AGENT MARKETING SERVICES AGREEMENT
This Agent Marketing Services Agreement (this “Agreement”) is made and entered into as of the Effective Date (as defined below) by and between Jucebox LLC, a Florida limited liability company (the “Company”), and the client party specified on the signature page hereto (the “Client” and collectively with the Company, the “Parties”).
The Parties acknowledge that the Client, prior to executing this Agreement, has entered into that certain Affiliation Agreement (the “Affiliation Agreement”) by and among the Client, on the one hand, and the Company’s associate Independent Marketing Organization, being JB Growth Partners LLC, Jucebox Partners LLC, and/or JBP Group LLC, on the other hand (individually and collectively the “Agency”), as further set forth in Article VI hereof.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
ARTICLE I - SERVICE PROVISIONS
Section I.01 Setup Services. Services provided during the Setup Period (as defined below) shall consist of the following (the “Setup Services”):
(a) Training Portal. Access to a digital training and coaching program designed to equip the Client with the necessary knowledge to improve their Sales Skills (the “Training Portal”). The Training Portal shall consist of a comprehensive training course for the user, delivered to the Lead Agent of the Client by granting private access to training via a Company digital software application.
(b) Term Services Setup. The Company will provide setup of the other services included in the Term Services (as defined below) (“Term Services Setup”).
(c) Setup Support. The Company will facilitate three (3) onboarding calls: Welcome Call, Review Call and Pre-Launch Call (collectively, “Setup Support”).
Section I.02 Term Services. Services provided during the Term shall consist of the following:
(a) Agent Shift Services. Services consisting of each of the following (collectively, the “Agent Shift Services”):
(i) Training Portal. The Training Portal will remain available to the Client throughout the Term.
(ii) Coaching. Access to weekly group coaching (“Coaching”). Coaching shall consist of weekly Group Coaching Webinars via Zoom to answer questions and receive coaching and support on individual issues.
(iii) Software. Access to software related to the Services (the “Software”). Software shall consist of the following:
(A) Sales Process & Client Relationship Management tool via the Jucebox CRM (the “CRM”). The Company will provide access for the CRM for the Lead Agent, and the Client acknowledges the requirement and responsibility for using the CRM on a regular basis and agrees to take reasonable action on new sales opportunities by, including but not limited to, managing the sales process, communicating with leads (as defined below) via text messaging and phone calling, and making regular updates to individual contact notes. The Client understands that granting access to the CRM to other parties other than the Lead Agent through the provided log-in information is a breach of this Agreement and, in addition to any other remedies available to the Company, will void any guarantees, including, but not limited to, the “Jucebox Action Based Guarantee”.
(B) Shared Electronic Workspace. The Company may provide access for the Client to a Google Drive (or other similar shared electronic workspace), which may contain certain tools available to be utilized by the Client solely via such Google Drive (or other shared electronic workspace) when working with prospects.
(C) Jucebox Agent Shift Community. The Company will provide the Client access to a private online community for clients to connect, learn, and mastermind with other agents.
(iv) Ongoing Support – Jucebox Support Portal. The Company, through its Jucebox Partners Support Portal, will provide basic support to the Lead Agent, on an as needed basis, via online support portal at the website partners.juceboxny.com or via email using partners@juceboxny.com (the “Primary Support Channels”). Phone support is not available. The Company use commercially reasonable efforts to provide an initial response to any inbound support request, received in the Primary Support Channels, within 2 business days. The Client acknowledges that support requests sent anywhere other than the Primary Support Channels are at risk of being unfulfilled, not being received, or going unnoticed. To ensure that support requests can be addressed by the Company, the Client is responsible for submitting such requests to the Primary Support Channels.
