Banzai Services Agreement
This Services Agreement (“Agreement”) is made and entered into as of the date of the date indicated on the SOW, (the “Effective Date”), by and between Banzai International, Inc., a Delaware corporation (the “Service Provider”), and the recipient of services (the “Company”).
1. Appointment; Term. Service Provider will provide certain services to the Company beginning on the Effective Date until this Agreement is terminated in accordance with Section 4 hereof (the “Term”). Service Provider, pursuant to the provisions of this Agreement, agrees to provide services to the Company, which will be detailed in the Statement(s) of Work (“SOWs”) attached hereto as Exhibit A (the “Services”). Additional SOWs detailing additional Services may be added to this Agreement upon the later mutual written agreement of the parties. In the event the Parties enter into subsequent SOWs, they shall be subject to this Agreement unless otherwise stated.
2. Compensation. As consideration for the Services to be provided by Service Provider and other obligations, the Company shall pay to Service Provider fees as set forth in the SOWs (the “Fees”). Service Provider shall invoice the Company upon the engagement of each SOW. Service Provider’s current Fees are referenced in Exhibit B, and may be changed from time to time without notice.
3. Right to Contract; Conflict of Interest. Company hereby represents and warrants to the Service Provider that (i) Company has full right and authority to enter into this Agreement and to perform the obligations hereunder, and (ii) the execution and delivery of this Agreement by the Company and the performance of Service Provider’s obligations hereunder will not conflict with or breach any agreement, order or decree to which the Company is a party or by which the Company is bound.
4. Termination by the Company or the Service Provider. At any time during the Term of this Agreement the Company and Service Provider shall have the right to terminate this Agreement (i) for any reason, with or without cause, by giving thirty (30) days’ written notice to the other party or (ii) immediately upon a breach of this Agreement by the other party by giving written notice to the other party. The termination shall become effective on the date specified in the notice, which termination date shall not be a date prior to the date of the notice of termination itself. The rights and obligations of Sections 5 through 9 will survive any termination or expiration of this Agreement. Upon termination of this agreement by the Company, any unused credit balance shall become void, and no refund or monetary compensation will be due to Company.
If this agreement is terminated by Service Provider, any unused and paid-for credit balance, not to include credits issued as courtesy or as a result of the Service Level Agreement, shall be refunded to the Company within 15 days.
5. Confidentiality. Each party (“Recipient”) recognizes that it will be exposed to, will have access to and may be engaged in the development of information (including all tangible and intangible manifestations) regarding the patents, copyrights, trademarks, trade secrets, technology, strategic sales/marketing plans, contact data, and business of the other party (“Discloser”), and each Recipient agrees as follows:
All Confidential Information (as defined below) of Discloser, whether presently existing or developed in the future, shall be the sole property of Discloser and its assigns. In addition, Discloser and its assigns shall be the sole owner of all intellectual property and other rights in connection with such Confidential Information. The term “Confidential Information” shall mean all inventions, works of authorship, trade secrets, business plans, confidential knowledge, data or any other proprietary information of Discloser, whether in oral, written or electronic form, that (1) is disclosed by Discloser to Recipient or persons or entities controlling, controlled by or under common control (“Affiliates”) of Recipient or that is otherwise learned by Recipient in the course of its discussions or business dealings with Discloser, and (2) has been identified as being proprietary and/or confidential or that by the nature of the circumstances surrounding the disclosure or receipt, reasonably ought to be treated as proprietary and/or confidential. By way of illustration but not limitation, “Confidential Information” includes, without limitation, (i) inventions, ideas, samples, designs, applications, drawings, methods or processes, formulas, trade secrets, data, source and object codes, know-how, improvements, discoveries, developments, designs and techniques (hereinafter collectively referred to as “Inventions”) owned or licensed by Discloser and its Affiliates or assigns; and (ii) information regarding plans for research, development, new products and service offerings, marketing and selling, business plans, budgets and unpublished financial statements, licenses, sales, pricing, profits and costs, distribution arrangements, suppliers and customers, marketing, customer and partner strategies, business development plans, customer and partner lists; and information regarding the skills and compensation of employees of Discloser and its internal organization. Confidential Information does not include information, data or know-how that (A) was within Recipient’s knowledge or possession prior to receipt from Discloser, (B) is or becomes public knowledge (i.e., part of the public domain) other than by a breach of this Agreement, (C) is lawfully received from a third party who did not acquire or disclose such information by a wrongful or tortious act; or (D) is independently developed by Recipient without reference to or disclosure of Discloser’s Confidential Information.
