THESE LICENSE TERMS AND CONDITIONS (“Terms” or “Agreement”) is made effective as of the date signed (the “Effective Date”), between The Wells Partners, LLC and Arizona limited liability company dba ConversionFormula (“Conversion”) and Westmont Living (“Client”). Client and Conversion are referred to herein individually as Party and collectively as Parties.
WHEREAS Conversion has developed the digital marketing product or products set forth on Exhibit “A” attached hereto (collectively, the “Product” or “Services”);
WHEREAS Conversion owns all intellectual property rights in and related to the Product (collectively the “Conversion IP”);
WHEREAS the Conversion IP includes, but is not limited to, Products, all filings, trademarks, servicemarks, designs, logos, copyrights, patents, and other intellectual property rights associated with, related to, derivative of, or based upon, any of the Products.
WHEREAS Conversion desires to grant Client, and Client desires to accept, a license to use the Product for digital marketing services through Client’s internet-based platforms (the “Client Platforms”) as more fully set forth herein.
NOW, THEREFORE, for good and valuable consideration consisting of the mutual covenants and Terms herein contained, the Parties agree as follows:
- Grant of License. Conversion grants to Client, subject to the Terms and conditions hereinafter contained, a revocable license to utilize the Product for digital marketing services through Client Platforms (the “License”). Conversion may grant a License applicable to all, none, or any combination of Conversion Product
- Term. The License is effective as of the Effective Date and continues on a monthly recurring basis, renewing every month on the same Effective Date, unless earlier terminated according to the Terms.
- Payment for License. Client will pay Conversion for the License as set forth on Exhibit “B” attached hereto.
- Royalty Payments. No royalty payments are due under the License.
- Indemnification and Protections.
- Client will assist Conversion to protect Conversion’s rights to the Product and the Conversion IP. Client is not entitled to share in any proceeds received by Conversion (by settlement or otherwise) in connection with any formal or informal action brought by Conversion to protect the Conversion IP.
- Client will fully indemnify, defend, and hold Conversion harmless from any claims, suits, damages, and costs (including attorneys’ fees and expenses) arising out of: (i) any unauthorized use of or infringement of any intellectual property right in connection with the use of the Product or Conversion IP not authorized by these Terms; (ii) the breach by Client of these Terms; (iii) any claimed injury arising out of use of the Product or Conversion IP by Client; and (iv) any claim arising out of or pertaining to the operation of the Client Platforms. This indemnification survives the expiration or termination of these Terms.
- Trademark Notices and Registrations. All Client uses of the Conversion IP must include any notice designations legally required or useful for enforcement of intellectual property rights (e.g., “®” or “TM”).
- Enforcement. Client must take all necessary steps to ensure the enforceability of the License under the laws of the United States of America.
- Quality Control. Client must maintain all services associated with the Product and the Conversion IP, and all related materials and/or goods, at a high-quality standard reasonably acceptable to Conversion. Conversion may terminate the License if Client does not maintain services associated with the Product and/or Conversion IP on the Client Platforms, and all related materials and/or goods, at a high-quality standard reasonably acceptable to Conversion. Conversion has the right to inspect any services, materials, and/or goods associated with the Product and Conversion IP and covered by these Terms at any time during Client’s regular business hours to ensure that they are maintained at a high-quality standard reasonably acceptable to Conversion. To the extent Conversion determines at any time, in its reasonable discretion, any services associated with the Product and/or Conversion IP on the Client Platforms, or any related materials and/or goods are not being maintained at a high quality standard (a “Default”), Conversion may provide written notice of the same to Client (a “Default Notice”). If Client does not fully cure a Default within seven (7) days of the date of a Default Notice, then Conversion may terminate this License upon delivery of written notice of termination to Client.
- Transfer. Client may not assign, sell, sublicense, or transfer in any other manner, this License without the prior written consent of Conversion, which consent may be withheld by Conversion in its sole and absolute discretion. Except as specifically set forth below, any attempted transfer without Conversion’s prior written consent is a breach of the License and void.
- Goodwill. The publicity and goodwill associated with the Product and Conversion IP has great value and Client acknowledges that such goodwill belongs exclusively to Conversion. Client acknowledges that the Conversion IP owned by Conversion has acquired secondary meaning in the minds of the purchasing public.
