Vendor Terms and Conditions
Vendor Terms and Conditions
Effective Date: 09,09, 2019
THIS VENDOR TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNS YOUR ACCESS TO THE REJUJOY WEBSITE (“SITE”) TO SELL PRODUCTS AND SERVICES PURSUANT TO REJUJOY, LLC’S MARKETPLACE PROGRAM (“MARKETPLACE PROGRAM”) AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT AND REJUJOY. BY REGISTERING AS A SELLER ON THE SITE, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
As used in this Agreement, "Rejujoy", “We” or “Our” means Rejujoy, LLC, and "You" or “Seller” means the applicant (if registering for the Marketplace Program as an individual), or the business employing the applicant (if registering for the Marketplace Program as a business).
2. Use on behalf of an organization.
If you use our Site in the course of a business, then by doing so you bind both (a) yourself and (b) the person, company or other legal entity that operates that business, to this Agreement, and in these circumstances, references to "you" in these terms and conditions are to both the individual user and the relevant person, company or legal entity, unless the context requires otherwise.
3. Seller registration and accounts.
To be eligible for a business account on our Site as a Seller, you must be operating a business and:
(a) If you are an individual trader, you must be at least 18 years of age and a resident of the United States;
(b) If you are a partnership, you must be established under the laws of the United States; and
(c) If you are a limited liability company or corporation, you must be organized or incorporated in the United States.
To be eligible for an individual account on our Site as a Seller, you must be at least 18 years of age and a resident of the United States. If you're selling products, you must provide proof of an active Sale and Use Tax Permit issued by a valid government entity within your jurisdiction. If you're selling services, you must provide prove of an active professional license that is required by your State of residence.
In order for Seller to start listing products and services on the Site, you must register for a Seller account by completing and submitting the account registration form on our Site, and clicking on the verification link in the email that the Site generates.
4. Seller login details.
Upon registering a Seller account with our Site, you will be asked to choose a user ID and password. The user ID that you select must not be misleading and must comply with the content rules set out in Section 9. You must not use your account or user ID for or in connection with the impersonation of any person or business.
You are solely responsible for protecting your password at all times and maintaining its confidentiality. You must notify us in writing immediately if you become aware of any disclosure of your password or suspect its unauthorized use. You are solely responsible for any and all activity on our website arising out of your failure to keep the password confidential and may be held liable for any losses arising out of such a failure.
5. Cancellation and suspension of account.
We may at any time, in our sole discretion, and without notice, explanation, or liability to you suspend, cancel or otherwise edit your Seller Account. If we cancel any services that you have paid for and you are not in breach of this Agreement, we will refund to you a pro rata amount of your payment, such amount to be calculated by us using any reasonable methodology.
You may cancel your Seller Account on our Site using your account control panel on the Site. You will NOT be entitled to a refund from Rejujoy for unused services if you cancel your account.
6. Seller stores.
Once Rejujoy approves your application for a Seller Account, we will allow you to create your own store on the Site to start listing products and services. To create your store, you must complete all requirements of our online form and attach proof of your active and valid Sale and Use Tax License and/or Professional License required by your state of residence. You will also be required to upload all necessary content and prepare the Seller storefront to go live on the Site. Seller stores submitted for approval be individually reviewed within twenty-four (24) hours following submission.
In addition to our other rights under this Agreement, we specifically reserve the right, in our absolute discretion, to reject, unpublished and/or delete any Seller store or content that breaches this Agreement or that does not meet any additional guidelines for Seller stores published on our Site. If we permit the publication of a Seller’s store, it will remain published on our Site for the relevant period set out on our Site from time to time, subject to this Agreement.
7. Seller listings.
If you register with our Site as a Seller and create a store on the Site, you will be able to submit listings to the Site. Each submitted listing will be individually reviewed within twenty-four (24) hours following submission.
In addition to our other rights under this Agreement, we specifically reserve the right to reject, unpublished and/or delete any listings that breach this Agreement or that do not meet any additional guidelines for listings published on our Site. If we reject, unpublished or delete a listing for any of these reasons, we will not refund any fees you may have paid to us in respect to the listing.