(b) Marketing Services. Under this Agreement, the Lead Agent is required to complete the Training Portal (the “Training Portal Completion”) within 14 days of the Effective Date, such that the Company may commence, on a mutually agreed upon launch date occurring no later than 30 days following the Effective Date (the “Marketing Services Start Date”) providing and managing marketing services to generate exclusive Leads for the Client (the “Marketing Services”, and collectively with the Agent Shift Services, the “Term Services”). The Marketing Services will include:
(i) Marketing Focus
(ii) Marketing Target. Company shall work to generate new sales opportunities (“Leads”) each month (based on ad spend). Lead amounts are based solely on ad spend and current market conditions. Lead amounts are not guaranteed.
(iii) Marketing Targeting. The Company shall maintain control of all marketing targeting parameters and reserves the right to adjust these parameters in its sole discretion.
Section I.03 Prohibited Uses. The following uses of the Services by the Client are prohibited: (a) the use of automated spiders, crawlers, or scrapers, except in connection for inclusion with publicly available web search engine results online (downloading, crawling, or programmatically accessing the Services or the Company’s in any way with the intent to reproduce our information on another website, a content aggregator, or any similar website; (b) using the Services with the intent of modifying, verifying, or compiling records of any kind, or the assessment of taxes by any taxation authority, its employees, or agent; (c) using the Services with the intent of harassing the Company, its users, or any third party; to commit any kind of fraud; to intend to cause any harm to Company, Company’s users, or any third party; or to instigate or participate in a denial of service attack or similar malicious attack directed at Company, its users, or any third party; (d) using the Services with the intent of infringing on the Intellectual Property Rights (as defined below) of any other party; (e) using the Services with the intent of violating any provision of law, rule, or regulation. Such foregoing prohibited uses or suspected prohibited uses may result in an immediate termination of the Services by the Company, without refund.
Section I.04 Dormancy. If during the course of the provision of Services hereunder during the Term, for a period of 7 consecutive days, without prior agreement or arrangement between the Parties, (x) the Client fails to respond to email communication from the Company, and (y) there is no activity from the Client, as measured by activity in the CRM (together, “Client Inactivity”), the Services and the Client’s access to the Company’s platforms will be suspended (a “Dormancy Suspension Period”). During such Dormancy Suspension Period, any unused portion of the monthly Advertising Fees (as defined below) will be forfeited to the Company. If the Client Inactivity continues for an additional 7 consecutive days following commencement of the Dormancy Suspension Period, the Client’s account will be archived (a “Client Account Archiving”), and/or the Company may terminate this Agreement pursuant to Section 2.05(b), in which case all Fees shall be non-refundable, and the Client will forfeit all Deliverables (as defined below). In the event of a Client Account Archiving, a $500 re-activation fee will be required to be paid by the Client in order to reinstate the Services.
ARTICLE II - TERM AND FEES
Section II.01 Effective Date. This Agreement shall become effective upon the date this Agreement is counter-signed by the Client (the “Effective Date”). The Client acknowledges and agrees that (a) if the Lead Agent does not commence the Marketing Services within 30 days of the Effective Date in accordance with Section 1.02(b), this may result in loss of targeting territory and inability to launch the Marketing Services until deemed possible by the Company, and (b) no refunds of Fees will be given in connection with any such failure to commence the Marketing Services (including due to any resulting loss of territory or availability) within 30 days of the Effective Date.
Section II.02 Term.
(a) Setup Period. As used herein, the “Setup Period” means the period commencing on the Effective Date and ending on the Marketing Services Start Date.
(b) Mandatory Service Term. This Agreement shall commence as of the Effective Date and shall continue thereafter for an initial minimum term of Months following the Marketing Services Start Date (the “Mandatory Service Term”).
(c) Subscription Term. On the first day following the Mandatory Service Term, the Client, subject to Section 2.05(a), will be automatically enrolled in an ongoing service subscription known as “Jucebox Growth”, a continuation of the Term Services (the “Subscription”), and the Subscription shall renew automatically on a month-to-month basis, until terminated in accordance with this Section 2.05 (the “Subscription Term” and collectively with the Setup Period and the Mandatory Service Term, the “Term”).
Section II.03 Fees.
