Seller Terms and Conditions

SELLER TERMS AND CONDITIONS

These Seller Terms and Conditions (the “Terms and Conditions”) govern and are incorporated into the Joufiju Seller Agreement between Joufiju and Seller (collectively, the “Agreement”). Joufiju, subject to the provisions of this paragraph, may amend the Agreement in its sole discretion and at any time. The most recent version of the Terms and Conditions (as may be amended by Joufiju from time to time) will be available: (i) on the website, and/or (ii) as part of the Joufiju Seller Newsletter. Seller agrees that either or both of these notification methods constitute adequate notice to inform Seller of any amendments to the Agreement and Seller further agrees to be bound by any such amendments to the Agreement upon such notification.

Definitions

“SELLER OFFERING” means the goods and/or services to be provided by the Seller, stated on the Voucher as presented by Joufiju. Values determined by Seller.

“MAXIMUM NUMBER OF VOUCHERS” means the maximum number of Vouchers Joufiju is authorized to administer the sale of on behalf of the Seller.

“MONTHLY MAXIMUM NUMBER OF VOUCHERS” means the maximum number of Vouchers Joufiju is authorized to administer the sale of on behalf of Seller each month after the Maximum Number of Vouchers has been sold.

“FULL OFFER VALUE” means the Amount Paid plus the Promotional Value.

“AMOUNT PAID” means the amount a purchaser pays for each Voucher.

“PROMOTIONAL VALUE” means the Full Offer Value less the Amount Paid.

“PROMOTIONAL VALUE EXPIRATION DATE” means the date stated on the Voucher when the Promotional Value expires.

“REMITTANCE AMOUNT” means the amount Joufiju shall remit to Seller for each Voucher, subject to the payment terms.

“DESCRIPTION” means the conditions and restrictions concerning Voucher redemption and the Seller Offering stated on the Website and Voucher.

