Why Unified® (“Why Unified®,” “we,” or “us”) provides a range of marketing products and services for businesses of all sizes (the “Services”). Your Service Agreement (the “Service Agreement”), Service Order (the “Service Order”), or Online Order Form (the “Order Form”) sets forth which Services you are purchasing, the party entering the agreement (the “Client,” “you” or “your” and together with Why Unified® the “Parties” or each individually a “Party”), the costs for such Services, the minimum Initial Term, and other relevant details. As used in this Agreement, the term Service Agreement means any Service Agreement, Service Orders or Online Order Form or any combination of the foregoing. These Terms of Services (the “Terms of Service” or the “Terms”) are incorporated by reference into and made part of any Service Agreement submitted to Why Unified® and govern the relationship between you and Why Unified®. These Terms of Service are effective on the date the Service Agreement is signed (the “Effective Date”) and remain in effect until terminated as provided below. The Service Agreement, the Terms of Service, and the other documents incorporated by reference herein are collectively referred to as the “Agreement.” These Terms of Service may be reviewed at any time at whyunified.com/terms.
WHY UNIFIED® PROVIDES THE SERVICES AND SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM. BY EITHER SIGNING A SERVICE AGREEMENT/SERVICE ORDER OR BY CHECKING THE “ACCEPT” BOX ON THE SIGNUP ORDER FORM YOU (A) ACCEPT THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE 18 YEARS OF AGE OR OLDER/OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF CLIENT IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF CLIENT AND BIND CLIENT TO ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST NOT ACCESS OR USE THE SERVICES OR SOFTWARE.
PLEASE REVIEW THIS AGREEMENT CAREFULLY. BY ACCEPTING THESE TERMS, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, WHICH CONTAIN, AMONG OTHER PROVISIONS, DISPUTE RESOLUTION PROVISIONS, A WAIVER OF CLASS-ACTION RIGHTS AND LIMITATIONS OF LIABILITY. UNLESS OTHERWISE EXPRESSLY STATED, Why Unified® DISCLAIMS ANY AND ALL WARRANTIES WHETHER PROVIDED BY Why Unified®, ITS AFFILIATES, OR ITS RESPECTIVE EMPLOYEES AND AGENTS.
1. Definitions and Products. The Why Unified® products, services, and other capitalized terms have the definitions as defined in this section or in the section where they first appear.
a. Services. For the purposes of this Agreement, Services means any and all Products and Services offered by us pursuant to these Terms of Service.
b. Scope of Deliverables & Services. The Services provided by Why Unified® encompass the Why Unified® Platform, Why Unified® Stores, and Why Unified Sales Channels, which afford the Client the opportunity to select a Store and relevant Sales Channels, all of which are billed as separate Services. Each Store and Sales Channel provides certain features and functionalities that are integrated as part of the respective Service Agreement as the Deliverables. The Official Scope of Services for each Store and Sales Channel can be accessed by visiting the Why Unified website at https://whyunified.com. The Client further acknowledges and agrees that certain Services provided by Why Unified are subject to modification or discontinuation at any time, in Why Unified’s sole discretion, upon notice to the Client.
c. Marketing Plan. Upon initiation of your engagement with Why Unified® Corp, a “Marketing Plan” will be developed for your consideration, with an estimated completion time ranging between 3-7 business days, though commonly completed within 1-2 business days. The objective of this Marketing Plan is to offer a thorough overview and detailed explanation of the “Services” to be rendered, encompassing the proposed strategy, development of marketing assets for the proposed strategy, including the assets for sales channels and the store, which are necessary for the implementation (“Launch”) of the marketing plan upon approval. You shall have the option to either approve or decline the Marketing Plan. By approving the Marketing Plan, you acknowledge and authorize the commencement of your subscription, thereby agreeing to the Billing Commitment and providing pre-approval for the stated deliverables provided in the Marketing Plan which will Launch within 3-7 business days and be fulfilled and executed in part or in whole throughout your Billing Commitment. Please note that the acceptance of the Marketing Plan is facilitated through the “Marketing Plan Approval Agreement.” Following the approval of the Marketing Plan, refunds will no longer be granted in accordance with the established refund policy. Alternatively, you may choose to decline the Marketing Plan before approval, in which case you will be eligible for a full refund to your original payment method. Processing of the refund may take 3-5 business days, subject to your bank’s policies.
d. Why Unified® Platform License. The Why Unified® Platform license (the “Why Unified Platform”) plan grants you access to the full Why Unified® software platform as well as access to utilize certain Why Unified® Services. The Why Unified® services included with the Why Unified® Platform License are a limited license to use the Why Unified® software platform during the term, a Store Website License, and Sales Channel Licence. Each of these products/services are available for all Why Unified® accounts that have an active subscription, however, some products/services may not be utilized for your account depending on your specific marketing goals. Please note, Both Store Website Licences and Sales Channel Licences have it’s own respective fees which can be located in your Service Agreement, or require credits to run or be utilized. You may only use your credits on file if you are current on your monthly Why Unified® Base Platform Fee. Please note, some 3rd Party products and services may not be available for all clients based on the terms and conditions of the applicable 3rd Party provider.
e. Why Unified® Platforms. The Why Unified® Platforms include all of Why Unified® ‘s software platforms and product offerings. These include, but are not limited to, the Merics Dashboard, Pulse Dashboard, Stores, and Sales Channels.
f. Model A Advertising Plan. Under the Model A Plan, you will purchase Sales Channel Credits, and ads will be run through our master advertising accounts using those Sales Channel Credits. This is the default advertising plan for all Clients. If your Service Agreement doesn’t specify which advertising model you are using, you are under Model A.’
g. Model B Advertising Plan. Under the Model B Plan, you will not be purchasing Sales Channel Credits, as they may not be a requirement for the Sales Channel. You agree to provide the Company with admin access to these accounts during the Term.
h. Store License. Why Unified® Stores are pre-designed stores that are exclusively managed by Why Unified®, and include features such as hosting, store management, inventory management, and customer service for end-users. The stores are pre-populated with published products in accordance to the Product License. The stores are not exclusive to the Client, and may be duplicated and re-purposed for use with other Clients. Your license to use your Why Unified® Store website is defined in Section 7.d. below. Why Unified® Stores may not be migrated to another website hosting platform under any circumstance.
