MASTER SERVICES AGREEMENT

THIS MASTER SERVICES AGREEMENT (this “Agreement”) governs your relationship as a client (“Client”) of Social Growth Strategies LLC d/b/a Vengreso, a Delaware limited liability company with a principal mailing address of 1547 Palos Verdes Mall, Suite 250, Walnut Creek, CA 94597 (“Vengreso”). Client and Vengreso are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Vengreso reserves the right to suspend or terminate accounts used for activity prohibited by this Agreement. Vengreso additionally reserves the right to update and change this Agreement by posting updates and changes to the website located at www.vengreso.com (the “Website”).

 

1.               Services.   Client is entering into this Agreement for Vengreso to provide one or more sales training programs regarding, among other things, Client’s business strategies, sales operations, sales logistics, appointment setting, and business development (“Programs”).  In order to maximize the impact and results for Client, where applicable, Vengreso will perform research, development, and planning of customized programs and services tailored to address Client’s unique needs, objectives, and stakeholders.  The specific scope of work and services to be performed by Vengreso in connection with the Programs selected by Client has been provided directly to Client or has been made accessible on the Website, and is incorporated here by reference.

2.               Pricing & Payment, Expenses.
a.                Pricing & Payment.  The pricing for the selected Programs and its respective payment schedule has been provided directly to Client or has been made accessible on the Website.  Unless otherwise specified in the respective payment schedule, Client shall pay all amounts due upon acceptance of this Agreement. Vengreso shall impose a late fee of twelve percent (12%) of the balance owed to all balances not paid within sixty (60) days of when due. Additionally, Client agrees to pay all costs associated with collecting any unpaid balances, including but not limited to attorney’s fees.

b.               Expenses.  Where applicable, Client shall reimburse Vengreso for reasonable travel and other business expenses incurred by Vengreso in the performance of the duties hereunder, as they may be amended from time to time during the course of this Agreement.

3.               Term.  The Term of this Agreement shall commence upon Client’s acceptance of this Agreement and shall continue until terminated as set forth herein (the “Term”).