I. Voucher Program

    1. Joufiju is authorized to promote and sell Vouchers on Seller’s behalf subject to the terms of this Agreement and the “Terms of Sale” located at https://www.Joufiju.com/terms-of-sale. The Voucher will evidence the Seller Offering and will be sent to the purchaser electronically once payment is received. The purchaser will then redeem the Voucher with the Seller by presenting the Voucher in paper or electronic form. Seller is the issuer of the Vouchers and seller of the Seller Offering. If there is a conflict between this Agreement and the Terms of Sale, the Agreement controls.
    2. Joufiju is authorized to promote and sell Vouchers on Seller’s behalf through any platform, including its feature deals, business partner network, marketplace, or referral network. The Vouchers may be offered to all or part of Joufiju’s subscriber base or referral network and segmented by various variables including gender, age, location, and consumer preferences. The features may be offered through a variety of distribution channels, including, the Internet, the Website, business partner network, email, mobile applications, other types of electronic offerings and other platforms or distribution channels owned, controlled, or operated by Joufiju.
    3. For appointment based Seller Offerings, Joufiju may require that Seller provide Joufiju with a calendar of available appointment times and allow Joufiju purchasers to schedule appointments with the Seller through Joufiju and any third party service Joufiju may use. Joufiju may audit Seller response times using various methods, including but not limited to, auto-dialers, call forwarding and pre-recorded calls. If Joufiju, in its sole discretion, determines Seller response times or the quality of service provided to purchasers is unsatisfactory, Joufiju may terminate the Agreement and return the Amount Paid to purchasers for unredeemed Vouchers.
    4. Joufiju is authorized to promote and sell up to the Maximum Number of Vouchers in multiple markets and on dates in its discretion. If Seller elects to offer recurring month-to-month features, then Joufiju will promote and sell up to the Maximum Number of Vouchers for the initial feature, then promote and sell up to the Monthly Maximum Number of Vouchers for subsequent features. Seller shall specify the Maximum Number of Vouchers and, if applicable, specify the Monthly Maximum Number of Vouchers, and may increase either number in its discretion.
    5. Joufiju reserves the continuing right to reject, revise, or discontinue any Seller Offering, at any time and for any reason in Joufiju’s sole discretion, and to terminate the Seller Offering and to remove all references to the Seller Offering and Voucher from the Website; and redirect or delete any URL used in connection with the Seller Offering.
    6. Seller shall honor the Vouchers for the Seller Offering through the Promotional Value Expiration Date. After the Promotional Value Expiration Date, SELLER AGREES TO REDEEM THE VOUCHER FOR THE AMOUNT PAID INDEFINITELY.
    7. After the Promotional Value Expiration Date, Seller must always allow the purchaser to redeem the Voucher for the Amount Paid toward the Seller Offering. If the goods and services constituting the Seller Offering and stated on the Voucher are no longer available, the Seller must always allow the purchaser to redeem the Voucher toward any goods or services then offered by the Seller equivalent to at least the Amount Paid.
    8. Partial redemptions: If applicable, and if a purchaser redeems a Voucher for less than the Amount Paid, the Seller is responsible for handling any unredeemed value as required by applicable law.
    9. Seller agrees that in providing the Seller Offering, Seller will not inflate prices or impose any additional fees, charges, conditions or restrictions that contradict or are inconsistent with the terms stated on the Voucher, including the DESCRIPTION. Unless disclosed in the DESCRIPTION, Seller further agrees not to impose different terms or a different cancellation policy than what is imposed on its non-Joufiju customers.
    10. Seller agrees that so long as an appointment or reservation is made to redeem a Voucher, or purchaser has made an attempt to make an appointment, before the Voucher’s Promotional Value Expiration Date, the Voucher will be honored for the Full Offer Value without restriction, even though the services may be provided after the Promotional Value Expiration Date.
    11. In the event a purchaser seeks to schedule use of a Voucher prior to the Promotional Value Expiration Date and is denied by Seller, or is unable to use the Voucher for any other reason prior to the Promotional Value Expiration Date, Joufiju may, upon purchaser request, extend the Promotional Value Expiration Date by sixty (60) days.
    12. Seller is responsible for all purchaser service in connection with the Seller Offering and for supplying all goods and services stated in the Seller Offering. Seller is also responsible for any purchaser loyalty programs associated with the Seller Offering.
    13. If applicable, Seller will hold the Seller Offering for pick-up by each purchaser at the Redemption Site. The “Redemption Site” is the complete and accurate address provided by Seller to Joufiju where purchasers are able to redeem the Voucher to pick-up the Seller Offering. Seller also agrees to provide Joufiju with the hours and dates of operation, complete with any exceptions, and a valid phone number for the Redemption Site. If any of the information related to a Redemption Site changes, Seller agrees to notify Joufiju immediately of such change.
    14. Seller agrees to accept returns of the Seller Offering in compliance with applicable laws and the Shipping, but in any event: (i) will accept returns of a defective Seller Offering or nonconforming items in or a part of any Seller Offering at all times and pay (or reimburse a purchaser for) any and all costs associated with the return of such Seller Offering; and (ii) will not impose a more restrictive return policy on purchasers than Seller’s regular return policy as applied to Seller’s purchaser in the ordinary course of Seller’s business.

