User Agreement and Terms of Service

Last Updated June 18, 2019

MarketJoy provides a suite of services (hereafter, “MarketJoy Suite of Services”) to its customers that involves some or all of the following elements depending on customer needs and agreed-upon contract specifics, which may include identifying potential prospects in the customer’s target market(s), building or appending a list of potential prospects, contacting those prospects as a business development agent on behalf of the customer, presenting those prospects with the customer’s value proposition(s), interpreting and, in select cases, encouraging market interest, connecting interested prospects with customer’s business development team members, and/or, in select cases, engaging interested prospects on the customer’s behalf.

The MarketJoy Suite of Services is owned and operated by MarketJoy Inc., a Delaware corporation (hereinafter, “MarketJoy”, “we”, “our”, and/or “us”). Each customer’s (hereinafter, “customer”, “you”, and/or “your”) use of any or all of the MarketJoy Suite of Services is subject to the terms and conditions set forth in this User Agreement and Terms of Service (these “Terms of Service”), the entirety of which are incorporated by reference into the purchased plan (Boost, Launch, Growth, Pro, etc.) accessed via the web link (the “Order”). These Terms of Service and the Order shall be designated herein as the “Agreement”. The Agreement shall be deemed the final and integrated agreement between you and us on the matters contained therein.

PLEASE READ THESE TERMS OF SERVICE AND THE ORDER CAREFULLY. BY ACCESSING OR USING ANY PART OF THE MARKETJOY SUITE OF SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND TO ALL THE TERMS, CONDITIONS, AND PROVISIONS OF THESE TERMS OF SERVICE AND OF THE ORDER. IF YOU DO NOT AGREE TO ALL OR ANY PORTION OF THESE TERMS OF SERVICE OR THE ORDER, EXIT THIS PAGE AND DO NOT ACCESS OR USE THE MARKETJOY SUITE OF SERVICES. USE OF ALL OR ANY PART OF THE MARKETJOY SUITE OF SERVICES IS EXPRESSLY CONDITIONED UPON YOUR ACCEPTANCE OF THESE TERMS OF SERVICE, THE ORDER, AND HENCE, THE AGREEMENT.

  1. MarketJoy agrees to perform those services identified on the Order (the “MarketJoy Services”, and/or “Services”). All of the MarketJoy Services shall be provided in a timely and professional manner.

 

  1. The term of this Agreement shall commence on the Effective Date (defined below) and shall continue until notification of cancellation by either party, MarketJoy or you.

 

  1. Effective Date. The effective date of this Agreement (the “Effective Date”) is the date of first payment received by MarketJoy from the Customer in connection with the Order.

 

  1. Pricing for the MarketJoy Services is based on the type of plan to which you have subscribed that is specified in the Order. The price charged for the MarketJoy Services shall be set forth in the Order. Unless otherwise stated, all prices are listed in United States dollars. All prices, discounts, coupons, and promotions posted anywhere on MarketJoy’s website at [https://marketjoy.com/] (including any subpages) (the “Site”) are subject to change without notice; provided that any price changes shall only apply to orders placed after such changes. Furthermore, MarketJoy may refuse to honor any discounts, coupons, and promotions for any reason including, but not limited to, fraud, mistake on the part of our publication of information, or any other reason.

If we change the price of the applicable plan to which you have subscribed, you shall be responsible for paying the new pricing upon the next applicable renewal of this Agreement (if any). Although you may terminate your use of the MarketJoy Service at any time pursuant to Section 5 hereof, there shall be no credits, refunds, rebates, abatements, pro-rations, or forgiveness for any amounts owing pursuant to the Order for the remainder of the Term.

We may offer refunds on a case-by-case basis, in our sole discretion. To request a refund or cancellation, you must please e-mail [billing@marketjoy.com].

All payments shall be collected via credit card through our applicable third party payment provider. Where a credit card is declined for any reason (including but not limited to expiration, insufficient credit, or precautionary anti-fraud measures), MarketJoy reserves the right to delete your account data and terminate access to the MarketJoy Service without notice. Without prejudice to any of MarketJoy’s rights under this section, MarketJoy may choose to first contact you and give you an opportunity to correct the failed payment issue prior to engaging in such a deletion.