4.               Usage of the Programs.

  1. Non-exclusive; Non-commercial Use. The Programs, including all materials and playbooks therein, are offered to Client on a non-exclusive basis for its sole, personal, non-commercial use. All materials and playbooks provided to Client in connection with the Programs are licensed to Client on a per-user basis within the Client’s organization (each approved Client user a “Participant”). Client may not repurpose any Program materials for group trainings or share any Program materials with any person or entity other than Client.
  2. No Illegal, Unintended or Unauthorized Use. Client may avail itself of the Programs solely for the intended purposes, through their normal functionality.  Client may not use the Programs for any illegal or unauthorized purposes. Client may not use the Programs in a way that could damage its content or impair their operation in any way. Client agrees not to access, or attempt to access, any portion of the Programs by any means other than through the interface that is provided by Vengreso, unless Client has specifically been allowed to do so in a separate agreement executed by Vengreso. Client specifically agree not to access, or attempt to access, any portion of the Programs through any automated means, including use of scripts or bots.
  3. Vengreso’s Content. Vengreso owns and retains all right, title, and interest in and to the Programs, and all related technology, materials, data, tools, widgets, user activity reports, intellectual property, programming, development and design, including but not limited to the front and backend systems, visual design, instructions, video, content, Internet website(s) and accompanying databases. However, Vengreso does not own the Client’s weblink properties. All of the content in the Programs, including without limitation, the playbooks, text, software, scripts, graphics, photos, sounds, music, videos, interactive features, designs, trademarks, service marks, trade dress and logos contained herein (marks), are owned by or licensed to Vengreso, subject to copyright and other intellectual property rights under the law. Content is provided to Client on an “as is” basis for its information and personal use only and may not be copied, reproduced, distributed, transmitted, displayed, publicly performed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective rights holders. For on-demand Clients, Vengreso’s playbook is only provided to the number of Participants for whom Client purchased the rights of use and who have purchased Vengreso’s training program, and shall not be provided to any third party, including others within the Client’s business, without Vengreso’s prior written consent. Each additional Participant is required to purchase the playbook from Vengreso. Additional information related to the ownership and use of Vengreso’s playbooks is described in the scope of work available to Client, and incorporated herein by reference.
  4. Client Accounts. In order to access certain features of Programs, Client may be required to create and/or log into a unique user account of its own. Use of another’s account is not permitted. When creating its account, Client must provide accurate and complete information.  Client is solely responsible for the activity that occurs in its account. Client also is responsible for maintaining the security of its account password, as well as the passwords of any third-party services that Client may have elected to link to its account.  Client agrees to notify Vengreso immediately of any breach of security or unauthorized use of its account. Vengreso reserves the right to reclaim usernames on behalf of businesses or individuals that hold legal claim or trademark on those usernames.
  5. Client Content. Certain Programs may provide Client with the ability to post comments or share content (“Client Content”). Client grants to Vengreso a non-exclusive, royalty-free, transferable, sub-licensable, worldwide license to use, store, display, reproduce, modify, create derivative works, perform, and distribute Client Content on the Website or through the Programs. For the avoidance of doubt, unless otherwise agreed by the Parties, Client Content shall not constitute confidential information, and the disclosure of Client Content shall not implicate Section 5 of this Agreement. In addition, Client represents, warrants and agrees that Client owns or has all licenses and rights to use and to authorize Vengreso to enable, use, display, and distribute Client Content.  Vengreso reserves the right to remove any material Client post at any time and for any reason.  Client Content that constitutes inappropriate or illegal behavior, including without limitation, abusive, defamatory, obscene, or inflammatory comments, or posts that violate local rules regarding online conduct are strictly prohibited.  Vengreso reserves the right to take down all such Client Content.  Vengreso further reserves the right to take down Client Content that is reported as spam or Client Content that creates technical issues.
  6. Local Rules. Client hereby agrees to comply with all applicable local rules regarding online conduct and acceptable content. Vengreso may remove content and accounts containing content that Vengreso determines in its sole discretion are unlawful, offensive, threatening, libelous, defamatory, obscene or otherwise objectionable or violates any third party’s intellectual property or other legal rights.

5.               Confidential Information.

    1. Definition of Confidential Information. Vengreso proposes to disclose certain of its confidential and proprietary information (the “Confidential Information”) to Client. Confidential Information shall include all Program content, data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, business plans, financial information, and other information disclosed or submitted, orally, in writing, or by any other media, to Client by Vengreso. Nothing herein shall require Vengreso to disclose any of its information.
    2. Notwithstanding the foregoing, “Confidential Information” shall not mean any information which:
        1. was in the public domain at the time it was disclosed or has entered the public domain through no breach of this Agreement;
        2. was known to the receiving party, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure;
        3. was independently developed by or for the receiving party without any use of the Confidential Information of the disclosing party, as demonstrated by files created at the time of such independent development;
        4. becomes known to the receiving party, without restriction, from a source other than the disclosing party without breach of this Agreement by the receiving party and otherwise not in violation of the disclosing party’s rights; or
        5. is disclosed generally to third parties by the disclosing party without restrictions similar to those contained in this Agreement.
  1. Non-Disclosure of Vengreso’s Confidential Information. Client agrees that the Confidential Information is to be considered confidential and proprietary to Vengreso and Client shall hold the same in confidence, shall not use the Confidential Information other than for the purposes of its business with Vengreso, and shall disclose it only to its officers, directors, or employees with a specific need to know. Client will not disclose, publish, or otherwise reveal any of the Confidential Information received from Vengreso to any other party whatsoever except with the specific prior written authorization of Vengreso. Confidential Information furnished in tangible form shall not be duplicated by Client except for purposes of this Agreement. Upon the request of Vengreso, Client shall return all Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information, within ten (10) days of such request. At Client’s option, any documents or other media provided by Vengreso containing Confidential Information may be destroyed by Client. Client shall provide a written certificate to Vengreso regarding destruction within ten (10) days after receipt of request.
  2. Term of Confidentiality Obligations. The confidentiality obligations of Client herein shall be effective twenty-four (24) months from the date Vengreso last discloses any Confidential Information to Client pursuant to this Agreement. Further, the obligation not to disclose shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against Client, nor by the rejection of any agreement between Vengreso and Client, by a trustee of Client in bankruptcy, or by the Client as a debtor-in-possession or the equivalent of any of the foregoing under local law.
  3. Non-Disclosure of Client’s Confidential Information. Vengreso agrees not to disclose or communicate, in any manner, either during or after the Term of this Agreement, confidential information about Client, its operations, clientele, or any other aspects of the business of Client including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Client. Vengreso acknowledges that the above information is material and confidential and that it affects the profitability of Client. To the extent Vengreso needs to disclose confidential information, it may do so only after obtaining written authorization from the Client.

