Managed Event Logistics Terms and Conditions

These Managed Event Logistics Terms and Conditions govern Juujbox's receipt, storage, cataloging, handling, deployment, return logistics, transportation coordination, and related services for business customers. By accepting a quote, submitting a service request, executing an order form, using the Portal, tendering Event Assets to Juujbox, or otherwise using the Services, Client agrees to be bound by these Terms. Any individual accepting these Terms on behalf of an entity represents that they have authority to bind that entity.

a. “Authorized Contacts” means the Client personnel or representatives identified in an Order Document, Portal account, written instruction, or other communication accepted by Juujbox as authorized to submit instructions, approve charges, request Services, or direct disposition of Event Assets.

b. “Carrier” means any third-party motor carrier, parcel carrier, freight provider, drayage company, courier, or transportation provider utilized in connection with the Services.

c. “Client” means the individual or entity purchasing Services from Juujbox.

d. “Client Representatives” means Client's employees, contractors, agencies, vendors, exhibitors, suppliers, manufacturers, event organizers, venue representatives, invitees, agents, and any other persons or entities acting on Client's behalf or shipping, receiving, handling, directing, or interacting with Event Assets.

e. “Event Assets” means trade show booths, displays, signage, furniture, promotional materials, marketing collateral, product samples, equipment, technology assets, inventory, and other property submitted to Juujbox for storage, inventory management, transportation coordination, event deployment, or return logistics.

f. “Event Site” means any event venue, show site, marshalling yard, hotel, convention center, exhibition hall, conference location, warehouse, loading dock, or other location to or from which Event Assets are delivered, retrieved, staged, or handled in connection with an event.

g. “Juujbox” means JuuJ, Inc., dba Juujbox, a Delaware corporation registered to do business in California.

h. “Order Documents” means any quote, order form, statement of work, service request, service confirmation, invoice, rate card, exhibit, schedule, or other written document accepted or issued by Juujbox in connection with the Services.

i. “Portal” means Juujbox's online inventory and logistics platform.

j. “Restricted Items” means any prohibited, hazardous, regulated, unusually fragile, unusually valuable, perishable, temperature-sensitive, dangerous, illegal, or special-handling item described in these Terms or otherwise identified by Juujbox in writing.

k. “Secure Zone” means a designated enhanced-security storage area, if offered by Juujbox and expressly accepted in an Order Document, which may include additional physical, access-control, or monitoring measures but does not constitute insurance or a guarantee against loss, theft, or damage.

l. “Services” means the receipt, warehousing, storage, cataloging, inventory management, transportation coordination, event support, deployment, retrieval, reporting, and related logistics services offered by Juujbox.

m. “Terms” means these Managed Event Logistics Terms and Conditions, as amended from time to time in accordance with the Modifications section.

n. “Website” means Juujbox's website located at www.juujbox.com, together with any related webpages, online ordering flows, or online service interfaces operated by Juujbox.

o. “WMS” means Juujbox's warehouse management system and related inventory, Portal, barcode, photographic, and operational records.

Juujbox is a managed trade show logistics partner. Clients may send event-related assets to Juujbox for receiving, storage, cataloging, inventory tracking, scheduled deployment to events, return coordination, reconciliation, and re-storage. Juujbox receives, stores, catalogs, manages, deploys, retrieves, and coordinates transportation of Event Assets used by Clients across their event calendars. Services may include: receiving event assets; warehousing and storage; inventory cataloging; asset tracking; transportation coordination; event deployment; event support; return logistics; inventory reconciliation; and related logistics services.

The Services are managed logistics, warehousing, inventory, and event deployment services. They are not public self-storage, mini-storage, or a lease or license of warehouse space. Client has no right of unsupervised access to Juujbox's facilities or to any specific storage location, bin, rack, pallet position, or area of any facility. All access, inspection, retrieval, and handling of Event Assets must be coordinated through Juujbox and is subject to Juujbox's safety, security, scheduling, and operational procedures. Juujbox may deny, condition, or reschedule facility access for safety, security, operational, staffing, insurance, confidentiality, or facility-policy reasons.