i. Sales Channel License. Why Unified® Sales Channels represent managed advertising plans designed to streamline and optimize your promotional efforts on a variety of advertising platforms. The platforms covered by these plans include, but are not limited to Facebook, TikTok, Instagram, and other similar platforms, based on which Sales Channel plan is puchased. The managed advertising plans are intended to help you effectively reach your target audience, increase brand visibility, and achieve your marketing goals across multiple advertising channels. Each sales channel requires either Model A or Model B Advertising Plan, found in your Service Agreement. If not signified, Model A will be followed.
j. Sales Channel Credits. Sales Channel Credits are used to run advertisements across digital platforms using the Model A Advertising Plan. Sales Channel Credits cost one dollar ($1.00) per credit and equal ($1.00). Sales Channel Credits are allocated as follows: seventy-five percent (75%) of each Sales Channel Credit is allocated to media buy (paid placement on services such as Facebook Ads, Instagram Ads, TikTok Ads, etc.) and the remaining twenty-five percent (25%) is allocated to campaign management and campaign optimization. Please note, the media buy allocation percentage is subject to change without notice. Sales Channel Credits costs, including cost-per-click reporting and more, are reflected through Sales Channels within the Why Unified® platform for return on investment (ROI) and cost-per-conversion tracking/analysis. Sales Channel Credits are subject to the terms and conditions of the applicable 3rd Party provider (e.g., Google, Bing, YouTube, Facebook), and some services may not be available for some client products or services. You may access a performance report which includes raw data on costs, clicks, and impressions via the Metics Dashboard at any time by clicking the applicable link on your Why Unified® dashboard. Sales Channel Credits are non-refundable but may be allocated to other Sales Channels with a written request (email acceptable). If you cancel your recurring Sales Channel Credit product, your credits on file will remain in your account for one billing cycle and must be used or transferred to another product during your next monthly billing cycle or may be forfeited. Actual ad position on 3rd Party websites is based on several factors, and top position cannot be guaranteed. In any billing cycle, Why Unified® may spend any credits you have on file. Why Unified® will monitor your Sales Channel Credit spend to keep you on budget, but in rare cases, Why Unified® may spend over and above the number of credits you have on file. Any balance of your Sales Channel Credit budget remaining at the end of a monthly billing cycle, positive or negative, will be rolled over to the next monthly billing cycle. Any negative balance remaining at the end of the Term is due at that time. We use a master advertising account with each 3rd Party Sales Channel Credit services provider (Google, Bing, Yahoo, Facebook, etc.). We will set up an advertising account for you within our master advertising account. You acknowledge that you must use our master advertising account in order to use Sales Channel Credits for these services. Because all of our accounts are linked within our master advertising accounts, we will not provide access to view or control your advertising or analytics accounts at the advertising account level of the respective service provider. You acknowledge that we will not transfer any advertising accounts or related account access to you at the end of the Term. You can get a report of your advertising performance and Sales Channel Credit usage by logging into the Why Unified® platform at any time or by contacting one of our Growth Consultants, if applicable.
k. Fulfillment Credits. Fulfillment Credits are utilized to cover the Cost of Goods Sold (COGS), which encompasses the wholesale cost of products, shipping and handling, and any other associated fees for items displayed on Why Unified® Stores. The COGS for each product featured in the Client’s store can be found in the Marketing Plan or within the Client’s store itself. The Parties acknowledge that COGS are subject to change at any time without prior notice and are the property of a sublicensed feature as outlined in the F. The Client agrees to fund Fulfillment Credits in advance, and such credits will be deducted as the Client’s end-users place orders. The Client may access a performance report, including raw data on COGS via the Metrics Dashboard at any time by selecting the relevant link on their Why Unified® dashboard. Fulfillment Credits are non-refundable; however, they may be allocated to other stores upon the Client’s written request (email acceptable). In the event that the Client cancels their recurring Fulfillment Credit product, any remaining credits on file will be retained in the Client’s account for one billing cycle. The Client must utilize or transfer these credits to another store during their next monthly billing cycle, or they may be forfeited. Fulfillment Credits, while utilized to cover the Cost of Goods Sold (COGS) associated with items on Why Unified Stores, do not confer ownership of specific products and can only be used for payment of the COGS once an order is placed. It is important to note that clients are prohibited from using their remaining Fulfillment Credits to directly purchase products, particularly in bulk quantities.
l. Product License. You acknowledge and agree that the Store License includes a sublicensed product license granted by our partner, Never Shipped Corp (the “Partner”). This sublicense permits Why Unified® Stores to publish and offer products for sale, and includes the provision of fulfillment services by the Partner. You further acknowledge that Why Unified® is not responsible for the products published on your store or their accuracy. It is your responsibility as the licencee to ensure the accuracy and compliance of the products published on your store, in accordance with any applicable laws, regulations, and guidelines. Your license to use the Product License is defined in Section 7. c.
m. Store Payment Processing. The payment processing for transactions conducted through the Client’s store is facilitated by third-party processors, including but not limited to Stripe, as determined by the Client’s selection of compatible processors. To enable this process, the Client shall be required to either create or assist Why Unified® in connecting their account to their store by providing temporary access to their account. Upon placement of an order through the Client’s store, the order shall be processed through the connected payment processor, and the Terms & Conditions specified by the payment processor shall govern the transaction. The Client acknowledges and agrees that by connecting their Payment Processor to their store, they also accept and agree to be bound by any and all third-party Payment Processor Agreements that regulate the use of the selected payment processor. It is understood that Why Unified does not exercise control over the policies of third-party payment processors, including but not limited to the assessment of transaction risks conducted by such processors.
n. Order Fullfilment & Shipping. Upon receipt of an order from the Clients store, the order shall be escalated to our fulfillment team for processing and subsequent shipment, utilizing one of the following delivery models: (A) Same Day Shipping, (B) 2-Day Shipping, or (C) 3-7 Calendar Day Shipping. The specific shipping model assigned to the order shall be contingent upon the delivery address provided, as certain delivery models may not be available in all areas. We reserve the right to cancel orders based on product unavailability or high-risk categorization. High-risk orders include those that violate licensing agreements, such as orders placed by the store owner, friends, or family members associated with the store. Please be advised that the shipment of orders may be subject to delays beyond our control, as we do not exercise authority over couriers, weather conditions, acts of God, or similar circumstances.
