PromoJuice

PROMOJUICE SOFTWARE PAYMENT TERMS AGREEMENT

NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY. BY USING ALL OR ANY PORTION OF THE SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, IN PARTICULAR THE DEACTIVATION OF YOUR WEB ACCOUNT DUE TO NON-PAYMENT AS DESCRIBED IN SECTION 2. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, DO NOT USE THIS SOFTWARE. THIS AGREEMENT APPLIES TO ANY USER LOCATED ANYWHERE IN THE UNIVERSE, AND SHALL BE HELD AS VALID IN A COURT OF LAW REGARDLESS OF USER LOCATION.

1. Definitions

When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined:

"Software" means (a) all of the contents of the files, apps, websites, or other media with which this Agreement is provided, including but not limited to (i) PromoJuice Corp. and PromoJuice, and third party computer information or software, webware, internet applications and mobile applications power by PromoJuice; (ii) digital images, stock photographs, clip art, sounds or other artistic works ("Stock Files"); (iii) related explanatory written materials or files ("Documentation"); and (iv) fonts; and (b) upgrades, modified versions, updates, additions, and copies of the Software, if any, licensed to you by PromoJuice Corp. (collectively, "Updates").

"Use" or "Using" means to access, install, download, copy or otherwise benefit from using the functionality of the Software in accordance with the Documentation.

“Licensee” means You or Your Company, unless otherwise indicated.

"Permitted Number" means one (1) Account unless otherwise indicated under a valid license (e.g. volume license) granted by PromoJuice Corp.

"Computer" means an electronic device, including mobile phones, that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions.

"Licensor" means PromoJuice Corp., a Florida United States based Corporation.

“Account” means the software and all information within the software, including information entered by You or others, which you may only access after use of login credentials.

“Service Fee” means the amount charged to you by Royall Media, Inc for monthly access to your Account on the PromoJuice software platform.

2. Service Fees

You Agree that PromoJuice Corp. shall charge a Service Fee for Access to your online web account, and to grant you a non-exclusive license to Use the Software for the purposes described in the Documentation. Some third party materials included in the Software may be subject to other terms and conditions or fees not charged by PromoJuice Corp.

2.1 When and How Service Fees are Charged

The Service Fee shall be calculated annually, and charged on the first day of the end of your trial period for any paid services, or on the fisrt day of your renewal, which shall cover your use of the provided web based software for the coming year. Mobile account management applications on iOS and Android are provided free of charge.

2.2 How the Service Fees are Calculated Monthly

The Total Service Fee shall be a combination of the following:

Module Annual Fee

Web Modules shall be billed by PromoJuice Corp. for promotional services offered by PromoJuice through the online software application. Mobile Application Annual Development Fee An annual development fee of $2,495 shall be billed to develop custom mobile apps for our users if they request it.

Ticketing Fees

If the “Sell Tickets” Module is used, PromoJuice shall charge a 5%-10% Ticketing Fee for all tickets processed and sold through the PromoJuice platform using the Sell Tickets for Cash or Sell Tickets for Credit options. Tickets are delivered by third party ticketing companies which are contracted by you, the Event Organizer.

Processing Fees

No additional processing fees are charged for credit cards processed.

2.3 30-Day Risk Free Trial Period

Upon the opening of your account on any platform, you may use the web based modules in our online web software and shall be granted a Limited Use License to access your Account for the first 30 days without providing payment upfront to PromoJuice Corp. Should you decide to cancel and not use the additional provided services, you shall not be held responsible for any charges or fees. Custom developed mobile applications are not available as part of the 30-Day Free Trial, and if you decide to hire PromoJuice to build a custom mobile app, the first year’s development fee is Non-Refundable. Additionally, any Ticketing Fees billed within the 30-Day Free Trial Period for tickets sold by you, or any street team member that was attached to your account during the trial under the “Sell Tickets” module on the PromoJuice Platform, shall remain due to PromoJuice Corp.

YOU UNDERSTAND THAT THE TOTAL ANNUAL SERVICE FEES SHALL CHANGE AND INCREASE WITH EVERY WEB APPLICATION OR WEB MODULE YOU DECIDE TO PURCHASE. YOU WILL BE CHARGED FOR THE MOST MODULES YOU HAD ACTIVATED AT ANY GIVEN POINT DURING THE YEAR. YOU WILL BE BILLED WHETHER YOU HAVE ACTIVE CAMPAIGNS OR NOT. YOU MAY CREATE UNLIMITED CAMPAIGNS AND HAVE UNLIMITED CONNECTIONS TO OTHER USERS OR STREET TEAM MEMBERS. YOU MAY DECREASE YOUR MONTHLY COSTS BY REMOVING WEB MODULES, AND/OR BY DE-ACTIVATING MODULES SUCH AS THE “HARD PROMO”, “SOCIAL PROMO”, “SELL TICKETS”, OR “CUSTOM DEVELOPED MOBILE APPS”. YOU UNDERSTAND THAT THE iOS AND ANDROID PROMOJUICE MANAGEMENT APPLICATIONS ARE FREE OF CHARGE TO ACCESS AND MANAGE YOUR ACCOUNT WITH US, AND THAT WE DO NOT CHARGE FOR FEATURES OR SERVICES IN OUR FREE MOBILE APPS.

3. User Software License Agreement

You Agree to be bound by the entire User Software License Agreement outlined in a separate document. You Agree shall their be any conflict between the User Software License Agreement and this Payment Terms Agreement, this Agreement shall overrule.

4. Payments on Your Behalf to Street Team Members

You Agree PromoJuice Corp. may make payments, such as commission payments, to Street Team Members for ticket sales they have made on your behalf at the Commission Rates set by you for the specific campaign in which the ticket has been sold. Payments made on your behalf to others shall be deducted from your current balance. If your balance is not enough to make the payment, your credit card shall be billed.

5. Minimum Balance Held by PromoJuice Corp.

You Agree to provide PromoJuice Corp. a minimum monthly held deposit of up to $400. Any balance owed to you shall be distributed beyond the $400 minimum monthly held deposit on a monthly basis. This deposit balance is held to ensure there are enough funds in your account with PromoJuice to cover payments owed by you to PromoJuice Corp. or to Street Team Members attached to your account for commissions owed by you on ticket sales they made on your behalf.

6. Deactivation of Your Account Due to Non-Payment or Non-Sufficient Funds

You Agree PromoJuice Corp. may imediately de-activate or revoke access to your web account or web software at any time if payment of any fees or payments owed by you are not made when payments are due. PromoJuice Corp. may re-instate access to your account upon receipt of payments owed. PromoJuice Corp. shall reserve the right no to re-instate access to your account shall PromoJuice Corp. choose to do so.

7. Closing your Account

You can request to close your Account at any time. To close your account, you must have no active campaigns in your account. You must also have finalized all pending rewards to any Street Team Members by either approving or denying them. You must also have paid any balances owed to Street Team Members such as commissions, and to PromoJuice Corp. for any Service Fees owed for promotional or web based services. Once all Campaigns have Ended, Rewards Distributed to Street Team Members, and Payments Made, any remaining balance held by PromoJuice Corp. owed to you can be distributed to you. You Agree that PromoJuice Corp. can deduct any Payments owed on your behalf to Street Team Members or to PromoJuice Corp. from any balance you hold on the PromoJuice software during a final reconciliation prior to closing your account.