Services may be requested through the Website, email, written quote, purchase order, statement of work, order form, service request, or other written communication accepted by Juujbox. Any Order Documents are incorporated into these Terms by reference. In the event of conflict, the following order controls: (1) a mutually signed order form or statement of work, as to the specific Services described therein; (2) Juujbox's written quote or service confirmation; (3) these Terms; and (4) any referenced policies or rate cards. Any terms contained in Client's purchase order, vendor portal, supplier terms, invoice instructions, or other Client-issued document are rejected and shall have no force or effect unless expressly signed by Juujbox.

a. Accuracy and Cooperation. Client shall provide timely, complete, and accurate information, documentation, instructions, event schedules, shipping information, delivery requirements, inventory information, and other information reasonably necessary for Juujbox to perform the Services. Client acknowledges that Juujbox relies upon information provided by Client and shall not be responsible for delays, costs, losses, or service disruptions resulting from inaccurate, incomplete, or untimely information.

b. Ownership, Authority, and Responsibility. Client represents and warrants that it owns, or otherwise possesses all rights, permissions, and authority necessary to store, handle, transport, deploy, retrieve, and direct the disposition of all Event Assets submitted to Juujbox. Client is responsible for all acts, omissions, instructions, shipments, documentation, packaging, labeling, delays, errors, and charges attributable to Client's employees, contractors, agencies, vendors, exhibitors, suppliers, manufacturers, event organizers, venue representatives, and other persons acting on Client's behalf or shipping Event Assets to or from Juujbox. Juujbox may rely on instructions received from Client's Authorized Contacts and is not responsible for disputes among Client, its vendors, agencies, employees, or other representatives.

c. Packaging and Labeling Requirements. Client shall ensure that all Event Assets are properly packaged, palletized, labeled, marked, and prepared for storage, transportation, handling, and event deployment in accordance with applicable laws and any receiving requirements communicated by Juujbox. Client shall remain responsible for any damages, delays, additional labor, or expenses caused by improper packaging, labeling, palletization, or preparation of Event Assets.

d. Inbound Receiving Requirements. Client shall ensure that all inbound shipments comply with Juujbox's receiving requirements, including appointment scheduling for freight, provision of advanced shipment notices and packing lists, and compliance with labeling and packaging instructions. Non-conforming inbound shipments may be placed on administrative hold and processed at Juujbox's then-current rates, and all associated Service Level Agreements will be tolled until the non-conformance is resolved.

e. International Shipments; Customs. Client is the Importer of Record for all cross border movements of Event Assets and is responsible for classification, valuation, country of origin determinations, duties/taxes, and compliance with applicable import/export laws. Client will provide Juujbox and any designated customs broker with complete and accurate documentation, including any tariff exemption basis and USMCA/CUSMA certifications (if applicable), sufficiently in advance of shipment. Juujbox may coordinate with Client's customs broker but acts only as a logistics coordinator, not as a customs broker or importer. Pass through customs charges (duties, taxes, bond, inspection, exams, storage, drayage) are Client paid, subject to any pre-approval threshold stated in the applicable Order Document. Service Level Agreements are tolled during customs holds, inspections, or regulatory delays. If a tariff exemption is denied or delayed, Client remains responsible for all resulting costs and compliance.

f. Limitations on Stored Event Assets. Client shall not tender any hazardous, dangerous, regulated, illegal, perishable, temperature-sensitive, flammable, explosive, corrosive, odorous, biohazardous, firearm, ammunition, weapon, cash, negotiable instrument, precious metal, jewelry, controlled substance, alcohol, cannabis, medical, pharmaceutical, or other restricted item without Juujbox's prior written approval. Restricted items may include lithium batteries, aerosols, liquids, chemicals, food or beverage items, cosmetics, electronics with embedded batteries, unusually high-value items, fragile prototypes, and items requiring special permits, security, climate control, rigging, or professional installation. Client is responsible for all costs, claims, fines, penalties, cleanup, delay, disposal, repackaging, regulatory, and third-party charges arising from prohibited or restricted items.

a. Receiving Services. Juujbox may receive Event Assets from Client, Client Representatives, Carriers, or other third parties authorized or arranged by Client.

