Last Updated: Jan 08, 2024

Introduction:

These terms and conditions (Service Terms) dictate how you use our services to market and/or sell your products or services (the Products) through the company’s marketing path. To use the service or any of our services (our services), you must create a valid customer account. We may modify our services from time to time.

Terms used in these Service Terms:

The defined terms or those written in bold have the meanings given to them in these Service Terms. The term “customer” refers either to you as an individual if you are using the services on your own behalf, or the company you represent (if you are registered or using a service as (part of) a company or any of its affiliates (individually or collectively as the context requires)) and choose to create a customer account and/or register for the service. The customer agrees to abide by and comply with these Service Terms. In these Service Terms, the words “company,” “we,” “our,” and “ours,” as applicable, refer to the contracting company party (as defined below) or any of its affiliates. The term “affiliate” in relation to any entity, means any other entity or person that directly or indirectly controls, is controlled by, or is under common control with that entity. The term “person” means any individual, corporation, partnership, limited liability company, governmental body, association, joint venture, division, or other cognizable entity, whether or not having distinct legal existence.

Creating a Customer Account:

As per the instructions provided in the service, you must create a customer account to benefit from our services. If you are an individual, you must be a resident of the United States Of America. In the case of companies, the company must be capable of conducting business in of the United States Of America according to the laws in force within the country. We may assist you in creating an account after receiving the necessary information from you. You must familiarize yourself with all the Service Terms. You must not register under a pseudonym and/or impersonate another customer’s login credentials or password(s), as this fraudulent behavior violates the applicable laws and regulations (the applicable laws) in the state. You agree to provide us with all relevant information as long as your account is active. When registering your customer account, you must provide the valid and original documentary evidence we determine (according to the laws in force in the country) as we request through the service or your customer account.

Passwords:

If you choose or are provided with a username, password, or any other information as part of our security procedures, you must treat such information with complete confidentiality. You alone are responsible for maintaining the security of your password. You may not disclose your password to others (except other parties authorized by you to use your account according to these Service Terms), and you alone are responsible for any use or action taken under your password. If your password is compromised, you must change it immediately. We reserve the right to disable any identification name or password, whether chosen by you or allocated by us, at any time if, in our reasonable opinion, you have failed to comply with any of the Service Terms.

Specific Policies:

By creating a valid customer account, you agree at the time of account creation or registration to comply with and be bound by these Service Terms.

Contracting Company Party:

Within of the United States Of America: The contracting company party is: Morellis, a limited liability company established under the laws of the of the United States Of America with commercial registration number 395981 and its registered office at 246 E Bridge St Apt 1, Westbrook, ME 04092, USA

Our Marketing Services:

According to these Service Terms, we provide you with an internet and mobile phone marketing path where we display your products (which you choose and we approve) to customers through our funded marketing campaigns. The customer acknowledges that the company does not own the products or any stock of them at any stage by virtue of providing our services according to these Service Terms. The products are owned by the customer until the successful completion of delivery to the customer or their return to the customer.

Customer’s Duties:

You may only benefit from the path for legitimate and legal purposes. You must comply with all laws in force in the of the United States Of America. You must ensure your products comply with the images placed on the path and the information provided to us, and you must avoid providing any misleading information about your products or any trademark on the path. In case of your violation of these Service Terms, you must bear responsibility towards us according to these Service Terms.

Our Policies:

The Service Terms apply to all activities or transactions that occur on or through the path. In case the customer or a third-party trademark owner notifies the company, or through one of the courts or an administrative or government order, that the products or any part thereof infringe intellectual

Fees and Payments:

Except as otherwise stated, the monthly cost of the service is $1,000 within the United States of America, payable in advance, plus a 10% fee on the total amount spent on promotional activities after the completion of the preparation and optimization period specified in these Service Terms. The customer is responsible for paying all costs incurred by the company in dealing with external parties (companies or individuals) on behalf of the customer to obtain any additional services. Except as otherwise provided, all amounts mentioned in these Service Terms will be in the currency specified in the service or referred to in the customer’s account. All payments mentioned in these Service Terms will be made in the currency specified in the service or referred to in the customer’s account. The fees payable by the customer under these Service Terms do not include applicable taxes and charges, including but not limited to, value-added tax, sales tax, and other similar transaction taxes, production, and gross revenue taxes (“Indirect Taxes”). If the fees payable by the customer are subject to Indirect Taxes, then the company will calculate these taxes in addition to the fees payable under the agreement. The customer must provide the company with information as reasonably required to determine whether the company is obligated to collect Indirect Taxes from the customer or to enable the company to comply with its legal obligations regarding the correct collection and enforcement of Indirect Taxes. Notwithstanding any other provision in these Service Terms and without prejudice to the company’s other rights and remedies, the customer shall indemnify the company against all losses (including any direct or indirect losses and/or those involving any investigation costs, fees, or professional expenses) incurred or sustained if (a) the customer’s product is found to be counterfeit, refurbished, or not original; or (b) any other type of fraudulent actions will be compensated by the customer.

Preparation and Optimization Period:

The service requires a preparation period estimated at (30) days from the date of agreement on the service and payment of the due fees, divided as follows: (10) days for gathering the required data from the customer, during which the customer enters the data on the company’s website using their customer account, (1) day for review and verification of all required data, (5) days for data analysis and preparation of the marketing strategy for the path, (14) days for preparing the path requirements according to the specified plan. After the completion of the preparation period, comes the optimization period, during which the company works on implementing the marketing strategy for the path over two full months, during which the customer is committed to paying marketing expenses of $1,000 in advance for each month, in addition to the agreed service fees.

Service Guarantees and Refunds:

The company guarantees a full refund of the service fees for the specified preparation and optimization period in these Service Terms, if the company fails to reduce the acquisition cost by half compared to the same cost for a period equivalent to the preparation and optimization period immediately preceding it. Provided that (1) the customer provides all evidence requested by the company to verify the marketing cost under comparison, (1) the customer complies with paying all fees specified in their due date without delay, (2) the customer completes the full preparation and optimization period without interruption. The refundable fees are limited to the monthly subscription value only and do not include any amounts or costs incurred by the customer for obtaining additional services either from the company or external parties known to the company or the customer.

Customer’s Warranties and Representations:

The customer acknowledges and warrants that (1) if a company, it is duly established and in good standing under the laws of the United States Of America, and that it is registering to obtain our services provided under these Service Terms; (2) the customer has all necessary power and authority to enter into these Service Terms, to carry out its obligations, and to grant the rights and licenses and authorizations in these Service Terms; (3) the customer has the authority, licenses, permits, authorizations, proprietary rights, approvals, and consents for the products and can sell and promote the products in the geographic region where they are sold through the service; (4) the customer’s products comply with applicable quality and safety standards; (5) the customer is solely responsible for any products ordered through the service and is also responsible for any breach of any contracts with third parties; (6) the customer’s ordering and selling of products through the service does not violate any applicable laws in the United States Of America or the rights of third parties; (7) all products including materials supplied to the company are original and free of defects; (8) the customer will not engage in unfair trade practices and/or provide any inaccurate or misleading information about the products through the service.

Intellectual Property:

The company is granted and licensed by you to use, copy, distribute, modify, and disclose to third parties any content, trademarks, materials, or product images you send for use on the path (and the customer warrants that they have the right to grant such license). This license granted to us by you will be royalty-free, non-exclusive, worldwide, perpetual, irrevocable, and a license for us to use, copy, perform, display, distribute, adapt, modify, reformat, create derivative works from, and otherwise exploit any and all of the customer’s materials in any commercial or non-commercial manner whatsoever, and to sublicense these rights to any of the company’s affiliates, provided that we are committed not to change any of the customer’s trademarks from the form provided by the customer (except as necessary to modify the size of the trademarks as required for display as long as the relative parts of these trademarks remain unchanged), and we must comply with requests to remove certain uses in the customer’s trademarks (provided that you are unable to do so using the feature available to you on the path or through our services (if applicable)). Nothing in these Service Terms shall prevent or limit the company’s right to use the customer’s materials without your permission to the extent that such use is permitted without the need for a license from the customer or its affiliates under applicable law. Accordingly, we do not grant you a license except to the extent necessary in the narrowest limits to use our services that we have agreed to provide you. The term “Materials” means all technologies, trademarks, approvals, product data, data, materials, and other items or information provided or made available by you or your affiliates to the company or its affiliates.

