AGENTJET, INC TERMS AND CONDITIONS
1. Parties. THIS SERVICE AND MARKETING AGREEMENT (“Agreement”) is between Agentjet, Inc, a Michigan company (“Company”), with offices located at 555 Briarwood Circle, Ste. 115, Ann Arbor, Michigan 48108, and the undersigned (“Client(s)”).
2. Purpose of Agreement. Company is the owner of certain Lead Capture and Management System (the “Service”). This Agreement sets forth the terms and conditions under which Company will provide the Service and Marketing, if any to Client(s).
3. Service. In consideration of the timely payments as defined below in paragraphs 4 and 5, Company will provide the Service and Marketing, if any. All rights not expressly granted to Client(s) in this Agreement are hereby expressly reserved by Company, and Client(s) shall not use the Service in any manner not expressly authorized by this Agreement. Client(s) may use the Service for Client(s)’s internal business operations only and not by, or for the benefit of, any affiliate or any other third party.
4. Start-up, Monthly Service Fees and Marketing fess, if any. Once Company acknowledges that the “Start-up Fee” and the Initial Monthly Service Fee been received, Company will, within 15 business days of receipt of the data-feed from Client’s board, launch the Service AND Marketing, if any.
5. Service & Monthly Marketing Fees, if any. In addition to the Start-up Fee and Initial Monthly Service Fee referred to in paragraph 4 above, at launch, Client acknowledges and hereby authorizes Monthly Recurring charges by Company commensurate with the system ordered and the marketing budget, if any. Client further acknowledges that the initial Monthly Service Fee will be prorated and credited back during the second monthly billing cycle to reflect a Monthly billing cycle which begins on the 1st and and at the end of each month. Marketing Fee, if any, reflects the prorated amount owed and understands that all subsequent Monthly Recurring charges will occur on or about the 1st of each month during the term of the agreement. In cases where a 12 month prepaid offer has been agreed to, a prorated amount will be charged at launch and then the the entire remaining prepaid amount will be charged the first day of the following month and all subsequent month charges will commence the first day of the 7th month and will continue for the remainder of the term, 12 of 24 months respectively. Company will use client’s marketing budget directly with 3rd party services including Google Adwords, Yahoo, Bing, Facebook,etc. & also our own proprietary lead generation methods. In some markets, company may reserve the right to cap the minimum cost per lead at five dollars.Client further acknowledges that after the initial term, the Monthly Service Fees and Marketing Management Fees may increase from time-to-time upon thirty (30) days written notice to Client(s). If written objection is not delivered to Company by Client(s) with the thirty (30) day period, such increase shall be deemed accepted by Client(s).
5.1 Notwithstanding written notice of termination within thirty (30) days prior to the end of the initial term (or successive terms) by either party, as long as the Client(s) continue to pay the Service Fees outlined in this paragraph 5, this Agreement shall automatically renew and will remain in full force and effect for additional, consecutive terms.
5.2 Service Fees are due and payable in advance on a monthly basis via a secure payment link provided through our merchant account and Client(s) hereby acknowledges that the Service Fee charge will occur on a monthly RECURRING basis and will appear on your credit card statement as “Agentjet Inc”.
5.3 Late payments are subject to the implementation of a late payment charge of five (5%) percent of the amount due.
5.4 To avoid interruption in service due to non-payment, Client(s) shall inform Company of need to update credit card information at which time the Company will provide a secure payment link (or other approved payment authorization process).
6. Cancellation. In the event the Client(s) chooses to cancel any time prior to the Service Agreement end date, the full outstanding balance of the Service Fees will immediately become due and payable to the Company. Upon Company receipt of such outstanding balance, the obligations of both parties to the other contained herein shall be deemed met and fulfilled.
7. Service Interruption. Client(s) agrees to notify Company, in writing, if the Service is interrupted or shuts down. Company will use all commercially reasonable efforts to, at its sole option, repair or replace the Service within a reasonable period. However, if Company is unable to repair or replace the Service within thirty (30) days from its receipt of such written notice, Client(s) may terminate this Agreement, and Company will refund Client(s) an amount equal to an amount equal to the average of (1) month Service Fee, as outlined above in paragraph 5. 8. Termination. This Agreement may be terminated by Company at any time due to Client(s)’s non-payment of the Service fee. Upon termination of this Agreement, Client(s) shall immediately: (a) discontinue all use of the Service; and (b) de-install and/or remove any and all copies of the “Service”, whether authorized or unauthorized, from any computer or server upon which the “Service” has been installed by or on behalf of Client(s).