b. Receiving Requirements. Event Assets must comply with Juujbox's receiving requirements, including applicable labeling, packaging, palletization, scheduling, appointment, and documentation requirements. Non-compliant shipments may be delayed, refused, placed on hold, or subject to additional fees. Juujbox's acceptance or handling of any non-conforming shipment shall not waive Juujbox's right to charge additional fees, toll service levels, require remediation, or reject future non-conforming shipments.

c. Inventory Processing. Upon receipt of Event Assets, Juujbox may inspect, inventory, photograph, measure, weigh, catalog, barcode, label, or otherwise document Event Assets as part of its normal operational procedures. Any inspection, photographing, measuring, weighing, cataloging, barcoding, labeling, or other documentation performed by Juujbox is for operational, inventory, and logistics purposes only and does not constitute a condition warranty, quality-control inspection, appraisal, authentication, functionality test, or acceptance of responsibility for concealed damage, latent defects, missing components, or inaccurate information supplied by Client or Client Representatives.

d. Inventory Records. Juujbox may maintain inventory records through its warehouse management system, Portal, photographs, barcode records, shipping records, and related operational records. Unless Juujbox expressly issues a separate written warehouse receipt, Juujbox does not issue negotiable warehouse receipts, and Juujbox's WMS and Portal records constitute the operative records of inventory quantities, locations, condition notes, and movement history, absent manifest error. These Terms, together with any quote, order form, service confirmation, invoice, or inventory record, constitute a storage agreement for purposes of applicable warehouse lien laws.

e. Condition Reporting. Juujbox may document visible damage, shortages, inconsistencies, missing packaging, or other exceptions identified during receiving, storage, transportation, deployment, or return processing.

f. Inventory Discrepancies. Client shall promptly review inventory reports provided by Juujbox and notify Juujbox of any alleged discrepancies within ten (10) business days of receipt. Failure to provide notice within such period shall create a rebuttable presumption that the inventory records are accurate.

g. Portal Access. Where available, Juujbox may provide Client with access to inventory information through a portal or related technology platform. Portal information is provided for convenience and may not reflect real-time inventory status.

As part of the Services, Juujbox may coordinate, arrange, schedule, procure, or facilitate transportation of Event Assets through Carriers and other third-party logistics providers. Unless expressly agreed otherwise in writing, Juujbox acts solely as a logistics coordinator and property broker with respect to transportation arranged through Carriers, and does not act as a motor carrier, freight carrier, common carrier, contract carrier, or transportation provider. Transportation services may be performed by independent Carriers selected by Juujbox or approved by Client. Delivery dates, arrival dates, transit times, and scheduling estimates are estimates only and are not guaranteed unless expressly agreed in writing.

Client remains responsible for all carrier charges, accessorial charges, fuel surcharges, storage fees, detention charges, waiting time fees, venue fees, drayage fees, customs charges, governmental fees, and other third-party transportation-related expenses incurred in connection with the Services. Juujbox shall not be responsible for delays, shortages, cargo loss, transportation damage, missed deliveries, service failures, labor disputes, customs delays, weather events, governmental actions, force majeure events, or other acts or omissions attributable to Carriers or other third-party transportation providers. To the extent transportation-related claims arise against a Carrier, Juujbox may reasonably assist Client with the submission of claims but assumes no liability for the Carrier's conduct, coverage, tariffs, terms, limitations, claims handling, or payment of such claims.

Juujbox may coordinate, prepare, stage, deploy, retrieve, recover, and manage Event Assets for trade shows, conferences, conventions, exhibitions, promotional events, customer events, and other event-related activities. Client shall provide Juujbox with accurate event dates, venue information, shipment deadlines, delivery instructions, setup schedules, retrieval requirements, and any other information reasonably necessary for Juujbox to perform the Services. Juujbox may perform certain local pickup, delivery, handling, staging, or deployment activities using its own personnel, vehicles, subcontractors, or service partners. When Juujbox arranges transportation by a third-party motor carrier, parcel carrier, freight provider, drayage provider, courier, or similar transportation provider, Juujbox acts solely as a broker or logistics coordinator and not as the carrier. When Juujbox directly performs local handling or delivery services, Juujbox's liability remains subject to the warehouse and limitation-of-liability provisions of these Terms.

