IMPORTANT NOTE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTIONS AND YOUR RIGHT TO A JURY. THE TERMS OF ARBITRATION AND THE WAIVER APPEAR IN SECTION 10.D OF THIS AGREEMENT.
Seller Participation Agreement
(rev. October 29, 2021)
This Boost Program Seller Participation Agreement (“Agreement”) is entered into between the business applying for entry to the “Boost Program” and its representatives (“Company” or “you”) and Content Finance, Inc. (“Creative Juice”, “we”, or “our”). Certain defined terms used in this Agreement have the meanings set forth in Section 11.
This Agreement and the Creative Juice Business Deposit Account Agreement (together, the “Boost Program Agreements”), set forth the terms and conditions under which you may participate in the Boost Program and the terms and conditions that govern your sale to Creative Juice of certain commercial receivables you generate through one or more eligible Creator Platforms in connection with your business (collectively, “Receivables”). This Agreement will enable you to accept offers from us to sell Receivables, but does not obligate Creative Juice to offer to purchase any Receivable from you or require you to accept such offers and sell Receivables to Creative Juice. We will determine in our sole discretion whether and on what terms to purchase the Receivables as described in this Agreement.
We may update this Agreement at any time by delivering notice to you, and your continued use of the Boost Program will constitute acceptance of the updated terms.
Section 7 of this Agreement includes an authorization for Creative Juice to automatically restrict balances, debit your Creative Juice Business Deposit Account, or debit other Linked Accounts for amounts you may owe to Creative Juice or its affiliates.
Creative Juice is a financial technology company, not a bank. Banking services are made available to eligible businesses and provided by Blue Ridge Bank, N.A. The Boost Program is offered to you by Creative Juice. Blue Ridge Bank, N.A. is not affiliated with the Boost Program and does not administer it
From time to time, we may offer to purchase Receivables from you. Receivables that we offer to purchase and that you elect to sell to us pursuant to the terms of this Agreement are referred to as “Purchased Receivables.”
By participating in the Boost Program you agree to enable Creative Juice to access your accounts with Creator Platforms in order to evaluate the Receivables you have owing from the Creator Platform. As part of your Creative Juice account dashboard you will be provided with details specifying the Receivables that we determine in our sole discretion are eligible for purchase, the purchase price that you will receive for such receivables, applicable fees, and other relevant information (“Transaction Terms”). You should carefully review the Transaction Terms. The Transaction Terms will be based on information provided to us by you, or which we obtain from the applicable Creator Platforms (either directly or through third-party service providers).
By entering into any Transaction through your Creative Juice account, you acknowledge that you have reviewed the Transaction Terms provided through your account dashboard in respect of such Transaction and confirm that all such information, together with information from other sources that you have provided or authorized us to review, is correct, complete, and acceptable. You will promptly update previously provided information that is no longer correct or complete.
For any Purchased Receivable you elect to sell Creative Juice will pay you an amount calculated by taking the aggregate face value of the Purchased Receivables at the time of the sale, and applying a discount, which will be shown in the form of a fee in the Transaction Terms (the “Transaction Fee”)). You should review the Transaction Fee for each Transaction before accepting any offer to sell Receivables. The Transaction Fee discount applicable to each Purchased Receivable may vary from time to time and from transaction to transaction.
The purchase price, net of any Transaction Fees, will be deposited by Creative Juice into your Creative Juice Business Deposit Account. This payment may take place on the same day the Transaction is confirmed, depending on the time we receive such confirmation, and in any event will occur within three (3) business days following the date the Transaction is confirmed.
This Agreement is a master agreement that will apply to any Transactions between you and Creative Juice. You are not obligated to engage in any Transaction with us, including to accept the purchase price, Transaction Terms, or Transaction Fee. If you choose to enter into a Transaction, you acknowledge and agree that the Transaction Terms reflect the fair market value of the Purchased Receivables.