(a) The various fees payable in respect of the Services (the “Fees”) are each as set forth and defined on the Service Fees Agreement attached as Exhibit A hereto (the “Service Fees Agreement”), and each of the Fees shall be payable in accordance with the terms, including timeframes, set forth on the Service Fees Agreement as well as the other terms and conditions set forth in this Agreement.
(b) The minimum monthly advertising fee as set forth on the Service Fees Agreement will be collected and spent entirely with advertising platforms (the “Ad Spend”), which Ad Spend shall be solely payable by the Client and not the Company. The advertising platform utilized shall be determined in the sole discretion of the Company.
(c) The total amount of monthly advertising fees collected during the Mandatory Service Term shall not exceed the total Ad Spend by the Company during that term. In the event that all monthly advertising fees collected have been spent by Company on Client’s behalf prior to the end of the Mandatory Service Term, the Company reserves the right to pause all marketing services temporarily, prior to the end of the Mandatory Service Term. In the event marketing services are temporarily paused in accordance with the terms of this section, they shall resume on the next successful billing date when new monthly advertising fees are collected.
(d) When Client continues services beyond the Mandatory Service Term, the Company reserves the right to pause marketing services temporarily, until the next billing date, if the total monthly advertising fees collected over any rolling six-month period exceed the total Ad Spend for that same period.
(e) During the Subscription Term, Company may, upon notice to Client, update the Term Services Fee and/or the Ad Spend set forth on the Service Fees Agreement from time to time in its sole discretion.
Section II.04 NO REFUND POLICY. The Client acknowledges that during the Term, whether or not the Services are used by the Client or the Lead Agent in full, in part, or whatsoever, the Client shall be responsible for all of the Fees set forth on the Service Fees Agreement pursuant to the terms thereof and of this Agreement.
Section II.05 CANCELLATION POLICY.
(a) Termination for Convenience.
(i) The Client acknowledges that the Client may not cancel the Mandatory Services during the Mandatory Service Term unless the Client pays the full amount of the Mandatory Service Fees. The Client also understands that failure to pay such amount in full may result in the reporting of the debt to a Credit Reporting Agency and/or transfer of the Client’s delinquent account to a collections agency until the balance has been paid.
(ii) Either Party may elect for this Agreement to terminate following the Mandatory Service Term by providing the other Party written notice of its intention to terminate at least 30 days prior to the end of the Mandatory Service Term, in which case the Subscription shall not commence. For the avoidance of doubt, the Client may not terminate the Mandatory Service Term for convenience.
(iii) Either Party may terminate this Agreement for convenience and cancel the Subscription during the Subscription Term by providing 30 days’ written notice to the other Party. Further, during the Subscription Term, to the extent the Company then offers one or more alternative subscription services, the Client may cancel the Subscription by providing written notice to the Company that it is electing to utilize such an alternative subscription service (a “Subscription Change”), provided, however, that this Agreement, other than with respect to the Subscription Fees, shall remain in full force and effect following a Subscription Change, and any termination of the new subscription following a Subscription Change shall be subject to the requirements of this Section 2.05. The Client acknowledges that failure to provide the foregoing 30-day written cancellation notice will result in the continuation of billing of the applicable Fees and the Subscription in accordance with this Agreement.
(b) Termination for Cause. The Company may terminate this Agreement upon written notice to the Client if the Client breaches this Agreement and does not cure such breach within 30 days after receipt of written notice of such breach, or if such breach is incapable of cure then this Agreement shall terminate immediately upon such written notice. Notwithstanding the foregoing, the Company may terminate this Agreement before the expiration of the Term immediately and without notice if the Client fails to pay any amount when due hereunder.
(c) Termination of Affiliation Agreement. In the event of a termination or expiration of the Client’s Affiliation Agreement for any reason thereunder, this Agreement shall automatically terminate immediately.
(d) Effect of Termination.
