Warm and Tote LLC Responsibility – Warm and Tote LLC will not sell, ship, or endorse any business owner on the Warm and Tote Blog. Warm and Tote LLC will solely provide real estate on their website for advertising purposes in exchange for a monthly fee and waives all responsibilities to business owner customers. Warm and Tote LLC is not responsible for the merchantability or content on business owner websites.
Release and Indemnification: Business Owner hereby agrees to release, indemnify, defend (with legal counsel satisfactory to Warm and Tote LLC), and hold Warm and Tote LLC, its officers, directors, employees and agents and the Warm and Tote LLC 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 business owner, its employees, subcontractors or agents and Actions which result from or arise out of or in connection with: (a) business owner’s participation on the Warm and Tote LLC Blog; (b) a breach by business owner of any agreements, covenants, promises or other obligations under the Terms and Conditions; (c) any matter for which business owner 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 business owner; (f) harm or injury (including death) to business owner; and (g) loss of or damage to property or the business or profits of business owner, whether caused by cyber security breach or attack, negligence, intentional act, accident, act of God, theft, mysterious disappearance or otherwise.
Optional Participation – Business owner can opt out of the Warm and Tote Blog at any time with a 30-day written notification. There is no contractual obligation. Warm and Tote LLC will not issue pro-rata refunds. Business owner – directed withdrawal from the blog will forfeit their ad position.
Cancellation by Business Owner: 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 Warm and Tote LLC, info@warmandtote.com. Cancellations received after the 30-day advance requirement will not be honored.
Cancellation by Warm and Tote LLC: If Warm and Tote LLC cancels the Warm and Tote Blog for any reason, Warm and Tote LLC shall have no liability to business owners other than a refund of the ad fee(s).
Termination: Warm and Tote LLC reserves the right to cancel a business owner’s agreement for any or no reason or as it deems necessary, with a 30 days’ notice.
Observance of Laws: Business owner shall abide by and observe all federal, state and local laws, codes, ordinances, rules and regulations, and all rules and regulations of the Warm and Tote Blog. Business owner shall be solely responsible for obtaining any licenses, permits or approvals under federal, state or local law applicable to its activities on the blog. Business owner 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 Warm and Tote blog.
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 – Warm and Tote LLC is not responsible for licensing compliance. All Business owners are solely responsible for complying with regarding to license restrictions (i.e. IP permission to sell on social media, company website or any other licensing restrictions.) If business owner otherwise fails to comply with its requirements to operate, such would constitute a breach of the Terms and Conditions and business owner’s ability to advertise or operate in the blog would be immediately revoked. In such case there will be no refund of any fees remitted.
Business Owner Fees – Business owner fees of $25 are due and payable, monthly, based on the date of your registration, without exception. If payment is not received by the each month, a business owner’s ad space will be terminated if the account fails to become current within the month in which advertising space is rendered. Business owner fees are payable as recurring payments. Participation in the Warm and Tote Blog by the business owner is prohibited if “failed payment” is considered consistent (3 months or more) by Warm and Tote LLC.
Ad Placement – Warm and Tote LLC will position business owner ads based on its native content.
Assumption of Risk: Business owner expressly assumes all risks associated with, resulting from, or arising in connection with business owner’s participation in the Warm and Tote Blog, including, without limitation, all risks of theft, loss, harm, property, business or profits of business owner, whether caused by negligence, intentional act, accident, act of God or otherwise. Business owner has sole responsibility for its intellectual property or any theft, damage, or other loss to such intellectual property. Warm and Tote LLC is not liable for any loss sustained by a business owner including but not limited to losses sustained as a result of the business owner’s or any third party’s failure to access the Warm and Tote Blog website, or as a result of any breakdowns in a business owner’s equipment, software errors by business owner, or incomplete or inaccurate transfer of information by business owner.
Photography/Recording: Business owner shall not photograph or record video of a product of another business owner. Digital images or recording of the Warm and Tote Blog in general or any portion thereof is prohibited.