II. Payment

    1. Amounts retained by Joufiju (10% of the REMITTANCE AMOUNT) from the proceeds of the Seller Offering are compensation to Joufiju for marketing, promoting, and advertising the Seller Offering and distributing the Vouchers on behalf of Seller. Seller shall retain the Remittance Amount in trust for the benefit of purchasers holding unredeemed Vouchers until Seller delivers the Seller Offering, refunds the holder of any unredeemed Voucher or escheats the amount required to a taxing authority, if applicable. The funds held in trust shall be returned to Joufiju upon demand for refunds to purchasers. Joufiju is authorized to review Seller’s credit history, which may include a soft credit check.
    2. Joufiju is authorized to initiate credit transaction entries to Seller’s depository account at the depository financial institution named in this Agreement or as otherwise provided to Joufiju by Seller in writing (“Seller Account”). Only in the event of an error, Joufiju is authorized to initiate debit entry adjustments to the Seller Account to correct any error. Seller hereby acknowledges that Joufiju’s origination of all transactions to Seller take up to five (5) business days to become available in the Seller Account after processing.
    3. Seller will not attempt to bill or collect reimbursement from any third-party payer, including but not limited to any insurer, health insurance plan, Medicare, Medicaid, or any other federal, state, provincial, territorial or local governmental program or entity (“Third-Party Payer”), for any of Seller’s services. Seller will accept the amounts received from Joufiju as payment in full for all services provided by Seller delivered pursuant to the Seller Offering. Seller is solely responsible for complying with any contractual requirements imposed by its contracts with Third-Party Payers, including but not limited to requirements related to offering discounted services.
    4. Tax Levy. In the event Joufiju receives written notice of a validly issued state tax levy relating to past-due taxes owed by Seller, Joufiju may, in accordance with applicable law, deduct any such amounts from payments due to Seller.
    5. Taxes Generally. It is Seller’s responsibility to determine what, if any, taxes apply to the payments Seller makes or receives, and it is Seller’s responsibility to collect, report and remit the correct tax to the appropriate tax authority. Joufiju is not responsible for determining whether taxes apply to Seller’s transaction with either purchasers or Joufiju, or for collecting, reporting or remitting any taxes arising from any transaction with or by Seller and purchaser. Seller may be asked to provide Joufiju with a valid Tax Identification Number for tax reporting purposes. Notwithstanding anything else in this Agreement, Seller shall be, and will remain, registered for sales, use and other similar tax collection purposes in all states and localities in which Seller is required to be so registered in connection with the Seller Offering and pursuant to the terms and redemption of the Voucher, and shall be responsible for paying any and all sales, use or any other taxes related to the Seller Offering or the goods and services.
    6. Transaction Taxes. Seller bears sole financial responsibility for any and all sales, including any interest penalties and additions related thereto, imposed on or arising from the transactions contemplated by this Agreement between Joufiju and Seller (“Transaction Taxes”), if any. Joufiju shall apply the applicable Transaction Tax to the amounts it retains and/or other fees remitted to Joufiju pursuant this Agreement. Transaction Taxes are calculated using the Seller’s payment modes and will be included on invoices. Tax rates are subject to change. If applied, Transaction Taxes will be calculated at the time of each payment using the rates in effect under current law.
    7. Withholding Taxes. Joufiju may be required by tax authorities to withhold taxes on behalf of Seller. Joufiju reserves the right to deduct any such taxes from amounts due to Seller and to remit them to the appropriate tax authority. Joufiju may also be required to report the withholding tax payments to the tax authorities. Joufiju shall provide evidence of payment of withholding taxes to Seller no later than 60 days after payment of the withholding taxes.
    8. Notwithstanding anything to the contrary, Joufiju will have no obligation to advance amounts that have been paid to Joufiju by a purchaser until Seller has complied with Seller’s obligations under this Agreement. If Joufiju reasonably believes that Seller has breached any provision of this Agreement, Joufiju may offset, delay, withhold, or suspend future payments to Seller, in Joufiju’s sole discretion. In addition, if Seller is unwilling to, or in Joufiju’s reasonable discretion appears unable to, perform its obligations under this Agreement, Joufiju is authorized to offset, delay, withhold, or suspend future payments to Seller in addition to such other remedies as may be available under this Agreement or at law, to secure payment from Seller for any refunds and/or other amounts payable by Seller under this Agreement.