If we permit the publication of a listing, it will remain published on our Site for the relevant period set out on our Site from time to time, subject to these terms and conditions.
All listings submitted to Rejujoy must be true, fair, complete and accurate in all respects.
All listings submitted to Rejujoy must constitute bona fide listings relating to products or services regarding beauty or wellness.
All listings must be allocated to the appropriate category or categories for the product or service. If you cannot identify an appropriate category for a listing, please contact us.
You must keep your listings up to date using our Site interface. In particular, you must remove any listings for products that are discontinued or unavailable.
All listings must specify pricing in United States Dollars only ($USD).
8. Grant of License to Seller’s Content.
By entering into this Agreement and listing a product or service, Seller grants, as well as represents and warrants that it has the right to grant, to Rejujoy and its Affiliates a royalty-free, non-exclusive, worldwide, sub-licensable, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, commercially or non-commercially exploit in any manner, incorporate and imbed into other works, and distribute Seller’s content throughout the Site and all Affiliate properties.
Seller also hereby grants Rejujoy, its Affiliates and marketing partners a non-exclusive, royalty-free, non-transferable license to publish, use, reproduce, distribute, transmit, and display Seller's name, trademarks, service marks and logos ("Seller's Marks") during the Term in connection with, or for the promotion of, the Rejujoy’s Marketplace Program or for internal purposes. All such uses of the Seller’s Marks will be subject to the brand guidelines which Seller provides to Rejujoy.
9. Product information and rules.
Seller agrees and warrants that any and all Seller content: (a) will be truthful, accurate, and not misleading or otherwise deceptive; (b) will not violate the intellectual property rights of any third party, such as copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy; (c) will not violate any applicable law, regulation or ordinance; (d) will not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (e) will not create liability for Rejujoy; (f) will not constitute spam. Seller agrees that any and all Seller content may be publicly displayed by Rejujoy as we see fit and at no charge to us. The seller will only provide Seller content for products or services that fit into the categories or parameters approved in writing by Rejujoy.
The only products or services that may be listed on our Site are products falling within the following categories: Services categories: Beauty services & Wellness services (i.e. Facial, body massage, foot & hand massage, body scrub, hair services, nail services, yoga class, etc.). Products categories: Skincare, nutrition, beauty & workout accessories and clothing, etc. Rejujoy retains the sole and exclusive right to determine whether a product or service falls within these categories. Any use of our Site to advertise, buy, sell or supply products or service outside of the designated categories is expressly prohibited.
Excluded Products: You hereby represent and warrant that you will not list, offer or sell products or services that: (a) are stolen, replicas, counterfeits or unauthorized copies; (b) violate the intellectual property rights of others such as copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy; (c) You do not have full right and authority to sell; (d) contain any viruses, Trojan horses, worms, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (e) violate any Laws, including those governing export control or consumer protection); (f) contain any material that is obscene, pornographic or that contains child pornography; (g) represent a potential danger for the health or well-being of the Consumers without having the appropriate regulatory approvals; (h) breaches any law, regulations or code; (i) relates to drugs, narcotics, steroids or controlled substances; (j) knives, swords, firearms or other weapons, ammunition for any weapon, or items that encourage or facilitate criminal acts or civil wrongs.
Product Authenticity: All Products that bear a company’s official brand or logo can be listed on the Site as long as the Products are sold directly by the brand owner or from an authorized reseller. Seller will maintain adequate processes and procedures for conducting diligence to assure that Products are authentic, authorized for sale, and not stolen, counterfeited, replicas, unauthorized copies, illegal or misbranded. Upon Rejujoy’s request, Seller will promptly provide Rejujoy with (i) certificates of authenticity (or similar documentation) for Products and (ii) documentation showing that Seller is permitted to sell specific brands or Products on Site.