o. Complimentary Promotions. Why Unified® occasionally offers Complimentary Promotions to new Clients signing a Service Agreement or account credits to existing customers. Complimentary Promotions and account credits take the form of funds or credits added to the Client’s account to offset marketing costs under the Service Agreement. Unless otherwise stated, Complimentary Promotions may be used to offset any cost associated with the Service Agreement with the exception of Sales Channel Credits or 3rd Party advertising media buy. Complimentary Promotions are fully contingent on you fulfilling the Initial Term. If you cancel the Service Agreement prior to fulfilling the Initial Term, Client must pay back all Complimentary Promotions spent on Client’s account at the time of cancellation, in addition to any applicable Early Cancellation Fees.
p. Creative Services. Our creative services include, but are not limited to, logo design, photography services, and general design and development time. All creative services are paid in-advance. In some cases, we may provide an estimated bid for Creative Services. This estimated bid is provided based on the information received from you at the time of offer but is not a guarantee. If additional funds are required to complete the project, you will be notified before any additional charges, beyond the initial estimated bid, are incurred. In the event of increased costs, we will proceed only after receiving your approval (written or oral). Your approval of any cost increase shall be binding and incorporated into this Agreement. Our Creative Services necessarily require your input and cooperation. You agree to provide materials, direction, information, approvals, authorizations or decisions necessary for us to complete your project. We will work with you to complete your Creative Services project on your timeline. However, if we do not hear from you for over one year, we may cancel your project and you will forfeit any amounts paid for the Creative Services.
2. Compliance with Laws/Prohibited Content. You shall not use nor permit the Services to be used in violation of any applicable national, state, or local laws or regulations. Without limiting the foregoing, you may not use any of Why Unified®’s Services for any illegal activity including the storage or transmission of information, data, files, or links to content that violate any applicable local, state, national, or international law. This includes, but is not limited to, pirated software, copyrighted data or links thereto, the propagation of computer worms or viruses, the use of false identities, or attempts to gain unauthorized entry to any network. Pornography and sex-related merchandising are prohibited on all Why Unified® servers. This includes sites that may infer or link to sexual content. Spamming sites and sites selling or promoting bulk email software, services, or addresses are also prohibited. Why Unified® may terminate this agreement if it determines, in its sole discretion, you have violated this policy.
3. Client Obligations. In addition to making all required payments, you shall (a) cooperate with Why Unified® in all matters relating to the Services and provide access to your advertising accounts including your Analytics accounts as necessary; (b) respond promptly to questionnaires and any reasonable request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for Why Unified® to perform Services in accordance with the requirements of this Agreement; and (c) provide such customer materials or information as Why Unified® may reasonably request to carry out the Services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects. Why Unified® is not responsible or liable for any delay or failure of performance caused in whole or in part by your delay in performing, or failure to perform, any of your obligations under this Agreement.
4. Payment. Once you have executed your Service Agreement, Service Order or Online Order Form, you will be responsible for payment in full of all associated fees. All fees are due in US dollars. Unless otherwise stated, you will pay all fees due under this Agreement in accordance to the terms provided in the Service Agreement. For recurring fees, the initial payment will be taken on the Effective Date, and you will be billed for subsequent renewals as outlined in your Service Agreement. For monthly recurring Services, unless the Service Agreement states otherwise, you will be billed on the same numerical day of each month as the Effective Date. For example, if the Effective Date is November 17th, you will be billed for recurring monthly payments on December 17th, January 17th, and so on, unless your default payment method is eCheck, where you may be billed (7) seven calendar days earlier due to check clearing times. For billing terms longer than one month, you will be billed as described in your Service Agreement, and you will be billed for subsequent payments unless canceled as provided in Section 6. b. below. You acknowledge that you are required to pay the full amount due for the Services through the Initial Term and Renewal Terms at no less than the recurring total listed in your Service Agreement. Why Unified® shall have the right to charge your credit card or debit from your account through ACH for fees in accordance with these Terms of Service and the Service Agreement. Client warrants the validity of any ACH information provided to Why Unified® and acknowledges that Why Unified® is entitled to debit Client’s account for any ACH fees charged to Why Unified® due to Client’s error, including, but not limited to, incorrect information, invalid account numbers and non-sufficient funds. Why Unified® uses a credit card updating service that automatically updates credit card numbers when a credit card has expired or been replaced. You acknowledge that Why Unified® has a right to charge any credit card updated in this manner in accordance with these Terms of Service and the Service Agreement. YOU UNDERSTAND AND ACKNOWLEDGE THAT ALL FEES MUST BE PAID IN ADVANCE AND THAT, IN ADDITION TO BEING IN BREACH OF YOUR CONTRACTUAL OBLIGATIONS, YOUR SERVICES MAY BE PAUSED OR TERMINATED IF TIMELY PAYMENT IS NOT RECEIVED OR IF A PAST PAYMENT HAS BEEN DISPUTED.
a. Term. The Agreement shall begin on the Effective Date and will remain in effect until terminated as provided below. For recurring accounts, the Service Agreement sets forth the minimum commitment term (the “Initial Term”) and authorizes recurring billing for such periods. Your Initial Term may be extended by any added Service Order or Online Order Form. Client acknowledges that Client’s plan is designed based on the Initial Term defined in Client’s Service Agreement. After the Initial Term, the Term will be automatically renewed for successive periods (each, a “Renewal Term”) or as otherwise provided in the Service Agreement (the Initial Term and any Renewal Terms are collectively referred to herein as the “Term.”)
b. Cancellation. You may cancel the services by providing no less than 30 days’ written notice of cancellation via mail or email addressed to your Growth Consultant, as applicable. If you have not completed the Initial Term, cancellation will be effective at the completion of the Initial Term. If you have completed the Initial Term, services will continue through the end of the current Renewal Term and will then be cancelled.
c. Early Cancellation. If you wish to cancel the Services without completing the Initial Term you may do so only by providing both (1) written notification of cancellation and (2) the Early Cancellation Fee. The amount of the Early Cancellation Fee is defined in your Service Agreement. If your Service Agreement does not define the Cancellation Fee it shall be equal to $7,100.00 if you are on the Model A Advertising Plan, and $2,100.00 if you are on the Model B Advertising Plan. If your Service Agreement doesn’t specify which advertising model you are using, you are under Model A. The Early Cancellation Fee is only applicable for Initial Term’s that are longer than a period of (1) one month. In the event that the Initial Term exceeds one (1) month and the Client chooses to cancel prior to the completing the Initial Term, the Client shall be entitled to receive a pro-rated refund for the unused portion of the Initial Term. However, the pro-rated refund shall be subject to the deduction of the Early Cancellation Fee, any Credits overages, or other fees, which will be determined in accordance with the terms of this Agreement. You will continue to be billed until we receive both proper written notice of cancellation, as applicable. Upon execution of this agreement, Why Unified® will be investing considerable work into your business and online marketing activities. This investment is being made with the understanding that you are committing to pay for the Services through the Initial Term or any subsequent Renewal Term. Client recognizes the aforementioned investment, up-front sales, setup, and opportunity costs that Why Unified® bears in connection with this marketing commitment, and acknowledges that this fee is not a penalty, but rather a reasonable amount of liquidated damages to compensate Why Unified® for early cancellation of the Services. You acknowledge the aforementioned investment, up-front sales, setup, and opportunity costs that Why Unified® bears in connection with your Service Agreement, and you acknowledge that this Early Cancellation Fee is not a penalty, but rather a reasonable amount of liquidated damages to compensate Why Unified® for early cancellation of the Services.
