Terms of Use

Strategic Advance, LJ&L Enterprises, LLC Standard Terms & Conditions

This Subscription, License and Lease Agreement, consisting of the Enrollment /Order Form, these Standard Terms & Conditions and any relevant Exhibits (including Exhibit 1 and 2) (collectively, the “Agreement”) is made by and between LJ&L Enterprises, Inc. (“LJ&L Enterprises”) and the entity listed as the Subscribing Company on the Order Form (the “Client”) for a subscription to a non-exclusive, non-transferable, worldwide and limited license to use the Product(s) as described in the Order Form (the “Service”). In exchange for the Service, Client agrees to pay to LJ&L Enterprises the Service Fees according to the Fees and Payment based on the level of Service selected on the Order Form.

1. GRANT OF SUBSCRIPTION: LJ&L Enterprises shall provide Client with a subscription to the Service as set out on the Order Form for the Term (as described in Section 16). These Terms & Conditions, along with the Order Form and Exhibits 1 and 2, (together, the “Agreement”) govern Client’s use of those Service.

2. USERNAME & PASSWORD: LJ&L Enterprises shall give Enterprises the number of usernames and passwords set forth on the Order Form. Use and subscriptions for usernames and passwords are limited to Client’s employees.

3. BRAND: Client shall not use any name, trademark, service mark or logo of LJ&L Enterprises for any purpose or in any manner without the prior written consent of LJ&L Enterprises in each instance.
4 FEES AND PAYMENT:

A. Fees. In consideration of the Services, Client will pay to LJ&L Enterprises all fees due according to the prices and terms listed on the website. All sales are final and LJ&L Enterprises offers no partial or full refunds of any kind on any purchase unless otherwise expressly noted, even if your Services are suspended, terminated or transferred before the end of the Services. LJ&L Enterprises expressly reserves the right to change or modify its prices and fees at any time, and such changes or modifications shall be posted online at this Site and effective immediately without need for further notice to you. If you have purchased Services for a period of months or years, changes or modifications in prices and fees shall be effective when the Services in question come up for renewal.

B. Payment. All payments are due upon signup (after the 14 day grace period). All recurring charges will be due on the monthly anniversary date of your initial signup. If a payment is returned or rejected by LJ&L Enterprises’ bank, or incurs additional costs for LJ&L Enterprises (e.g., bank fees) for any reason, then Client may be charged a service fee of $40 and be required reimburse all such fees and costs incurred by LJ&L Enterprises, and Client shall be immediately deemed to be in default of this Agreement. Accounts and all amounts in default are subject to a late payment charge of 1.5% per month, or the maximum amount permitted by law, whichever is greater, until fully paid. If Client defaults, Client agrees to pay LJ&L Enterprises its reasonable expenses, including attorney, in house legal expenses and collection agency fees, incurred in enforcing its rights.

C. Billing Policies and Cycles. We accept direct deposit and offer billing via credit card or debit card charge only. These fees may include service setup fees and first month service charge. Our billing cycle begins on the day we setup your account, and is due on that day each month thereafter. LJ&L Enterprises will automatically charge the credit card on file for any past due invoice for current, suspended and cancelled accounts. Accounts suspended and reactivated must pay all past due and current amounts. Accounts past due over 30 days cannot be reactivated. You must sign up for new service and pay the full setup fees associated with the plan you choose. To cancel your account, you must follow the procedure in Section 5. To ensure that you are not billed for another month of service, you must cancel your account before your billing cycle due date. All accounts requesting cancellation are terminated on the last day of your billing cycle.

Note: All billing correspondence (invoices, notifications, etc.) is done via email. It is crucial that you maintain a current email address with us.

D. Taxes. Except for an agreement to be fulfilled in Virginia, all fees charged by LJ&L Enterprises for the Services are exclusive of all taxes, VAT and similar fees now in force or enacted in the future imposed on the transaction and/or the delivery of Services, all of which Client will be responsible for and will pay in full, except for taxes based on LJ&L Enterprises’ net income. If LJ&L Enterprises is required to pay directly any such taxes, Client will, upon receipt of LJ&L Enterprises’ invoice, promptly reimburse LJ&L Enterprises for any such taxes paid by LJ&L Enterprises.