Objectionable Exhibits and Displays: No area of the Warm and Tote Blog shall be used for any improper, immoral, illegal, or objectionable purpose. At its discretion, if at any time Warm and Tote LLC deems a virtual ad, or its contents objectionable, Warm and Tote LLC reserves the right to remove and/or cancel the virtual ad space or any portion thereof at business owner’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 Warm and Tote LLC, is detrimental to or unsuitable for the Warm and Tote Blog or jeopardizes the blog’s safe operations. This right may be exercised by Warm and Tote LLC at any time. If the right is exercised, Warm and Tote LLC, or Warm and Tote Blog shall not be liable for refund of ad space, profits or any other expense or damage incurred by reason of Warm and Tote LLC’s removal of objectionable contents or cancellation of the ad space or any portion thereof. Business owner 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 Warm and Tote LLC, its directors, officers, agents, employees and/or servants and the Warm and Tote Blog (the “Blog”) for such removal and/or cancellation.
Articles to be Displayed: Ad space assigned to a business owner is for its exclusive use. A business owner will: (i) only promote products and services that it has submitted and that have been approved by Warm and Tote LLC ad relations; and (ii) not share or sublet any ad space. Failure to comply is deemed a cause for cancellation of the ad space. Business owner’s products and services on the Warm and Tote Blog do not include Warm and Tote LLC’s endorsement of the products or guarantee of satisfactory product performance.
Operation and Conduct: Warm and Tote LLC will provide requirements and technical specifications to business owners that must be met in order to participate on the Warm and Tote Blog including ad requirements and specifications (Warm and Tote LLC reserves the right to change the ad requirements). Business owners are responsible for creating and providing specific ad content to Warm and Tote LLC. If a business owner fails to respond in a timely manner for content or otherwise fails to deliver content, Warm and Tote LLC shall be under no obligation to provide a refund. All expenses incurred by a business owner in participating in the Warm and Tote Blog shall be borne solely by the business owner.
Listings and Promotional Materials: By advertising on the Warm and Tote Blog business owner grants to Warm and Tote LLC, a fully paid, perpetual non-exclusive license to use, display and reproduce the name, trade names and product name, of business owner in any directory (print, electronic or other media) listing the business owners on the Warm and Tote Blog and to use such names in Warm and Tote Blog promotional materials. Warm and Tote LLC shall not be liable for any errors in any listings or descriptions or for omitting any business owner from the blog or other lists or materials. Warm and Tote LLC may also capture screenshots and video of business owner’s virtual space and use such photographs for any lawful Warm and Tote Blog purpose.
Consent to Intellectual Property: Business owner represents to Warm and Tote LLC and unconditionally guarantees that any elements of text, graphics, photos, design, copyrights, trademarks or other artwork furnished to Warm and Tote LLC or any recordings of music, videos, movie clips, or audio-visuals that business owner may use in its ads and website are owned by business owner or that the business owner has written permission from the rightful owner to use each of these elements, and will hold harmless, protect and defend Warm and Tote LLC from any claim, suit, loss, expense or cost arising from the use of such elements furnished by business owner, including reasonable attorney’s fees.
Violations: Business owner 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 Warm and Tote LLC at any time. Warm and Tote LLC 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 Warm and Tote LLC. Any violation by a business owner of any of the Terms and Conditions and/or such additional rules and regulations shall subject such business owner to cancellation of business owner’s ad space, to forfeiture of any monies paid on account thereof, to possible fines and charges, could make business owner ineligible for future participation in the Warm and Tote Blog and loss of other blog privileges as determined by Warm and Tote LLC and depending on the violation could subject business owner to any of the remedies listed in its agreement with Warm and Tote LLC and/or the code of conduct. Upon Warm and Tote LLC’s notifying business owner of such cancellation, Warm and Tote LLC shall have the right to take possession of business owner’s virtual ad space.
Complete Agreement: The parties agree that the Application and Terms and Conditions (and any other agreement referred to herein, including business owner’s license agreement with Warm and Tote LLC 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 business owner’s behalf shall be deemed to have full authority to do so and shall have no right to claim against Warm and Tote LLC 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 Warm and Tote LLC. Business owner signature is an agreement to the Warm and Tote LLC terms and conditions in its whole and part context.