d. Cancellation Revocation. You may, upon written notice (email is acceptable), revoke such cancellation after you have made a cancellation request, in which case the Service Agreement will be reinstated, and all applicable services will be reinstated upon payment in full of all amounts owed. If the cancellation fee has already been paid it shall be applied to any future amounts owed.
e. Why Unified®’s Right to Cancel. We may cancel this Agreement at any time for any reason, and in our sole discretion, by providing written notice of cancellation to you. Cancellation will take effect at the end of the then-current billing period. Written notice may be provided to you via email.
f. Pause of Service. Why Unified® does not offer the option to pause Subscriptions, Stores or Sales Channels. However, if the Initial Term of this Agreement is greater than (1) one month, the Client may elect to pause their Sales Channel Credits subscription. Upon depletion of Credits, the associated Sales Channels will be paused automatically. The pause of Sales Channels is an elective option and shall not modify the Client’s Billing Commitment. This Service Agreement shall remain in effect throughout the Initial Term, unless terminated by either party in accordance with the termination provisions of this Agreement. The Client acknowledges and agrees that any paused Sales Channels shall not generate any additional charges, but that the Client shall remain liable for any overages, fees or charges that accrued and remain unpaid before the pause of Sales Channels.
g. No Refunds and Unused Credits. No refunds will be provided for any amounts already paid to Why Unified® if the Marketing Plan Approval Agreement has been executed. Upon cancellation of this agreement by you for any reason, any and all unused funds or credits will be forfeited.
h. Charge Disputes. In the event that the Client initiates a dispute regarding any payment made to Why Unified® with their credit card company or bank, the Client agrees to be assessed a fee of $300 per dispute initiated, should the dispute be found invalid at Why Unified®’s sole discretion. The Client acknowledges and agrees that this fee represents liquidated damages, rather than a penalty, and serves to reasonably compensate Why Unified® for the additional costs incurred in addressing and defending against the payment dispute.
i. Bounced Checks. In the event that a payment is processed via eCheck and subsequently returned as bounced, the Company reserves the right to charge a processing fee of $50.00 for each bounced transaction. It is important to note that this fee is not a penalty, but rather a fee charged by originating banks for the bounced transaction. The Client acknowledges and agrees to ensure that the associated bank account has the necessary funds available to successfully process the transaction. Furthermore, if the Client has multiple bounced checks, the Client understands that the terms outlined in the section 5.’ will come into effect.
j. Restriction of Support Services. Why Unified® may limit or terminate support services, including live chat support, phone support, or email support, to any Client who displays threatening, aggressive, or otherwise vulgar behavior toward any of its customer service representatives, at its sole determination and discretion. The Client acknowledges that any such behavior is a breach of this Agreement and may result in the forfeiture of any support services or other benefits provided under this Agreement, without any refund or compensation. Why Unified® reserves the right to take appropriate action, including but not limited to terminating support services, terminating this Agreement, and pursuing any legal remedies available under applicable law, in response to any such behavior. The Client further acknowledges that they are responsible for maintaining a professional and courteous demeanor at all times when communicating with Why Unified’s customer service representatives, and that any violation of this requirement may result in the termination of support services.
k. Account Records on Termination. Upon termination, at your election, we will preserve an archive of your account records and data for an annual fee. If you do not elect to archive your account records, we are under no obligation to maintain any customer records after your account is terminated, and we may delete your account records at any time. Notwithstanding the foregoing, we will preserve account data to the extent necessary for us to comply with our own document retention obligations.
7. Intellectual Property.
a. Your License Grant to Why Unified®. During the Term, you hereby grant to Why Unified® a non-exclusive, royalty-free worldwide license to use, copy, backup, modify, display, broadcast, and transmit any of your content, including but not limited to your website, text, images, logos, copyrights, trademarks, service marks, promotional materials, photos, audio, and video content relating to your existing website, as applicable, to the extent necessary and for the sole purpose of allowing Why Unified® to perform the Services. This license will terminate upon termination of the Service Agreement.
b. Ownership of Why Unified Stores. Why Unified® shall be the sole and exclusive owner of all copyrights and intellectual property rights in and to any Store and related materials created under this Agreement.
c. Why Unified® Store License. Why Unified® grants Client, during the Term for which Client has paid the applicable Fees, a non-exclusive, non-transferable and revocable license, subject to this Agreement and any qualifications contained herein, to access and use the Why Unified Store signified in the Service Agreement. This license is limited, non-sublicensable, and intended solely for the purpose of accessing and using the Why Unified Store in connection with the Marketing Plan provided by Why Unified. This license to access the Why Unified Store will terminate upon cancellation or non-payment of any applicable fees.
d. Why Unified® Sales Channel License. During the Term for which Client has paid the applicable Fees, Why Unified® grants Client a non-exclusive, non-transferable, and revocable license, subject to the terms of this Agreement, to access and use Why Unified Sales Channels as set forth in the Service Agreement. The Client agrees that they will only use the Sales Channels that are expressly authorized by Why Unified in connection with their Why Unified Store, and that they will not use any other Sales Channels offered by Why Unified externally, whether on their own, or through a third-party without first subscribing to such Sales Channels in connection with their Why Unified Store. The Client acknowledges that Why Unified has licensing agreements in connection with the section 1. l. provided in this agreement, which prohibit the use of Sales Channels externally in connection with a Why Unified Store, except where expressly authorized by Why Unified.
e. Work Product Ownership. Any copyrightable works, ideas, discoveries, inventions, patents, products, marketing data, marketing campaigns or other information (collectively, “Work Product”) developed in whole or in part by Why Unified® during the course of this Agreement shall be the exclusive property of Why Unified®.
f. Trademarks. All trademarks used in this agreement and used in conjunction with the Services are the property of their respective owners or licensors. With the exception of the trademark rights explicitly granted in this Agreement, no other rights to any trademarks are granted herein. Use of the Why Unified® trademarks without the express written consent of Why Unified® is prohibited.