- Specific Undertakings of Client. During the term of the License, Client will not:
- Acquire any rights in the Product or Conversion IP as a result of its use of the Product – all use of the Product and Conversion IP will inure to Conversion’s benefit;
- Directly or indirectly attack Conversion’s rights to the Conversion IP;
- Attack the validity of the License, or use the Product or Conversion IP in any manner other than as licensed hereunder; or
- Disclose any confidential, private, restricted or other nonpublic information concerning Conversion which it may become privy to during the term of these Terms.
- Revocation. The occurrence of any one or more of the following events will serve to immediately terminate the License:
- A governmental agency or court of competent jurisdiction determines or declares a Client service, material, or good using the Conversion IP fails to comply with a law or regulation;
- Client attempts to transfer the License without Conversion’s prior written consent;
- Client utilizes the Product or Conversion IP in any manner not directly related to the Client Platforms; or
- Client: (1) makes any assignment of the Conversion IP for the benefit of creditors or under any bankruptcy law; (2) ceases to own and operate any Client Platforms; (3) files or has filed against it any petition under the bankruptcy or insolvency laws of any jurisdiction; (3) has a receiver or trustee appointed for its business or property; or (4) is adjudicated bankrupt or insolvent. In the event the License is terminated under this paragraph, neither Client nor its receivers, representatives, trustees, agents, administrators, successors, and/or assigns have any right to sell, transfer, hypothecate, license, acquire, exploit, or use the Product or Conversion IP.
- Commitments. Upon agreeing to engage in our services, a minimum commitment period of twelve months is required by ConversionFormula. This commitment allows us to fully implement our strategies and ensures you can see tangible results from our work.
- This twelve-month period begins from the date of agreement and continues for twelve full calendar months. After the initial commitment period, services will renew according to this same commitment for another twelve months
- Client may cancel services after six full months of the initial agreement date, if properly requested according to the Cancellation terms below. Any cancellation earlier than six months may result in fees, as outlined in our cancellation policy. Our commitment to providing top-quality service is unwavering, and this policy ensures we can offer the dedication and resources your project deserves.
- Conversion Tools. Upon subscribing to Conversion’s Conversion Tools, the Client agrees to the following terms:
- The tools included in the Conversion Tools plans shall be as set out on https://theconversionformula.com/ or the corresponding service page and shall be correct at the time this agreement is signed.
- Any assets provided by the Client for utilization of the Conversion Tools will retain their original ownership. Conversion does not claim ownership or rights over these assets.
- Client is solely responsible for ensuring that all assets do not infringe upon any third party’s intellectual property rights.
- Conversion reserves the right to modify, suspend, or discontinue the Conversion Tools, temporarily or permanently, with or without notice.
- Conversion Tools and all related processes, strategies, and materials are proprietary IP of Conversion, protected under copyright laws, trade secret laws, and other intellectual property laws. Unauthorized use, duplication, or replication of the Conversion Tools is strictly prohibited and may result in legal action.
- SEO. Upon subscribing to Conversion’s SEO Product, the Client agrees to the following terms:
- SEO service is a long-term strategy and not a quick fix for low traffic/leads. Before signing up, it’s important to understand that the results of SEO efforts in any circumstance depend on numerous individual factors and may vary greatly from one business to another. Our goal is to help you capture traffic for your own brand name to establish a strong online presence for sustainable traffic growth over time, which may not be noticeable immediately.
- Due to the volatile nature of SEO, Conversion reserves the right to adjust SEO strategy at any time without notice to client in an effort to stay ahead of industry requirements and trends.
- Client acknowledges that SEO involves inherent uncertainty due to the complexity and constant evolution of search engine algorithms. Therefore, Conversion does not guarantee specific outcomes or results.
- Client is responsible for providing accurate, complete, and current information about their business for the purpose of SEO services.
- Conversion’s SEO strategies and processes are proprietary IP, protected under copyright laws, trade secret laws, and other intellectual property laws. Unauthorized use, duplication, or replication is strictly prohibited and may result in legal action.
- Website. Conversion agrees to develop a new, custom-built WordPress website (“Website”) for the Client to be hosted on the domain provided by Client. The website development process may include, but is not limited to, design, coding, scripting, integration of provided content, performance optimization, SEO optimization, testing, and launch. This development project will include the addition of all Westmont Living communities to be hosted on their own individual location landing pages.