Client acknowledges that event logistics often depend on third parties and conditions outside Juujbox's direct control, including event venues, convention centers, exhibition halls, marshalling yards, loading docks, drayage providers, union labor providers, venue contractors, security requirements, venue policies, carrier schedules, and event management requirements. Juujbox shall not be responsible for delays, additional costs, missed deadlines, delivery failures, or service disruptions caused by such restrictions, requirements, providers, or circumstances outside Juujbox's reasonable control. Unless otherwise stated in an applicable quote or order form, standard pulls, staging, shipment preparation, and scheduled deployments require at least two (2) business days' prior notice. Same-day requests, after-hours work, weekend/holiday work, expedited handling, re-routing, special labeling, repalletizing, kitting, sorting, inventory remediation, complex staging, and other non-standard work may be accepted or rejected by Juujbox in its discretion and, if accepted, will be billed at Juujbox's then-current time-and-materials or rush rates. Service levels are tolled or adjusted for inaccurate forecasts, non-compliant inbound shipments, venue restrictions, carrier delays, customs holds, force majeure events, and circumstances outside Juujbox's reasonable control.

Client shall promptly notify Juujbox of any changes to event schedules, venue requirements, delivery deadlines, staffing requirements, or event logistics. Additional fees may apply if such changes require expedited handling, re-routing, additional labor, revised transportation arrangements, additional coordination, or other operational modifications.

Following completion of an event, Juujbox may coordinate retrieval, transportation, inspection, inventory reconciliation, return processing, storage, and disposition of Event Assets as requested by Client.

Client agrees to pay all fees, charges, expenses, costs, and other amounts applicable to the Services as stated in a quote, proposal, order form, invoice, statement of work, service request, service confirmation, rate card, or otherwise agreed upon by the parties. Fees may include charges for storage, receiving, inventory management, labor, transportation coordination, special handling, event support, project management, return processing, reporting, and other related services.

Services outside Juujbox's standard service offerings may be subject to additional fees, including expedited services, after-hours services, special handling, inventory remediation, repackaging, kitting, sorting, labor-intensive activities, project management, on-site event support, or other non-standard services. Client shall also be responsible for all transportation-related costs, including carrier charges, freight charges, fuel surcharges, accessorial charges, storage charges, detention charges, drayage charges, governmental fees, customs fees, and other third-party expenses incurred in connection with the Services. Juujbox may require deposits, retainers, prepayment, credit card authorization, or other adequate assurance of payment before accepting Event Assets, reserving capacity, incurring third-party charges, or performing Services. If Juujbox reasonably determines that Client's payment history, credit condition, disputed invoices, or anticipated charges create a material risk of non-payment, Juujbox may require adequate assurance, suspend Services, or condition further performance on prepayment.

Unless otherwise agreed in writing, Juujbox may invoice Client upon performance of Services, monthly, upon completion of a particular transaction, or at such other intervals determined by Juujbox. All invoices are due and payable within fifteen (15) days of the invoice date unless otherwise stated on the applicable invoice, quote, order form, or service confirmation. Any undisputed amount not paid when due may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum amount permitted by law. Fees do not include applicable sales taxes, use taxes, value-added taxes, excise taxes, duties, governmental fees, or similar charges, all of which shall be the responsibility of Client. Client shall notify Juujbox in writing of any disputed charges within thirty (30) days of the applicable invoice date and shall identify the disputed amount and the basis for the dispute. Failure to provide timely notice shall constitute acceptance of the invoice. Except as otherwise required by law, Client shall not withhold payment, offset any amount allegedly owed by Juujbox, or otherwise reduce amounts due under these Terms.

Juujbox may provide warehouse storage, inventory management, handling, staging, storage administration, inventory tracking, and related services for Event Assets. Juujbox reserves the right to determine the manner, method, location, arrangement, and placement of Event Assets within its facilities in its reasonable discretion. Storage and logistics services provided by Juujbox do not constitute insurance. Client's insurance obligations are set forth in Section 13. Juujbox shall not be responsible for any loss, damage, claim, or expense that is covered by, could have been covered by, or is within the scope of insurance Client is required to maintain under these Terms.