8. Authorization and Limited License to the Access Why Unified® Software Platforms. Upon execution of a marketing Service Agreement, and for so long as your Service Agreement is in effect and you are current on all applicable fees or payments, you will be granted a revocable, non-transferable, non-sublicensable, non-exclusive limited license to access the Why Unified® Software Platforms. You acknowledge and agree that you do not have, nor will you claim any right, title or interest in the Why Unified® Platforms, including, without limitation, Why Unified®, Why Unified® Stores, Why Unified® Sales Channels, the platforms, software, data, applications, methods of doing business, or any other content provided through Why Unified® whether expressly, by implication, estoppel, or otherwise. All rights, title, and interest in and to the Why Unified® Platforms and Services, are and will remain with Why Unified®. You may only access the Why Unified® Platforms via a web browser or mobile application. Your access shall be password protected and you acknowledge that you shall not share your password or otherwise permit any other person to access or use the Why Unified® Platform or Services except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of the foregoing, you shall not, except as this Agreement expressly permits: (a) copy, modify, or create derivative works or improvements of Why Unified® Platform or Services; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Why Unified® Platform or Services to any person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services or Why Unified® systems, in whole or in part; (d) bypass or breach any security device or protection used by the Why Unified® Platforms or Services, or access or use the Why Unified® Platform or Services other than by an Authorized User through the use of his or her own then valid Access Credentials; (e) input, upload, transmit or otherwise provide to or through the Services or Why Unified®’s systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any harmful code; (f) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, Why Unified®’s systems or Why Unified®’s provision of services to any 3rd Party, in whole or in part; (g) remove, delete, alter, or obscure any trademarks, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property, or proprietary rights notices from any Services or other Why Unified® materials, including any copy thereof; (h) access or use the Why Unified® Platforms or Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of Why Unified® or any 3rd Party or in a way that violates any applicable law; (i) access or use the Why Unified® Platforms or Services for purposes of competitive analysis of the Services, for the development, provision, or use of a competing software service or product, or any other purpose that is to Why Unified®’s detriment or commercial disadvantage. In addition to the other remedies Why Unified® may have, Why Unified® may terminate the foregoing license and this Agreement if it determines, in its sole discretion, that you have violated the provisions of this license.
9. Representations. By signing, you personally represent that (a) you have the power to enter into this Agreement and be bound to its obligations hereunder on behalf of the Client; (b) the execution of this Agreement by the Client has been authorized by all necessary corporate actions; and (c) upon execution of the Service Agreement, this Agreement constitutes a legal, valid, and binding obligation of Client, enforceable against Client in accordance with its terms. You further represent that you have the right to enter this agreement and use all intellectual property, including, but not limited to copyrighted materials and trademarks, supplied to Why Unified® for use in conjunction with the services.
10. Agency. If you are purchasing the Services on behalf of another company, you personally represent and warrant that you have been authorized by such company to act as its agent in all respects related to the agreement. Without limiting the foregoing, you agree on behalf of each such company that such company has been made aware of, and agrees to be bound by these Terms of Service.
11. DISCLAIMER OF WARRANTIES. Why Unified® PROVIDES ALL SERVICES ON AN “AS IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, AND MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, TIMELINESS, SECURITY, OR ACCURACY OF THE SERVICES. THE SERVICES ARE PROVIDED WITHOUT ANY GUARANTEE OF CONTINUOUS OR UNINTERRUPTED AVAILABILITY. IF THE SERVICES ARE INTERRUPTED OR DELAYED, Why Unified®’S SOLE OBLIGATION WILL BE TO RESTORE OR PROVIDE SUCH SERVICES AS SOON AS PRACTICAL. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Why Unified® DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. WITHOUT LIMITING THE FOREGOING, WHY UNIFIED® MAKES NO GUARANTEES WITH RESPECT TO THE PERFORMANCE OF ANY PRODUCT OR SERVICE.
12. LIMITATIONS OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WHY UNIFIED® SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY CLIENT OR COULD HAVE BEEN REASONABLY FORESEEN, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE INDEMNIFICATION SECTION AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE EXCEED THE TOTAL OF THE AMOUNTS YOU PAID TO WHY UNIFIED® IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM. WITHOUT LIMITING THE FOREGOING, WHY UNIFIED® IS NOT RESPONSIBLE FOR ANY DAMAGES DUE TO ANY CONTENT, OMISSIONS, OR ERRONEOUS DATA APPEARING IN CLIENT’S WEBSITE, BLOGS, OR ON SOCIAL MEDIA OR ANY LOSS, DAMAGE, CORRUPTION, OR BREACH OF CLIENT DATA WITHIN CLIENT’S WHY UNIFIED® ACCOUNT. WE FURTHER DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE IN CONJUNCTION WITH THESE SERVICES. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SERVICES TO YOU.
13. No Guarantee: Notwithstanding any estimates, projections, or predictions that may be provided by Why Unified® in connection with the subscription, store, or sales channels, the Client acknowledges and agrees that no guarantee, warranty, or representation is made by Why Unified® with respect to the attainment of any specific level of performance, success, sales, or any other measurable metric at any given time. The Client expressly understands and acknowledges that Why Unified®’s execution of Services under the Marketing Plan is subject to various factors beyond Why Unified®’s control, including, but not limited to, fluctuations in advertising bidding, market conditions, product demand, product pricing, and other inherent risks associated with online store operations. Accordingly, the Client shall not hold Why Unified® liable for any failure to achieve the desired results or any specific level of performance, success, sales, or any other measurable metric, and the Client hereby waives any and all claims, demands, and causes of action against Why Unified® related to or arising out of such failure. In addition, the Client acknowledges and agrees that no refunds shall be provided in the event that the Client does not achieve the desired results, as the Client understands and accepts the inherent risks involved in the services provided by Why Unified® under the Marketing Plan.
