Wholesale Universe Innovations

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Subscription Agreement

Wholesale Universe Innovations Subscription Agreement

This Subscription Agreement (this “Agreement”) is between you (“You”) and Wholesale Universe Innovations, LLC, an Indiana limited liability company with a principal place of business in Noblesville, Indiana (“Wholesale Universe Innovations”), and shall begin on the day You sign up by providing us with your name and email address (the “Effective Date”). This Agreement governs Your subscription to and use of the Wholesale Universe Innovations services, whether through the use of Wholesale Universe Innovations’ website, mobile applications, or any other sites hosted by our service providers on our behalf (collectively the “Wholesale Universe Innovations Services”).

PLEASE READ THE FOLLOWING AGREEMENT CAREFULLY BEFORE USING OUR WHOLESALE UNIVERSE INNOVATIONS SERVICES. All users of the Wholesale Universe Innovations Services agree that access to and use of the Wholesale Universe Innovations Services are subject to this Agreement and other applicable laws. If You do not agree to these terms and conditions, please do not use the Wholesale Universe Innovations Services. If you are subscribing on behalf of a legal entity, You acknowledge that You have the authority on behalf of the entity on whose behalf You subscribe to bind this entity to this Agreement.

  1. The Wholesale Universe Innovations Services.
    The Wholesale Universe Innovations Services are a cloud-based account management and accounting platform for online retailers. Our Wholesale Universe Innovations Services provide real-time account management with inventory management, order fulfillment and tracking, and accounting systems. Subject to the terms and conditions in this Agreement, we are making the Wholesale Universe Innovations Services available to You on a month-to-month basis (a “Monthly Subscription”) or an annual basis (an “Annual Subscription”).
  1. Subscription to the Wholesale Universe Innovations System.
    Subject to the payment of the Subscription Fees in Section 4, and the other terms and conditions of this Agreement, Wholesale Universe Innovations hereby grants You a non-exclusive, non-transferable subscription to the Wholesale Universe Innovations Services during the Subscription Term. Your free-trial access to the Wholesale Universe Innovations Services will begin on the Effective Date and continue for until you give a 30 day notice of your cancellation. Your access to the Wholesale Universe Innovations Services will be terminated, unless you enroll in a Monthly Subscription or an Annual Subscription, each of which are collectively referred to as the “Subscription Term,” and wherein the Subscription Term are collectively referred to as the “Term.” Annual Subscriptions receive a discount over Monthly Subscriptions of the same length, while both the Monthly Subscription and the Annual Subscription are eligible for termination in accordance with Section 5. 
  1. Your Covenants, Representations, and Warranties.
    By using the Wholesale Universe Innovations Services, You agree to make the Wholesale Universe Innovations Services available only to your employees and independent contractors under your direct control. You will not share, sublease, or transfer Your access to the Wholesale Universe Innovations Services to any third party. By using Wholesale Universe Innovations Services, You represent and warrant that you will not use the Wholesale Universe Innovations Services to: (i) violate any applicable law, statute, ordinance, or regulation; (ii) violate the contractual or fiduciary rights of any third party; (iii) infringe any third party’s intellectual property rights, rights of publicity, or privacy; or (iv) misrepresent an affiliation with any person or entity.
    During the Term, You also agree to: (a) provide Wholesale Universe Innovations with: (i) all necessary cooperation in relation to this Agreement; and (ii) all necessary access to such information as may be required by Wholesale Universe Innovations to provide the Wholesale Universe Innovations Services; (b) comply with all applicable laws and regulations with respect to Your activities under this Agreement; (c) carry out all other responsibilities set out in this Agreement in a timely and efficient manner; and (d) obtain and maintain all necessary licenses, consents, and permissions necessary for Wholesale Universe Innovations to perform its obligations under this Agreement.
  1. Subscription Fees.