(i) Upon a termination of this Agreement for any reason, (i) the Services will immediately end, and the Client will lose access to all Services, platforms, content, or features available through the Subscription and the Services;(ii) the Company will retain ownership of all data and assets created in and with Company tools and Software as part of Client account(s) and may delete information and data stored in or as a part of Client account(s); and (iii) upon request, at the sole discretion of the Company, the Client may receive an unformatted data file including the basic contact information of the Leads generated prior to a Client request to cancel.
(ii) The rights and obligations of the Parties set forth in this Section 2.05(e) and in Section 2.02, Article IV, Article VII, Article VIII, Article IX, Article X, Article XI, and any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any termination or expiration of this Agreement.
ARTICLE III - PAYMENTS AND BILLING
Section III.01 Payment Method; Authorization; Modification.
(a) The Company shall automatically charge the Fees pursuant to this Agreement to either of the payment methods provided on the Client’s credit card authorization forms set forth on Exhibits B-1 and B-2 (the “Payment Method”)
(b) The Client is responsible for the timely payment of all Fees and for providing the Company with a valid Payment Method for payment of all Fees.
(c) The Client hereby expressly consents to, authorizes and instructs the Company to initiate recurring debit or credit card payments from the Payment Method, for the amounts and on dates owing of all Fees. All Fees will be automatically charged to the Payment Method. The Client acknowledges that it is giving the Company the ability to collect or reverse variable payment amounts from or to the Payment Method, in accordance with the terms of this Agreement.
(d) If the Company is unable to collect any payments because the Client’s Payment Method is declined, in addition to the authorizations above, the Client expressly consents to, authorizes and instructs the Company to charge the Payment Method to collect the total of any such missed payment.
(e) The Client agrees to be bound by any rules that the Client’s debit or credit card issuer requires for pre-authorized debit or credit card transactions. The Client is responsible for all fees charged by the Client’s financial institution associated with any Payment Method.
(f) The Company may change the timing of the Company billings (and if so, the Company shall make adjustments to the Fee amounts charged, as appropriate). In the event the Subscription Term begins on a day not contained in a given month, the Company may bill the Client Payment Method on a day in the applicable month or such other day as the Company deems appropriate. For example, if the Client started the Subscription Services on January 31st, the Client’s next payment date is likely to be February 28th, and the Client’s Payment Method would be billed on that date. The Client renewal date may change due to changes in the Client’s billing date.
Section III.02 Payment Method Updates/Suspensions.
(a) The Client must update its Payment Method with all changes to its credit/debit card information by submitting a ticket and request to do so at partners.juceboxny.com, requesting a secure “Payment Method Update Form”, and submitting the updated Payment Method using the foregoing Payment Method Update Form. Payment Method updates may temporarily disrupt the Client’s access to the Services while the Company verifies the Client’s new Payment Method.
(b) If the Client does not update its Payment Method with changes to its credit/debit card information, and/or if the Company is otherwise unable to successfully charge the Payment Method for Fees due (any of the foregoing conditions, a “Payment Failure”), the Company may charge late fees, revoke or restrict access to all or any of the Services (a “Payment Suspension Period” and together with a Dormancy Suspension Period, a “Service Suspension Period”), delete Client stored content, or terminate this Agreement in accordance with Section 2.05(b), all at the sole discretion of Company and without prior notice to the Client. Any portion of the Advertising Fees left unused as a result of a Payment Failure will be forfeited to the Company, regardless of whether or not the Services are thereafter resumed following a Payment Suspension Period. Further, in event of a Payment Failure, the Client shall remain responsible for any uncollected Fee amounts and authorizes the Company to continue billing the existing Payment Method or any other payment method the Client has provided, as it may be updated, including in the event the Payment Method is automatically updated by the Client credit card issuer with the Company merchant service provider. A Payment Failure and the exercise by the Company of its rights under this Section may result in a change to the payment billing dates for the applicable Fees. If the Company cannot charge the Payment Method, the Company reserves the right, but is not obligated, to deem such event a Payment Failure and determine a Payment Suspension Period.