During the term of this Agreement and after its termination, Recipient will keep in confidence and trust all Confidential Information of Discloser and take reasonable measures to protect the secrecy of and avoid unauthorized disclosure or use of Confidential Information in its possession. Except in connection with this Agreement, Recipient shall not reproduce, use or disclose any Confidential Information for its own benefit or for the benefit of any third party, without the prior written consent of Discloser. Each party shall be responsible for breaches by its Affiliates.
In the event that Recipient becomes legally obligated to disclose Confidential Information of Discloser to a judicial, governmental or regulatory entity with jurisdiction over it, nothing in this Agreement will be deemed to prohibit such disclosure; provided, however, that Recipient will give Discloser prompt written notice to allow Discloser to seek a protective order or other appropriate remedy. Recipient will disclose only such information as, in its good faith judgment, is legally required, and the act of such disclosure will not operate to render Confidential Information non-confidential, unless the making of such required disclosure renders the Confidential Information public record.
Each party agrees that its obligations provided in this Section 5 are necessary and reasonable to protect the other party and its business. Recipient agrees that any breach of this Agreement may cause Discloser to suffer irreparable harm for which monetary damages would be inadequate compensation, and that Discloser will be entitled to seek an injunction or other equitable relief with respect to any actual or threatened breach, in addition to any other remedy.
6. Payments. Payments are due and payable in full within 15 days after the date of the invoice. The fees do not include any taxes, import or export fees, duties, or similar charges, all of which are Company’s responsibility unless otherwise required by law. Any amount not paid when due will bear interest from the due date until paid at a rate equal to 1% per month (12.68% annually) or the maximum allowed by law, whichever is less. The fees are non-refundable. The Company will be liable for all legal and other expenses associated with collecting any overdue fees.
7. Nondisclosure of Third-Party Information. Recipient understands that the Discloser has received and will receive from third parties information that is confidential or proprietary and that is subject to restrictions on Discloser’s use and disclosure (“Third-Party Information”). Third-Party Information in the possession of Discloser constitutes Confidential Information of Discloser and is subject to the restrictions on use and disclosure set forth in Section 5.
8. Governing Laws. This Agreement shall be governed in accordance with the laws of the State of Washington, without reference to conflicts of laws principles.
9. Miscellaneous. Any term of this Agreement may be amended or waived only with the written consent of the parties. This Agreement constitutes the sole agreement of the parties and supersedes all oral negotiations and prior writings with respect to the subject matter hereof. Neither Company nor Service Provider may assign its rights and obligations under this Agreement. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service, confirmed facsimile or electronic mail, or four (4) days after being deposited in the regular mail as certified or registered mail. In the event that any provision of this Agreement is held to be invalid or unenforceable by a court with jurisdiction over the parties, such provision will be deemed to be restated (retroactively) to reflect as nearly as possible the original intentions of the parties in accordance with applicable law and the remaining provisions of this Agreement will remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.
10. Banzai Platform. Banzai Platform is a cloud software platform. Service Provider will provide Customer with access to Banzai Platform to view event registrations generated by Service Provider, manage upcoming event campaigns, track contact interaction history, generate new SOWs, and view event campaign reports.
11. Service Level Agreement. Prior to the launch of any campaign subject to this Master Services Agreement, Client and Provider will mutually agree in writing (including by email, or via the Banzai platform software application) on a registration goal (the “Goal”) for such campaign, taking into account time frame, list size, list quality, geography, and other factors that may vary between campaigns. If Provider delivers fewer than 75% of the registrations specified in the Goal for a given campaign, Provider will issue Client one or more registration credits as compensation, with the number of such credits calculated based on the proportional miss of the Goal (expressed as a fraction) multiplied by the usage fees. For example, if the Goal for the campaign is 30 registrations, and the Service Provider obtains 20 registrations (i.e., a shortfall of 10 registrations), Provider would issue Client 10 registration credits. Each registration credit will be redeemable by the Client for one (1) registration in a future campaign performed by Provider.