“Advertiser must deliver to Just One Vision; (“Just One Vision”) the content of the advertisement Advertiser is contracting Just One Vision to broadcast (the “Copy”) no less than three (3) days of the desired email broadcast date. All Copy shall be subject to Just One Vision’s approval. Just One Vision reserves the right to reject any Copy that advertises or promotes any product or service involving illegal activity, illegal products, illegal product paraphernalia, sexual paraphernalia, adult films or other media, gambling, weapons, illicit activities, chain letters, pyramid fund raising, or similar types of material. By reserving this right, Just One Vision shall not be legally obligated for any failure to advise Advertiser of the nature of any such Copy.
Details of Broadcast
The email messages broadcasted by Just One Vision shall identify the source of the recipient’s data collection and shall contain an opt-out feature that allows the recipient to electronically communicate his desire to be removed from the Just One Vision (or affiliate) database.
Hardware, Software, and Database
Just One Vision shall obtain and maintain the computer hardware and software necessary to perform its obligations under these Terms and Conditions. Unless otherwise noted, such hardware and software shall not be dedicated hardware or software. Nothing in these Terms and Conditions shall grant any right, title or interest in or to the Just One Vision (or affiliate) database, hardware or software.
Advertiser shall pay in full the fees charged by Just One Vision in the invoice. If Advertiser fails to pay the full amount of the charges detailed in any Just One Vision invoice within thirty (30) days of such invoice, the unpaid amounts of such invoice shall accrue interest at a rate of 18% per annum. Additionally, Advertiser agrees to pay all of Just One Vision’s cost of collection of such charges, including without limitation Just One Vision’s reasonable attorneys’ fees.
In addition to the terms described above, if Advertiser fails to pay the full amount of the charges detailed in any Just One Vision invoice within thirty (30) days of such invoice, Advertiser shall pay Just One Vision a Late Fee in the amount of 5% of the charges detailed in such Just One Vision invoice.
Advertiser shall indemnify, defend and hold harmless Just One Vision against all third party claims, actions and liabilities (including all reasonable costs, expenses and attorneys’ fees) arising from or in connection with (a) Advertiser’s product(s), service(s) or the content of the Advertiser’s Copy, including without limitation any claim alleging any violation of any third party’s intellectual property rights; or (b) Advertiser’s breach of any of its obligations, representations or warranties under these Terms and Conditions. Just One Vision shall promptly notify Advertiser in writing of all such claims and shall accommodate Advertiser’s reasonable requests for cooperation and information.
Just One Vision makes no warranty whatsoever as to the email advertisements express or implied. Third parties may provide email advertisements on an “as is” basis. Just One Vision expressly disclaims any warranties that could be implied in contract, in law or in equity, including without limitation any implied warranty of merchantability, fitness for a particular purpose, quality, accuracy, completeness, reliability or performance arising from usage of trade, course of dealing or course of performance.
Limit of Liability
In no event shall Just One Vision be liable for indirect, special, exemplary, consequential, incidental or punitive loss, damage or expense (including lost profits). The limit of Just One Vision’s liability (whether in contract, tort, negligence, strict liability in tort or by statute or otherwise) for any and all claims related to these terms and conditions shall not in the aggregate exceed the fees paid to Just One Vision under the invoice.
Neither party shall be liable for delays or nonperformance of these Terms and Conditions caused by strike, fire or accidents, nor shall either party be liable for delay or nonperformance caused by lack of availability of materials, fuel or utilities or for any other cause beyond its control.
Neither party may assign its rights or obligations under these Terms and Conditions without the prior written consent of the other party.
Relationship of the Parties
The parties are independent contracting entities, and there is no partnership or agency relationship between them.
Except as modified or supplemented in writing executed by both parties, the Terms and Conditions described herein and in the attached invoice, incorporated by reference herein, are the only representations, warranties, and understandings between the parties with respect to the products and/or services described herein.
Each party hereby waives any right to a trial by jury in the event of any controversy or claim relating to these Terms and Conditions. The law of the State of Tennessee shall apply to any resulting claim or action, and the exclusive jurisdiction and venue for any proceeding brought pursuant to these Terms and Conditions shall be Sumner County, Tennessee.
Should any provisions of these Terms and Conditions be found invalid or unenforceable, all such provisions are to be enforced to the maximum extent permitted by law, and beyond such extent shall be deemed severed from these Terms and Conditions without affecting the validity or enforceability of any other provision.
The headings of these Terms and Conditions are for convenience only and shall not be used to construe the meaning of this Agreement.
Just One Vision (“Company”) is not responsible for the success of its Customers advertising campaign. No refunds or credits will be authorized. All representations and warranties whether express or implied, including without limitation, any warranties of merchantability or fitness for a particular purpose, are hereby disclaimed by Company. In no event shall Company be liable for any direct, indirect, special, exemplary, incidental, consequential or punitive damages, irrespective of whatever such damages were foreseeable or unforeseeable.
The limit of Company liability (whether in contract, tort, negligence, strict liability or by statute or otherwise) in any manner related to this agreement, for any and all claims, shall not in the aggregate exceed the fees and expenses paid for the services rendered by Company. In no event shall either party be liable for consequential, incidental or punitive losses, damages or expenses (including lost profits.) Any action by either party must be brought within six (6) months. Venue and jurisdiction for any claim arising from or out of this Agreement shall be in Sumner County Tennessee.