  1. You may terminate your use of the MarketJoy Service at any time by providing written notice of such cancellation to MarketJoy via e-mail to [success@marketjoy.com] with the subject line: “TERMINATION OF SERVICE”; provided that your termination of the MarketJoy Service shall not terminate the Term or this Agreement. You agree that MarketJoy may terminate or suspend your access to all or part of the MarketJoy Service, with or without notice, at our reasonable discretion. MarketJoy reserves the right to modify or discontinue the MarketJoy Service (or any part thereof) with or without notice. Following the termination or cancellation of your subscription to the MarketJoy Service and/or your account, we reserve the right to delete all your data in the normal course of operation.

 

  1. Your Use of MarketJoy Service. You may be required to establish an account in order to use the MarketJoy Service and/or take advantage of certain features thereof. If so, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the MarketJoy Service; and (b) as permitted, maintain and promptly update such information. If you provide any information that is false, inaccurate or outdated, or MarketJoy has reasonable grounds to suspect that such information is false, inaccurate or outdated, MarketJoy has the right to suspend or terminate your account and prohibit any and all current or future use of the MarketJoy Service by you.

 

You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your account. Your account is meant to be private and you shall not share accounts for any reason. You agree to immediately notify us of any unauthorized use of your password or account or any other breach of security. You agree to be responsible for all charges resulting from the use of your account via the MarketJoy Service, including charges resulting from unauthorized use of your account.

 

You are responsible for receiving and transmitting our communications to you to the applicable person at your organization. In furtherance of, and without limiting, your obligations under Section 8 hereof, you are also responsible for providing any data on opt-outs you receive from your customer base via the MarketJoy Service.

 

You agree to use the MarketJoy Service only for lawful purposes and that you are responsible for your use of and communications and content you may post via the MarketJoy Service. You agree not to post or transmit any unlawful, infringing, threatening, harassing, defamatory, vulgar, obscene, profane, indecent, offensive, hateful or otherwise objectionable material of any kind, including any material that encourages criminal conduct or conduct that would give rise to civil liability, infringes upon others’ intellectual property rights, impersonates any individual or entity, or otherwise violates any applicable law. You agree not to use the MarketJoy Service in any manner that interferes with its normal operation or with any other user’s use of the MarketJoy Service.

 

You may not do any of the following while accessing or using the MarketJoy Service: (i) access, tamper with, or use non-public areas of the MarketJoy Service, our computer systems, or the technical delivery systems of our providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the MarketJoy Service by any means other than through our currently available, published interfaces that are provided by us, unless you have been specifically allowed to do so in a separate agreement with us; (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the MarketJoy Service to send altered, deceptive or false source-identifying information; or (v) interfere with, or disrupt, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the MarketJoy Service, or otherwise creating an undue burden on the MarketJoy Service.

 

You may not use manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the MarketJoy Service. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code or object code of any part of the MarketJoy Service.

 

You further agree that you will not access the MarketJoy Service by any means except through the interface provided by MarketJoy for access to the MarketJoy Service. Creating or maintaining any link from another application to any page at the MarketJoy Service without the prior authorization of MarketJoy is prohibited. Running or displaying the MarketJoy Service, or any information or material displayed via the MarketJoy Service in frames or through similar means on another website or application without the prior authorization of MarketJoy is prohibited. Any permitted links to the MarketJoy Service must comply with all applicable laws, rule and regulations.

 

MarketJoy makes no representation that Materials contained, described or offered via the MarketJoy Service are accurate, appropriate or available for use in jurisdictions outside the United States, or that these Terms of Service comply with the laws of any other country. Customers who use the MarketJoy Service and reside outside the United States do so on their own initiative and are responsible for compliance with all applicable law. You agree that you will not access the MarketJoy Service from any territory where its contents are illegal, and that you, and not the MarketJoy Parties, are responsible for compliance with applicable law.

 

  1. Updates to Terms of Service. We may, in our sole, unilateral discretion, amend, modify, update, revise, and/or change at any time and from time to time these Terms of Service by notifying you via email or by posting notice of such amendment, modification, update, revision, and/or change on any part of the MarketJoy Service, including without limitation on the Site. The “Last Updated” date at the top these Terms of Service indicates when the latest amendment, modification, update, revision, and/or change was made to these Terms of Service, and any amendment, modification, update, revision, and/or change to these Terms of Service will be in effect as of that “Last Updated Date”. By continuing to access and use the MarketJoy Service, you accept and agree to any such amendment, modification, update, revision, and/or change. Therefore, you are responsible for reviewing and should become familiar with each such amendment, modification, update, revision, and/or change. We recommend that you review these Terms of Service prior to each use of the MarketJoy Service. In addition, when using particular services or features on the MarketJoy Service, you will be subject to any posted guidelines or policies applicable to such services or features that may be posted from time to time in the terms and/or individual plan sections of the Site, including but not limited to the Privacy Policy as noted below. All such guidelines or policies are hereby incorporated by reference into these Terms of Service.