Client must provide written notice of any claimed loss, shortage, damage, discrepancy, or inventory issue within ten (10) business days after discovery of the applicable issue. Failure to provide timely notice may result in denial of the claim and shall create a rebuttable presumption that the applicable Services were performed properly. For deliveries to an Event Site, visible damage, shortage, or nonconformity must be noted at the time of tender or reported in writing within twenty-four (24) hours after tender. Concealed damage must be reported within three (3) business days after tender. All other claims must be reported within ten (10) business days after discovery. Any lawsuit, arbitration, or other action against Juujbox must be commenced within nine (9) months after the earlier of delivery, tender, or Juujbox's notice of loss. Juujbox shall not be liable for loss of or damage to Event Assets unless such loss or damage results directly from Juujbox's failure to exercise reasonable care under the circumstances. Unless otherwise agreed in writing, Juujbox's liability for loss of or damage to Event Assets shall be limited to the lesser of: (a) Client's documented cost of the affected Event Assets; or (b) One Dollar ($1.00) per pound of the affected Event Assets.

Juujbox shall not be liable for concealed damage, inadequate packaging, latent defects, manufacturer defects, ordinary wear and tear, deterioration, corrosion, mold, mildew, insects, vermin, temperature fluctuations, humidity variations, or other conditions beyond Juujbox's reasonable control. If Client fails to retrieve Event Assets following termination of Services or otherwise abandons Event Assets, Juujbox may store, relocate, dispose of, sell, or otherwise address such Event Assets in accordance with applicable law, and all costs incurred shall be the responsibility of Client.

Subject to these Terms, Juujbox may provide Client with access to its online portal, inventory systems, reporting tools, dashboards, software applications, and related technology platforms. Juujbox grants Client a limited, non-exclusive, non-transferable, revocable license to access and use the Portal solely in connection with the Services. Juujbox retains all right, title, and interest in and to the Portal, software, databases, inventory systems, processes, workflows, documentation, trademarks, trade names, service marks, copyrights, trade secrets, and all other intellectual property associated with the Services. Nothing in these Terms transfers any ownership interest in Juujbox's intellectual property to Client.

Client retains ownership of information submitted by Client through the Portal or otherwise provided to Juujbox in connection with the Services. Client grants Juujbox a limited right to use such information solely as reasonably necessary to provide, administer, improve, and support the Services. Client shall not copy, reverse engineer, modify, distribute, sublicense, create derivative works from, interfere with, disrupt, or otherwise misuse the Portal or any related technology systems. Juujbox may suspend Portal access in the event of non-payment, suspected misuse, security concerns, unlawful conduct, system maintenance, or other circumstances reasonably requiring such suspension. Client is responsible for all activity under its users' credentials and shall ensure that only Authorized Contacts access the Portal. Client shall promptly notify Juujbox of any suspected unauthorized access, credential compromise, or need to disable user access.

Each party may receive or have access to non-public, confidential, proprietary, business, technical, operational, financial, customer, vendor, inventory, pricing, logistics, event-related, or other sensitive information of the other party in connection with the Services (“Confidential Information”). Confidential Information includes information relating to Event Assets, event schedules, customer lists, business plans, pricing, processes, systems, inventory records, portal data, logistics workflows, vendor information, and any other information that reasonably should be understood to be confidential based on the nature of the information or the circumstances of disclosure.

Each party shall use the other party's Confidential Information solely as necessary to perform its obligations or exercise its rights under these Terms. Each party shall protect the other party's Confidential Information using at least reasonable care and shall not disclose such Confidential Information to any third party except to its employees, contractors, service providers, carriers, professional advisors, or other representatives who have a legitimate need to know such information in connection with the Services and who are subject to confidentiality obligations or duties reasonably protective of such information.

Confidential Information does not include information that is publicly available through no breach of these Terms, independently developed without use of or reference to the disclosing party's Confidential Information, or lawfully received from a third party without restriction. If a party is required by law, court order, subpoena, or governmental authority to disclose Confidential Information, that party shall, to the extent legally permitted, provide prompt notice to the disclosing party and cooperate with reasonable efforts to limit or protect such disclosure.