Changes, Updates, and Upgrades:

The company reserves the right to change these Service Terms at any time at its sole discretion. Any changes become effective immediately upon the first occurrence of the following: posting the amendments on the company’s website and/or sending the notification to you (including via email or through your customer account) without sending any other notice to you. You are responsible for reviewing any applicable changes. Your continued use of the site (as evidenced by your access to your customer account) and our services following the posting of any changes, notifications, and/or request to click to agree to continue, constitutes your acceptance of those changes. If you do not accept any of these changes to the Service Terms, you should not continue to use the service or our services. The customer agrees that any terms of business issued or sent by the customer to the company have no legal effect or validity. While the company tries and strives to maintain the integrity and security of the path, we do not guarantee the continuous operation of the service or access to it. The customer acknowledges that the company may from time to time upgrade the features existing on the path and some aspects of our services offered by the customer to its customers in general. To enable the customer to benefit from such an upgrade, the company may make changes to the delivery of any of our services and also the procedures through which the customer obtains any of our services. The company may also from time to time change any of our services as necessary to comply with any changes in the laws in force in of the United States Of America

Company Commitment:

The path and any of our services provided through it or any of the features used or based on it, including all content, software, functions, materials, and information available concerning or provided in connection with our services, are provided “as is”. Each entity of the company or any person is individually responsible for its obligations under these terms of service and are not collectively responsible for the obligations of any other entity or person affiliated with the company under these terms of service. As a user of the site, the customer uses the service and our services provided to the customer at their own risk. To the maximum extent permitted by law, the company and its affiliates disclaim responsibility for the following: (1) implied warranties that arise during dealing or performance or use of this type of marketing; and (2) any commitment, responsibility, right, or claim or means of compensation for damage, whether resulting from our negligence or not. The company does not guarantee that the features available on the service and in our services will meet the customer’s requirements or that they will be available, present at the right time, secure, uninterrupted, or error-free, and the company will not be responsible for any service interruption including but not limited to system failures or other interruptions that may affect the receipt, processing, acceptance, completion, or settlement of any transactions. The company also does not engage in any transactions between customers or otherwise in dealings and in the event of a dispute between one or more of the participants, each participant releases the company and its affiliates (and their agents and employees) from any claims, requests, and compensations (actual or consequential) of any kind or nature, whether known or unknown, whether in doubt or not, and whether disclosed or undisclosed, arising from or in any way related to those disputes. Our liability arising from or in connection with these terms of service or the transactions stipulated therein, whether contractually, by warranty, or damage (including negligence, product liability, or other theories) towards the customer or any other person for any cost to cover or recover or compensate for any investment made by the customer or any of its affiliates in connection with these terms of service, or for any loss of profit or revenue or business or data or punitive or consequential damages arising from or related to these terms of service, even if the company or its affiliates were notified of the possibility of such costs or damages, shall not exceed in total an amount equal to the amounts paid to the customer over the previous six months in connection with the specific service that was the cause of the claim preceding directly the event that was the basis for the arising of that liability.

Customer Disclaimer and Indemnification:

The customer releases the company and agrees to indemnify and protect it and its affiliates and their officials, directors, employees, representatives, and agents against any claim or loss or damage or settlement or cost or expenses or other liabilities (including without limitation attorney fees) (each referred to as a “claim”) arising from or in connection with the following: (a) the actual or alleged breach by the customer of any of the obligations contained in these terms of service; (b) any other means of the customer through which the customer or its affiliates expose or offer products or services other than the service; (c) your products (including their display, sale, performance, and execution of their orders); (d) your materials; (e) any actual or alleged breach of any intellectual property rights by any of the above, and any personal injury or death or damage to property related to it; (f) any undertaking from a third party or management or otherwise participation in the offer or sale or performance or execution of orders of your products, including any of your employees or representatives or agents or contractors or subcontractors (including any act or omission by any of them or any claim presented or directed by any of them); or (g) taxes imposed on or payable by the customer for the sale and/or supply of products. The customer uses a legal advisor reasonably accepted by the company to defend in every claim for which compensation is made, and if the company reasonably considers at any time that any claim for which compensation is made may negatively affect the company, then we may obtain the right to manage the defense in that matter. You may not agree to any judgment or enter into any settlement for any claim without obtaining prior written consent, which may not be unreasonably withheld. We also reserve the right to exercise our rights under this clause by withholding funds otherwise due to the customer under the terms of service stated here.