III. Customer Data Restrictions

    1. “Customer Data” means all identifiable information about purchasers generated or collected by Joufiju or Seller, including, but not limited to, purchasers’ name, shipping addresses, email addresses, phone numbers, purchaser preferences and tendencies, and financial transaction data.
    2. Seller shall use Customer Data only to fulfill its redemption obligations in connection with the Seller Offering as authorized by this Agreement. Seller expressly agrees that any Customer Data shall be used only for this purpose (including, but not limited to, the redemption of Vouchers and provision of goods and services to purchasers), and not to enhance a file or list owned by Seller, or any third party. Seller represents, warrants and covenants that it will not resell, broker or otherwise disclose any Customer Data to any third party, in whole or in part, for any purpose, unless required by applicable law. If Seller engages any third party to facilitate its redemption obligations hereunder, Seller shall ensure that such third party implements and complies with reasonable security measures in handling any Customer Data. If any Customer Data is collected directly by Seller or a third party engaged by Seller to facilitate its redemption obligations hereunder, Seller shall ensure that it or such third party adopts, posts and processes the Customer Data in conformity with its posted privacy policy and all applicable laws.
    3. As long as Seller uses Customer Data in compliance with applicable law and Seller’s posted privacy policy, restrictions stated in this Agreement on Seller’s use of Customer Data do not apply to: (i) data from any purchaser who is already a customer of Seller before the Effective Date, if such data was provided to Seller by such purchaser independent of this Agreement or any transaction hereunder; or (ii) data supplied by a purchaser directly to Seller who becomes a purchaser of Seller in connection with such purchaser explicitly opting in to receive communications from Seller.
    4. Seller shall immediately notify Joufiju if Seller becomes aware of or suspects any unauthorized access to or use of Customer Data or any confidential information of Joufiju, and shall cooperate with Joufiju in the investigation of such breach and the mitigation of any damages. Seller will bear all associated expenses incurred by Joufiju to comply with applicable laws (including, but not limited to, any data breach laws) or arising from any unauthorized access or acquisition of Customer Data while such data is in Seller’s reasonable possession or control. Upon termination or expiration of this Agreement, Seller shall, as directed by Joufiju, destroy or return to Joufiju all the Customer Data in Seller’s or any agent of Seller’s possession.

IV. Mobile Redemption Devices

If Joufiju leases or lends Seller a tablet or mobile redemption device (“Device“), Seller agrees to be bound by the terms of use, end user license agreements, or other provisions governing its use, unless otherwise authorized by Joufiju in writing. Unless otherwise stated in writing, Seller shall only use the Device for transmitting redemption data to Joufiju and processing purchaser payments and shall return a loaned Device fourteen (14) days after the Promotional Value Expiration Date, unless a new feature is planned or if requested by Joufiju for any reason. Joufiju reserves the right to bill Seller for the cost of the Device, or offset any current or future payments due to Seller under any contract between the parties if the device is not returned, or for costs related to damage or other misuse.

V. Promotional Programs

In an effort to increase Voucher sales, Seller authorizes Joufiju, at any time and in Joufiju’s sole discretion, to increase or decrease the Amount Paid for the Seller Offering (any such effort, “Promotional Program(s)”). For each Voucher sold as part of a Promotional Program, the Net Remittance Amount will be adjusted in an amount equal to the percentage increase or decrease in the Amount Paid (“Promotional Adjustment”), provided that, any decrease of the Net Remittance Amount will not exceed ten percent (10%) of the Net Remittance Amount. Promotional Programs include the following:

    1. Coupons – A “Coupon” is a code that purchasers may use, in Joufiju’s sole discretion, to receive a discount on the Amount Paid for a Seller Offering.
    2. Price Optimization – “Price Optimization” is any change (excluding Promotional Codes) to the Amount Paid for a Seller Offering.

VI. Term and Termination

This Agreement will continue in effect until terminated by either party in accordance with this Section (“Term”). Joufiju is authorized to terminate this Agreement, at any time for any reason, upon written notice to Seller. Seller is authorized to terminate this Agreement upon seven (7) business days prior written notice to Joufiju. Termination of this Agreement will not in any way affect Seller’s obligation to redeem any Voucher according to the terms of this Agreement, including the obligation to honor the Voucher for the Amount Paid after the Promotional Value Expiration Date. Provisions in this Agreement that are intended to survive termination will continue in full force and effect after the Term.

