Terms of Service
Last Updated on August 27, 2021

These Terms of Service are effective as of the Effective Date of May 24, 2021 by and between Jucebox LLC (the “Company”), and the Client as defined elsewhere (collectively, the “Parties”). 

ARTICLE I - Service Provisions

1.1 Preemptive Advantage™. The Preemptive Advantage Program is an exclusive lead service and sales conversion system. The service shall be delivered in three (3) parts. On a monthly basis, and in exchange for all fees as defined in the Agreement, the Client, limited to one lead agent (the "Lead Agent”) per campaign, will receive (i) a digital advertising campaign that generates exclusive leads for the client (the “Campaign”), (ii) a Sales Process Management & Software tool, and (iii) a digital training and coaching program designed to equip the Client with the necessary knowledge to get the most out of the services (the “Training Portal”) (collectively, the “Service” or “Services”). Details of the Campaign include:

1.2 Campaign Lead Target. The Company shall build, deploy, and manage the performance of a digital advertising campaign to generate leads for the client (the “Campaign”). Company shall work toward a target range of 25-50 new sales opportunities (“Leads”) each month (based on minimum ad spend). Lead amounts are based solely on ad spend and current market conditions. Lead amounts are not guaranteed.

1.3 Campaign Targeting. The Company shall maintain control of all targeting parameters, and reserves the right to adjust these parameters at their sole discretion.

1.4 Training Portal. The Training Portal shall consist of the following: 

                     (a) Onboarding Calls. The Company will facilitate three (3) onboarding calls up to 1 hour per call, up to 3 hours in total:
                         i. Welcome Call
                         ii. Campaign Review Call
                         iii. Pre-Launch Call
                   
                     (b) Comprehensive Digital Training Course. The Company shall provide a comprehensive training course for each user, delivered to the Client by granting private access to at least 4 hours of training at https://training.juceboxny.com. The Client acknowledges they must satisfy all training requirements prior to the Company launching the Client’s Digital Advertising Campaign. 

                     (c) Support Portal (“Support”). The Company will provide basic support to the Lead Agent, on an as needed basis, via online support portal at the website support.juceboxny.com or via email using support@juceboxny.com (the “Primary Support Channels”). Phone support is not available. The Company will make reasonable and best 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 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.

1.5 Sales Management and Conversion Software. The Company will provide access for the Client to the Jucebox Customer Relationship Management (the “CRM”) software for one user. The Client acknowledges the requirement and responsibility for using the software 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 via text messaging and phone calling, and making regular updates to individual contact notes. The Client understands that granting access to other parties through the provided log-in information is not permissible and will void any guarantees including but not limited to the Jucebox Action Based Guarantee.

ARTICLE II – Term and Fees

2.1 Effective Date. The effective date of Services is the date when the Agreement is signed by the Client (the “Effective Date”)

2.2 Campaign Start Date. The Campaign Start Date is the date when the Campaign is launched.

2.3 Setup Period. The Client’s setup period is the time period from the Effective Date, or the date on which the first payment under the terms of the Agreement is received, whichever is first, until the day before the Campaign Start Date (the “Setup Period”). During this time period the Company will set up the Client Campaign, Training Portal access, and complete onboarding calls as outlined in Article I.   

2.4 Term. The Client agrees to a minimum service term of 3 Months beginning immediately on the Campaign Start Date (the “Mandatory Service Term”) and to pay the Mandatory Service Term fees as described in this Article. Mandatory Service Term must be continuous from the Campaign Start Date for 3 Months without interruption from pausing: Services, Campaign, Lead Generation, or otherwise, as a result of client request and/or failed/delinquent payments on Client account. After the conclusion of the Mandatory Service Term, the Service shall renew automatically on a subscription, month-to-month basis, unless canceled under the terms of the Agreement (the “Term”), and as further specified in this Article.

2.5 Fee Structure. Preemptive Advantage and/or Jucebox Growth Service fees are structured in two (2) parts and billed as a combined payment. Any Advertising Fee (the “Ad Spend”), above and beyond the minimum required, is billed separately in conjunction with the existing billing cycle.
          i. Program Fee. The Program Fee covers management and ongoing maintenance of the digital marketing campaign, use of the CRM, web based technical support, and the Training Portal
          ii. Advertising Fee. Covers advertising dollars, collected and spent entirely with advertising platforms. The advertising platform utilized is determined solely by the Company.

2.6 Fees.
                     (a) Setup Fees.
The Client shall pay for the initial setup of the Campaign, CRM, and onboarding process (the  “Setup Fee”) as a one-time payment.

                     (b) Program Fee.
The Client shall pay the Jucebox Preemptive Advantage monthly program fee.