Mitigation of Losses:

Except in the case of any claim or lawsuit related to non-payment of fees, each party must take all reasonable steps to mitigate the losses and damages incurred as a result of any claim or lawsuit (whether due to negligence, breach of contract, or making incorrect statements, under any compensation or otherwise) brought against the other party.

Confidentiality:

Throughout your use of our services, you may receive information related to us or our services (including company transaction information) that does not appear to the public (“Confidential Information”). You also agree to the following: (a) all confidential information remains exclusively owned by the company; (b) you have the right to use confidential information only to the extent necessary for your participation in our services; (c) otherwise, you may not disclose confidential information to any other person or third party; and (d) you must take all reasonable measures to protect confidential information from any use or disclosure not explicitly authorized in these terms of service. You may not issue any press release or make any public statement related to our services or use our name and trademarks or logo in any way (including in promotional materials) without obtaining prior written permission, and you may not misrepresent or exaggerate the existing relationship between us in any way.

Disclosure of Information:

The company reserves the right to report any activity if it suspects that it violates any applicable laws, to the relevant law enforcement officials or regulatory bodies or others. To cooperate with government requests to protect the company and its customers or to ensure the integrity of the company’s operations and systems, the company may access and disclose any information it deems necessary or appropriate, including but not limited to customer account data, their contact data, internet protocol address, data traffic information, usage history, and published content. Both the company and the customer must protect customer data according to their policies and the laws in force in the United States Of America

Use of Company Transaction Information:

You must refrain from and instruct your affiliates to refrain from the following, directly or indirectly: (a) disclosing any information related to company transactions (except for the necessary amount of information that you can disclose only to fulfill your obligations under these terms of service, provided that you are sure that each recipient of this information will use it only for the purpose that is consistent with the restrictions imposed on you regarding that information); (b) using any information related to company transactions for any marketing or promotional purposes whatsoever, or otherwise in any way that does not comply with our privacy policies or yours or the applicable law in any of the selected countries; (c) contacting a person who has ordered your product in order to collect any amounts related to that product or to influence that person to conduct an alternative transaction; (d) disparaging us or any of our affiliates or any of the related products or services that we offer or any customer; or (e) conducting targeted communications of any kind on the basis that the concerned recipient is one of the service users. In addition, you may only use the tools and means we define to communicate with users of our site regarding the transactions you execute through it, including for the purposes of scheduling or contacting or canceling the execution of products. The terms set forth in this paragraph do not prevent you from using other data that you obtain without referring to the company’s transaction information for any purpose, even if that information is similar to the company’s transaction information, provided that you do not target communications on the basis that the recipient concerned is one of the service users. Company transaction information generally means order information and any other data or information that you or your affiliates obtain from the company or its affiliates, or otherwise as a result of these terms of service or the transactions stipulated in this agreement or the performance of the parties under these terms of service.

Duration and Termination:

These terms of service begin from the date of creating your account and continue unless and until terminated by us or you. The company may terminate the terms of service set forth herein (in whole or in part) at any time at its sole discretion, however, the company will try to give a fifteen-day notice to the customers. Upon termination, access to the customer’s account is not possible (in general. However, any termination of the terms of service set forth herein (regardless of its cause) will not: (1) affect any rights or obligations due to either party; (2) affect the commencement or duration of any provision of these terms of service that was supposed to come into effect or continue in effect explicitly or implicitly at or after termination; or (3) require recourse to the court or the issuance of a judicial order. Appropriately, the customer must immediately return to the company all property (including without limitation confidential information and all materials related to any customers) that he received from the company in connection with the fulfillment of his obligations.

