. JustUs App shall not be liable for any errors in any listings or descriptions or for omitting any vendor from the marketplace or other lists or materials. JustUs App may also capture screenshots and video of vendor’s virtual space and use such photographs for any lawful JustUs App purpose. 

 

Consent to Intellectual Property: Vendor represents to JustUs App and unconditionally guarantees that any elements of text, graphics, photos, design, copyrights, trademarks or other artwork furnished to JustUs App or any recordings of music, videos, movie clips, or audio-visuals that vendor may use in its ads and website are owned by vendor or that the vendor has written permission from the rightful owner to use each of these elements, and will hold harmless, protect and defend JustUs App from any claim, suit, loss, expense or cost arising from the use of such elements furnished by vendor, including reasonable attorney’s fees. 

 

Violations: Vendor shall be bound by the Terms and Conditions set forth in the application and by such additional rules and regulations which may be established by JustUs App at any time. JustUs App shall enforce all Terms and Conditions and such additional rules and regulations, and its decision on these matters will be final. All matters and questions not covered by the Terms and Conditions and such additional rules and regulations shall be subject to the final judgment and decision of JustUs App. Any violation by a vendor of any of the Terms and Conditions and/or such additional rules and regulations shall subject such vendor to cancellation of vendor’s ad space, to forfeiture of any monies paid on account thereof, to possible fines and charges, could make vendor ineligible for future participation in the JustUs App and loss of other app privileges as determined by JustUs App and depending on the violation could subject vendor to any of the remedies listed in its agreement with JustUs App and/or the code of conduct. Upon JustUs App’s notifying vendor of such cancellation, JustUs App shall have the right to take possession of vendor’s virtual ad space. 

 

Complete Agreement: The parties agree that the Application and Terms and Conditions (and any other agreement referred to herein, including vendor’s license agreement with JustUs App and the code of conduct) contain the complete agreement between the parties and supersedes any prior understandings, agreements, or representations by or between the parties, written or oral, which may have related to the subject matter hereof in any way. The person signing the registration form on the vendor’s behalf shall be deemed to have full authority to do so and shall have no right to claim against JustUs App that such person or persons did not have such authority. 

 

 

Separation Clause: If any provision of the Terms & Conditions, or the application of any provision to any person, entity or circumstances, is held invalid or unenforceable, the remainder of the Terms and Conditions and the application of such provision(s) to other persons, entities or circumstances will remain valid and enforceable

 

Terms and conditions must be signed and submitted with their application to the JustUs App. Vendor signature is an agreement to the JustUs App terms and conditions in its whole and part context.     

                                           

 

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