14. Representations Disclosure: The Client acknowledges and agree that any results, achievements, or representations made on whyunified.com or otherwise provided by Why Unified® are not to be construed as typical or guaranteed. Why Unified® does not imply or represent that the Client will duplicate or achieve similar results as those presented in Why Unified®’s strategies, Marketing Plan, case studies, or any other materials. The Client understands that any estimates or results presented by Why Unified® are for illustrative purposes only and are not a guarantee of the Client’s own success, which may be influenced by numerous factors, including luck, effort, business model, work ethic, and years of hard work. The information provided on or through whyunified.com or any other materials is general in nature and not specific to the Client or any other user. The Client agrees to exercise independent due diligence and consultation with appropriate professional advisors before making any decision, financial or otherwise, based on the information presented by the Provider. The Client assumes full responsibility for using any and all information available on or through Why Unified®’s website or materials at their own risk. The Client is further advised to independently verify the information, products, and services provided by Why Unified®, by consulting with qualified professionals as needed. The Client should carefully consider and evaluate the information, products, and services of Why Unified® before relying on them or making any decisions based on such information. The Client agrees that Why Unified® shall not be held responsible or liable for the success or failure of the Client’s decisions relating to any information, products, or services presented by Why Unified® or offered through its website.
15. Graphical Chart Disclosure: Why Unified® may, at its discretion, share predictions, estimates, or averages in the form of graphical charts on the Why Unified® website, Why Unified® Platform, Why Unified® Marketing Plan, or other sources related to Why Unified®. The Client understands and acknowledges that the charts provided are for informational purposes only, and do not constitute guarantees or representations of actual performance. The Client further understands and acknowledges that the data used to create the charts were derived from case studies performed in a controlled environment with all aspects of the Marketing Plan being followed and with additional efforts being implemented. The Client agrees that such charts are not intended to be relied upon as a guarantee of future performance and that any actual results achieved may differ materially from those depicted in the charts. Why Unified® shall have no liability for any losses or damages incurred by the Client in reliance upon such charts or any other information provided by Why Unified®. The Client further acknowledges and agrees that Why Unified® reserves the right to modify, add, or remove any chart or other information at any time, in its sole discretion, without notice to the Client.
16. Non-Disparagement: The Client hereby agrees that during the term of this Agreement and at all times thereafter, they shall refrain from making, directly or indirectly, any false, negative, derogatory, or disparaging statements or comments, whether written or oral, about Why Unified®, its affiliates, subsidiaries, officers, directors, employees, agents, products, or services, to any third party, including but not limited to customers, suppliers, competitors, or members of the media, which may be defamatory or otherwise harm the reputation and goodwill of Why Unified®. This obligation is intended to safeguard Why Unified®’s reputation and goodwill and applies to any form of communication, including but not limited to social media, blogs, public forums, and reviews. The Client acknowledges and agrees that any breach of this non-disparagement and defamation protection clause may result in significant harm to Why Unified®’s business and reputation, and that Why Unified® shall be entitled to seek all available legal remedies, including, but not limited to, injunctive relief, damages, and any other rights and remedies provided under this Agreement, defamation law, or other applicable laws.
17. Third Party Financing: Why Unified® may offer alternative payment methods, including financing options, which are facilitated through third-party financing entities. The Client acknowledges and agrees that Why Unified® charges a standard 7% financing fee towards the total principal amount for using any financing payment method, which is not a penalty but rather reasonable compensation for the financing fee Why Unified® pays to facilitate the financing transaction. The terms and conditions of any financing arrangement shall be between the Client and the applicable third-party financing entity, and Why Unified® is not responsible for any financing arrangements between the Client and such third-party financing entities. The Client further acknowledges and agrees that any financing arrangement is separate from this Agreement and does not modify or affect the Client’s obligations under this Agreement, including any payment obligations. The Client agrees to hold Why Unified® harmless from any and all claims, liabilities, or damages arising out of any financing arrangement between the Client and a third-party financing entity. Why Unified® reserves the right to modify, add, or remove financing options at any time in its sole discretion, upon notice to the Client.
18. Product Non-Affiliation: Any and all product names, logos, and brands exhibited on Why Unified® Stores under the categorization of “Product License” remain the sole and exclusive property of their respective legal owners. This ownership encompasses various aspects, including but not limited to, the distinct product names, distinctive logos, and established brand identifiers associated with said products. It is important to note that any reference to or mention of company, product, or service names within the scope of Why Unified® Stores is explicitly and solely intended for the purposes of accurate identification and representation of the products. Furthermore, it is expressly stated that the utilization or display of these names, logos, and brand identifiers in connection with Why Unified® Stores does not, under any circumstances, imply or suggest any form of endorsement, approval, sponsorship, or affiliation between Why Unified® Stores and the respective rights holders of the products and services. The use of these names, logos, and brand identifiers is strictly limited to identification and representation purposes within the Why Unified® Stores platform.
19. Marketing Phases Disclosure. Phases serve a crucial function in the oversight and enhancement of digital marketing campaigns facilitated by Why Unified® and are part of the Marketing Plan. These phases delineate unambiguous objectives and anticipations for each segment of a campaign, ascertaining that the benchmarks based on analogous conditions are achieved. By incorporating universally recognized marketing and business nomenclature, phases enable our subscribers to gain a more comprehensive comprehension of their store’s progression. This shall expound upon the three primary phases, namely: Build Up Phase, Growth Phase, and Maturity Phase. Notwithstanding any estimations, projections, or predictions provided by Why Unified®, it is explicitly acknowledged and agreed that we cannot assure or guarantee that a Why Unified® Store will advance into a particular phase at a specific point in time or upon attainment of certain metrics. The digital marketing landscape is characterized by constant fluctuations and myriad factors that may be beyond our influence or control. Consequently, any representations or expectations concerning the progression of a Why Unified® Store into a specific phase should be regarded as tentative and subject to change based on the ever-evolving nature of the digital marketing environment.
20. Why Unified® 2.0 Upgrades. Clients of Why Unified®, whose Service Agreements possess an Effective Date preceding May 1st, 2023, shall be granted the option to upgrade, without incurring any additional fees, to Why Unified® 2.0, a novel and enhanced iteration of the Why Unified® Platform. By electing to proceed with the upgrade, the Client hereby acknowledges and consents to be bound by the updated Terms & Conditions found in this agreement. Conversely, should the Client decide not to undertake the upgrade, the existing Terms & Conditions, dated December 12th, 2021, shall remain in full force and effect, without modification.