ARTICLE IV - INTELLECTUAL PROPERTY
Section IV.01 Ownership of Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product and other materials that are delivered to the Client under this Agreement or prepared by or on behalf of the Company in the course of performing the Services (collectively, the “Deliverables”) shall be owned by the Company. The Company hereby grants the Client a limited license to use, during the Term only, the Intellectual Property Rights in the Deliverables on a non-exclusive, non-transferable, non-assignable, and non-sublicensable basis, and only to the extent utilized in connection with the Client’s reasonable use of the Services. The Client acknowledges and agrees that (x) it shall not, except as authorized by the foregoing license, utilize the Company’s Intellectual Property Rights without prior written approval by the Company, and (y) such license shall automatically terminate upon the termination or expiration of this Agreement.
Section IV.02 Client Materials. The Client grants the Company a limited, non-transferrable, perpetual license for Company to use any non-sensitive information, branding, testimonials, and other business materials as marketing materials for the Company’s future endeavors, without prior approval of the Client. Such materials will in no way be used to harm or negatively portray the Client, and shall be used strictly for Company’s own marketing and promotional purposes.
Section IV.03 The Client agrees that the Company has the right to inspect the Client’s use of Company’s Intellectual Property Rights to ensure compliance with Section 4.01 and for quality control, and that the Client will cooperate with such inspection.
ARTICLE V - CONFIDENTIALITY
Section V.01 From time to time during the Term of this Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”), whether orally or in writing and whether or not marked as “confidential”, non-public, proprietary, and confidential information of Disclosing Party (collectively, “Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section 5.01; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; or (c) was in Receiving Party’s lawful possession prior to Disclosing Party’s disclosure hereunder. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s affiliates and its and their officers, directors, managers, employees, independent contractors and advisors who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement, and provided that the Receiving Party shall be responsible for any such party’s breach of this Section 5.01 as if party were a party to this Agreement.
Section V.02 If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other legal remedy.
ARTICLE VI - AFFILIATION AGREEMENT; MINIMUM MONTHLY PRODUCTION QUOTA
Section VI.01 Affiliation Agreement. Throughout the Term, the Client agrees that it shall remain a party to and fulfill its obligations under the Affiliation Agreement, including, without limitation, with respect to its obligations relating to the Agency’s “Pro Pack” or Client individual choice of carriers and contracts as set forth in the Affiliation Agreement. The Client acknowledges and agrees that it is required to satisfactorily contract with the Agency on all Pro Pack or individually agreed upon carrier contracts to satisfy this requirement of this Agreement, and that any Client breach of the Affiliation Agreement shall be deemed a breach by the Client of this Agreement.
Section VI.02 Minimum Monthly Production Quota. During Term, the Client acknowledges and agrees that it is required to meet minimum Production Requirements (as defined and in connection with the Affiliation Agreement) greater than or equal the Total Monthly Marketing Spend (as defined below) divided by 1%. For Example: If the Client’s Total Monthly Marketing Spend is $3,000, the Client will be required to generate a minimum production amount of $300,000.00 in that month, as measured and reported via the Agency pursuant to the Affiliation Agreement.
“Total Monthly Marketing Spend” means (1) the monthly Term Services Fee plus (2) the monthly Ad Spend.
ARTICLE VII - LIMITED WARRANTY OF THE COMPANY
Section VII.01 Company warrants that: (a) it shall use reasonable skill and due care in providing the Services and that none of such Services or any part of this Agreement is or will be inconsistent with any obligation Company may have to third parties; (b) all work under this Agreement shall be Company’s original work and none of the Services or any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any Intellectual Property Rights or other rights of any person or entity; and (c) it shall comply with all applicable laws in the course of performing the Services.
Section VII.02 The Company’s sole and exclusive liability and the Client’s sole and exclusive remedy for breach of Section 7.01 by the Company shall be as follows:
(a) The Company shall use reasonable commercial efforts to promptly cure any such breach; provided, that if the Company cannot cure such breach within a reasonable time (but no more than 30 days) after the Client’s written notice of such breach, the Client may, at its option, terminate the Agreement by serving written notice of termination in accordance with Section 11.01.