8.1 Neither party shall be liable for non-performance or delay in performance (other than payment, delivery of the number of leads ordered and confidentiality obligations) caused by any event reasonably beyond control of such party including, but not limited to, wars, acts of terrorism, hostilities, revolutions, civil unrest, national and state emergencies, compliance with laws or regulations, including but not limited to, infringement, epidemics, fire, forces of nature, or any Act(s) of God, or any law, regulation or other act or order of any court, organization, government or governmental agency.
9. Notice. Client(s) hereby acknowledges that the following tools area necessary to maximize the benefit and usability of lead generation tools: computer; broadband internet connection; and email/web enabled cell phone, updated browser.
10.1 During this Agreement, each party may have access to information that is considered confidential by the other. This information may include, but is not limited to, the Services, technical know-how, technical specifications, Service object code and source code, protocols, processes, strategic business plans, results of testing, systems, financial information, product information, methods of operation, customer information, supplier information and compilations of data (“Confidential Information”).
10.2 Each party shall use the other party’s Confidential Information only for the purposes of this Agreement. Each party shall maintain the confidentiality of the other party’s Confidential Information in the same manner in which it protects its own Confidential Information of like kind, but in no event shall either party take less than reasonable precautions to prevent the unauthorized disclosure or use of the other party’s Confidential Information.
10.3 Each party is permitted to disclose the other party’s Confidential Information to its employees, contractors and other third parties on a need-to-know basis only, provided that such employees, contractors and/or third parties have written or legal confidentiality obligations to that party no less stringent than those contained in this Agreement.
10.4 The confidentiality provisions of this Agreement do not apply to information that is or becomes generally available or known to the public through no act or omission of the receiving party; was received lawfully from a third party through no breach of any obligation of confidentiality owed to the disclosing party; or created by a party independently of its access to or use of the other party’s Confidential Information.
10.5 Upon termination of this Agreement, each party shall return the other party’s Confidential Information and shall not use the other party’s Confidential Information for its own, or any third party’s, benefit. The provisions of this Section shall survive termination of this Agreement for so long as the Confidential Information remains confidential.
10.6 In addition to the Confidential Information, as herein defined, the Client(s) acknowledges and agrees that the Client(s), and their employees, contractors or team members, shall not disclose the terms of this Agreement, specifically including their Service Fee and Advertising Spend, to third parties. Such information shall be treated as Confidential Information of the Company, and any disclosure of such information by the Client(s) shall be treated as a breach of this Agreement.
11. Covenant Not to Compete. Client(s), for Client(s)’s heirs and permitted assigns, agrees not to establish, engage in, or in any manner become interested in, directly or indirectly, as an employee, owner, partner, shareholder, member, or otherwise, any competing business during the term hereof, and for a period of twelve (12) months following the termination or expiration of this Agreement.
12. Ownership. Company is the licensor of all intellectual property rights in and to the Service, including copyrights, trade secrets, trademarks, patents and know-how. Client(s) acknowledges the foregoing and agrees to implement protection measures designed to prevent unauthorized use and reproduction of the Service, including, but not limited to, keeping all documentation relating to, and computers enabled with, the Service in a secure place, under reasonable access and use restrictions not less strict than those applied by Client(s) with respect to its own confidential information.
13.1 This Agreement and any attachments or amendments thereto, contain the entire understanding of the parties with respect to the subject matter addressed herein and supersede, replace and merge all prior understandings, promises, representations and agreements, whether written or oral, relating thereto. This Agreement may not be modified except by a writing signed by both parties. No terms or conditions of either party’s invoice, purchase order or other administrative document shall modify the terms and conditions of this Agreement, regardless of the other party’s failure to object to such form. The remedies available to Company under this Agreement are cumulative and in addition to those provided by law.