21. Dispute Resolution.
a. Agreement to Arbitrate. If the Parties are unable to resolve a dispute in Good Faith, the Parties hereby agree to resolve any and all disputes, controversies, or claims arising out of, relating to, or in connection with this Agreement and/or the Services, including the breach, termination, or validity thereof, through confidential binding arbitration in Newark, Delaware by a single arbitrator. Such arbitration shall be administered by the American Arbitration Association (AAA) and conducted pursuant to the Expedited Procedures of the Commercial Arbitration Rules (CARs) of the AAA. The Parties further agree that they may only bring or participate in claims against the other in their respective individual capacities, and not as a plaintiff or class member in any purported class or representative proceeding. The Parties further agree that the arbitral tribunal may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.
b. Exceptions to Agreement to Arbitrate. Why Unified® may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services or for intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the Good Faith dispute-resolution process described above. In the event that the Parties’ agreement to arbitrate is found not to apply for any reason, all actions relating to or in connection with this Agreement shall be brought in the state and federal courts located in New Castle County, Delaware, respectively. The Parties consent to venue and personal jurisdiction in these courts.
c. Costs and Attorney’s Fees: You agree to pay all costs of collection (including attorneys’ fees, costs, and other legal and collection expenses) incurred by Why Unified® in connection with its enforcement of its right to payment under the Agreement. Any amounts not paid by you when due shall bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Except as otherwise provided in this Section, the Parties will be responsible for their own costs and legal fees.
d. Voluntary and Knowing Waiver. BY ENTERING INTO THIS ARBITRATION AGREEMENT, CLIENT ACKNOWLEDGES AND AGREES THAT IT IS WAIVING THE RIGHT TO A TRIAL BY JURY FOR ANY CLAIM SUBJECT TO ARBITRATION. CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT IT MAY ONLY BRING A CLAIM IN ITS INDIVIDUAL CAPACITY, AND THAT IT WAIVES ANY RIGHT TO BRING AN ACTION AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. OTHER RIGHTS THAT CLIENT WOULD HAVE IF IT WENT TO COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST.
22. Indemnification. You agree to indemnify, defend, and hold Why Unified® harmless from any and all liability, claims, damages, and settlements due to any third party claims or causes of action, (including, without limitation, reasonable attorneys’ fees and court costs) arising out of or relating to Client’s (a) illegal or unauthorized use of the Services, or (b) noncompliance or breach of any of these Terms of Service by you or any third party (authorized, permitted or enabled by Client). This indemnification includes, but is not limited to, any actions, including actions alleging or related to: infringement of any intellectual property (including trademark, patent and copyright actions), defamation, false or misleading advertising, end user personal or financial data, applicable privacy laws, PCI compliance, Client’s order processing, billing, fulfillment, shipment, collection, or actions related or associated with any products or services offered, sold, or licensed through Client’s website. If Client is a Covered Entity under The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), Client waives any claims it may have against Why Unified® arising out of or in connection with HIPAA requirements and agrees to indemnify and hold harmless Why Unified® against any and all Claims that are related to or arise from failure to comply with HIPAA requirements.
23. Non-Solicitation. You agree not to directly or indirectly solicit, hire, recruit, or attempt to solicit, hire, or recruit, any employee of Why Unified® or its subsidiaries, or induce the termination of employment of any Why Unified® employee during the Term and for a period of three (3) years following the termination of this Agreement.
a. Choice of Law: This agreement and its interpretation, and all controversies arising hereunder, shall be governed by the applicable statutory and common law of the state of Delaware without giving effect to conflict of laws principles.
b. Entire Agreement. These Terms of Service together with the applicable Service Agreement constitute the entire agreement between the Parties. All prior agreements, discussions, representations, warranties and covenants are merged herein. Why Unified® limits acceptance of these agreements, and objects to any additional or different terms in the Client’s acceptance.
c. Amendment/No Waiver. We may update and change any part or all of these Terms of Service. If we update or change the Terms of Service, the updated Terms of Service will be posted at http://whyunified.com/terms and we will let you know via email and/or via notification in the Why Unified® Platforms. You will be asked to agree to the updates in the Why Unified® Platforms. If you do not agree with a modification to the Terms of Service, you must notify us in writing within thirty (30) days after receiving notice of modification. If you give us this notice, your subscription will continue to be governed by the terms and conditions of the Terms of Service prior to modification for the remainder of your Initial Term or your current Renewal Term. Upon renewal, the Terms of Service published on our website will apply. Any material amendment to your Service Agreement must be contained in writing and executed by the Parties. The failure by either Party to require performance of any provision shall not constitute a waiver nor affect that Party’s right to require performance at any time thereafter.
d. Electronic Signatures. Each party agrees that electronic signatures have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol, click box or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record.
e. Severability. If any provision of this Agreement or the application thereof is held invalid, illegal, or unenforceable by any court of competent jurisdiction, (a) such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law, and (b) the remaining terms, provisions, covenants, and restrictions of this Agreement will remain in full force and effect.
f. Assignment. Neither Party may assign any part of the Agreement without the prior written consent of the other Party, provided, however, that either Party may freely assign this Agreement in connection with a sale of substantially all of its assets or a change of control of at least 50% of the voting equity interests of the business effective upon written notice to the other Party.
g. No Third-Party Beneficiaries. The parties do not confer any rights or remedies upon any person other than the parties to this Agreement and their respective successors and permitted assigns.
h. Third-Party Sites and Products. Third party sites and products are not under our control and are provided to you only as a convenience. The availability of any third-party website or product does not mean we endorse, support or warranty the 3rd Party site or product. We do not warranty the performance of any third-party product or service. If you are using a WooCommerce website, certain WooCommerce plugins may be required for certain website functionality. You will be required to create your own WooCommerce account to access these plugins for your website, and you may be required to pay WooCommerce an additional fee for certain plugins.
i. HIPAA. If Client is a “covered entity” or a “business associate” thereof, as each term is used under the Health Insurance Portability and Accountability Act of 1996 (as may be amended or replaced, “HIPAA”) or is otherwise subject to any HIPAA-related or similar legal requirement, Client is solely responsible to ensure full compliance therewith. Client is responsible for maintaining the privacy of any persons or their information that may be covered by HIPAA or any related or similar legislation or regulation. Why Unified® makes no claims or warranties regarding compliance with HIPAA.
j. EU/EEA Data Processing. To the extent that we process customer data that is subject to the European Union General Data Protection Regulation (“GDPR”) on your behalf, such processing will be undertaken pursuant to the terms of the Why Unified® Data Processing Agreement (the “DPA”) located at https://whyunified.com/legal/data-processing-agreement/. Please contact your Why Unified® representative to receive a signed version of the DPA. The DPA is hereby incorporated by reference for all accounts whereby we process data subject to the GDPR. You acknowledge that in all cases Why Unified® acts as the data processor of this data and you are the data controller of the data. You are required under the GDPR to obtain and maintain documentation of the applicable legitimate purpose and consent to process any GDPR data shared with Why Unified® under this Agreement.