VII. Compliance Coupons

Seller agrees to comply with the Voucher terms and conditions as stated on the Website, including but not limited to the “Terms of Use” https://www.Joufiju.com/shop-terms-of-use, and to ensure that the Vouchers comply with all laws that govern vouchers and coupons including but not limited to all Description related to the Seller Offering stated on the Voucher. Upon written request from Seller, but only when required, Joufiju will provide Seller with information in Joufiju’s possession that the Seller needs to comply with its obligations under this Agreement.

VIII. Marketing

Joufiju and its business partners may communicate with Seller with regard to products, promotions, and other services that may be of interest to Seller. This may include email or other communications. Joufiju may also solicit Seller’s opinion for market research purposes.

IX. Intellectual Property Rights

    1. Seller grants to Joufiju a non-exclusive, worldwide, royalty free, paid-up, perpetual, irrevocable, transferable and sub-licensable license and right to use, modify, reproduce, sublicense, publicly display, distribute, broadcast, transmit, stream, publish and publicly perform: (a) Seller’s name, logos, trademarks, service marks, domain names, and any audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text and any other content provided, specified, recommended, directed, authorized or approved to use by Seller (collectively, “Seller IP”); and (b) any third party’s name, logos, trademarks, service marks, domain names, audiovisual recordings, video recordings, audio recordings, photographs, graphics, artwork, text and any other content provided, specified, recommended, directed, authorized or approved for use by Seller (collectively, “Third Party IP”), in each case in connection with the promotion and resale of the goods and services in all media or formats now known or hereinafter developed (“License”). Any use of the Seller IP or Third Party IP as contemplated in this Agreement is within Joufiju’s sole discretion.
    2. Seller acknowledges and agrees that, as between the parties, Joufiju owns all interest in and to the Website, Customer Data, Joufiju trade names, logos, trademarks, service marks, domain names, social media identifiers, all data collected through or from the Website, all audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text or any other content created by Joufiju or at Joufiju’s direction, or assigned to Joufiju, and any materials, software, technology or tools used or provided by Joufiju to promote, resell or distribute the goods and services and conduct its business in connection therewith (collectively “Joufiju IP”). Seller shall not use, sell, rent, lease, sublicense, distribute, broadcast, transmit, stream, place shift, transfer, copy, reproduce, download, time shift, display, perform, modify or timeshare the Joufiju IP or any portion thereof, or use such Joufiju IP as a component of or a base for products or services prepared for commercial use, sale, sublicense, lease, access or distribution, except that Joufiju grants Seller a limited, non-exclusive, revocable, non-transferable, non-sub licensable license during the Term to use one copy of Joufiju’s mobile Seller software application on a single mobile computer, tablet computer, or other device, solely for the purposes permitted by that software, and to make one copy of the software for back-up purposes. Seller shall keep the Joufiju IP confidential, and shall not prepare any derivative work based on the Joufiju IP or translate, reverse engineer, decompile or disassemble the Joufiju IP. Seller shall not take any action to challenge or object to the validity of Joufiju’s rights in the Joufiju IP or Joufiju’s ownership or registration thereof. Except as specifically provided in this Agreement, Seller and any third party assisting Seller with its obligations in this Agreement, are not authorized to use Joufiju IP in any medium without prior written approval from an authorized representative of Joufiju. Seller shall not include any trade name, trademark, service mark, domain name, social media identifier, of Joufiju or its affiliates, or any variant or misspelling thereof, in any trademark, domain name, email address, social network identifier, metadata or search engine keyword. Seller shall not use or display any Joufiju IP in a manner that could reasonably imply an endorsement, relationship, affiliation with, or sponsorship between Seller or a third party and Joufiju. All rights to the Joufiju IP not expressly granted in this Agreement are reserved by Joufiju.
    3. If Seller provides Joufiju or any of its affiliates with feedback, suggestions, reviews, modifications, data, images, text, or other information or content about a Joufiju product or service or otherwise in connection with this Agreement, any Joufiju IP, or Seller’s participation in the Seller Offering or Voucher, (collectively, “Feedback”), Seller irrevocably assigns to Joufiju all right, title, and interest in and to Feedback. In the event your assignment to Joufiju is invalid for any reason, you hereby irrevocably grant Joufiju and its affiliates a perpetual, paid-up, royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to (i) use, reproduce, perform, display, and distribute Feedback; (ii) adapt, modify, re-format, and create derivative works of Feedback for any purpose and sublicense the foregoing rights to any other person or entity. Seller warrants that: (A) Feedback is Seller’s original work, or Seller obtained Feedback in a lawful manner; and (B) Joufiju and its sublicensees’ exercise of rights under the license above will not violate any person’s or entity’s rights, including any copyright rights. Seller agrees to provide Joufiju such assistance as Joufiju might require to document, perfect, or maintain Joufiju’s rights in and to Feedback.