                     (c) Minimum Advertising Fee.
The Client shall pay a minimum Advertising Fee to be collected and spent entirely with          advertising platforms. Ad spend and the associated cost is the sole responsibility of the          Client. The Client accepts responsibility for this monthly minimum Ad spend.

                     (d) Mandatory Service Term Fees.
The Client shall pay for the Mandatory Service Term of the Preemptive Advantage™.

                     (e) Subscription Fees. 
The “Client Subscription Fees” begin billing on the last day of the  Mandatory Service Term and continue every month thereafter unless or until canceled according to the terms of the Agreement. This monthly subscription fee will continue to be comprised of (i) The Program Fee, (ii) The Minimum Advertising Fee, and (iii) Any Additional Ad Spend agreed upon.

 2.7 No Refunds. Client acknowledges that even if Services are not used in full, in part, or whatsoever, Client shall be responsible for all fees, including but not limited to, subscription(s), minimum ad spend, and any other fees associated with setup, additional ad spend, or the Mandatory Service Term, until the Client has satisfied the Mandatory Service Term or, until the Client cancels the Subscription, as defined in the Agreement, or the Agreement is otherwise terminated.

2.8 Subscription.
                     (a)     Upon completion of the Mandatory Service Term, the Client will be automatically enrolled in an ongoing service subscription known as “Jucebox Growth.” Jucebox Growth (the “Subscription”), a continuation of Preemptive Advantage services, will renew monthly, (i) unless a new term is agreed upon and a new service agreement is signed, (ii) the subscription service is downgraded to another available option (details at support.juceboxny.com), OR (iii) the Client has provided a 30 day written cancellation notice prior to the conclusion of the Mandatory Service Term. For example, if Client does not wish for the Subscription to begin after the Mandatory Service Term, Client must notify Company of its intention to cancel or change the Subscription no later than 60 days after the Campaign Start Date. Any change in service is subject to current terms, pricing, and territory availability.

                     (b)     The Subscription begins automatically, on the final day of the Mandatory Service Term. For example, if the Mandatory Service Term is three (3) months, the Subscription begins on the same day of the Campaign Start Date in the fourth (4th) month. Unless otherwise specified in the Agreement, each billing cycle is one month in length. For example, if Client Campaign Start Date is January 4 then the subscription will begin on April 4.  

                     (c)     Automatic Renewal. The Subscription automatically renews each month, without notice, and Company will automatically bill the monthly subscription fee in advance to the Client’s Payment Method each month, until the Client Subscription is cancelled or terminated. If the Client upgrades to a different subscription, all such subscriptions will be governed by these Terms and will continue indefinitely until canceled or terminated.

                     (d)     Subscription Lead Target.  The Company shall continue to manage the performance of the Campaign to generate leads for the client. Company shall work toward a target range of 25-50 new sales opportunities (“Leads”) over every monthly billing cycle in which the Client’s subscription is active and in good standing (based on minimum ad spend). Lead amounts are based solely on ad spend and current market conditions. Lead Amounts are not guaranteed.
  
                     (e)      Modifications. The Company may change the timing of Company billing (and if so, the Company shall make adjustments to the amounts charged, as appropriate). In the event the Client Service Subscription 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 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 billing date.

2.9 Cancellation Policy.

                     (a) If the Client wishes to cancel the Subscription, Client may do so exclusively by informing the Company with a written notice (the “Cancellation Notice”), a minimum of 30 days prior to that date the Client is requesting to cancel the Services. For example, if the client wishes to cancel Services on July 1, the Client must provide a Cancellation Notice no later than June 1, 30 days prior to July 1.
 
                     (b) THE CLIENT ACKNOWLEDGES THAT CLIENT MAY NOT CANCEL SERVICES DURING THE MANDATORY SERVICE TERM UNLESS CLIENT PAYS THE FULL AMOUNT AS SET FORTH IN THE MANDATORY SERVICE TERM PAYMENT SCHEDULE SUMMARY SET FORTH IN THE SUMMARY OF SERVICES AND PAYMENTS. The Client also understands that failure to pay the full amount for the agreed upon Mandatory Service Term may result in the transfer of the account to a collections agency until the balance has been paid.     

                     (c) The Client acknowledges that failure to provide a 30-day written Cancellation Notice will result in continuation of billing AND THE SUBSCRIPTION in accordance with THE Agreement. 

                     (d) If agreed upon by both parties, any changes made to the Payment Method, fees paid, payment schedule, or similar will take effect 30 days after written notice was sent and marked as received as confirmed by the Company. Confirmation of receipt of such notice shall be provided by the Company in writing, to the Client. The cancellation will take effect the day after the last day of the current subscription period. The Company does not provide refunds or credits for any partial subscription periods.
 
                     (e) Effects of Cancellation. (i) Delivery of the Preemptive Advantage Lead Service and Sales Conversion System will end. Access to all Preemptive Advantage platforms, including but not limited to, the CRM and Training Portal will be revoked and no additional Leads will be generated; (ii) Company 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 and the subsequent written notice was given.