(b) In the event the Agreement is terminated pursuant to Section 7.02(a) above, the Company shall within 30 days after the effective date of termination, refund to the Client any Fees paid by the Customer as of the date of termination for the Service or Deliverables, less a deduction equal to the Fees for receipt or use of such Deliverables or Service up to and including the date of termination on a prorated basis.
(c) The foregoing remedy shall not be available unless the Client provides written notice of such breach within 30 days after delivery of such Service or Deliverable to the Client.
Section VII.03 THE COMPANY MAKES NO WARRANTIES EXCEPT FOR THOSE PROVIDED IN SECTION 7.01 AND SECTION 8.01. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED, INCLUDING, WITHOUT LIMITATION, THE COMPANY DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT CLIENT’S USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, AND THE CLIENT AGREES THAT FROM TIME TO TIME THE COMPANY MAY REMOVE THE SERVICES FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
ARTICLE VIII - REPRESENTATIONS AND WARRANTIES OF THE PARTIES
Section VIII.01 Each Party represents and warrants to the other Party that:
(a) such Party, if an entity, is duly organized, validly existing and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization, or chartering;
(b) such Party has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted hereunder, and to perform its obligations hereunder;
(c) if such Party is an entity, the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary company action of the party; and
(d) when executed and delivered by such Party, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.
ARTICLE IX - INDEMNIFICATION
Section IX.01 The Company shall defend, indemnify, and hold harmless the Client and its officers, directors, employees, agents, successors, and permitted assigns (each, a “Client Indemnitee”) from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, “Losses”) awarded against Client Indemnitee in a final judgment arising out of or resulting from any third-party claim, suit, action, or proceeding (each, an “Action”) based on a claim that any of the Services or Deliverables or the Client’s receipt or use thereof infringes any Intellectual Property Right of a third party arising under the laws of the United States; provided, however, that the Company shall have no obligations under this Section 9.01 with respect to claims to the extent arising out of:
(a) any documents, data, know-how, methodologies, software, and other materials provided the Company by the Client, or any instruction, information, designs, specifications, or other materials provided by the Client in writing to the Company;
(b) use of the Deliverables in combination with any materials or equipment not supplied to the Client or specified by the Company in writing, if the infringement would have been avoided by the use of the Deliverables not so combined; or
(c) any modifications or changes made to the Deliverables by or on behalf of any person or entity other than the Company.
Section IX.02 The Client shall defend, indemnify, and hold harmless the Company and the Company’s affiliates and its and their officers, directors, employees, agents, successors, and permitted assigns from and against all Losses arising out of or resulting from any third-party Action arising out of or resulting from (a) any negligent or willful acts or omissions of the Client; (b) the Client’s breach of this Agreement; or (c) a claim that any of the Services or Deliverables or the Client’s receipt or use thereof infringes any Intellectual Property Right of a third party to the extent arising from a circumstance or condition set forth in Sections 9.01(a), (b) and/or (c).
ARTICLE X - LIMITATION OF LIABILITY
Section X.01 IN NO EVENT SHALL THE COMPANY BE LIABLE TO THE CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
Section X.02 IN NO EVENT SHALL THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID TO THE COMPANY PURSUANT TO THIS AGREEMENT IN THE 6-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
ARTICLE XI - GENERAL PROVISIONS
Section XI.01 Notices. Any notice which is required or desired under this Agreement shall be given in writing or email. Email notifications are sufficient provided that (a) the transmitting Party shall request another Party’s acknowledgement that the email was successfully received, and b) the recipient shall promptly acknowledge receipt. If email notice is not used, written notices hereunder must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, such written notice is effective only (x) on receipt by the receiving Party; and (y) if the Party giving the Notice has complied with the requirements of this Section 11.01. Notices shall be addressed as follows (subject to the right to designate a different address by notice similarly given):
If to Company:
Jucebox, LLC
11 Willow St.
Nashville, TN 37210
Email: notices@juceboxny.com
If to Client:
Notice will be sent to the Client’s address set forth on the signature page hereto. If
no business address provided, notice will be sent to the Client’s bill address.