- Ownership of the Website created by Conversion remains with the Client. This does not include any Conversion IP such as Conversion Tools. Any assets provided by Client such as images, text, branding, will always remain in the sole ownership of the Client.
- Reasonable Edits
- Conversion agrees to provide reasonable edits to the Website for the duration of the Client’s engagement with Conversion. Reasonable edits are defined as minor modifications to the Website sections including but not limited to content, images, and branding. Major structural or design alterations may be subject to additional fees as they fall outside the scope of regular maintenance and are akin to a separate web development project.
- Access & Self Edits
- Upon completion of the Website, Conversion will send Website backend access to Client so that Client can independently make changes at any point. Client reserves the right to make changes independently, or by hiring a 3rd party.
- Conversion will host the Website on its world-class hosting servers, designed specifically to optimize the performance, speed, and security of WordPress sites. In the event of Client termination, Conversion will provide the necessary site files for the Client to transfer hosting to a platform of their choice. Beyond providing the necessary site files, Conversion is not responsible for handling or assisting in the process of transferring the hosting service in the event of Client termination. Conversion reserves the right to decide how the Website will be hosted, and to change hosting platforms/methods at any time without notice to the Client.
- Cost and Payment Terms
- The total cost for the custom development of the Website is $5,000. This cost includes the development of the Website, the addition of all Westmont Living’s communities, each hosted on their own individual location landing pages.
- Payment can be made via bank transfer, credit card, or company check. An invoice will be issued to the Client detailing the cost breakdown, and payment is due within 30 days of the invoice date unless otherwise specified. Late payments may be subject to late fees.
- In the event that the scope of the project changes, additional costs may be incurred. The Client will be informed in advance and approval will be sought before any additional costs are added.
- Ralience. Upon subscribing to Conversion’s Ralience services, the Client agrees to the following terms:
- Conversion reserves the right to modify, suspend, or discontinue the Ralience service, temporarily or permanently, with or without notice.
- Client is solely responsible for ensuring that all data and information provided for the purpose of using Ralience is accurate, complete, and current.
- Client understands that Ralience is a tool built upon the software backbone of an external platform, GoHighLevel. The software has been extensively customized and optimized by Conversion to provide a unique and superior user experience.
- Ralience Phone Usage Rebilling.
- In order to utilize the phone capabilities (calls, SMS) within Ralience, Client agrees to be charged monthly in addition to the original Product subscription in direct correlation to the level of their usage.
- The cost of Ralience Phone Usage Rebilling changes in accordance to the current price of phone numbers, SMSs, and phone calls. Due to this ever changing nature of the rebilling cost, the rebilling price and Payment shall be as set out on https://theconversionformula.com and shall be correct at the time of you placing the order, but will continue to update as the cost of messaging changes.
- These rebilling charges may appear in bundles of $10, which will go towards any SMS or Phone Calls made in Client’s Ralience account, at which time another $10 will be rebilled when those credits run out.
- Any elements of Ralience, including but not limited to tools, strategies, and processes, provided by Conversion remain the sole property of Conversion and may not be replicated, duplicated, or used in any way without explicit written permission from Conversion. Unauthorized use, duplication, or replication of Ralience is strictly prohibited and may result in legal action.
- Google Ads. Upon subscribing to Conversion’s Google Ads services, the Client agrees to the following terms:
- Client understands that Google Ads involves inherent uncertainty due to the complexity and constant evolution of Google’s algorithms and policies. Conversion does not guarantee specific outcomes or results.
- Client is responsible for providing accurate, complete, and current information about their business for the purpose of Google Ads services.
- Client understand that the listed price for Google Ads services does not include the monthly Ads budget. This budget is to be determined and funded into the corresponding Ad account(s) by the Client.
- Conversion’s Google Ads strategies and processes are proprietary IP, protected under copyright laws, trade secret laws, and other intellectual property laws. Unauthorized use, duplication, or replication is strictly prohibited and may result in legal action.
- Cancellation & Refunds. All Conversion Products require a 30 day cancellation notice before billing can be terminated. Client may cancel Product subscription at any time by contacting Conversion using the contact information provided below
- In the event that Client cancels Conversion services, this immediately constitutes License termination, in accordance with the 30 day cancellation notice. However, if Client cancels services within their Commitment as outlined above, Conversion retains the right to continue charging Client throughout the remainder of the Commitment period, while still terminating all services in accordance to Client’s request to cancel. Conversion may charge the remaining balance as a single charge, or continue charging Client normally in accordance to monthly/yearly payment dates.