 

  1. Notice of Non-Contact or Opt-Out. You acknowledge and agree that prior to MarketJoy undertaking to perform any portion of the MarketJoy Service, you shall provide to MarketJoy: (a) a list of all persons or entities that have requested (whether in writing or verbally) not to be contacted by you or that have opted-out of receiving your services (whether via telephone, facsimile, text message, e-mail, or other form of solicitation); and (b) a statement signed by an authorized representative of Customer verifying that the foregoing list is accurate and complete.

 

  1. You agree that you shall indemnify, defend and hold harmless the MarketJoy Parties against all claims, demands, causes of action, losses, expenses, damages, and costs (including any reasonable attorneys’ fees), resulting or arising from or relating to: (a) your use or employment of the MarketJoy Service; (b) any activity related to your MarketJoy account by you or any other person permitted by you; (c) any Content (as defined herein) that you submit to, post on, or transmit through the MarketJoy Service; (d) your breach, violation, or infringement of these Terms of Service or any provision of the Agreement; (e) your breach, violation, or infringement of any rights of another person or entity; (f) any complaint, breach, violation, or infringement of any law, rule, or regulation that is caused by or results from, directly or indirectly, in whole or in part, your failure to comply with Sections 6 and 8 of these Terms of Service, including, without limitation, any complaint, breach, violation, or infringement of the Telemarketing Consumer Fraud and Abuse Prevention Act, the Telemarketing Sales Rule (and any violations of the National Do-Not-Call Registry), any state do-not-call registry, the Telephone Consumer Protection Act, and the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (as each may be amended); and/or (g) termination of your access to the MarketJoy Service prior to the expiration of the Term. For clarification purposes only, any damage suffered by MarketJoy that results from MarketJoy’s contact pursuant to this Agreement with any person or entity that has requested not to be contacted by you shall constitute an indemnifiable damage under this Section 9. We shall have the right to assume, at our sole expense, to control exclusively the defense and settlement any such claim or action, as well as all negotiations for settlement or compromise, and you agree to fully cooperate with us, at your sole expense, in the defense and settlement of any such claim, action, settlement or compromise negotiations, as requested by us.

 

  1. Resolving Disputes, Applicable Law and Jurisdiction. Your use of the MarketJoy Service is governed by and will be enforced under the substantive and procedural laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).

 

YOU AND MARKETJOY ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

 

ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

 

The arbitration will be administered by the American Arbitration Association (“AAA“) in accordance with the Consumer Arbitration Rules (the “AAA Rules“) then in effect, except as modified by this Section 10. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section. You agree that printed copies of any and all agreements and/or notices in electronic form are admissible in any arbitration proceedings.

 

The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.

 

Notwithstanding the foregoing, you may elect to pursue your claim in small-claims court rather than arbitration if you provide us within sixty (60) days of the Effective Date with written notice of your intention do so in the event of such claim. The arbitration or small-claims court proceeding will be limited solely to your individual dispute or controversy.

 

You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR MARKETJOY WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. 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. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

 

Each party shall assume its own costs of arbitration.

 

If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.

 

  1. Privacy Policy. Use of the MarketJoy Service is subject to the terms of our Privacy Policy found at [https://marketjoy.com/privacy-policy/], which is hereby incorporated into and made part of these Terms of Service. Please carefully review our Privacy Policy. By using or accessing the MarketJoy Service, you agree to be bound by the terms of our Privacy Policy.

 

  1. Disclaimer of Warranties; Limitation of Liability; Limitation of Actions. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW:

 

(A) YOUR USE OF THE MARKETJOY SERVICE IS AT YOUR SOLE RISK. ALL OF THE MARKETJOY SERVICES AND THE ASSOCIATED MATERIALS AND CONTENT ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS OF SERVICE, MARKETJOY, ITS PARENTS, SUBSIDIARIES, AND OTHER AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, AGENTS AND OTHER REPRESENTATIVES (COLLECTIVELY, THE “MARKETJOY PARTIES”), EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE MARKETJOY PARTIES MAKE NO WARRANTY THAT: (I) THE MARKETJOY SERVICE WILL MEET YOUR REQUIREMENTS; (II) THE MARKETJOY SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) INFORMATION THAT MAY BE OBTAINED VIA THE MARKETJOY SERVICE WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY AND ALL PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL, INCLUDING ALL MERCHANDISE, GOODS AND SERVICES, OBTAINED OR PURCHASED BY YOU DIRECTLY OR INDIRECTLY THROUGH THE MARKETJOY SERVICE WILL MEET YOUR EXPECTATIONS OR NEEDS; AND (V) ANY ERRORS IN THE MARKETJOY SERVICE WILL BE CORRECTED.