10. Purchases, Order Processing, Fulfillment and Shipping.
10.1 Orders. The seller will be the merchant of record. Customers purchasing products or services through the Site will place orders using the Rejujoy’s checkout system. Prior to completing checkout, Customers will be required to log in, select the preferred delivery method, confirm the order, and consent to the applicable terms and conditions of sale. Customers will then be transferred to the payment processor's website which will complete the payment from Customer to Seller. The Customer is the purchaser of record. Rejujoy will electronically transmit to Seller the order information. Once Seller has verified that it is able to meet the Customer’s order, Seller must send Customer an electronic order confirmation or notice that Seller is unable to fulfill the Customer’s order.
10.2 Risk of Fraud and Loss. Seller’s bears the risk of all fraud except for credit card chargebacks resulting from unauthorized payments. The seller will be responsible for all costs related to fraud under any other circumstance, and all chargebacks related to products or services sold and product fulfillment and delivery.
10.3 Fulfillment of Orders. Once Rejujoy has transmitted an order to Seller, Seller will at its own expense, be solely responsible for, and bear all liability for, the fulfillment of the order, including, without limitation, packaging and shipping of products, securing the services of and payment of any freight forwarder or customs broker service charges (as may be required for any particular shipment), import or export duties or taxes (as applicable), and Customer service. Seller agrees that legal ownership and all risk of loss of the products remains with the Seller until the Customer receives the product from Seller. The seller will ship only the product purchased by the Customer and will not include any additional products, substitute products, materials or information not purchased by the customer, other than those materials included in all shipments sold by Seller as long as such materials do not in any way promote other third-party marketplaces.
10.4 Shipping. The seller is responsible for properly specifying shipping options for all products in its listings, and for properly handling all returns, including, without limitation, those for products that have unique requirements for shipping and return handling, including, without limitation, hazardous materials or perishable products to the extent such products are permitted to be sold on the Site. The seller will ship products ordered by customers by placing the ordered items into the custody of the appropriate shipping agency or freight forwarder within one (1) business day or less following notification of the order. Seller will provide notice of shipment to Rejujoy through the Seller’s interface on the Site, and Seller hereby represents and warrants that it will only provide notification of shipment following actual shipment of the product.
11. Terms and conditions of sale.
11.1 Seller is solely responsible for creating and uploading appropriate legal notices and disclosures through the website interface that apply to their relationship with customers.
11.2 Seller is solely responsible for ensuring that:
(a) Seller's legal notices are sufficient to meet the seller's legal disclosure obligations and other legal obligations; and
(b) Seller complies with all laws applicable to their product listings and sales, including, where applicable, consumer rights and electronic commerce laws.
11.3 Notwithstanding any terms agreed between a Seller and a Customer, the following provisions will be incorporated into the contract of sale and purchase between the Seller and the Customer:
(a) The price for a product will be as stated in the relevant product listing;
(b) Delivery charges, packaging charges, handling charges, administrative charges, and sales tax charges will only be payable by the Customer if this is expressed and clearly stated in the product listing;
(c) Deliveries of products must be made within 30 days following the date of the order or such shorter period as the Seller and Customer may agree;
(d) Appropriate means of delivery of products must be used by the Seller; and
(e) Products must be of satisfactory quality, and must be fit for any purpose specified in, and conform in all material respects to, the product listing and any other description of the products supplied or made available by Seller to the Customer.
12. Seller Responsibilities (cancellations, returns and refunds).
The seller is responsible for processing all customer cancellations, returns, refunds, and/or customer service price adjustments. Seller will provide Rejujoy with its customer return, refund and price adjustment policies ("Customer Service Policies") for display on the Site. Seller's Customer Service Policies for Products sold through the Site will be no less favorable to customers than Seller's most favorable policies offered on Seller's own site or on other third-party marketplaces where such products are offered for sale. The seller shall notify Rejujoy of any material changes to the Seller's Customer Service Policies at least fourteen (14) days prior to Seller's implementation of such changes, provided, however, that any such changes shall not be effective with respect to orders until the revised Seller Customer Service Policy has been posted on the Site.
13.1 Taxpayer and Merchant of Record. The seller is the tax payer and merchant of record and must comply with all applicable tax Law. Seller shall be solely liable for any tax liabilities, including, without limitation, any associated penalties, fees or interest. All references to "tax" or "taxes" in this Agreement shall mean all taxes and fees, including, without limitation, sales, use and surcharge taxes, import or export duties, electronic waste recycling fees, and all other indirect taxes and fees.