Upon termination of the Services or upon request, each party shall return or destroy the other party's Confidential Information, except that a party may retain copies as required by law, regulation, bona fide record-retention policies, or ordinary-course electronic backup procedures, provided that any retained Confidential Information remains subject to this Section.

Juujbox may maintain insurance coverage that it determines to be commercially reasonable for its business operations, which may include general liability, automobile liability, workers' compensation or employer's liability, warehouse liability, or other coverage applicable to its operations. Any insurance maintained by Juujbox is for Juujbox's benefit and does not create any obligation by Juujbox to insure Client's Event Assets.

Client is responsible for maintaining insurance coverage appropriate for the nature and value of its Event Assets, including all-risk property insurance at full replacement value covering loss, theft, damage, destruction, storage, handling, staging, transportation, event deployment, return logistics, and processing. Client acknowledges that Juujbox is not an insurer of Event Assets and that the fees charged by Juujbox do not include insurance coverage for Event Assets unless expressly agreed in writing. Juujbox's liability limits apply regardless of whether Client maintains such insurance. Any increased valuation, declared value, Secure Zone storage, waiver of subrogation, additional insured status, or special insurance arrangement applies only if expressly accepted by Juujbox in a signed writing and any applicable charges are paid. Juujbox is not responsible for sentimental value, brand value, collector value, replacement lead time, lost sponsorship value, loss of use, event cancellation, booth reprint costs, expedited replacement procurement, or other consequential or special value associated with Event Assets.

Upon request, either party may provide the other party with certificates of insurance evidencing applicable coverage. Any requirement for additional insured status, waiver of subrogation, increased valuation, declared value coverage, or other insurance-related obligation shall apply only if expressly agreed in writing by Juujbox.

Client shall defend, indemnify, and hold harmless Juujbox, its officers, directors, employees, representatives, contractors, agents, affiliates, successors, and assigns from and against any and all claims, demands, actions, liabilities, damages, losses, costs, and expenses, including reasonable attorneys' fees and costs, arising out of or relating to Client's Event Assets, Client's instructions, Client's breach of these Terms, Client's violation of applicable law, Client's failure to provide accurate information, Client's improper packaging or labeling, Client's prohibited or hazardous materials, or the acts or omissions of Client or Client's employees, vendors, contractors, agents, exhibitors, invitees, or other representatives.

Juujbox shall indemnify Client from third-party claims for bodily injury or damage to tangible property, but only to the extent directly caused by Juujbox's gross negligence or willful misconduct in performing the Services, and subject to the limitations and exclusions in these Terms.

The indemnified party shall provide prompt notice of any claim for which indemnification is sought and shall reasonably cooperate with the indemnifying party in the defense of such claim. The indemnifying party shall have control over the defense and settlement of the claim, provided that no settlement may impose non-monetary obligations on the indemnified party or admit fault on behalf of the indemnified party without the indemnified party's prior written consent.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL JUUJBOX, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, LOSS OF USE, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, OR DELAY DAMAGES, WHETHER ARISING IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF JUUJBOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Except as otherwise expressly provided in these Terms, Juujbox's aggregate liability arising out of or relating to these Terms, the Services, any order, any Event Assets, any transportation coordination, any storage, or any other act or omission shall not exceed the total fees actually paid by Client to Juujbox for the Services giving rise to the claim during the six (6) months preceding the event giving rise to such claim. Claims involving loss of or damage to Event Assets shall also be subject to the warehouse liability limitations set forth in Section 10. To the extent there is any conflict between this Section and any specific limitation applicable to Event Assets, transportation coordination, warehouse services, or third-party carrier services, the more specific limitation shall control. Juujbox shall not be liable for any loss, damage, delay, shortage, missed deadline, failure of delivery, or other claim caused by third-party carriers, venue operators, drayage providers, union labor, customs authorities, governmental agencies, security requirements, event organizers, Client's vendors, force majeure events, or other circumstances outside Juujbox's reasonable control.