                     (f) Cancellation of Subscription. Unless otherwise specified in the Agreement, Client shall continue to have access to Services through the end of the Client’s current prepaid monthly subscription cycle. If Client cancels the Subscription or it is terminated for any reason, Client shall lose access to all Services, platforms, content, or features available through the Subscription and the Services thereof.

2.10 Termination by Company. Company may terminate Services to Client on 30-day’s notice, at any time, for any reason, at the sole discretion of Company; or immediately, with no notice, if Company believes Client has breached a material term of the Agreement, or threatens to breach such a term, or if Company is required to terminate the Services by operation of law, or as may otherwise by specified in the Agreement.

ARTICLE III – Payments and Billing

3.1 Payment Method. (a) Company shall automatically charge, on a recurring basis, or as defined elsewhere, the fees for the Services as described in the Agreement, to the payment method provided on the Client’s credit card authorization form (the “Payment Method”), (b) THE CLIENT IS RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES AND FOR PROVIDING THE COMPANY WITH VALID CREDIT CARD OR PAYMENT ACCOUNT DETAILS FOR PAYMENT OF ALL FEES. If the Company is unable to successfully charge the Payment Method for fees due, the Company may revoke or restrict access to Services, including but not limited to, Training Portal access, CRM access, Support Portal and Knowledge Base access, and delete Client stored content, or terminate Client account(s), all at the sole discretion of Company and without prior notice to Client. Any portion of the monthly Client Advertising Fee left unused as a result of restricted access due to late or untimely payment will be forfeited to the Company, regardless of whether or not services are resumed.
 
3.2 Payment Method Updates. The Client may update their Payment Method by submitting a ticket and request to do so at support.juceboxny.com, requesting a secure “Payment Method Update Link,” and submitting the updated Payment Method using the aforementioned URL. Payment Method Updates, may temporarily disrupt the Client’s access to Services while the Company verifies Client new payment information. If a payment is not successfully settled due to expiration, insufficient funds or otherwise, the Client, shall remain responsible for any uncollected amounts and authorizes the Company to continue billing the Payment Method or any other payment method the Client has provided, as it may be updated, including in the event the Client Payment Method is automatically updated by the Client credit card issuer with the Company merchant service provider. This may result in a change to your payment billing dates. If the Company cannot charge the Client Payment Method, the Company reserves the right, but is not obligated, to terminate Client access to Services or any portion thereof.

3.3 Payment Authorization. The Client hereby expressly consents to, authorizes and instructs the Company to initiate recurring debit or credit card payments from the debit or credit card specified herein, for the amounts and on dates as described in Article II, Term and Fees, and for all subsequent Subscription fees. All such fees will be automatically charged to the designated credit or debit card in accordance with the Agreement. The Client acknowledges that they are giving the Company the ability to collect or reverse variable payment amounts from or to the Client Payment Method, in accordance with the terms of the Agreement.

                     (a) If the Company is unable to collect any Payments because the Client’s specified debit or credit card is declined, in addition to the authorization above, the Client expressly consents to, authorize and instruct the Company to charge the specified debit or credit card to collect the total of any such missed Payment.
 
                     (b) 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.
 
                     (c) The Client must update their Account with all changes to their credit/debit card information by submitting a ticket and request to do so at support.juceboxny.com, requesting a secure “Payment Method Update Link,” and submitting the updated Payment Method using the aforementioned URL. Payment Method Updates, may temporarily disrupt the Client’s access to Services while the Company verifies the Client new payment information. If the Client does not update their Account with changes to Client credit/debit card information and the Company is unable to charge the Client credit card or withdraw funds from the Client debit card for the amount due, the Client will be subject to suspension of Services or Late Fees.

ARTICLE IV – Intellectual Property

4.1 Company Materials. All Services, including any software, phone numbers, web domains, source code, marks, data, written words, concepts, terms, slogans, audiovisual elements, images, graphical elements, and similar such material to which Client may have access to during the course of the Term (the “Company Materials”) remain the property of Company, or any entity through which Company may license such Company Materials. Client may not reproduce, reverse-engineer, copy, duplicate, sell, resell, rent or trade such Company Material for any purpose other than a purpose explicitly contemplated under the Agreement.

4.2 Client Materials. Client grants 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 Client. Such materials will in no way be used to harm or negatively portray the Client; used strictly for Company's own marketing and promotional purposes.

