Master Services Agreement

Account.

the Corporate Account established for the Customer following Jukebox’s review and approval of a Corporate Account request.

Approved User.

an individual who is listed on the Customer’s Account and authorized by the Customer to place Orders on its behalf.

Account Owner.

the individual designated by the Customer as the primary account owner, with authority to manage the Account, add or remove Approved Users, and act on behalf of the Customer in connection with the Account.

Credit Limit.

the maximum outstanding balance assigned by Jukebox to the Account at any given time.

Order.

any purchase of products or services placed by an Approved User through the Account.

Products.

the printed products, materials, and related services supplied by Jukebox under an Order.

Purchase Order or PO.

a document issued by the Customer authorizing an Order, where required.

Services.

the products and services made available by Jukebox under this Agreement, including order fulfilment, customer support, and account management.

Enrolment in the Corporate Account program is subject to Jukebox’s review and approval. Jukebox may, in its sole discretion, approve, decline, or condition any Corporate Account request based on credit eligibility, the information provided in the request, and any other factors Jukebox considers relevant.

Approval of a Corporate Account request typically completes within forty-eight (48) hours of submission, but Jukebox makes no guarantee as to processing time. Jukebox will notify the Customer of approval, decline, or any conditions of approval by email to the address provided in the Account request.

Upon approval, Jukebox will provision the Account and assign a Credit Limit and payment terms based on the information provided. The Customer is responsible for the accuracy of all information submitted in the Account request and must promptly notify Jukebox of any material changes to that information.

Only Approved Users may place Orders under the Account. The Customer is solely responsible for ensuring that each Approved User is eligible to act on behalf of the Customer and is authorized to bind the Customer to financial obligations arising from Orders placed through the Account.

The Account Owner is responsible for adding, removing, and managing Approved Users. The Customer must promptly notify Jukebox or update the Account when an Approved User is no longer authorized, including upon termination of an Approved User’s employment or change in role. Until such notice or update is processed, the Customer remains responsible for all Orders placed by such Approved User.

All Orders placed through the Account, regardless of the individual placing them, are deemed to be placed by and binding upon the Customer. The Customer accepts full financial responsibility for all such Orders.

Each Order placed by an Approved User constitutes an offer to purchase Products from Jukebox subject to this Agreement and any Order-specific terms confirmed by Jukebox. Jukebox accepts an Order by issuing an order confirmation, by commencing production, or by shipping the Products, whichever occurs first.

If the Account has Purchase Orders enabled, every Order must include a valid Purchase Order number to be processed. Orders submitted without a valid PO number when required will not be accepted. The Customer is responsible for ensuring its Approved Users include valid PO numbers when required.

All Orders are subject to Jukebox’s standard production and shipping timelines, capacity, and material availability. Jukebox will use commercially reasonable efforts to meet quoted timelines but does not guarantee delivery dates unless expressly agreed in writing for a specific Order.

Pricing for Products is as displayed on the Jukebox website at the time the Order is placed, or as separately quoted by Jukebox for the Order. Pricing is subject to change at any time, but the price applicable to a confirmed Order will not change after Jukebox issues the order confirmation.

Invoices are issued in the currency designated on the Account (USD or CAD). All invoices are payable on standardized Net 15 to Net 30 day terms as assigned to the Account at approval. The Customer’s specific terms are confirmed by Jukebox in writing at the time of Account approval.

Custom or extended payment terms are not supported under the Corporate Account program. Any deviation from standardized Net 15 to Net 30 terms requires a separate written agreement signed by an authorized representative of Jukebox.

Payment must be received in full by the invoice due date. Time is of the essence with respect to payment. The Customer is responsible for all applicable taxes, duties, customs charges, and other governmental levies, except for taxes on Jukebox’s net income.

Invoices not paid by the due date may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, calculated from the due date until paid in full. The Customer agrees to reimburse Jukebox for reasonable costs of collection, including legal fees, incurred in collecting overdue amounts.

Jukebox assigns each Account a Credit Limit based on the information provided in the Account request and Jukebox’s assessment of the Customer’s creditworthiness. The Credit Limit may be reviewed and adjusted by Jukebox from time to time at its sole discretion.