Service Suspension:

The company may suspend the execution of our services or the possibility of accessing the customer’s account (in general) without incurring any liability on its part if a personal, financial, or legal risk, actual or potential, is identified to the customer (including the following cases: (1) in the event of the customer’s violation of these terms of service or any of our policies; (2) in the event of the customer’s failure to reasonably cooperate with any investigation conducted by the company; (3) when the company reasonably believes that continuing to provide any of our services would expose the customer or the company or any of their affiliates or customers to a material security risk or regulatory action; (4) if the customer’s performance fails to meet the reasonable expectations set by the company.

Force Majeure:

We shall not be liable for any delay or failure to perform any of our obligations under these terms of service in the event of reasons or events or other matters beyond our reasonable control.

Governing Law:

These terms of service shall be governed by and construed in accordance with US Arbitration Law.

Disputes:

Any dispute, claim, or controversy arising out of or relating to these terms of service (including a dispute, claim, or controversy relating to any non-contractual obligations arising out of or relating to these terms of service) shall be referred to the competent officials of both parties to reach a resolution. If a resolution is not reached within twenty-one days after being referred to the parties’ officials, the dispute shall be finally settled as follows: if the contracting party is the company US: except as provided below, through arbitration under the US Arbitration Law, and these rules are included in this clause by reference. Arbitration shall be conducted by a single arbitrator, and the arbitration shall take place at its legal headquarters, and the language used in arbitration shall be English. Notwithstanding the foregoing, the company may seek a judicial order from any competent court regarding any matter related to the violation of intellectual property rights or the use of its site or the breach of any third-party intellectual property rights.

Independent Parties:

You and the contracting company parties are independent contractors, and there is nothing in these terms of service that could create any type of partnership, joint venture, agency, franchise, or indicate the existence of a sales representative or employment relationship between us. You shall have no authority to make or accept any offers or representations on our behalf. These terms of service do not create any exclusive relationship between us. Nothing in these terms of service, either expressly or impliedly, should be interpreted as giving any person other than the parties to these terms of service any legal or equitable right, means, or claim under or in relation to these terms of service. The terms of service and all representations, warranties, covenants, conditions, and terms set forth herein are for the exclusive benefit of the company, you, and the customers only. As may be the case between us, you will be solely responsible for all obligations associated with the use of any third-party service or feature that you allow us to use on your behalf, including compliance with any applicable terms of use. You may not issue any statement that contradicts anything in this clause, whether on your site or elsewhere.

Waiver:

The company’s rights under these terms of service: (1) may be exercised as necessary; (2) unless expressly stated otherwise in the terms of service, these terms are cumulative and not limited to the rights and measures provided for by applicable law; (3) may only be waived in writing and specifically. Delay in exercising any right or non-exercise of that right shall not be considered a waiver of that right.

Third Parties:

Except for the company’s affiliates, no person other than a party to these terms of service may enforce any of them.

Severability:

If any of the terms of service and the documents referred to therein (including any other terms of services) turn out to be or become illegal, invalid, or unenforceable in any jurisdiction, such illegality, invalidity, or unenforceability shall not affect the following: (1) the legality, validity, or enforceability of any term of the terms of service and the documents referred to therein (including other terms of services) in that jurisdiction; or (2) the legality, validity, or enforceability of any other provision of the terms of service and the documents referred to therein (including other terms of services) in any other jurisdiction.

Entire Agreement:

The agreement, these terms of service, and the documents referred to therein (including other terms of services) constitute the entire agreement between the parties concerning the contracts and transactions provided for therein and supersede all previous agreements between the parties concerning these contracts and transactions. Except as required by applicable law, no terms may be implied (whether by custom, practice, or otherwise) into these terms of service and the documents referred to therein. Each party acknowledges that by agreeing to enter into these terms of service and the documents referred to therein (including other terms of services), it has not relied on any representation, warranty, collateral contract, implicit or explicit, or any other undertaking (except those set forth in these terms and documents referred to therein).

Notices:

All notices, requests, authorizations, approvals, or other communications under these terms of service (“Notices”) sent by you to the company must be sent to the concerned contracting company party in writing. The notice is considered sent when delivered by courier and signed by a company employee after three days from that signature to the addresses mentioned in the service. We may notify you in writing through your email account or by delivering a printed copy of that notice by courier to the address provided to us by you, and the notice is considered sent in each case immediately upon sending or delivery for sending (as the case may be).

Please contact us at info@morellis.us if you have any inquiries about the terms of service.