13.2 Any waiver of a party’s right or remedy related to this Agreement must be in writing, signed by that party to be effective. No waiver shall be implied from a failure of either party to exercise a right or remedy. In addition, no waiver of a party’s right or remedy will affect the other provisions of this Agreement. 13.3 This Agreement shall be governed by the laws of the State of Michigan (exclusive of its choice of law rules), and the federal laws of the U.S. The parties hereto further consent to venue in Washtenaw County, Michigan, of any action brought to enforce the terms of this Agreement or to collect any moneys due under it.
13.4 If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such provision will be enforced to the fullest extent that it is valid and enforceable under applicable law. All other provisions of this Agreement shall remain in full force and effect.
13.5 Company does not warrant that the functions contained in the Service will meet Client(s)’s specific requirements, the requirements of Client(s)’s particular industry, or will be error-free or operate without interruption. THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.
13.6 All notices must be in writing and sent either by hand delivery; messenger; certified mail, return receipt requested; overnight courier; or by facsimile or by e-mail (with a confirming copy) and shall be effective when received by such party at the address listed herein or other address provided in writing.
13.7 Client(s) may not assign or sub-license this Agreement, in whole or in part, without Company’s prior express written consent. Any attempted assignment or sub-license without such written consent shall be void. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns.
13.8 The failure of either party to perform any term, condition, or covenant made or undertaken by it, or the violation of any warranty or representation in this Agreement, will be deemed a default of this Agreement. Unless otherwise provided for in this Agreement, if a default occurs and remains uncured by the defaulting party for thirty (30) days after the other party has given a notice of default, the non-defaulting party will have the right to terminate this Agreement. The right to terminate will be cumulative and in addition to any and all other rights and remedies available to the parties.
14. DISCLAIMER. AS A SUBSCRIBER TO ANY OF AGENTJET, INC PRODUCTS, SERVICES AND SYSTEMS, CLIENT(S) BE FOREWARNED THAT AGENTJET, INC SITES ARE ALMOST EXCLUSIVELY DEPENDENT UPON THIRD PARTY TRAFFIC SOURCES FOR LEADS THROUGH ORGANIZATIONS SUCH AS GOOGLE®, BING®, YAHOO®, AMONG OTHERS, AND AS A SUBSCRIBER TO AGENTJET, INC PRODUCTS, SERVICES, SYSTEMS AND WEBSITES, YOU ALSO AGREE TO INHERIT THESE ASSOCIATED RISKS. THIS DEPENDENCE UPON THIRD PARTY TRAFFIC SOURCES, AS IT RELATES SITE TRAFFIC AND BY EXTENSION LEAD CAPTURE, IS REAL AND HAS SUBSTANTIAL RISKS FOR YOU AS A SUBSCRIBER. ALL THIRD PARTY TRAFFIC SOURCES CAN, AT THEIR DISCRETION AND WITHOUT NOTICE, AT ANY TIME, STOP AND/OR SUSPEND SERVICES INDEFINITELY, WITHOUT CAUSE OR REASON. IN THE EVENT THIS WERE TO HAPPEN, THE RESULT COULD BE ANY OR ALL OF THE FOLLOWING: EXTENDED DOWN TIME, TOTAL SUSPENSION OR SERVICE, PROHIBITIVE COST INCREASES TO US AND OUR SUBSCRIBERS, AND THE COMPLETE DISSOLUTION OF AGENTJET, INC. WHILE WE DON’T EXPECT SUCH AN OCCURRENCE, IT IS NONETHELESS A SUBSTANTIAL RISK INHERENT WITH ALL ONLINE LEAD GENERATION SYSTEMS THAT ARE DEPENDENT UPON THIRD PARTY SOURCES FOR SITE TRAFFIC AND BY EXTENSION LEAD CAPTURE.
In the unlikely event that Agentjet, Inc. doesn’t meet all of your needs, simply cancel your account in writing within the first 30 days of your site going live and we’ll refund your platform and setup fees. ***The 30-Day Money-Back guarantee applies to our platform fees, one-time setup fee and any remaining leads budget at time of request; it does not apply to any 3rd party required fees paid to your MLS nor does it apply towards any portion of the traffic management fee.