5. Term and Termination:

A. By providing 30-day written notice, you may terminate your right to access and use the Service for any reason. For security reasons, LJ&L Enterprises will send a follow-up cancellation email that requires you to authenticate your desire to cancel, including paying any outstanding fees where applicable (e.g., Merchant Services, etc.). Failure to do so will result in the cancellation request not being processed and you will be liable for all recurring fees until such authentication is complete. PLEASE NOTE that a cancellation of a particular Service may not cancel all Services associated with your account (e.g, if you elect to receive additional SEO, shipping analysis and/or pay-per-click services ).

B. LJ&L Enterprises may terminate this Agreement and/or your right to access and use the Service, in whole or in part, at any time and for any reason. LJ&L Enterprises reserves the right, but not the obligation, to cancel or suspend your Service if your site(s) causes a sudden significant increased draw on system resources (i.e. a DDOS attack) that in LJ&L Enterprises’ (or its third party providers’) sole opinion impairs its ability to provide Services to other clients.

C. Upon expiration or effective termination of the Service by either party for any reason, (a) LJ&L Enterprises will cease providing the Service, (b) you will not be entitled to any refunds of any usage fees or any other fees, pro rata or otherwise, unless LJ&L Enterprises terminates such Service without cause, and (c) any outstanding balance for your usage of the Service through the effective date of such termination or expiration will be immediately due and payable in full.

6. COPYRIGHT & LIMITED USE / CLIENT’S INTELLECTUAL PROPERTY: Client acknowledges that the contents of the Service are copyrighted by and the sole and exclusive property of LJ&L Enterprises or its third party providers and that Client hereby obtains no rights whatsoever in the same. Client shall not directly or indirectly reproduce, download or otherwise copy LJ&L Enterprises’ Service (in print or electronic format whether for internal or external use) appearing in or on the Service without prior written consent of LJ&L Enterprises nor shall Client resell or otherwise make the Service available to a third party. The sole exception is that during the Term, Client may download or reproduce a single print or electronic copy of individual product material for use in the ordinary course of its business. Client shall not reverse assemble, reverse engineer, translate, disassemble, decompile, decrypt or otherwise attempt to create or discover any source code, underlying algorithms, ideas, file formats or interfaces of the Service or any related technology by any means whatsoever. Any Client Data placed on a Site or modified by Client shall be done so solely at the risk and responsibility of Client. LJ&L Enterprises will not have any obligation to provide the Service or retain any Client Data after the expiration or termination of this Agreement.

7. CLIENT MARKS: In order to give the template site a similar appearance to Client’s web site, Client hereby grants LJ&L Enterprises a non-exclusive license to use its logos, trademarks, and service marks as provided to LJ&L Enterprises by Client (collectively, “Client Marks”) in connection with the template site. LJ&L Enterprises acknowledges and agrees that Client owns and/or otherwise has the exclusive right to use and to license Client Marks. Should Client find objectionable any use of Client Marks by LJ&L Enterprises, Client shall have the right to revoke, with respect to the objectionable use, the rights granted to LJ&L Enterprises under this Agreement to use Client Marks, and LJ&L Enterprises shall as soon as reasonably practicable cease using Client Marks in the manner found objectionable by Client.

8. CONFIDENTIALITY: LJ&L Enterprises respect our clients’ privacy and will treat client’s internal business strategies and sales performance as “Confidential Information.” Confidential Information shall not include any information that (i) is or becomes generally available to the public other than as a result of a wrongful disclosure by LJ&L Enterprises, (ii) becomes available to LJ&L Enterprises on a non-confidential basis from a source which is not to LJ&L Enterprises knowledge prohibited from disclosing such information to LJ&L Enterprises by a legal obligation to the Company, (iii) is developed independently by LJ&L Enterprises, its affiliates or third party providers or (iv) is information needed by LJ&L Enterprises, its affiliates or third party providers to maintain or improve Client’s website or site administration. Any information LJ&L Enterprises collects from its Clients at an aggregate level is not deemed confidential. Client acknowledges and agrees that LJ&L Enterprises, its affiliates or third party providers may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the Confidential Information. Accordingly, nothing in this Agreement will be construed as a representation or agreement that LJ&L Enterprises, its affiliates or third party providers will not develop or have developed for its products, concepts, business plans, systems or techniques that are similar to or compete with the products, concepts, business plans, systems or techniques contemplated by or embodied in the Confidential Information. Further, the Parties acknowledge and agree that Representatives of LJ&L Enterprises, its affiliates or third party providers, as a result of exposure to the Client’s Confidential Information, may further develop their general knowledge, skills and experience (including ideas, concepts, know-how and techniques) as they relate to the Company’s business (“Residual Information”).