6.               Representations and Warranties.

  1. Interactions with Other Vengreso Clients. The Programs may provide Client with the opportunity to interact with other Vengreso clients or other users of the Programs.  Client is solely responsible for its interactions with other Vengreso clients or other users of the Programs. Vengreso is not responsible for the conduct of any other client. Client understands that Vengreso currently does not conduct criminal background checks or screenings on its clients. Vengreso also does not inquire into the backgrounds of all of its clients or attempt to verify the statements of its clients. Vengreso makes no representations or warranties as to the conduct of clients or their professional qualifications or ability to provide services. Vengreso reserves the right to conduct any criminal background check or other screenings (such as sex offender register searches), at any time and using available public records.  In no event shall Vengreso, its affiliates or its partners be liable (directly or indirectly) for any losses or damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of Client or anyone else in connection with the use of the Website or Programs including, without limitation, death, bodily injury, emotional distress, and/or any other damages resulting from communications or meetings with other clients or persons Client meets through the Programs.  Client agrees to take all necessary precautions in all interactions with other clients, particularly if Client decides to give money to another client.  Client understands that Vengreso makes no guarantees, either express or implied, regarding Client’s experience with individuals Client meets through the Programs.
  2. Social Media Networks. The Programs may require Vengreso to use various third-party platforms, including but not limited to social media networks. Client acknowledges that all social media networks each have their own terms of use and associated policies. Client acknowledges that in some cases Vengreso may need to log in to Client’s social media account in order to perform services in connection with the Programs, and authorizes Vengreso to do so. Vengreso is not responsible in any way, shape, or form, now or at any time in the future, for Client’s or Participants’ compliance or lack thereof with such terms of use and associated policies.
  3. Client represents and warrants that all textual, graphical, audiovisual, and other works and materials provided or used by Client in connection with this Agreement shall not infringe on the intellectual property rights of any third party, and Client shall indemnify, defend, and hold harmless Vengreso from and against all third-party claims of intellectual property infringement arising from such works and materials.
  4. Third Party Products. Any information or materials which are provided or maintained by a third party such as linked sites which may be accessed throughout the Programs are provided on an “as is” basis. Vengreso does not warrant or bear responsibility for the performance of any third-party products or services which are not directly integrated into Vengreso service deliverables. The Client’s sole and exclusive rights and remedies with respect to any third-party product or service, including rights and remedies in the event a third-party product or service gives rise to an infringement claim, will be against the third-party vendor and not against Vengreso. Vengreso shall assign to Client any assignable warranties it may receive from any such third-party vendor.
  5. Vengreso Warranties. Vengreso represents and warrants that its services will be performed in accordance with applicable professional standards, and that any and all information provided to the Client will be used for the purpose of the services defined by this Agreement. With the exception of gross negligence or malfeasance, Vengreso’s liability under this Agreement shall not exceed the fees and expenses paid to it pursuant to this Agreement, nor will Vengreso be liable for any indirect, consequential, or incidental damages, lost profits, or any other pecuniary loss arising out of this Agreement.
  6. Results from the services provided by Vengreso herein are dependent in part on Client’s cooperation and willingness to implement Vengreso’s marketing recommendations. Failure to implement such recommendations may have a negative impact on the results. Failure to respond to recommendations made in response to technology changes not controlled by Vengreso, such as revisions by search engines, may also have a negative impact on results.   Vengreso makes no warranty or guarantee of any kind, either expressed or implied, by fact or law, other than those expressly set forth in this Agreement. Vengreso makes no warranty or condition of fitness for a particular purpose nor any warranty or condition of merchantability for the products associated with the Programs.  Any other warranties made prior to or subsequent to the acceptance of this Agreement, either implied or explicit, shall be considered null and void.
  7. Risk-Free Guarantee. Vengreso provides its Clients with a “Risk-Free Guarantee” on some of its Programs purchased after July 18, 2019, with applicability determined by Vengreso in its sole discretion. For Clients who purchased Vengreso’s Individual Program (“Individual Clients”) to be eligible for the Risk-Free Guarantee, Individual Clients must: (1) complete 100% of the Program within three (3) months of the date of purchase; (2) provide written notice to [email protected] within thirty (30) days of completion of the Program, and (3) submit responses through Vengreso’s final course survey. The responses to the survey’s questions regarding the overall rating of the experience and quality of the Program must indicate a satisfaction rating of 1 or 2. For Clients who purchased Vengreso’s Teams Program (“Teams Clients”) to be eligible for the Risk-Free Guarantee, Teams Clients must: (1) complete 100% of the Program by 100% of the Participants by the agreed-upon schedule as originally launched with the Client in Vengreso on-demand; (2) provide written notice to [email protected] within thirty (30) days of completion of the Program, and (3) have 100% of the Participants submit responses through Vengreso’s final course survey. At least 60% of the Teams Clients responses to the survey’s questions regarding the overall rating of the experience and quality of the Program must indicate a satisfaction rating of 1 or 2. For both Individual Clients and Teams Clients, if Vengreso (in its sole discretion) determines a Client’s qualification hereunder, the Client gets their money back minus any fees associated with processing the transaction.