13.2 Sellers Warranty. The seller is solely responsible for determining the amount of sales, use or other indirect taxes owed as a result of the sale of Products, and is solely responsible for reporting and remitting any such taxes required under applicable Law. Seller hereby represents and warrants that it will (a) identify all states in which it has an obligation to collect and remit taxes during onboarding, (b) keep such information updated at all times, (c) report and remit all such taxes collected on Seller’s behalf by Rejujoy, and (d) maintain appropriate accounting records and documentation to verify the remittance of such taxes collected on Seller’s behalf by Rejujoy. Upon the request of Rejujoy, Seller will immediately provide Rejujoy with records and documentation in the manner, form and substance as Rejujoy may reasonably request of Seller's remittance of all taxes collected by Rejujoy on Seller’s behalf. If Seller is unable to provide such proof to Rejujoy’s satisfaction, Rejujoy may retain all such tax amounts and/or terminate a Seller's Marketplace account. The seller acknowledges and agrees that Rejujoy has no responsibility to collect, report or remit taxes in connection with Seller’s sales. Seller shall cooperate with Rejujoy regarding any requests for information, audit or similar request by any taxing authority concerning taxes collected and remitted resulting from the sale of Products on the Site.
13.3 Marketplace Sales Tax. Without limiting the generality of the foregoing, as a Marketplace facilitator, Rejujoy is required by law to automatically collect sales taxes on the Seller’s behalf with respect to any Products shipped to certain States in the United States and its territories, as determined by Rejujoy in its sole discretion, and all such tax amounts shall be remitted by Rejujoy to the State from amounts received by Rejujoy from Customers.
13.4 Nexus. If any governmental authority determines that Seller has established nexus in a state or local jurisdictions; or that sales, use or other indirect taxes are due from Rejujoy or Seller on sales of Products through the Site; or that Seller is otherwise responsible for the collection and remittance or reporting of taxes (and all related penalties and interest) related to the sale of any Products, whether or not as a result of any action or inaction by Rejujoy, Seller (i) agrees that Seller shall solely be responsible for payment of such taxes (and all related penalties and interest) and/or reporting of such taxes (if applicable), (ii) agrees that Rejujoy shall have no liability to Seller or any governmental authority for such taxes or penalties, and (iii) will not seek any reimbursement from Rejujoy for such taxes and related penalties. Seller shall indemnify and hold harmless Rejujoy and its Affiliates and their respective officers, directors, employees and agents from any claims, liabilities, losses, fines, costs and expenses (including reasonable attorneys' fees) arising out of or related to any ruling by any governmental authority that Rejujoy or Seller has a taxable remittance or reporting obligation in any State on account of sales of Products on the Site, whether or not due to any action or inaction by Rejujoy. Rejujoy may immediately charge the Seller's credit card on file and/or set-off any and all costs and/or expenses that are incurred in connection with the foregoing against any amounts owing to Seller, including without limitation, any Seller Payments).
14. Marketplace Fees and Commissions.
14.1 In order for Sellers to list and offer products or services for sale on the Site, Sellers must pay to us the following amounts:
(a) Fees in respect of the creation of a Seller account;
(b) Fees in respect of the creation of a Seller store; and
(c) Commission in respect of each sale made through our Site.
14.2 Fees payable to Rejujoy by Sellers are specified on our Site from time to time. The scope and duration of the services in respect of which the fees are payable will be as specified on our Site at the time those fees become due.
14.3 Commissions payable to Rejujoy by Sellers shall be payable according to the rates specified on our Site from time to time. We may deduct commissions due us from amounts held or processed by us on behalf of the Seller. All commission payments are non-refundable, irrespective of whether a Customer subsequently cancels the underlying order and irrespective of whether a Customer is entitled to, or receives, a refund for an order.
14.4 Rejujoy specifically reserves the right to change its listing of fees at any time by posting a new fee schedule to our Site, but this will not affect fees for services that have been previously paid.