k. Amazon Third-Party Disclaimer. The Why Unified® Sales Channels utilize services connected to Amazon Seller Central, either through the Why Unified® platform or accessed directly by the Client. By engaging with the Sales Channels associated with Amazon, the Client hereby acknowledges and consents to be bound by the Terms of Service and related agreements governing Amazon Seller Central, which can be accessed and reviewed at the following link: https://sellercentral.amazon.com/help/hub/reference/external/201824360. The Client understands and agrees that Why Unified® cannot be held responsible for any account status, such as whether the account is active, suspended, or terminated, whether as a direct or indirect result of Why Unified®’s Services or any other factors beyond its control. Why Unified® shall not be liable for any damages, losses, or liabilities arising from the Client’s use of Amazon Seller Central or any consequences related to the account status.
l. Walmart Third-Party Disclaimer. The Why Unified® Sales Channels utilize services connected to Amazon Seller Central, either through the Why Unified® platform or accessed directly by the Client. By engaging with the Sales Channels associated with Walmart, the Client hereby acknowledges and consents to be bound by the Terms of Service and related agreements governing Walmart Seller Central, which can be accessed and reviewed at the following link: https://walmart.com/help/article/walmart-com-terms-of-use/3b75080af40340d6bbd596f116fae5a0. The Client understands and agrees that Why Unified® cannot be held responsible for any account status, such as whether the account is active, suspended, or terminated, whether as a direct or indirect result of Why Unified®’s Services or any other factors beyond its control. Why Unified® shall not be liable for any damages, losses, or liabilities arising from the Client’s use of Walmart Seller Central or any consequences related to the account status.
m. eBay Third-Party Disclaimer. The Why Unified® Sales Channels utilize services connected to eBay Sellers, either through the Why Unified® platform or accessed directly by the Client. By engaging with the Sales Channels associated with eBay, the Client hereby acknowledges and consents to be bound by the Terms of Service and related agreements governing eBay Sellers, which can be accessed and reviewed at the following link: https://ebay.com/help/policies/member-behaviour-policies/user-agreement?id=4259. The Client understands and agrees that Why Unified® cannot be held responsible for any account status, such as whether the account is active, suspended, or terminated, whether as a direct or indirect result of Why Unified®’s Services or any other factors beyond its control. Why Unified® shall not be liable for any damages, losses, or liabilities arising from the Client’s use of eBay Sellers Account or any consequences related to the account status.
n. Facebook & Instagam Third-Party Disclaimer. The Why Unified® Sales Channels utilize services connected to Facebook and Instagram, either through the Why Unified® platform or accessed directly by the Client. By engaging with the Sales Channels associated with Facebook or Instagram, the Client hereby acknowledges and consents to be bound by the Terms of Service and related agreements governing Facebook or Instagram, which can be accessed and reviewed at the following link: https://facebook.com/legal/commercial_terms
o. TikTok Third-Party Disclaimer. The Why Unified® Sales Channels utilize services connected to TikTok, either through the Why Unified® platform or accessed directly by the Client. By engaging with the Sales Channels associated with TikTok, the Client hereby acknowledges and consents to be bound by the Terms of Service and related agreements governing TikTok, which can be accessed and reviewed at the following link: https://ads.tiktok.com/i18n/official/policy/advertising-terms
p. Google Ads Third-Party Disclaimer. The Why Unified® Sales Channels utilize services connected to Google Ads, either through the Why Unified® platform or accessed directly by the Client. By engaging with the Sales Channels associated with Google Ads, the Client hereby acknowledges and consents to be bound by the Terms of Service and related agreements governing Google Ads, which can be accessed and reviewed at the following link: https://support.google.com/adspolicy/answer/54818?hl=en
q. Relationship of the Parties. The Parties to the agreement are independent contractors, and no agency, partnership, joint venture, or employee/employer relationship is intended or created.
r. Referrals. Why Unified® may provide incentives to 3rd parties to introduce potential Clients to Why Unified®. From time to time, Why Unified® may receive referral fees, incentives, revenue shares or rebates (the “Incentives”) from 3rd party advertisement providers, payment processors, and/or other 3rd parties based on hitting revenue or advertising spend thresholds or referring potential customers to the 3rd party provider. You acknowledge that you are not entitled to any Incentive or share of any Incentive received by Why Unified®.
s. Survival. The sections labeled Intellectual Property, Confidentiality, Disclaimer of Warranties, Limitations of Liability, Dispute Resolution, and Indemnification are intended to survive the termination, cancellation or expiration of this agreement. Notwithstanding the foregoing, Client remains liable for any amounts due to Why Unified® as of the effective date of termination.
t. Subcontracting. Why Unified® may, without your consent, subcontract to any party the performance of all or any of Why Unified®’s obligations under this Agreement provided that Why Unified® remains primarily liable for the performance of those obligations.
u. Taxes. Sales tax and/or VAT tax may be added to certain products or services in certain states and countries. Sales and VAT taxes are automatically calculated based on Client’s billing address and the product or services on Client’s invoice. Client is responsible for any sales, use or VAT taxes not collected by Why Unified®.
v. Call Recording. You acknowledge that we may record Client phone calls for quality control purposes.
w. CCPA Contract Clauses. If we are processing data for you that is protected by the California Consumer Privacy Act (CCPA) such data will be processed in accordance with our CCPA Contract Clauses located at https://whyunified.com/legal/ccpa-ca/. If you are covered by the CCPA, it is your obligation to inform us of those obligations so that we can provide you with the CCPA Contract Clauses to sign.
x. Trade Name. Why Unified® is a federally registered trademark and registered trade name of Why Unified® Corp, a Delaware corporation.
z. Headings. Section headings are provided for reference purposes only and in no way define, limit, construe, or describe the scope or extent of any section.
aa. Force Majeure. Neither party shall have any liability for any failure or delay (other than for an obligation to pay) resulting from any government action, natural disaster, power failure, or any other condition affecting production or delivery in any manner beyond the reasonable control of such party.
ab. Notices. All notices required by one party hereunder shall be provided in writing to the other Party at the mailing address or email address provided to the other Party from time to time in writing.