 

THE MARKETJOY PARTIES SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THE USE OF OR INABILITY TO USE THE MARKETJOY SERVICE, INCLUDING ANY LIABILITY: (I) AS A PUBLISHER OF INFORMATION; (II) FOR ANY INCORRECT OR INACCURATE INFORMATION OR ANY ‘BUG’ OF THE MARKETJOY SERVICE; (III) FOR ANY UNAUTHORIZED ACCESS TO OR DISCLOSURE OF YOUR TRANSMISSIONS OR DATA; (IV) FOR STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR VIA THE MARKETJOY SERVICE; (V) FOR ANY DISPUTES BETWEEN USERS OF THE MARKETJOY SERVICE OR BETWEEN A USER OF THE MARKETJOY SERVICE AND A THIRD PARTY; OR (VI) FOR ANY OTHER MATTER RELATING TO THE MARKETJOY SERVICE OR ANY THIRD PARTY. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF AN INDIVIDUAL ADVISES THE MARKETJOY PARTIES OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE FORESEEABLE. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MARKETJOY AND YOU. THE PRODUCTS, INFORMATION AND SERVICES OFFERED ON AND THROUGH THE MARKETJOY SERVICE WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS.

NOTWITHSTANDING THE FOREGOING, THE SOLE AND ENTIRE MAXIMUM LIABILITY OF THE MARKETJOY PARTIES FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE OR CLAIM WHATSOEVER, SHALL BE LIMITED TO THE CHARGES PAID BY YOU DIRECTLY TO MARKETJOY VIA THE MARKETJOY SERVICE FOR SERVICES PROVIDED SOLELY AND DIRECTLY BY MARKETJOY TO YOU IN THE SIX MONTHS PRIOR TO SUCH CAUSE OR CLAIM.

 

If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

 

No claim or action, regardless of form, arising out of the Agreement or the MarketJoy Services provided pursuant thereto may be commenced more than one (1) year after the occurrence of the event or circumstance giving rise to such claim or cause of action, except an action for nonpayment. You shall reimburse MarketJoy for any reasonable attorneys’ fees and other legal expenses incurred in enforcing or defending MarketJoy’s rights under the Agreement.

 

  1. All Content is the sole responsibility of the person who originated such content. You acknowledge that all Content transmitted or accessed by you using the MarketJoy Service is at your own risk and you will be solely responsible and liable for any claim, cause of action, expense, damage or loss to you or any other party resulting therefrom. You remain solely responsible for all Content that you transmit in connection with the MarketJoy Service, and you warrant that you possess all rights necessary to provide such Content. MarketJoy does not screen the authenticity or quality of any Content or any provider of Content, including without limitation any data, products or services found through the MarketJoy Service. We reserve the right to remove from any portion of the MarketJoy Service any objectionable Content in our sole discretion. You understand that by providing Content publicly in connection with the MarketJoy Service, you hereby grant us a non-exclusive, worldwide, royalty free, perpetual, irrevocable, sublicensable and transferable right to fully exploit such Content (including all related intellectual property rights) in connection with our business. For purposes of the Agreement, the term “Content” includes, without limitation, any information, text, reviews, videos, audio clips, comments, information, data, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible through the MarketJoy Service.

 

  1. MarketJoy acknowledges that it will be necessary for you to disclose certain confidential and proprietary information (as defined herein) to MarketJoy in order for MarketJoy to perform duties under the Agreement. MarketJoy acknowledges that disclosure to a third party or misuse of this proprietary or confidential information would irreparably harm Customer. Accordingly, MarketJoy will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of Customer without Customer’s prior written permission except to the extent necessary to perform services on Customer’s behalf hereunder. Proprietary or confidential information includes: (a) the written, printed, graphic, or electronically recorded materials furnished by Customer for MarketJoy to use in connection with the MarketJoy Service that Customer notifies in writing to MarketJoy is to be afforded confidential treatment; (b) any written or tangible information stamped “confidential,” “proprietary,” or with a similar legend, or any information that Customer makes reasonable efforts to maintain the secrecy of that Customer notifies in writing to MarketJoy is to be afforded confidential treatment; (c) business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries, and improvements of any kind, sales projections, and pricing information of Customer that Customer notifies in writing to MarketJoy is to be afforded confidential treatment; (d) information belonging to customers and suppliers of Customer about whom MarketJoy gained knowledge as a result of MarketJoy’s provision of the MarketJoy Service hereunder.