7.               Status of Independent Contractor.
This Agreement does not constitute a hiring by either Party. It is the Parties’ intentions that Vengreso shall have an independent contractor status and not be an employee of Client.  Vengreso shall retain sole and absolute discretion in the manner and means of carrying out its activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Client shall not be liable for any obligations incurred by Vengreso unless specifically authorized in writing. Vengreso shall not act as an agent of Client, ostensibly or otherwise, nor bind Client in any manner, unless specifically authorized to do so in writing.  Vengreso recognizes and understands that it will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law.

8.               Dispute Resolution.

  1. Dispute Resolution Process. In the event of a dispute or misunderstanding between the Parties that may arise out of or relating to the performance, operation, or interpretation of any provision of this Agreement, the appropriate representatives of the Parties’ executive management shall, upon written notice of such dispute, meet promptly in an effort to resolve such dispute amicably.  If any dispute is not resolved within thirty (30) days after receiving written notice thereof, the matter shall be submitted to mediation.  If the dispute is not resolved within thirty (30) days following submission to mediation, any remaining issues will be resolved through binding arbitration pursuant to California law and administered by the American Arbitration Association (“AAA”) in accordance with its Rules for the Resolution of Commercial Disputes, with the initiating Party being responsible for the initial payment of the Arbitrator and associated experts (though this may be reimbursed upon prevailing, per below). All Parties agree that the arbitrator shall have the power to decide any motions brought by any Party to the arbitration, including motions for summary judgment and/or adjudication and motions to dismiss and demurrers, prior to any arbitration hearing.  Parties also agree that the arbitrator shall have the power to award any remedies available under applicable law. The Party that prevails in the Arbitration shall have their attorney fees reimbursed by the other Party, which shall also be responsible for the payment of Arbitrator. Parties understand that, in the case that no Party clearly prevails, then each Party shall bear its own costs and expenses, including attorneys’ fees, incurred in connection with any arbitration. The decision of the arbitrator shall be in writing.  Except as provided by the AAA rules, arbitration shall be the sole, exclusive and final remedy for any dispute under this Agreement.  Notwithstanding the foregoing, either Party may seek equitable remedies in any court of competent jurisdiction located in California to protect its intellectual property or Confidential Information.
  2. Governing Law and Rules. This Agreement shall be governed by the laws of the State of California without reference to its conflicts of law provisions. Venue for any and all disputes arising out of this Agreement shall be the California county of Vengreso’s choice.
  3. The Parties further agree that they may resort to litigation only for the specific purpose of enforcing an arbitration award. The non-prevailing Party in any proceeding under this Section shall be required to reimburse the prevailing Party all reasonable attorneys’ fees, costs, and expenses incurred in any action or proceeding permitted by this Agreement.