Creative Juice’s acceptance of this Agreement does not obligate us to engage in any Transaction with you. This applies whether or not we have previously engaged in Transactions with you under this Agreement. We are not required to provide a reason if we decline to purchase Receivables (or reduce the amount of Receivables we offer to purchase) at any point under this Agreement.
You agree to receive collection of the Purchased Receivable on our behalf utilizing the same level of care and process that you apply to Receivables that are not Purchased Receivables. For such collections you will continue to utilize the services of the Creator Platform and will not implement any changes thereto without our prior consent. You further acknowledge that as our servicer you are only authorized to receive Platform Collections to your Creative Juice Business Deposit Account, in the ordinary course, and will not pursue additional collection activities on Purchased Receivables. Notification of the sale of the Purchased Receivables will generally not be provided to the Creator Platform (or other applicable obligor) for administrative convenience, but we reserve the right to provide such notice in our sole discretion. Such notice may include a direction that the Creator Platform remit payment on the Purchased Receivable to an account designated by us. Upon our request, you agree to acknowledge such direction and provide any other supporting materials as may be required by the Creator Platform to implement such payment direction. You may not otherwise modify, amend or deal in the Purchased Receivables in your capacity as our servicer without our prior written approval.
You agree to enable us to directly receive (either directly from the Creator Platform or through a third-party integration with the Creator Platform) any data or other information regarding the Platform Collections. If at any time such direct access is not available (i) you will promptly deliver such information to Creative Juice, and (ii) you agree that Creative Juice may rely on such information you provide in tracking Platform Collections.
You are required to set and maintain your Creative Juice Business Deposit Account as your Payout Account prior to accepting any purchaser offer under this Agreement and for so long as any amounts remaining outstanding with respect to Purchased Receivables. Upon receipt of any Platform Collections to your Creative Juice Business Deposit Account, you agree that we may subsequently debit your Creative Juice Business Deposit Account for such funds in an amount equal to the Platform Collections.
In the event that the Platform Collections are directed to an account other than your Creative Juice Business Deposit Account, you acknowledge that you have no legal title to such funds and agree to hold the amount of such payment in trust for the benefit of Creative Juice. You authorize Creative Juice to initiate an Automated Clearing House (ACH) or direct electronic funds transfer from any such third party account and to take any other steps that may be necessary for Creative Juice to receive the Platform Collections.
By entering into this Agreement and participating in the Boost Program, including accepting any offer for Receivables, Company and the natural person taking such action each makes the following representations and warranties for itself or as an authorized representative of Company, as applicable.
The representations and warranties in this Section 3 are ongoing and will survive both the Transaction date and the termination of this Agreement.
During the term of this Agreement, including any period in which any amounts are owed with respect to Purchased Receivables, Company will:
During the term of this Agreement, including any period in which any amounts are owed with respect to Purchased Receivables, Company will not, without prior written permission from Creative Juice, attempt or purport to:
Creative Juice will collect the entire amount owed under any Purchased Receivables in respect of any Transaction (including any fees charged) from the applicable Platform Collection. In limited circumstances we may additionally have recourse to Company’s assets where Company has (i) breached representations, warranties, or covenants made under Sections 3 or 4 of this Agreement or (ii) triggered an Event of Default under Section 9 of this Agreement.
If: (a) Company breaches any representation, warranty or covenant under Section 3.1 or Section 4, (b) Company breaches any representation or warranty under Section 3.2 with respect to one or more specific Purchased Receivables or any Purchased Receivables are subject to an Impairment (as contemplated in Section 5.2), or (c) Company is subject to an Event of Default, then in each such case Creative Juice may require that Company repurchase either all Purchased Receivables, in case of clauses (a) and (c), or the affected Purchased Receivable, in the case of clause (b) (each, a “Repurchase”) at the amount previously paid by Creative Juice, net of any Platform Collections actually received by Creative Juice as of the date of such Repurchase.