X. Representations and Warranties

Seller represents and warrants that: (a) Seller has the right, power and authority to enter into this Agreement; (b) Seller, if required by applicable law, is registered for sales and use tax collection purposes in all jurisdictions where Seller’s goods and services will be provided; (c) the Voucher, upon being delivered by Joufiju, will be available immediately for redemption and Seller will have in stock until the Promotional Value Expiration Date, a number of units of the Seller Offering sufficient to fulfill it’s redemption obligations; (d) the terms and conditions of the Voucher, including any discounts or goods and services offered thereunder do not and will not violate any, local, state, provincial, territorial or federal law, statute, rule, regulation, or order, including but not limited to, any law or regulation governing the use, sale, and distribution of alcohol and any laws governing vouchers and coupons; (e) the Seller’s redemption of the Voucher will result in the bona fide provision of goods and/or services by Seller to the purchaser; (f) Seller owns all interest in and to the Seller IP and has licensing rights in (with the right to sublicense to Joufiju) the Third Party IP, and has the right to grant the License stated in this Agreement; (g) the Seller IP and the Third Party IP, the Seller Offering, Joufiju’s use and promotion thereof, and the results of such Seller Offerings, will not infringe, dilute, misappropriate, or otherwise violate, anywhere in the world, any patent, copyright, logo, trademark, service mark, trade name, rights in designs, or other intellectual property right or right of privacy or publicity of any third party or any applicable law, and does not and will not result from the misappropriation of any trade secret or the breach of any confidentiality obligations to any person or entity; (h) the Seller IP and Third Party IP does not include any material that is unlawful, threatening, abusive, defamatory, vulgar, obscene, profane or otherwise objectionable, or that encourages conduct that constitutes a criminal offense, gives rise to civil liability or otherwise violates any law; (i) the Vouchers and any advertising or promotion of Seller’s goods and services relating thereto will not constitute false, deceptive or unfair advertising or disparagement under any applicable law; (j) Seller and its employees, contractors and agents have had the proper education and training and hold all required and up-to-date regulatory authorization, licenses and certifications relating to any Seller Offering to provide the goods or services described in this Agreement; (k) Seller’s business information and direct deposit details as provided in this Agreement, indicating where payments should be forwarded are accurate and Seller is the authorized entity to receive the funds forwarded by Joufiju; (l) Seller is not authorized to resell, broker or otherwise disclose any Customer Data (as defined in this Agreement) to any third party, in whole or in part, for any purpose, and Seller is not authorized to copy or otherwise reproduce any Customer Data other than for the purpose of redeeming or verifying the validity of Vouchers in connection with this Agreement and (m) the Seller Offering is: (i) free from defects in workmanship, materials and design, (ii) Sellerable and suitable for the purposes, if any, stated in the Agreement, and (iii) genuine, bona fide products, as described herein and does not violate the rights of any third party.