Except as expressly stated in an applicable Order Document, the Services, Portal, inventory records, status updates, estimates, reports, and related information are provided on an “as available” basis. Juujbox disclaims all warranties not expressly stated in these Terms, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted service, error-free operation, guaranteed delivery, guaranteed event readiness, or guaranteed inventory accuracy.

To the fullest extent permitted by applicable law, Juujbox shall have a warehouseman's lien and all other liens, security interests, and rights available under applicable law against Event Assets in Juujbox's possession, custody, or control for all unpaid charges owed by Client, including storage charges, handling charges, labor charges, transportation-related charges, carrier charges, accessorial charges, inventory management fees, event support fees, administrative fees, interest, collection costs, enforcement costs, attorneys' fees, and any other amounts owed to Juujbox. Juujbox may withhold release, delivery, shipment, deployment, retrieval, or transfer of Event Assets until all undisputed amounts owed to Juujbox have been paid in full. During any period in which Event Assets are withheld due to non-payment, storage fees and other applicable charges shall continue to accrue.

If Client fails to pay undisputed amounts owed after any notice required by applicable law, Juujbox may exercise any rights and remedies available under law, including enforcing its warehouseman's lien, selling or otherwise disposing of Event Assets in a commercially reasonable manner, and applying the proceeds to outstanding amounts owed by Client. Client shall remain responsible for any deficiency after application of sale proceeds and shall reimburse Juujbox for all reasonable costs of enforcement, including attorneys' fees, lien-sale costs, collection costs, and related expenses. Nothing in this Section limits Juujbox's lien, security interest, or other rights to the fullest extent permitted by applicable law.

Neither party shall be liable for any failure or delay in performance, other than payment obligations, to the extent caused by events beyond that party's reasonable control. Such events may include acts of God, natural disasters, fire, flood, earthquake, severe weather, pandemic, epidemic, war, terrorism, civil unrest, governmental action, labor disputes, strikes, lockouts, work stoppages, supply shortages, transportation disruption, utility failures, communication failures, port delays, customs delays, carrier disruptions, venue restrictions, union labor issues, event cancellations, or other similar events beyond the affected party's reasonable control.

The affected party shall use commercially reasonable efforts to mitigate the impact of the force majeure event and resume performance as soon as reasonably practicable. Force majeure events shall not excuse Client's obligation to pay amounts owed for Services already performed, storage already provided, transportation costs incurred, or other charges accrued before or during the force majeure event.

These Terms and any dispute, claim, or controversy arising out of or relating to these Terms, the Services, any Event Assets, any Order Document, any transaction with Juujbox, or any relationship between the parties shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict-of-law principles. Subject to the arbitration provisions below, the state and federal courts located in San Diego County, California shall have exclusive jurisdiction and venue over any court proceeding arising out of or relating to these Terms, the Services, any Event Assets, or any Order Document. Each party irrevocably submits to such jurisdiction and venue and waives any objection based on improper venue, inconvenience of forum, or lack of personal jurisdiction.

The parties shall first attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to these Terms, the Services, any Event Assets, any Order Document, or any transaction with Juujbox through informal discussions. If the parties are unable to resolve the dispute within thirty (30) days after written notice of the dispute, the dispute shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, unless arbitration is prohibited by applicable law. The arbitration shall be conducted by one arbitrator in San Diego County, California, unless the parties agree otherwise in writing. The arbitrator shall have authority to award only those remedies permitted by these Terms and applicable law, and shall have no authority to award damages or relief excluded or limited by these Terms. Judgment on the arbitration award may be entered in any court of competent jurisdiction. The parties acknowledge that these Terms evidence a transaction involving interstate commerce, and the Federal Arbitration Act shall govern the interpretation and enforcement of this arbitration agreement.

Notwithstanding the foregoing, Juujbox may bring an action in court to collect unpaid amounts, enforce lien rights, protect its intellectual property, seek temporary, preliminary, or permanent injunctive or equitable relief, or enforce rights relating to possession, storage, withholding, release, sale, or disposition of Event Assets. Either party may seek temporary or preliminary injunctive relief in court to preserve the status quo or prevent irreparable harm pending arbitration.