- In the event of Product cancellation, either by Client, Conversion, or any other Terms listed, Client agrees to immediately relinquish all usage of Conversion IP included in the Product. This includes but is not limited to, Conversion Tools, Ralience, Email Sequences, SMS Sequences.
- If Client chooses to only cancel some Products and keep other Products that have already been subscribed to, Client’s monthly/yearly billing will be updated to decrease in direct correlation with the current price of the Products that were canceled.
- If Client chooses to pay for Conversion services via the “Yearly” payment option, Client is agreeing to submit payment once for an entire year’s worth of services upfront and forfeits the right to receive a refund for any remaining credited amount if Client cancels Conversion services before a full year has passed.
- If a refund is given, only the full amount received by Conversion can be refunded – which does not include any payment processing fees by Stripe or other payment processors.
- SEO & Google Ads
- In the event of service cancellation, Conversion reserves the right to delete/remove/alter any of the including but not limited to: Website optimization, Listings, GBP Optimization, etc.
- Due to the unpredictable nature of Search Engine Optimization (SEO), no refunds for any past or future charges will be given. Conversion reserves the discretion to issue refunds on a case by case basis.
- Conversion Tools
- In the event of Conversion Tools service cancellation, Conversion reserves the right to delete/remove/alter the provided Conversion Tools. Upon cancellation, the Conversion Tools will be disabled and will no longer be active.
- Upon cancellation, Client will immediately be revoked access to Ralience and a list of contacts will be sent to Client. No other information from Ralience will be sent to Client.
- In the event of Product subscription cancellation, Client retains ownership of the Website. Please refer above for the definition of “Ownership”. Conversion will no longer host the Website, resulting in the Website being inaccessible.
- Conversion cancellation contact information: email@example.com
- Right to Change. Conversion possesses the right to change any aspect of the Product at any time without notifying Client to account for rapid changes in digital marketing tactics and requirements.
- Conversion’s right to change applies to, but is not limited to, Product description, execution method, timing, and price (price must be agreed upon by both Client and Conversion).
- Case Study Usage. Conversion may use the services provided to Client as examples of our work, including but not limited to, Client’s website, Ralience account, and conversion tools, in promotional materials or on Conversion’s website. Conversion will never disclose any sensitive or personal information, and will only use information that is already publicly available. By agreeing to these Terms of Service, Client acknowledges and consents to Conversion’s use of their services as examples in promotional materials.
- Referral Partner Program. The Conversion Referral Partner Program is a unique opportunity designed for our valued clients. This initiative provides a beneficial avenue for clients to earn a steady income stream simply by referring new customers to Conversion. Once admitted to the Program, clients receive a 25% monthly commission on the subscription fees of their referred customers, for as long as the referred customer remains active with Conversion.
- Program Admission: Entry into the Referral Partner Program (“Program”) is not automatic. Although having a Conversion subscription can provide benefits, it does not automatically enroll the client in the Program. Admission into the Program is granted after a separate application and review process.
- Commission Structure: Once admitted to the Program, for each new customer a client refers to Conversion who purchases a subscription, the client will receive a 25% commission of the subscription fee every month for the duration of the customer’s active subscription. This means as long as the customer remains a Conversion subscriber, the client will continue to earn monthly commission on that subscription.
- Cancellation Policy: Should the referred customer cancel their subscription at any point, the associated monthly commission will cease from that point forward. No commission is earned on cancelled subscriptions.
- Cookie Window: Conversion offers a generous 90-day cookie window. This means if someone a client refers to Conversion purchases additional products within 90 days after initially signing up through the referral link, the client will earn commission for those additional sales.
- Payment Processing: All commissions are paid on a monthly basis through Wise (www.wise.com) and are subject to any applicable tax laws. It is the client’s responsibility to understand and adhere to their local tax laws.
- Conduct: Clients participating in the Program are expected to promote Conversion in a manner that maintains the integrity and reputation of our brand. Any dishonest or unethical behavior may result in removal from the Program.