XI. Indemnification

To the extent allowed under applicable law, Seller agrees to defend, indemnify and hold Joufiju, its affiliated and related entities, and any of its respective officers, directors, agents and employees, harmless from and against any claims, lawsuits, investigations, penalties, damages, losses or expenses (including but not limited to reasonable attorneys’ fees and costs) arising out of or relating to any of the following: (a) any breach or alleged breach by Seller of this Agreement, or the representations and warranties made in this Agreement; (b) any claim or similar tax obligations of Seller arising from the sale and redemption of a Voucher; (c) any claim by any local, state, provincial, territorial or governmental entity for unredeemed Vouchers or unredeemed cash values of Vouchers or any other amounts under any applicable abandoned or unclaimed property, including but not limited to any claims for penalties and interest; (d) any claim arising out of a violation of any law or regulation by Seller or governing Seller’s goods and/or services; (e) any claim arising out of Seller’s violation of law or regulation governing the use, sale, and distribution of alcohol; (f) any claim by a purchaser or anyone else arising out of or relating to the goods and services provided by Seller and/or pick up of the goods and services at the Redemption Site, including but not limited to, any claims for false advertising, product defects, personal injury, death, or property damages; (g) any claim by a purchaser for the Amount Paid; (h) any claim arising out of Seller’s misuse of Customer Data, or any violation of an applicable data privacy or security law. Joufiju maintains the right to control its own defense and to choose and appoint its own defense counsel, regardless of the presence or absence of a conflict of interest between Joufiju and Seller; and (i) any claim arising out of Seller’s negligence, fraud or willful misconduct. Seller’s duty to defend and indemnify Joufiju includes the duty to pay Joufiju’s reasonable attorneys’ fees and costs, including any expert fees.

XII. Confidentiality

The terms for the Seller Offering described in this Agreement are confidential, and Seller agrees not to disclose the terms described in this Agreement to any party (other than to its employees, parent companies, shareholders, lawyers and accountants on a strict need-to-know basis or as required by applicable public records and other law, if Seller has taken the necessary precautions of the kind generally taken with confidential information to preserve the confidentiality of the information made available to such parties). In the event of a breach, Joufiju is entitled to injunctive relief and a decree for specific performance, and any other relief allowed under applicable law (including monetary damages if appropriate).

XIII. Limitation of Liability

EXCEPT FOR SELLER’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT IS EITHER PARTY LIABLE OR OBLIGATED TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST BUSINESS, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE. JOUFIJU’S SOLE AND COMPLETE LIABILITY TO SELLER FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR ANY ERRORS, OMISSIONS OR MISPLACEMENTS OF ANY VOUCHER IS LIMITED TO THE AMOUNT OF FEES RETAINED BY JOUFIJU HEREUNDER FOR THE PRECEDING SIX(6) MONTHS AFTER FINAL CALCULATION AND RECONCILIATION OF ALL REFUNDS. THIS LIMITATION OF LIABILITY APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY. IN ADDITION, ANY CLAIM BY OR ON BEHALF OF A SELLER IN CONNECTION WITH ANY PAYMENT MADE BY JOUFIJU, INCLUDING, BUT NOT LIMITED TO, CLAIMS ALLEGING THAT A SELLER WAS UNDERPAID, MUST BE MADE IN WRITING TO JOUFIJU WITHIN NINETY (90) DAYS FROM THE DATE JOUFIJU REMITS THE PAYMENT AT ISSUE. ALL CLAIMS NOT MADE IN ACCORDANCE WITH THE FOREGOING SHALL BE DEEMED WAIVED, RELEASED AND DISCHARGED BY SELLER.

XIV. Dispute Resolution

All disputes arising out of, or relating in any way to this Agreement, shall be resolved pursuant to this Section 14 Dispute Resolution.