Section XI.02 Entire Agreement. This Agreement, together with the Affiliation Agreement, constitute the entire agreement between the Client and Company, governs the Client’s use of the Services and completely replaces or supersedes all prior negotiations, agreements, representations, and understandings of any kind, whether written or oral, between the Parties with respect to the subject matter of this Agreement.S AGREEMENT IN THE 6-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Section XI.03 Severability. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect
Section XI.04 Amendment. This Agreement may be amended or modified only by written agreement duly executed by an authorized representative of each Party.
Section XI.05 Assignment. The Client shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the Company. Any purported assignment or delegation in violation of this Section 11.05 shall be null and void. No assignment or delegation shall relieve the Client of any of its obligations under this Agreement. The Company may assign any of its rights or delegate any of its obligations to any affiliate or to any party acquiring all or substantially all the Company’s assets without the Client’s consent.
Section XI.06 Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.
Section XI.07 Dispute Resolution; Attorney’s Fees; Other Remedies.
(a) Dispute Resolution. In an effort to resolve any conflicts that may arise, the Client and the Company agree that all disputes between them arising out of, or relating to, the Agreement shall be resolved in accordance with the following procedures:
(i) Special Meeting: The Parties shall first attempt to resolve any differences through business(like negotiations. Either Party may call a special meeting (in person or via teleconference), which shall specify the nature of the dispute to be resolved. This meeting shall be held within an agreed upon date and location. The meeting shall be attended by representatives of the Client and the Company who have authority to resolve the dispute. The Parties shall make a good faith effort to resolve their differences at this meeting.
(ii) Arbitration: If the Parties are not able to resolve the conflict through negotiation within 10 business days of the special meeting, the Parties hereby agree that the dispute shall be settled pursuant to applicable Tennessee state law. The arbitration shall be conducted by a single arbitrator in Nashville, Tennessee, who shall also have the authority to resolve discovery disputes. The arbitrator shall be selected from a panel of retired judges; provided, however, if the list of available retired judges contains less than ten (10) names, the arbitrator may also be selected from a panel of AAA arbitrators consisting of attorneys who have been practicing law for at least twenty (20) years. The arbitrator shall deliver a reasoned, written decision to both Parties and such decision shall be rendered no later than thirty (30) days after the arbitration is completed. Any award rendered thereon may be entered in a court of competent jurisdiction. In the event that the arbitrator orders a Party to pay a sum of money to the other Party, the Party which is so obligated, shall pay a sum to the other Party no later than thirty (30) days after the arbitrator’s final decision is rendered.
(b) Attorney’s Fees. Subject to the dispute resolution provisions set forth above, if any action at law, or in equity, is brought to enforce or interpret the terms of this Agreement or to enforce any obligation owing under the Agreement, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to the attorney’s fees, expert witness fees, and costs incurred by reason of the litigation or arbitration. The amount recoverable includes attorney’s fees and expert witness fees and expert witness’ fees incurred in preparation for or investigation of any matter relating to the litigation or arbitration.
(c) Other Remedies. The Parties acknowledge that breach of any provision of this Agreement may not be reasonably or adequately compensated in damages in an action at law and that such breach may cause irreparable injury and damage to the non-breaching Party. Therefore, the Parties agree that the non-breaching Party shall be entitled, in addition to any other rights of remedies it may have under this Agreement or otherwise, to seek temporary, preliminary and/or permanent injunctive and other equitable relief to prevent or curtail any breach of this Agreement, without proof of actual damages that have been or may be caused by such a breach or threatened breach; provided, however, that no specification in this Agreement of a specific legal or equitable remedy shall be construed as a waiver or prohibition against the pursuing of other legal or equitable remedies in the event of a breach.