9. LJ&L Enterprises COMMITMENT TO CLIENT SERVICE: In order to serve its clients better, and to leverage technology, LJ&L Enterprises will periodically make changes to the content, design and delivery of its Services. As a courtesy, LJ&L Enterprises may, where practical, make reasonable efforts to notify Client of the more fundamental of any such changes and Client’s continued acceptance of same shall be deemed Client’s assent to such changes.

10. NO WARRANTY & LIMITATION OF LIABILITY

A. EXCEPT AS EXPRESSLY PROVIDED HEREIN, LJ&L ENTERPRISES MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LJ&L ENTERPRISES HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

B. IN NO EVENT SHALL LJ&L ENTERPRISES’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT HEREUNDER.

C. IN NO EVENT SHALL LJ&L ENTERPRISES HAVE ANY LIABILITY FOR ANY LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT LJ&L ENTERPRISES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

D. LJ&L Enterprises, its suppliers and/or third party providers shall not be liable or deemed to be in default for delay or temporary interruption of services (e.g., temporary interruption of service due to inclement weather, server problems, site maintenance or improvements).

E. FORCE MAJEURE: Neither party shall be liable for damages or in breach of this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected.

11. ASSIGNABILITY: Client may assign or otherwise transfer this Agreement only upon prior written notice to LJ&L Enterprises provided the assignee agrees to be bound by these Terms & Conditions. LJ&L Enterprises may assign or otherwise transfer this Agreement at its discretion.

12. ENTIRE AGREEMENT: This Agreement (including the attached Order Form and relevant exhibits) constitutes the entire agreement between the parties. This Agreement shall supersede all other prior written or oral agreements, if any, between the parties with respect to the Service and shall be binding upon each of them and upon their respective successors and permitted assigns.

13. GOVERNING LAW: All disputes, claims or controversies arising out of this Agreement shall be governed by and construed in accordance with the laws of Virginia. Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the state of Virginia located in Alexandria, VA for any litigation among the parties hereto arising out of or relating to this Agreement, waives any objection to the laying of venue of any such litigation in the another jurisdiction and agrees not to plead or claim that such litigation brought therein has been brought in any inconvenient forum or that there are indispensable parties to such litigation that are not subject to the jurisdiction of the Alexandria, Virginia Courts. In any such action, the prevailing party shall be entitled to an award of reasonable attorney’s fees, costs and any other relief granted.

14. SEVERABILITY: Should any provision hereof be declared void or unenforceable, it shall be severed from this Agreement and the remaining terms shall remain in full force and effect.

15. REMEDIES: The parties’ remedies herein are in addition to all other remedies at law or in equity. LJ&L Enterprises may suspend Client’s access to the Service or terminate this Agreement or any services without liability if Client breaches any provision of this Agreement.

16. TERM: Unless terminated earlier in accordance with the terms of this Agreement, this Agreement shall remain in effect for the term described on the Order Form beginning on the “Subscription Start Date” and ending on the “Subscription End Date” (the “Term”).

17. SURVIVAL: The provisions of Sections 3 through 17 shall survive termination or expiration of this Agreement.

Exhibit 2:

LJ&L Enterprises will provide Client services which shall consist of:

I. Initialization of services:

To begin Service, LJ&L Enterprises:

Will need access to client’s current sales data by product and client.

May need access to product data in .csv file format (data to include product SKUs, prices, products.)

May need access to current stock inventory lists in .csv file format for products.

II. Ongoing Services:

Following the initialization of services phase, LJ&L Enterprises will provide on-going services for the remainder of the term of this agreement:

A. New Product Opportunity Analysis

B. Product File Management & Updating

C. New Client Acquisition & Management

III. Minor out of pocket expenses: The Client will also reimburse LJ&L Enterprises for any and all reasonable out-of-pocket expenses incurred by LJ&L Enterprises in connection with LJ&L Enterprises’ performance of the services set forth herein, including but not limited to photocopies, facsimiles, postage, courier and other basic out-of-pocket office expenses. LJ&L Enterprises shall obtain the prior approval of the Company before incurring any out-of-pocket expenses in excess of $25.

V. Beyond Scope of Agreement or Exceeding level of Service: LJ&L Enterprises will inform the Client (1) if any services requested are beyond the scope of this Agreement and (2) when Services requested are reaching such a level as to trigger additional charges. LJ&L Enterprises may provide client a work order in writing with its proposed fees to perform any services that are beyond the scope of this Agreement.

VI. Client understands Service does not include:

A. Any tasks not specifically set forth in this Agreement.