    1. Binding ArbitrationEXCEPT AS SPECIFICALLY STATED HEREIN, ANY DISPUTE OR CLAIM BETWEEN SELLER AND JOUFIJU ARISING OUT OF, OR RELATING IN ANY WAY TO, THIS AGREEMENT (“DISPUTES“) SHALL BE RESOLVED EXCLUSIVELY BY FINAL, BINDING ARBITRATION. BY VIRTUE OF THE AGREEMENT IN THIS SECTION 14 TO ARBITRATE, SELLER AND JOUFIJU ARE EACH GIVING UP THE RIGHT TO GO TO COURT AND HAVE A DISPUTE HEARD BY A JUDGE OR JURY (EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION 14). The provisions of this Section 14 shall constitute Seller’s and Joufiju’s written agreement to arbitrate Disputes. The arbitration will be administered by a suitable lawyer of Joufiju’s choice . The arbitrator will apply and be bound by this Agreement, apply applicable law and the facts, and issue a reasoned award.

      To begin an arbitration proceeding, Seller or Joufiju must comply with the limitations provision set forth in Section 13. If Seller demands arbitration, it shall simultaneously send a copy of the completed demand to the following address: PO BOX 7445 Douala – Cameroon. If Joufiju demands arbitration, it shall simultaneously send a copy of the completed demand to the Seller’s address of record. Payment of all filing, administration and arbitrator fees will be governed by the lawyer’s firm. Joufiju will reimburse those fees for Disputes totaling less than 100.000FCFA if Seller is the prevailing party in such arbitration. Joufiju will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines that a Seller Dispute is frivolous. The arbitration will be conducted based upon written submissions unless Seller requests and/or the arbitrator determines that a telephone or in-person hearing is necessary. If the arbitrator grants the request or determines an in-person hearing is necessary, the hearing will proceed in Douala – Littoral, unless the arbitrator determines or we agree that the matter should proceed in the region of Seller’s principal place of business.

    2. Class Action WaiverWE EACH AGREE THAT WE SHALL BRING ANY DISPUTE AGAINST THE OTHER IN OUR RESPECTIVE INDIVIDUAL CAPACITIES AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. IN ADDITION, WE EACH AGREE THAT DISPUTES SHALL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. THE ARBITRATOR DOES NOT HAVE THE POWER TO VARY THESE PROVISIONS.
    3. Choice of Law/No Jury TrialIf for any reason a Dispute proceeds in court: (i) Seller and Joufiju agree that any such Dispute may only be instituted in a court in Douala Littoral; (ii) Seller and Joufiju irrevocably consent and submit to the exclusive personal jurisdiction and venue of such courts for resolution of such Disputes; (iii) Seller and Joufiju agree that the laws of Cameroon will govern this Agreement and any Disputes; and (iv) SELLER AND JOUFIJU AGREE TO WAIVE ANY RIGHT TO A TRIAL BY JURY.
    4. Injunctive Relief/Attorneys’ Fees Notwithstanding anything to the contrary in this Agreement, either party may bring suit in court seeking an injunction or other equitable relief arising out of or relating to claims that the other party’s conduct may cause the other irreparable injury.

      In the event Joufiju is the prevailing party in any Dispute, subject to any exceptions in this Section 14, Seller shall pay to Joufiju all reasonable attorneys’ fees and costs incurred by Joufiju in connection with any Dispute.

XV. Other

    1. The parties are independent contractors. Nothing in this Agreement is to be construed to create a joint venture, partnership, franchise, or an agency relationship between the parties. Neither party has the authority, without the other party’s prior written approval, to bind or commit the other in any way.
    2. This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter.
    3. Seller is not authorized to transfer or assign its rights or obligations under this Agreement, whether by operation of law or otherwise, without Joufiju’s prior written consent. Any waiver must be in writing and signed by an authorized signatory of Joufiju. Joufiju is authorized to transfer or assign this Agreement to a present or future affiliate or pursuant to a merger, consolidation, reorganization or sale of all or substantially all of the assets or business, or by operation of law, without notice to Seller.
    4. If any provision of this Agreement should be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement are not affected.
    5. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS NOR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF SELLERABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. JOUFIJU DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES OFFERED ON OR THROUGH THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE VOUCHERS ARE ERROR-FREE, OR THAT ANY SELLER OFFERING WILL RESULT IN ANY REVENUE OR PROFIT FOR SELLER.

 

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