    In exchange for use of the Wholesale Universe Innovations Services during the Subscription Term, You agree to pay the following fees:
    Base Fees: You agree to pay the base fee for the Monthly Subscription or the Annual Subscription corresponding to Your subscription stated at the Wholesale Universe Innovations pricing page.Unless otherwise stated, all fees are stated and payable in U.S. Dollars.
  1. Cancellation and Termination.
    You may terminate the Subscription Term and this Agreement at any time by sending Wholesale Universe Innovations notice thirty (30) days in advance of such termination. Wholesale Universe Innovations may terminate the Term and this Agreement due to Your material breach of any of the terms or conditions in this Agreement that remain uncured following thirty (30) days’ advance notice. Wholesale Universe Innovations may also terminate the Subscription Term and this Agreement for convenience with ninety (30) days’ advance notice.
    If Wholesale Universe Innovations terminates the Subscription Term and this Agreement due to Your material breach, no refund will be provided.
    On expiration of the Term or termination of this Agreement for any reason: (i) Your subscription to the Wholesale Universe Innovations Service, as well as all permissions, subscriptions, and licenses granted to You by Wholesale Universe Innovations under this Agreement will immediately terminate, and You will make no further use of the Wholesale Universe Innovations Service; (ii) Wholesale Universe Innovations may after 90 days destroy or otherwise dispose of any of the content that You uploaded to Wholesale Universe Innovations Services; and (iii) Wholesale Universe Innovations’ accrued rights to payment, as well as Sections 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, and 13 will survive termination or cancellation of this Agreement, however arising.
  1. Intellectual Property.
    You agree that Wholesale Universe Innovations owns all intellectual property rights in the Wholesale Universe Innovations Services. Except as expressly stated herein for the Subscription Term, this Agreement does not grant You any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses with respect to the Wholesale Universe Innovations Services. You further agree that You will not: (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Wholesale Universe Innovations Services in any form or media or by any means; (b) attempt to reverse compile, disassemble, emulate, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Wholesale Universe Innovations Services; or (c) access all or any part of the Wholesale Universe Innovations Services in order to build a product or service which competes with the Wholesale Universe Innovations Services.
  1. Disclaimer of All Warranties.
    YOU AGREE THAT YOUR USE OF THE WHOLESALE UNIVERSE INNOVATIONS SERVICES SHALL BE AT YOUR SOLE RISK. THE WHOLESALE UNIVERSE INNOVATIONS SERVICES AND ALL CONTENT THEREON ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”. WHOLESALE UNIVERSE INNOVATIONS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WHOLESALE UNIVERSE INNOVATIONS MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF ANY INFORMATION FOUND IN THE WHOLESALE UNIVERSE INNOVATIONS SERVICES. WHOLESALE UNIVERSE INNOVATIONS ASSUMES NO LIABILITY OR RESPONSIBILITY TO YOU OR ANYONE ELSE FOR ANY (I) ERRORS, MISTAKES, INTERRUPTIONS OR INACCURACIES OF ANY INFORMATION OR CONTENT IN THE WHOLESALE UNIVERSE INNOVATIONS SERVICES, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND/OR USE OF OR RELIANCE ON ANY INFORMATION FOUND IN THE WHOLESALE UNIVERSE INNOVATIONS SERVICES, (III) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WHOLESALE UNIVERSE INNOVATIONS SERVICES BY ANY THIRD PARTY; AND/OR (IV) ANY INTERRUPTIONS IN THE WHOLESALE UNIVERSE INNOVATIONS SERVICES OR THE NETWORK OR ANY TELECOMMUNICATIONS NETWORK. WHOLESALE UNIVERSE INNOVATIONS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY INFORMATION FOUND IN THE WHOLESALE UNIVERSE INNOVATIONS SERVICES.  YOU AGREE THAT WHOLESALE UNIVERSE INNOVATIONS IS NOT LIABLE OR HELD ACCOUNTABLE FOR ANY OF YOUR INVENTORY AT ANY TIME, WHETHER SUITABLE OR UNSUITABLE FOR SALE ON ANY WEBSITE.  YOU AGREE THAT THE INVENTORY ONCE PURCHASED IS YOUR INVENTORY, AND WHETHER AMAZON, WALMART OR ANY OTHER PLATFORM DESTROYS THAT INVENTORY, YOU WILL NOT HOLD US LIABLE FOR ANY REASON.
  1. Limitation of Liability.