14.5 Rejujoy specifically reserves the right to change its listing of commission rates at any time by posting new rates to our Site, but this will not affect any liability to pay commissions that accrued before the new commission rates are posted.
15.1 You must pay to us the fees in respect of our Site services in advance and in accordance with any instructions on our Site.
15.2 If you dispute any payment made to us, you must contact us immediately and provide full details of your claim.
15.3 If you make an unjustified credit card, debit card or other charge-back then you will be liable to pay us, within 7 days following the date of our written request:
(a) An amount equal to the amount of the charge-back;
(b) All third-party expenses incurred by us in relation to the charge-back (including charges made by our or your bank or payment processor or card issuer);
(c) An administration fee of $35; and
(d) All our reasonable costs, losses and expenses incurred in recovering the amounts referred to in this Section 15.3 (including, without limitation attorneys’ fees and all costs of collection).
For the avoidance of doubt, if you fail to recognize or remember the source of an entry on your card statement or other financial statement, and make a charge-back as a result, this will constitute an unjustified charge-back for the purposes of this Section 15.3.
15.4 If you owe us any amount under or relating to this Agreement, we may suspend or withdraw the provision of services to you.
15.5 We may at any time set off any amount that you owe to us against any amount that we owe to you, by sending you written notice of the set-off.
16. Our role
16.1 You acknowledge that:
(a) We are not required to confirm the identity of website users, check their credit worthiness or bona fides, or otherwise vet them;
(b) We are not required to check, audit or monitor the information contained in the listings;
(c) We are not a party to any contract for the sale or purchase of products or services advertised on the Site;
(d) We are not involved in any transaction between a Customer and a Seller in any way, save that we facilitate a Marketplace for Customers and Sellers and process payments on behalf of the Sellers;
(e) We are not the agents for any Customer or Seller,
Accordingly, we will not be liable to any person in relation to the offer for sale or sale or purchase of any products or services advertised on our Site. Furthermore, we are not responsible for the enforcement of any contractual obligations arising out of a contract for the sale or purchase of any products or services and we have no obligation to mediate disputes between the parties to any such contract.
16.2 The provisions of this Section 16 are subject to Section 22.
17. Information Security.
Seller will use appropriate internal information security practices to prevent the compromise of its information systems, computer networks and data files from unauthorized users, viruses or malicious computer programs which could in turn be transmitted to Rejujoy or compromise the security of Rejujoy’s confidential information (as defined in Section 18 below), including without limitation, the transaction information. The seller shall promptly notify Rejujoy of any breach and take all necessary actions to remediate the breach. Seller shall be responsible for any costs, damages or legal notification procedures resulting from any breach of this Section.
18. Confidential Information.
18.1 Definitions. The term "Confidential Information" means all information communicated by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) that should reasonably be considered confidential under the circumstances, notwithstanding whether it was identified as such at the time of disclosure, including, without limitation (a) the terms of this Agreement, (b) existing or contemplated products, services, designs, processes and technical specifications, and (c) information relating to business plans, sales or marketing methods and information accessed via Rejujoy’s interface. The seller shall also treat all transaction information and tax codes as Confidential Information.
18.2 Obligations. The Receiving Party may receive Confidential Information from the Disclosing Party during the Term, and such Confidential Information shall be used only to perform its obligations under this Agreement. The Receiving Party shall treat the Confidential Information as it does its own valuable and sensitive information of a similar nature and, in any event, with not less than a reasonable degree of care.
18.3 Exceptions. The obligations of either Party under this Section will not apply to information that the Receiving Party can demonstrate (a) is known by the Receiving Party prior to the date of the disclosure by the Disclosing Party without a restriction on disclosure or use; (b) becomes publicly known though no act or fault of the Receiving Party; provided, however, Transaction Information shall remain subject to confidentiality obligations regardless of its availability to the public; (c) was received from a third party without restriction on disclosure or use; or (d) is independently developed by the Receiving Party without access to or use of the Confidential Information of the Disclosing Party.