9.               Termination.
  This Agreement may be terminated prior to the completion or achievement of the scope of work contemplated herein by either Party giving sixty (60) days written notice. Such termination shall not prejudice any other remedy to which the terminating Party may be entitled, either by law or in equity.  Vengreso also may terminate this Agreement for Cause (defined below), should Client fail to cure such cause within a period of seven (7) days after receipt from Vengreso of a written notice specifying the cause. “Cause” shall mean misconduct, failure to pay invoices when due, use of the Program or Vengreso services or materials in the commission of any unlawful act or inappropriate behavior, or a breach of the terms of this Agreement.

10.               Duties Upon Termination. Upon termination of the Agreement for any reason, Vengreso shall immediately discontinue the Programs with respect to Client. Client shall deliver to Vengreso true and correct originals thereof and all copies of Program materials in its possession except that Client may retain photocopies of all relevant documents for its own files, and all other materials relating to orders placed, bills, and invoices under this Agreement. No action taken by Vengreso after termination shall prejudice any other rights or remedies of Client provided by law, by this Agreement, or otherwise upon such termination. Should termination of the Agreement be partial, Vengreso shall proceed to complete the portions of the Programs that were not subject to the termination.  Within thirty (30) business days of termination, Client shall pay Vengreso the full balance due for all fees and expenses related to the Programs that Client became obligated to pay upon acceptance of this Agreement.  Client agrees that its payment obligations pursuant to this Agreement are not subject to setoff, and that all fees and expenses paid are nonrefundable.

11.               Miscellaneous.

  1. If any portion or provision of this Agreement is determined to conflict with any applicable laws or to be otherwise invalid or unenforceable, such portion of this Agreement shall be revised as necessary to fulfill the Parties’ intent and purpose in entering into this Agreement.
  2. Any notice required or permitted hereunder shall be given in writing and deemed effectively given as follows: (a) upon personal delivery; b) three (3) days after deposit in the United States mail by certified or registered mail (return receipt requested); (c) one (1) business day after its deposit with any return receipt express courier (prepaid); or (d) one (1) business day after transmission by telecopier, addressed to the other Party at its address (or facsimile number, in the case of transmission by telecopier) as shown below its signature to this Agreement, or to such other address as such Party may designate in writing from time to time to the other Party.
  3. Entire Agreement. This Agreement, including all exhibits incorporated herein by reference; and the scope of work, pricing, and payment schedule for the selected Programs incorporated herein by reference; contains the entire agreement and understanding of the Parties and supersedes all prior discussions, agreements, and understandings relating to the subject matter hereof and may not be changed or modified, except by an agreement in writing executed by the Client and Vengreso.
  4. No Waivers. No failure by either Party to pursue any remedy resulting from a breach of any provision of this Agreement by the other Party shall be construed as a waiver of that breach or as a waiver of any subsequent or other breach unless such waiver is in writing and signed by an authorized representative of the non-breaching Party.
  5. Vengreso reserves the right to update and change this Agreement at any time by providing notice directly to Client or by posting updates and changes to the Website. Client agrees to check the Website from time to time for any updates or changes to this Agreement.
  6. Vengreso shall have the right to assign its rights and obligations under this Agreement so long as the assignment is to an entity owned in whole or in part by Vengreso or any of its owners. No approval by the Client to such an assignment shall be required, but Vengreso will endeavor to provide notice of such assignment to Client. Any other assignment by either Party is subject to written consent of the other Party.

 

Revision 07-17-2019

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