    IN NO EVENT SHALL WHOLESALE UNIVERSE INNOVATIONS, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF INFORMATION FOUND IN THE WHOLESALE UNIVERSE INNOVATIONS SERVICES, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR RELIANCE ON ANY INFORMATION FOUND IN THE WHOLESALE UNIVERSE INNOVATIONS SERVICES, (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WHOLESALE UNIVERSE INNOVATIONS SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE WHOLESALE UNIVERSE INNOVATIONS SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY INFORMATION OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF OR RELIANCE ON ANY INFORMATION INPUTTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WHOLESALE UNIVERSE INNOVATIONS SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WHOLESALE UNIVERSE INNOVATIONS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. NOTWITHSTANDING ANY OTHER PROVISION OR TERM OF THIS AGREEMENT, THE LIMIT OF WHOLESALE UNIVERSE INNOVATIONS’ LIABILITY WITH RESPECT TO THIS AGREEMENT OR WITH RESPECT TO THE WHOLESALE UNIVERSE INNOVATIONS SERVICES, IF ANY, WHICH ARE THE SUBJECT HEREOF, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE) SHALL NOT EXCEED TEN DOLLARS ($10). THE FOREGOING IS INTENDED AS A COMPLETE ALLOCATION OF THE RISKS BETWEEN THE PARTIES. BECAUSE THE BARGAIN STRUCK AND THE PRICE PAID REFLECT SUCH ALLOCATION THIS LIMITATION UPON REMEDIES WILL NOT HAVE FAILED OF ITS ESSENTIAL PURPOSE.
  1. Indemnity.
    You agree to defend, indemnify and hold harmless Wholesale Universe Innovations, its directors, officers, employees and agents from and against any and all claims, damages, losses, liabilities, costs or debt, and expenses (including reasonable attorneys’ fees) that arise or result from (i) Your violation of this Agreement, including, but not limited to, any obligation, representation, or warranty made herein; and (ii) Your violation of any third-party right, including without limitation any civil right, property right, intellectual property right, or privacy right. This defense and indemnification obligation will survive termination of this Agreement.
  1. Notice.
    Wholesale Universe Innovations may deliver notice to You under this Agreement by electronic mail, a general or specific notice on the website, a communication to Your account or by written communication delivered by first-class U.S. mail to Your address on record. Notices to Wholesale Universe Innovations must be in writing and will be deemed given when (a) delivered personally, or (b) sent to address above, in which case notice is deemed given upon receipt.
  1. Assignment.
    Wholesale Universe Innovations may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. You will not, without the prior written consent of Wholesale Universe Innovations, assign, transfer, charge, delegate, sub-contract or deal in any other manner with all or any of Your rights or obligations under this agreement.
  1. No Partnership or Joint Venture.
    Nothing contained in this Agreement will be construed to place Wholesale Universe Innovations and You in a relationship as partners, joint venturers, or principal and agent, respectively.
  1. Miscellaneous.
    This Agreement comprises the entire agreement between You and Wholesale Universe Innovations with respect to Your use of the Wholesale Universe Innovations Services and supersedes all prior agreements between the Parties regarding the subject matter contained herein. This Agreement shall be governed and construed in accordance with the laws of the State of Indiana, without regard to its conflicts of law principles. You agree to promptly and voluntarily submit to the exclusive jurisdiction of the Indiana courts located in Noblesville, IN or the United States District Court for the District of Indiana, with respect to any legal proceedings arising out of this Agreement, waiving all defenses with respect to jurisdiction, forum, and venue. Any claim by You relating to this Agreement must be brought within one year of the date on which the claim arises. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without said provision. You agree that money damages would not be a sufficient remedy for breach of this Agreement, and Wholesale Universe Innovations shall be entitled to specific performance and other equitable relief for any such breach, without the necessity of posting any bonds, in addition to any other remedies available to it at law or in equity. No waiver or amendment of any term in this Agreement shall be binding on Wholesale Universe Innovations unless made in a writing expressly stating that it is such a waiver or amendment and signed by an authorized agent of Wholesale Universe Innovations.