The arbitration and all related submissions, evidence, testimony, and awards shall be confidential, except to the extent disclosure is required to enforce or challenge an award, comply with law, or obtain legal, accounting, insurance, or other professional advice. The prevailing party in any arbitration or court proceeding shall be entitled to recover its reasonable attorneys' fees, costs, and expenses, in addition to any other relief awarded.

To the fullest extent permitted by law, Client and Juujbox agree that any dispute, claim, or controversy shall be brought only on an individual basis and not as a plaintiff, class member, representative, or participant in any class action, collective action, consolidated action, private attorney general action, or representative proceeding. Client expressly waives any right to bring, maintain, participate in, or recover through any class action, collective action, consolidated action, private attorney general action, or representative proceeding against Juujbox. The arbitrator shall have no authority to conduct any class, collective, consolidated, private attorney general, or representative proceeding. To the fullest extent permitted by law, each party waives any right to trial by jury in any court proceeding arising out of or relating to these Terms, the Services, any Event Assets, or any Order Document.

Client acknowledges and agrees that electronic signatures, electronic acceptances, online acknowledgments, emailed approvals, click-through acceptances, order confirmations, and other electronic records may be used to form binding agreements between Client and Juujbox. Client's submission of an order, approval of a quote, acceptance of a service confirmation, use of the Services, access to the Portal, or other electronic acceptance of these Terms constitutes Client's agreement and intent to be bound. The parties agree that electronic signatures and electronic records shall fully have the same force and effect as original signatures and paper records permitted by applicable law, including the Electronic Signatures in Global and National Commerce Act and any applicable state electronic signature laws.

Client may not assign, transfer, delegate, or subcontract any rights or obligations under these Terms without Juujbox's prior written consent. Any attempted assignment or delegation in violation of this Section shall be void. Juujbox may assign, transfer, delegate, or subcontract any of its rights or obligations under these Terms in connection with the operation of its business, the performance of the Services, the use of subcontractors or third-party providers, a merger, acquisition, reorganization, sale of assets, change of control, or transfer to an affiliate or successor.

These Terms, together with any applicable Order Documents, constitute the entire agreement between Client and Juujbox regarding the subject matter addressed herein and supersede all prior or contemporaneous agreements, discussions, proposals, representations, understandings, or communications, whether oral or written. If there is a conflict between these Terms and any Order Document, then subject to the order of precedence set forth in the Orders and Service Requests; Order Documents; Conflicts section, the more specific document shall control. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid, illegal, or unenforceable provision shall be enforced to the maximum extent permitted by law or replaced with a valid provision that most closely reflects the parties' original intent. No waiver of any provision of these Terms shall be effective unless in writing and signed by the party against whom the waiver is asserted. No waiver of any breach or default shall be deemed a waiver of any other breach or default, whether similar or different, and no delay or failure to exercise any right, remedy, or power shall operate as a waiver thereof.

Juujbox may modify these Terms from time to time by posting an updated version on its Website or otherwise making the updated Terms available to Client. Modified Terms will apply only to Services requested, ordered, renewed, or accepted after the effective date of the modified Terms, unless Client expressly agrees otherwise. Modifications will not materially alter the pricing, scope, risk allocation, or liability limitations applicable to an already accepted quote or order unless agreed in writing.

Juujbox may provide notices to Client by email, through the Portal, through the Website, by invoice, by service confirmation, by written communication to the address associated with Client's account or order, or by any other commercially reasonable method. Notices sent by email shall be deemed given when sent, unless Juujbox receives notice that the email was not delivered. Notices sent by mail or courier shall be deemed given upon delivery or attempted delivery. Client may provide notices to Juujbox by email at support@JuuJBox.com or by written notice delivered to Juujbox at its then-current business address listed on its Website or in the applicable service documentation. Client is responsible for maintaining accurate and current contact information with Juujbox.

Any provisions that by their nature should survive expiration, cancellation, or termination of these Terms or any Services shall survive, including provisions relating to payment, taxes, disputed charges, storage charges, warehouseman's lien, disposition of Event Assets, confidentiality, intellectual property, insurance, indemnification, limitation of liability, dispute resolution, class action waiver, governing law, notices, and any accrued rights or obligations.