- Program Changes: Conversion reserves the right to change the terms of this Program at any time. Notice of any changes will be provided to Program partners.
- Program Termination: Either party may terminate this agreement at any time. Upon termination, all unpaid commissions will be paid to the client within 60 days of termination.
- Agreement: By joining the Program, the client agrees to these terms and conditions. Violation of any terms can result in removal from the Program and forfeiture of any unpaid commissions.
- Waiver. In further consideration for the granting of the License, Client waives all claims to and right in the Product or Conversion IP not specifically set forth herein, past, present, and future. Client affirmatively acknowledges: (1) Conversion owns and has actual control of the Product and Conversion IP, and (2) the License is limited to use on Client Platforms.
- Notices. Unless otherwise expressly provided herein, any notice to be given under these Terms are sufficient if it is in writing and hand-delivered or delivered by certified or registered mail to the Party at the address set forth after the Party’s signature on these Terms. All notices are deemed received three (3) days after the notice is sent as set forth above. Either party may change their notice address by giving written notice of change of address to the other Party in the manner set forth in this Section.
- No Partnership. These Terms do not constitute and are not construed as constituting an agency, partnership, or joint venture relationship between Conversion and Client. Client has no right to bind or obligate Conversion in any manner whatsoever, and nothing contained in these Terms give any rights of any kind to any third-persons.
- No Assignment of Rights; Reservation of Rights. These Terms do not constitute and are not construed as an assignment of any right, title, and interest in and to the Conversion IP. Conversion retains all right, title, and interest in and to the Product and Conversion IP. Any and all rights not explicitly granted under these Terms are expressly reserved by Conversion.
- Time is of the Essence. Time is of the essence for each and every term, condition, obligation, and provision hereof.
- Mutual Representations and Warranties. Each Party represents and warrants to each other as follows:
- Each Party has received or had the opportunity to receive independent legal advice from attorneys of his, her, or its choice with respect to the advisability of entering into these Terms and understands that Galbut & Galbut, P.C., is the counsel for Consultant, and does not represent Client;
- Except as expressly stated in these Terms, no Party has made any statement or representation to any other Party regarding any fact, which statement or representation is relied upon by any other Party in entering into these Terms. In connection with the execution of these Terms or the negotiating of the Terms provided for herein, no Party to these Terms has relied upon any statement, representation, or promise of any other Party not expressly contained herein;
- these Terms are contractual and are the result of negotiation among the Parties;
- these Terms have been duly and validly authorized, executed, and delivered by the Parties, and no other action is required for the valid and binding execution, delivery and performance of these Terms by the Parties. No consents or waivers of or by any third party are necessary to permit the consummation by the Parties of the transactions contemplated pursuant to these Terms; and
- these Terms have been carefully read by the Parties and the contents thereof are known and understood by the Parties. these Terms are signed freely by each Party, with the requisite power and authority to do so.
- Waiver of Breach. The waiver by either Party of due performance of, or compliance with, any provisions of these Terms do not operate and is not construed as a waiver of due performance or compliance by the other Party thereafter.
- Severability. In the event any provision of these Terms are held to be void, voidable, or unenforceable, the remaining provisions remain in full force and effect.
- Attorneys’ Fees. The prevailing Party in any litigation, arbitration, or other proceedings arising out of these Terms will be reimbursed by the other Party for all costs and expenses incurred in such proceedings, including reasonable attorneys’ fees.
- Governing Law. These Terms are governed by the laws of the State of Arizona.
- Arbitration. Any dispute, claim, or controversy that arises under or relates to these Terms and not able to be resolved by good faith negotiation must be submitted to binding arbitration and such arbitration will be governed by the Terms of Exhibit “C” attached hereto, except that Consultant may initiate an action in a court of competent jurisdiction to enforce or seek injunctive or equitable relief regarding the restrictive covenants set forth herein.
- Entire Terms, Modification. This document constitutes the entire Terms of the Parties relating to the subject matter hereof. No waiver change or modification of any of the Terms hereof or extension or discharge of these Terms is binding on either Party unless in writing. No amendment of these Terms is binding on either Party unless both Parties consent in writing.