Section XI.08 No Automatic Waiver. The failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents a further exercise of the right or remedy or the exercise of another right or remedy.
Section XI.09 Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
EXHIBIT A
Service Fees Agreement
Timing of Fee Payments:
- The Setup Fee, Onboarding Fee, and First Month of the Term Services Fee & Ad Spend shall be due and payable as a one-time payment upon the Effective Date. Any previous deposit paid will be applied toward the balance due on this payment.
- 1 month following the Marketing Services Start Date, and continuing throughout the Mandatory Service Term of total months, the Term Services Fee and the Ad Spend shall be payable in full monthly.
- During the Subscription Term, the Term Services Fee and the Ad Spend shall be payable monthly, commencing on the first day of the Subscription Term.
EXHIBIT B
Lead Agent
The Client is limited to 1 Lead Agent as set forth in Article I of this Agreement.
The Lead Agent, as designated by the Client below, is the individual whose professional information is utilized with respect to the delivery of the Services, including, without limitation: geography, office location, phone number, headshot photo, personal name, business name, and email address. This information is then implemented across multiple components of the Services, such as advertisements, web pages, text & email campaigns, call forwarding, software phone system, and the Training Portal.
Ultimately, the Lead Agent is responsible on behalf of the Client for performing all necessary actions (as further described in the Training Portal), and will be the sole user granted access to Services on behalf of the Client.
Lead Agent Designation Assignment
The undersigned, as an authorized representative of the Client, authorizes and designates as the Lead Agent for the purposes of this Agreement. The Client acknowledges and agrees that the Lead Agent will be responsible for performing all necessary actions (as outlined in Training Portal), and will be the sole user granted access to the Services. The Client further agrees that the Lead Agent cannot be reassigned during the Mandatory Service Term, and, any request for reassignment of the Lead Agent following the Mandatory Service Term is subject to additional setup fees chargeable by the Company.
ACTION BASED GUARANTEE
As long as the Lead Agent satisfies the following list of requirements and SIGNS AND SUBMITS A STANDALONE AND SEPARATE ACTION BASED GUARANTEE DURING ONBOARDING, you will qualify for the Action Based Guarantee (the “Guarantee”). The Lead Agent, as defined in Exhibit C herein, is internally responsible for performing the following actions, as measured exclusively through Jucebox software(s), to achieve success with the Agent Shift Program. As such, this guarantee only applies to the actions of the Lead Agent, who must do the following:
Complete the initial Launch Pad and Success Path Training, along with any applicable Campaign Specific Training modules, within 60 days of receiving training access
Follow the sales process to make a minimum of 6 calls to every lead within 5 business days, and, attempt contact with each lead within 1 business day, as outlined in training (tracked via the CRM Phone, Pipeline Stages, and Notes referencing each call)
Use the Jucebox CRM daily to move prospects through your sales pipeline, take notes on all activities, and record all sales and deal values (via Lead Value updates)
Use the Jucebox CRM Phone to Call every lead as outlined in the training
Use the Jucebox CRM Text Messaging to manually Text with every lead after contact has been made, as outlined in the training
Make an honest commitment to watch all required training, implement the systems, apply all our proven strategies, participate in at least 3 live sales coaching calls per month of either the Sales Coaching or Case Design Calls, and grow your business
Action Based Guarantee Terms. The terms of this Action Based Guarantee will hold the Lead Agent accountable to perform the actions outlined above. The Guarantee requires completion of the Mandatory Service Term and All Payments Due, as outlined in the Service Agreement herein. If the Lead Agent does not follow the process exactly, as measured by regular CRM Account Audits and Client Performance Assessments, this guarantee will be voided. If all of the actions outlined above are followed and you don’t, at minimum, your investment, as measured by the annualized commissions due on applications submitted to underwriting, Jucebox will offer a coaching plan and continue to work with you until you do. This Guarantee applies to the Mandatory Service Term, and not to any subsequent subscriptions.