ARTICLE V - General Provisions

5.1 Limited Warranty. Company warrants that: (i) the Company shall use reasonable skill and due care in providing the Services and that none of such Services or any part of the Agreement is or will be inconsistent with any obligation Company may have to others; (ii) all work under the 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 or other rights of any person or entity (including, without limitation, Company); (iii) Company shall comply with all applicable laws and Client safety rules in the course of performing the Services; (iv) Company does not guarantee, represent, or warrant that Client’s use of the service will be uninterrupted or error-free, and Client agrees that from time to time company may remove the Services for indefinite periods of time, or cancel the service in accordance with the terms of the agreement.

5.2 Limitation of Liability. The use of the Services is solely at your own risk. To the maximum extent legally permissible, you agree that Company, its officers, directors, agents, employees, subsidiaries, joint ventures, successor entities, and any other similarly affiliated individuals or entities, shall not be liable for any damages whatsoever arising from your use of our Services, including by virtue of Company’s negligence. Damages for which Company and its affiliates are not liable for include, but are not limited to, direct, indirect, special, punitive, exemplary, incidental or consequence damages of any kind, derived under any legal system or legal theory, regardless of the foreseeability of such damages, and our prior or assumed knowledge regarding the likelihood of such damages. If such any dispute is adjudicated under laws which may limit a general release of this nature, or Client is able to claim the protection of these laws in any way, Client waives such protections under these laws, to such an extent such a waiver is legally possible, or Client agrees that the foregoing limitation shall be amended to the maximum extent legally permissible to effect the intent of this section, which is to limit Company’s liability arising from Client’s usage of the Services.

5.3 Prohibited Uses. The following uses of the Services 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 our Services or Website in any way with the intent to reproduce our information on another website, a content aggregator, or any similar website, is prohibited without our prior written consent); (b) using our 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 of any other party; (e) using our Services with the intent of violating any provision of law, rule, or regulation. Such prohibited uses or suspected prohibited uses may result in an immediate termination of the Services, without refund.

5.4 Notices. Any notice which is required or desired under the Agreement shall be given in writing and effective upon receipt and may be sent by personal delivery or by either (i) United States mail, postage prepaid, or (ii) Federal Express (or similar generally recognized overnight carrier), addressed as follows (subject to the right to designate a different address by notice similarly given):

                     If to Company:
                     Jucebox, LLC
                     414 Union St. Ste 1900
                     Nashville, TN 37219


                     If to Client:
Notice will be sent to the Business Address provided herein. If no business address provided, notice will be sent to the Client Billing Address.

Any change in a Party’s designated representative shall be in writing and delivered to the other Party’s designated representative.

5.5 Entire Agreement. The Agreement constitutes the entire agreement between Client and Company, governs Client 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 the Agreement. 

5.6 Severability. If any part of the 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

5.7 Indemnification. Client agrees to indemnify and hold harmless the Company, its affiliates, and its respective officers, directors, agents and employees from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys’ fees and costs, arising out of, or relating to, the Client’s use of the Services under the Agreement. This provision shall survive the conclusion of the Agreement.

5.8 Modifications. The Agreement may be amended only by written agreement duly executed by an authorized representative of each party.

5.9 No Transfer. The Agreement shall not be assigned by either party without the express consent of the other party, except as otherwise noted.

5.10 Governing Law and Exclusive Jurisdiction. The laws of the State of Tennessee, govern the Agreement without reference to any conflict of law principles. The parties hereby consent to the exclusive jurisdiction and venue of the Circuit Court of Davidson County, Tennessee for the resolution of any disputes hereunder.

5.11 No Automatic Waiver. The failure to exercise or delay in exercising a right or remedy provided by the 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 the Agreement or by law prevents a further exercise of the right or remedy or the exercise of another right or remedy.

5.12 Dormancy and Expiration. If services proceed more than 7 days with no response from Client to email communication from the Company, no activity from the Client, as measured by activity in the Jucebox CRM, and no prior arrangements have been made and agreed to by the Company, services will be put on hold and enter the Dormancy Period. As a result, access to all Jucebox Platforms will be restricted, all Advertising will be paused, and any unused portion of the monthly Advertising Fee will be forfeited to the Company. If services remain inactive for an additional 7 days past the 7-day Dormancy Period (14 days total) with no communication or prior arrangement in place, this Agreement will expire, the account will be archived, no refunds will be available, and the Client will forfeit all deliverables associated with this Agreement. Once the Client’s account has been archived as a result of Expiration of this Agreement, a $500 re-activation fee is required to restart Preemptive Advantage Services.

5.13 No Special Damages. Except with respect to the Parties’ indemnification obligations, if any, neither Party shall be liable to the other for any special, indirect, punitive, or consequential damages arising from or related to the Agreement, including bodily injury, death, loss of revenue, or profits or other benefits, and claims by any third party, even if the Parties have been advised of the possibility of such damages. The foregoing limitation applies to all causes of action in the aggregate, including without limitation to breach of contract, breach of warranty, negligence, strict liability, and other torts.

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