- Counterparts; Signatures. These Terms may be executed in one or more counterparts, each of which when executed and delivered is an original, and all of which when executed constitute one and the same instrument. Any Party may deliver its signed or check marked counterpart of these Terms to the other Party by online submission, electronic mail, or facsimile transmission and such delivery will have the same force and effect as an original signature and is deemed made upon receipt of such electronic or facsimile transmission by the other Party.
IN WITNESS WHEREOF, the Parties have executed these Terms as of the day and year first above written.
DESCRIPTION OF SERVICE(S) & LICENSE(S)
- Website Development
- Website Management
- Traffic (Local SEO, SEO, Content)
- Google Ads
- Conversion Tools
- Automated Messaging
PAYMENT FOR LICENSE
Payment terms are based upon Client having a minimum of nineteen (20) communities engaging Conversion for the services outlined in this agreement. Client will pay Conversion a total of $5000 as a one-time cost for Website Development as well as an ongoing monthly fee for the License & Services as follows:
Traffic (Local SEO, SEO, Content)
Conversion Tools + Automated Messaging
TOTAL PER MONTH PER COMMUNITY
- Scope. Any Dispute (as defined below) is governed exclusively by the provisions of this Exhibit. The provisions of this Exhibit do not preclude Conversion from seeking, or a court of competent jurisdiction from granting, a temporary restraining order, temporary injunction, or other equitable relief for any breach of: (i) any confidentiality covenant or restrictive covenant in the Terms; or (ii) any duty, obligation, covenant, representation, or warranty, the breach of which may cause irreparable harm or damage to Conversion.
- Written Notice. In the event there is a claim, controversy, dispute, or disagreements between or among any of the Parties arising out of or relating to the Terms (each, a “Dispute”), written notice of the Dispute must be sent to all the Parties pursuant to the notice provision in the Terms (a “Dispute Notice”). The Dispute Notice must set forth the sending Party’s position regarding the Dispute and demanded course of action from the other Party. The Parties must engage in good faith negotiation to attempt to resolve the Dispute. In the event the Parties are unable to resolve the Dispute through negotiation within thirty (30) days after the Dispute Notice, the Parties must proceed to Arbitration as set forth below.
- Arbitrators. The Parties will select an arbitrator of the Dispute as follows: Client will select one arbitrator; Conversion will select one arbitrator; and the two arbitrators so chosen will mutually select a third arbitrator. Each arbitrator selected must be a lawyer or retired judge impartial, independent of all Parties, and experienced in the matters or actions similar to the Dispute. The third arbitrator chosen will be the sole arbitrator to hear and decide all Disputes (the “Arbitrator”). If either of the Parties fails to select an arbitrator within twenty (20) days after the end of the thirty (30) day negotiation period, the arbitrator selected by the other Party will be the Arbitrator. If the Parties’ arbitrators fail to select a third arbitrator, then the American Arbitration Association will select the Arbitrator to hear the Dispute subject to this Exhibit.
- Applicable Rules.
- Each arbitration hearing must be held at a place in Maricopa County, Arizona. The arbitration must be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association to the extent such rules do not conflict with the provisions of this Exhibit. The decision of the Arbitrator must be reduced to writing and is binding on the Parties. Judgment upon the award(s) rendered by the Arbitrator may be entered and execution had in any court of competent jurisdiction or application may be made to such court for a judicial acceptance of the award and an order of enforcement. The charges and expenses of the Arbitrator will be shared equally by the Parties.
- The arbitration will commence within thirty (30) days after the Arbitrator is selected. The Arbitrator may consider such matters as, in the opinions of the Arbitrator, are necessary or helpful to make a proper decision. The Arbitrator may consult with disinterested third parties to advise the Arbitrator. The Arbitrator may add any interest factor reflecting the time value of money to the amount of any award. The Arbitrator may not award punitive damages. The Arbitrator must issue a written opinion setting forth the finding of facts and the basis for the decision, including an identification of the prevailing party for the purpose of an award of attorneys’ fees and costs.
- As to the resolution of a Dispute, no lawsuit based on the Dispute may be instituted by any Party, other than to compel arbitration proceedings, enforce the award of the Arbitrator, or obtain injunctive or other equitable relief.
- All privileges under state and federal law, including attorney-client and work-product privileges, will be preserved and protected to the same extent that such privileges would be protected in a federal court proceeding applying state law.
- The Arbitrator may award expenses of the Arbitration and attorney’s fees of the parties as he, in his discretion, determines to be just.