Wallet Free Trial Terms of Service:

This agreement (“Agreement”) is effective as of the date of acceptance by you (the “Effective Date”), by clicking the box indicating acceptance, by and between Vibes Media, LLC, a Delaware limited liability company with offices at 300 West Adams, 7th Floor, Chicago, IL 60606 (“Vibes”), and the company identified in the demo request form (“Client”) (individually a “Party” or collectively the “Parties”).  BY ACCEPTING THIS AGREEMENT, CLIENT AGREES TO THE TERMS OF THIS AGREEMENT.  IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS.  IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND OF SERVICE, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE.

Vibes and Client agree as follows:

1. License Grant

Vibes hereby grants to Client a royalty-free, worldwide, non-exclusive, non-transferable license solely to utilize the mobile wallet functionality in the Vibes Mobile Engagement Platform (the “Platform”) described below during the Term of this Trial Agreement (the “License”).  Upon termination of this Agreement, the License shall immediately expire.

The License provide Client access to Vibes Wallet Manager, which allows Platform licensees to create, deliver, manage, measure, and optimize Passbook and Google Wallet-enabled offer and promotional marketing campaigns.  The web-based tool generates a URL that users can include in a number of delivery channels (e.g., SMS, email, QR Code, social media, mobile app, etc.).  Using device-detection technology, Wallet Manager will ensure the consumer receives content appropriate for the requesting mobile device type.

2. Client Representations and Warranties

Client shall have the right to determine the content of the Wallet objects and messages enabled in the Platform, except that Client shall not send messages that are non-compliant with the rules set forth in CTIA’s CSC Monitoring Compliance Handbook (https://www.wmcglobal.com/ctia-short-code-handbook).  Client shall abide by the terms and conditions set forth in Apple’s Wallet Guidelines (https://developer.apple.com/wallet/Add-to-Apple-Wallet-Guidelines.pdfl) and Google’s Android Pay Content Policies (https://support.google.com/payments/merchant/answer/75724).  Client acknowledges that it is solely responsible for compliance with all applicable state and Federal laws, regulations and other rules associated with the use of telephone numbers, email addresses, social media, sweepstakes or contests that Client may use in conjunction with the Platform service.

Client acknowledges that it has no ownership rights to the Platform and that Client has no right to re-license, rent, lease or sub-license the Platform or any other property of Vibes to any third party without Vibes’ prior written consent.  Client agrees not to reverse-engineer, decompile, disassemble, or otherwise attempt to determine source code or protocols from the Platform software or any other items or products provided pursuant hereto.  Title, ownership rights and all intellectual property rights in and to the Platform shall remain the sole and exclusive property of Vibes.

3. Term

This Agreement is effective as of the Effective Date and will continue for a period of ninety (95) days (the “Term”).  This agreement may be extended for additional one (1) month periods by Vibes in Vibes sole discretion.

4. Indemnification

Client agrees to indemnify and hold harmless Vibes, its affiliates and their respective officers, agents, directors, managers, members and employees for any and all liabilities, costs, fees, losses, damages and expenses of any nature, including reasonable attorneys’ fees, relating to or arising from any breach of any of Client’s representations, warranties or agreements contained herein.  Client also agrees to indemnify and hold Vibes harmless of any and all liability, costs, fees, fines, assessments, forfeitures, or penalties in the event that Client fails to comply with applicable state or Federal laws related to mobile message marketing.

5. Confidentiality

The Parties acknowledge that during the term of this Agreement, they will have access to and will become familiar with Confidential Information of the other Party.  The receiving Party agrees that the Confidential Information disclosed and to be disclosed by the disclosing Party is confidential and proprietary to the disclosing Party and constitutes a valuable asset.  The receiving Party agrees to retain the Confidential Information in strict confidence, and not to disclose, publish or use the Confidential Information except as may be required by law, or to permit the Confidential Information to be disclosed to or used by any individuals, except those persons employed by the receiving Party who have a need to know such information.  The Parties will ensure that all its employees who receive the Confidential Information (1) will only use such information in accordance with the terms of this Agreement, (2) will refrain from disclosing any Confidential Information, and (3) are subject to an agreement with their employer to keep it confidential.

The Parties agree that the use of the Confidential Information by, or its disclosure or publication to, any person or organization other than strictly pursuant to the terms of this Agreement would be detrimental, damaging and injurious to the other Party, the amount of which may be impossible to quantify.  The Parties agree that money damages would not be adequate to remedy a breach of this Agreement; and that a breach of this Agreement by either Party shall cause irreparable injury to the other Party.  In the event of an actual or threatened breach of any provisions of this Agreement, in addition to all other rights and remedies that it may have, either Party shall be entitled to injunctive relief restraining the other Party from doing or continuing to do any act in violation of this Agreement.

As used herein, the term “Confidential Information” shall mean any information, including, but not limited to, technical knowledge, computer programs, trade secrets, business processes, manufacturing processes, business plans, inventions, techniques, data of any kind, drawings, customer lists, financial statements, sales data, proprietary business information of any sort, research or development projects or results, tests, and/or any non-public information which concerns the business, operations, ideas or plans of either Party and conveyed to the receiving Party by any format or means including, but not limited to, written, typed, magnetic, or orally transmitted.  Confidential Information does not include the following types of information:  (1) information available to the public through no wrongful act of the receiving Party; (2) information which has been published; or (3) information which has been independently developed by the receiving Party.

6. Liability

Vibes’ aggregate liability under this Agreement and any cause arising out of this Agreement is limited to the aggregate amount of fees paid or owed by Client to Vibes pursuant to this Agreement.  Notwithstanding any other provision of the Agreement to the contrary, in no event shall either Party be liable to the other Party for consequential, special or indirect losses or damages sustained by them or any third parties with regard to the use of the Platform, irrespective of whether under contract, tort or otherwise (including, without limitation, loss of profits, loss of revenues, loss of customers or damage to reputation or goodwill).

7. Miscellaneous

No Joint Venture. Nothing in this Agreement shall be construed as establishing a joint venture between Vibes and Client.  Neither Party shall have the right to enter into any agreement that binds or obligates the other in any way, except as otherwise provided expressly in this Agreement.

In the event that any provision of this Agreement is determined to be invalid or unenforceable for any reason, such provision shall be deemed modified, if possible, to the extent required to render it valid, enforceable and binding, and such determination shall not affect the validity or enforceability of any other provision of this Agreement.

Binding Agreement. This Agreement shall be binding upon Client and its parent, subsidiary, affiliated or related companies, or their past or present officers, directors, members, managers, shareholders, agents, employees, successors or assigns and will inure to the benefit of Vibes and its successors and assigns.

Execution in Counterpart. This Agreement may be executed in multiple counterparts, each such counterpart being deemed an original copy thereof.

Non-Waiver. Failure by either Party at any time to enforce any of the terms hereof or a breach by the other Party shall not constitute a waiver of any of the provisions hereof or of subsequent breaches.

Entire Agreement/Merger and Integration. This Agreement, including the Exhibits, constitutes the entire and final expression of the agreement between the Parties pertaining to the subject matter hereof, and supersedes all prior related communications or agreements, whether oral, written, or electronically transmitted, between the Parties.

Governing Law. This Agreement shall be governed by the laws of the State of Illinois.

Headings. The subject headings of the sections of this Agreement are included for convenience only, and shall not affect the construction or interpretation of its provisions.

8. Electronic Signature

Each party agrees that the electronic signature, whether digital or encrypted, of Client included in this Agreement is intended to authenticate this writing and to have the same force and effect as a manual signature.  Electronic signature means any electronic, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile, e-mail electronic signatures, and any electronic record.