18.4 Disclosure by Law. In the event the Receiving Party is required by Law, stock exchange requirement or legal process to disclose any of the Confidential Information, the Receiving Party agrees to (a) give the Disclosing Party, to the extent possible, advance notice prior to disclosure so the Disclosing Party may contest the disclosure or seek a protective order, and (b) limit the disclosure to the minimum amount that is legally required to be disclosed.
18.5 Return or destruction. Upon the Disclosing Party's written request, the Receiving Party shall return or certify the destruction of all Confidential Information, and the obligation of confidentiality shall continue for three (3) years from the expiration or termination of this Agreement; provided, however, the Receiving Party shall continue to keep confidential (i) any Transaction Information, and (ii) the terms of this Agreement. Seller agrees that Rejujoy may share Seller's Confidential Information with its Affiliates for internal use only.
19. Seller’s Breach of this Agreement.
Without prejudice to our other rights, if Seller breaches the terms of this Agreement in any way, or if we reasonably suspect that Seller has breached the terms of this Agreement in any way, we may:
(a) Send you one or more formal warnings;
(b) Temporarily suspend your access to our Site;
(c) Permanently prohibit you from accessing our Site;
(d) Block computers using your IP address from accessing our Site;
(e) Commence legal action against you, whether for breach of contract or otherwise; and/or
(g) Suspend or delete your account on our Site.
Where we suspend, prohibit or block your access to our Site or a part of our Site, you must not take any action to circumvent such suspension, prohibition or blocking (including without limitation creating and/or using a different account).
20. Term, Termination and Suspension.
20.1 Term. This Agreement shall commence on the effective date and shall continue in full force and effect as long as the Seller continues using the Site to list and sell products and services.
20.2 Termination for Breach. This Agreement may be terminated at any time by either Party if the other Party breaches any provision of this Agreement, and has failed to cure such breach within thirty (30) days of receipt of written notice of breach from the non-breaching party, stating the nature and character of the breach. Rejujoy may immediately terminate this Agreement if Seller fails to meet any of its tax obligations, including without limitation the requirement of Seller to provide documentation proving that Seller has remitted collected taxes or fees to the appropriate jurisdiction(s) in accordance with Section 13.2. Either Party may terminate this Agreement without prior notice or a cure period for breaches that are incapable of cure (including, but not limited to, a Party’s involvement in money laundering or terrorist activity). Upon termination of this Agreement under this Section 20.2, if for breach of Seller, any fees due to Rejujoy at the time of termination shall immediately come due and; if for breach of Rejujoy, any prepaid but unused amounts by Seller up to the date of termination shall be refunded to Seller. Termination under this Section does not limit either Party from pursuing any other remedies available to such Party, including but not limited to injunctive relief.
20.3 Termination in the Event of Insolvency or Bankruptcy. Either Party may terminate this Agreement upon written notice to the other Party in the event (a) the other Party files a petition for bankruptcy or is adjudicated bankrupt; (b) a petition in bankruptcy is filed against the other Party and such petition is not dismissed within ninety (90) days of filing; (c) the other Party becomes or is declared insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy or other similar law; (d) the other Party ceases to do business in the normal course; or (e) a receiver is appointed for the other Party or its business.
20.4 Rejujoy Termination. Rejujoy may terminate this Agreement at any time, for any reason with or without notice.
20.5 Seller Termination. The seller may terminate this Agreement at any time, upon fifteen (15) days prior written notice to Rejujoy. In the event that Seller terminates this Agreement during a prepaid month, Seller will not be entitled to any refund for the prepaid days.
20.6 Suspension. Rejujoy may immediately suspend the Seller's listing of Products on the Site or Seller’s Marketplace account, at any time and in Rejujoy’s sole discretion. Upon any termination or suspension of the Seller’s Marketplace account, Rejujoy may hold all Seller payments for ninety (90) days to allow for the settlement of all amounts owed to Rejujoy.
20.7 Post-Termination Obligations. Seller will continue to have obligations under this Agreement after termination of the Agreement, including without limitation, the obligation to (i) provide Customer service to Customers who purchased Products on the Site, (ii) pay any invoices delivered by Rejujoy in connection with this Agreement, (iii) notify Rejujoy and Customers of any recalls of its Products, (iv) remit any taxes collected to the proper jurisdiction(s), (v) fulfill any outstanding orders, and (iv) immediately notify Rejujoy of any security breach that allows a third party to view or access or otherwise compromise any Transaction Information.