Orders that would cause the Customer’s outstanding balance to exceed the Credit Limit may be held, declined, or require prepayment, at Jukebox’s discretion. Jukebox may temporarily increase or hold orders against the Credit Limit on a case-by-case basis without obligation to do so on a recurring basis.

Jukebox may suspend, lock, or close the Account, or decline to process new Orders, if (a) any invoice becomes overdue, (b) the Customer exceeds its Credit Limit, (c) Jukebox has reasonable concerns about the Customer’s solvency or creditworthiness, or (d) the Customer is in material breach of this Agreement. Jukebox will use reasonable efforts to notify the Customer of any such suspension and provide an opportunity to cure where appropriate.

The Customer retains all right, title, and interest in and to any artwork, designs, text, images, logos, brand assets, and other materials it provides to Jukebox in connection with an Order (“Customer Materials”). The Customer grants Jukebox a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, store, and display the Customer Materials solely as necessary to fulfil the Order and provide the Services.

The Customer represents and warrants that it owns or has obtained all rights, licenses, consents, and permissions necessary for Jukebox to use the Customer Materials in connection with the Order, and that the Customer Materials do not infringe the intellectual property, privacy, or publicity rights of any third party, do not violate any applicable law, and do not contain any unlawful, defamatory, or infringing content.

The Customer is solely responsible for the accuracy, content, and legality of all Customer Materials submitted with an Order. Jukebox is not obligated to review, verify, or correct Customer Materials and may decline to fulfil any Order that, in its reasonable judgement, contains content that violates this Section 7.

Jukebox retains all right, title, and interest in and to its own intellectual property, including the Jukebox name, logo, website, software, templates, design tools, production processes, and all related technology, content, and improvements. Nothing in this Agreement transfers any ownership of Jukebox intellectual property to the Customer.

Jukebox will produce Products in accordance with its standard production specifications and quality controls. Variations in colour, finish, trim, registration, and other production attributes within commercially reasonable tolerances are inherent to commercial printing and do not constitute defects.

The Customer must inspect Products promptly upon receipt. Any claim of defect, shortage, or non-conformance must be submitted to Jukebox in writing within fifteen (15) days of receipt of the Products, with sufficient detail and supporting evidence (including photographs where applicable) to allow Jukebox to investigate. Claims submitted after this period are deemed waived.

Where Jukebox determines, in its reasonable judgement, that a defect, shortage, or non-conformance is its responsibility, Jukebox’s sole obligation and the Customer’s sole remedy is, at Jukebox’s option, to (a) reprint or replace the affected Products, (b) issue a credit toward a future Order, or (c) refund the price paid for the affected Products. Jukebox is not liable for any other costs, including costs associated with installation, distribution, or use of the Products.

Custom-printed Products are produced specifically for the Customer and are not eligible for return or refund except in cases of Jukebox-attributed defect as described in this Section 8.

Each party may receive information from the other that is confidential or proprietary in nature (“Confidential Information”). Confidential Information includes, without limitation, Customer Materials, pricing, account terms, business plans, financial information, and any information identified as confidential or that a reasonable person would understand to be confidential.

Each party agrees to (a) use the other party’s Confidential Information solely for purposes of performing under this Agreement, (b) protect such Confidential Information using at least the same degree of care it uses for its own confidential information of similar nature, but in no event less than reasonable care, and (c) not disclose Confidential Information to any third party except to its employees, contractors, advisors, and service providers who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Confidential Information does not include information that is or becomes publicly available without breach of this Agreement, was already known to the receiving party without obligation of confidentiality, is independently developed, or is rightfully received from a third party without obligation of confidentiality.

Jukebox processes personal information collected through the Account and the Services in accordance with its Privacy Policy, which is incorporated into this Agreement by reference. The Customer acknowledges that it has reviewed the Privacy Policy.

The Customer represents and warrants that it has provided all necessary notices to and obtained all necessary consents from its Approved Users and any other individuals whose personal information is provided to Jukebox in connection with the Account, in accordance with applicable privacy laws.

Each party represents and warrants that (a) it has full power and authority to enter into this Agreement and to perform its obligations, (b) execution and performance of this Agreement does not conflict with any other agreement to which it is a party, and (c) it will comply with all laws applicable to its performance under this Agreement.

EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, JUKEBOX MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS OR SERVICES, AND DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL JUKEBOX BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PRODUCTS OR SERVICES, EVEN IF JUKEBOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

JUKEBOX’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING CONTRACT, TORT, AND OTHERWISE, WILL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY THE CUSTOMER TO JUKEBOX FOR THE SPECIFIC ORDER OR ORDERS GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The limitations in this Section 12 do not apply to (a) the Customer’s payment obligations under this Agreement, (b) either party’s indemnification obligations, (c) breach of confidentiality, or (d) liability that cannot be limited under applicable law.

The Customer will indemnify, defend, and hold harmless Jukebox and its directors, officers, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to (a) Customer Materials, including any claim that Customer Materials infringe or violate the rights of any third party, (b) Orders placed through the Account by Approved Users or persons whom the Customer has permitted to access the Account, (c) the Customer’s breach of this Agreement, and (d) the Customer’s use of the Products in any unlawful manner.

Jukebox will indemnify, defend, and hold harmless the Customer from and against any third-party claims that Jukebox’s services, excluding any aspect attributable to Customer Materials or the Customer’s instructions, infringe the intellectual property rights of a third party. Jukebox’s obligation in this paragraph is the Customer’s sole and exclusive remedy for any such infringement claim.

The party seeking indemnification will (i) promptly notify the indemnifying party of the claim, (ii) give the indemnifying party sole control of the defence and settlement, provided that no settlement may be entered into without the indemnified party’s consent if it imposes any obligation or admission of liability on the indemnified party, and (iii) provide reasonable cooperation at the indemnifying party’s expense.

This Agreement begins on the date the Account is approved by Jukebox and continues until terminated in accordance with this Section 14.

Either party may terminate this Agreement for convenience upon thirty (30) days’ written notice to the other party. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure the breach within fifteen (15) days after receiving written notice describing the breach.

Jukebox may suspend or terminate the Account immediately and without prior notice if (a) any invoice is overdue beyond cure periods reasonably permitted by Jukebox, (b) the Customer exceeds its Credit Limit and fails to bring the Account into compliance, (c) Jukebox reasonably believes the Account is being used for unlawful purposes, or (d) Jukebox reasonably believes the Customer has become or is likely to become insolvent.

Termination of this Agreement does not release the Customer from its obligation to pay for Orders placed before the effective date of termination. Sections 5, 7, 9, 10, 11, 12, 13, 14, and 15 survive termination of this Agreement.

Governing Law.

This Agreement is governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable in British Columbia, without regard to conflict of law principles.

Jurisdiction.

The parties submit to the exclusive jurisdiction of the courts of British Columbia for any disputes arising out of or relating to this Agreement, except that Jukebox may bring proceedings to recover unpaid amounts in any jurisdiction where the Customer is located or has assets.

Notices.

Notices to Jukebox must be sent to enterprise@jukeboxprint.com or by registered mail to Jukebox Print Inc., 3511 Jacombs Rd., Richmond, BC V6V 1Z8, Canada. Notices to the Customer will be sent to the Account Owner email address on file.

Amendments.

Jukebox may update this Agreement from time to time by posting a revised version on its website and providing notice to the Account Owner. Continued use of the Account after the effective date of an updated Agreement constitutes acceptance of the updated terms. The Customer may terminate the Account if it does not agree to an update.

Assignment.

The Customer may not assign this Agreement, in whole or in part, without Jukebox’s prior written consent. Jukebox may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Force Majeure.

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including without limitation acts of God, natural disasters, pandemic, war, terrorism, civil unrest, labour disputes, supplier failures, infrastructure outages, or government action.

Severability.

If any provision of this Agreement is held to be unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties’ intent.

No Waiver.

Failure to enforce any provision is not a waiver of the right to enforce that provision later.

Independent Contractors.

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or fiduciary relationship between the parties.

Entire Agreement.

This Agreement, together with any Orders, written quotations, the Privacy Policy, and any written addenda signed by both parties, constitutes the entire agreement between the parties with respect to the Corporate Account program and supersedes all prior or contemporaneous communications, representations, or agreements.

Order of Precedence.

In the event of a conflict between this Agreement and any Order, this Agreement governs unless the Order expressly amends this Agreement and is signed by an authorized representative of Jukebox.

Language.

The parties have requested that this Agreement and all related documents be drawn up in English. Les parties ont demandé que cette convention et tous les documents connexes soient rédigés en anglais.