 

  1. Proprietary Information / Intellectual Property. You acknowledge that all materials on the Site, including the graphics, text, sounds, pictures, and other files and the selection and arrangement thereof (collectively, “Materials”) are the property of MarketJoy and/or its licensors, and are subject to and protected by United States and international copyright and other intellectual property laws and rights. All rights to Materials not expressly granted in these Terms of Service are reserved to their respective copyright owners. MarketJoy authorizes you to view, download and/or print the Materials only for personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices contained in the original Materials. Except as expressly authorized by these Terms of Service, you may not copy, reproduce, distribute, republish, download, perform, display, post, transmit, scrape, copy, exploit, create derivative works or otherwise use any of the Materials in any form or by any means, without the prior written authorization of MarketJoy or the respective copyright owner. In an absence of a written agreement, you may not modify or adapt the Materials in any way or otherwise use them for any public or commercial purposes. The trademarks, service marks, trade names, trade dress and logos (collectively, “Marks”) contained or described at the MarketJoy Service are the sole property of MarketJoy and/or its licensors and may not be copied, altered or otherwise used, in whole or in part, without the prior written authorization of MarketJoy and/or its licensors. MarketJoy reserves the right to enforce its intellectual property rights to the fullest extent of the law. For the avoidance of doubt, your use of the MarketJoy Service is solely and exclusively under the limited license granted herein and you will not obtain any ownership interest therein through these Terms of Service or otherwise. All trademarks, service marks, trade names, domain names, slogans, logos, and other indicia of origin that appear on or in connection with any aspect of the MarketJoy Service are either the property of MarketJoy, its affiliates or licensors. MarketJoy retains the right to rescind and terminate the limited license granted hereunder at any point, for any reason. All rights not expressly granted herein by MarketJoy to you are fully reserved by MarketJoy, its advertisers and licensors. Some of the company and product names, logos, brands, and other trademarks featured or referred to within the MarketJoy Service may not be owned by us and are the property of their respective trademark holders. These trademark holders are not affiliated with, nor do they sponsor or endorse, MarketJoy Inc., the MarketJoy Service, our website, products and/or services.

 

  1. Nothing in the Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between MarketJoy and Customer. MarketJoy is an independent contractor of Customer pursuant to the Agreement. Neither MarketJoy nor Customer has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other or to bind the other to any contract, agreement, or undertaking with any third party. MarketJoy is not a party to any transaction between you and any provider of products or services via the MarketJoy Service. Any dispute shall be resolved between yourself and the provider of such products or services.

 

  1. Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted or breached the Agreement, for any failure or delay in our performance under the Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials, or telecommunication breakdown or power outage.

 

  1. Entire Agreement. The Order and these Terms of Service, including all terms, provisions, and documents incorporated by reference herein, which collectively constitute the Agreement, represent the entire agreement between the parties hereto and supersedes all prior and contemporaneous written or oral agreements and all other communications between the parties relating to the MarketJoy Service to be rendered hereunder. Except as set forth in Sections 4 and 7 herein, any additions, deletions or modifications to the Agreement shall not be binding on either party unless accepted and approved in writing by duly authorized representatives of both parties. In the event of any contradictory provisions between the Order, these Terms of Service, any terms, provisions, and documents incorporated by reference herein, or any other documents issued by the Customer in connection herewith, the terms set forth in these Terms of Service shall prevail.

 

  1. Waiver; Assignment. The failure of the MarketJoy Parties to insist upon strict adherence to any term of the Agreement shall not constitute a waiver of such term and shall not be considered a waiver or limit that person’s or entity’s right thereafter to insist upon strict adherence to that term or any other term contained in the Agreement. You may not assign your obligations or rights hereunder to another entity or individual. We may transfer, assign or delegate the Agreement and any of our rights or obligations hereunder without your consent and without notice.

 

  1. Severability. If any term or provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

 

  1. Customer Service. If you have any comments or questions regarding these Terms of Service or the remainder of the Agreement or wish to report any violation of these Terms of Service or the Agreement, you may contact us at [success@marketjoy.com].