20.8 Survival. The provisions of this Agreement which by their nature are intended to survive termination of the Agreement (including, without limitation, representations, warranties, indemnification, payment obligations, remedies, Rejujoy 's rights to use Seller's suggestions and feedback, limitations of liability, choice of law, jurisdiction, and venue) shall survive its termination.
21. Limited warranties
THE SITE AND ANY RELATED SERVICES, CONTENT, SOFTWARE, ARTWORK, DATA, AND INFORMATION ARE PROVIDED "AS IS" AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. REJUJOY EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY OF DATA, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, TITLE, OR NON-INFRINGEMENT. REJUJOY DOES NOT WARRANT THAT THE SITE WILL BE ERROR-FREE, FREE OF VIRUSES OR THAT DEFECTS WILL BE CORRECTED.
22. Limitations and exclusions of liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL REJUJOY OR ITS AFFILIATES OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA, LOSS OF USE OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE EVEN IF REJUJOY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, REJUJOY LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE ACTUAL VALUE OF ANY FEES ACTUALLY PAID to REJUJOY BY SELLER THROUGH THE SITE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM GIVING RISE TO THE LIABILITY.
24.1 We reserve the right to revise the terms of this Agreement from time to time.
24.2 The revised terms shall apply to the use of our Site from the date of publication of the revised terms on the Site, and you hereby waive any right you may otherwise have to be notified of, or to consent to, revisions of these terms and conditions.
24.3 If you have given your express agreement to the terms of this Agreement, we will ask for your express agreement to any revision of these terms and conditions; and if you do not give your express agreement to the revised terms and conditions within such period as we may specify, we will disable or delete your account on the Site, and you must stop using the Site.
25. Waivers and Amendments.
Notwithstanding our rights under Section 24, this Agreement may only be modified, or any rights under it waived, by a written document executed by the Parties. The express waiver of any right or default hereunder shall be effective only in the instance given and shall not operate as or imply a waiver of any similar right or default on any subsequent occasion. No failure or delay by a Party in exercising any right, power or privilege under this Agreement shall operate as a waiver hereof.
Rejujoy may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under this Agreement.
Seller shall not assign this Agreement, in whole or in part, without the prior written consent of Rejujoy.
If any provision of this Agreement is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of this Agreement will not be affected. If any provision of this Agreement is for any reason held to be excessively broad as to duration, geographical scope, activity, or subject, then such provision shall be construed by limiting and reducing it so as to be enforceable to the extent compatible with the then-applicable Law.
28. No Third-party rights.
The terms of this Agreement are for our benefit and your benefit and are not intended to benefit or be enforceable by any third party. The exercise of the parties' rights under this Agreement is not subject to the consent of any third party.
29. Entire agreement.
Any notice or other communication required or permitted to be made or given to either party under this Agreement shall be deemed sufficiently made or given on the date of delivery if delivered in person, by facsimile, or by overnight commercial courier service with tracking capabilities with costs prepaid, or three (3) days after the date of mailing if sent by certified first class U.S. Mail, return receipt requested and postage prepaid, at the address of the parties set forth below or such other address as may be given from time to time under the terms of this notice provision.
For Seller: The address provided by the Seller in the onboarding process.
1266 East Main Street, Suite 700R
Stamford, CT 06902
31. Relationship of the Parties.
The Parties hereto expressly understand and agree that the other is an independent contractor in the performance of each and every part of this Agreement, is solely responsible for all of its employees and agents and its labor costs and expenses arising in connection therewith. This Agreement does not make either party the employee, agent or legal representative of the other.
32. Controlling Law and Jurisdiction.
This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to the conflicts of laws provisions thereof. Unless waived by Rejujoy (which it may do in its sole discretion) the exclusive jurisdiction and venue of any action with respect to the subject matter of this Agreement shall be the state and federal courts in Fairfield County, Connecticut.
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