Once Company has repurchased any Purchased Receivables subject to a Repurchase, those repurchased Receivables will no longer be considered Purchased Receivables. For clarity, a Repurchase will not transfer title or otherwise release Creative Juice’s ownership of the relevant Purchased Receivables until all amounts owing in respect of such Repurchase have been fully paid.
Without limiting Section 5.1 above, if a Creator Platform makes any reduction or adjustment to, or takes or retains any credit in respect of, the amount of a scheduled payout in respect of Purchased Receivables (each, an “Impairment”), Company will indemnify Creative Juice for the decrease in the recoverable value of the Purchased Receivables in respect of such Impairment. The amount of any such indemnity by Company will become immediately due and payable.
In the event of an Impairment that is not associated with a specific Purchased Receivable (e.g. the establishment of a general reserve by the Creator Platform), you agree that in Creative Juice’s sole discretion the Impairment amount may be deemed allocated to first reduce the amount of collections received by Company with respect to Receivables that are not Purchased Receivables prior to application of such Impairment amounts to the Purchased Receivables.
Funds owing to Creative Juice in respect of any Repurchase or Impairment are due on demand. We may make such demand immediately or periodically on an aggregated basis for administrative convenience in our sole discretion. We may debit Company’s Creative Juice Business Deposit Account or other Linked Accounts to recover amounts owed by Company in respect of any Repurchase or Impairment to the maximum extent permitted by law.
COMPANY WAIVES ANY REQUIREMENT THAT CREATIVE JUICE INFORM COMPANY OF ANY REPURCHASE OR IMPAIRMENT HEREUNDER. CREATIVE JUICE’S FAILURE TO REPURCHASE OR REQUIRE INDEMNIFICATION FOR IMPAIRMENTS AS PERMITTED HEREUNDER IS NOT A WAIVER BY CREATIVE JUICE OF ANY RIGHT TO REPURCHASE OR REQUIRE INDEMNIFICATION FOR IMPAIRMENTS TO WHICH IT MAY BE ENTITLED UNDER THIS AGREEMENT.
Immediately upon receipt of Platform Collections, we may debit your Creative Juice Business Deposit Account (or other Linked Account to which such Platform Collections were deposited) for such Platform Collections.
We will attempt to collect any other amounts you owe under this Agreement from your Creative Juice Business Deposit Account, including Repurchases and Impairments. If we are unable to collect any such amounts owed under this Agreement from your Creative Juice Business Deposit Account, we may attempt to collect such amounts owed from any other Linked Account that is currently or was previously linked. We may collect partial payments for unpaid amounts from any Linked Account that is currently or was previously linked, but any partial payment is not a waiver of our rights and will not satisfy your obligation to pay in full.
Failure to cause Platform Collections to be deposited in the Creative Juice Business Deposit Account or to otherwise pay the full amount owed to us when required is a breach of this Agreement. You are responsible for all costs or expenses that we incur in the process of collecting amounts owed but not timely paid, including legal or collections fees, and you are responsible for paying interest on such amounts at the maximum rate permitted under law.
THIS SECTION PROVIDES AUTHORIZATION TO AUTOMATICALLY DEBIT YOUR CURRENT AND PREVIOUSLY LINKED ACCOUNTS FOR ALL AMOUNTS YOU OWE UNDER THIS AGREEMENT. PLEASE READ IT THOROUGHLY.
You authorize Creative Juice, or our respective successors and assigns, to collect amounts owed under this Agreement by debiting funds from your current and previously Linked Accounts at financial institutions (including banks and credit unions). If we use the Automated Clearing House (ACH) network, the debits will be governed by the rules established by the National Automated Clearing House Association (NACHA) for business-related ACH debits. You also authorize Creative Juice to debit your Linked Accounts for verification purposes (through microdeposits or similar means).
We will debit Linked Accounts for all amounts owed to us in connection with this Agreement. If we cannot collect these amounts via ACH or another method, you agree to immediately pay all amounts owed as directed. We may debit Linked Accounts separately for the payment of fees that you incur.
In the event that we make an error in processing an electronic debit, you authorize us to correct the error by initiating an electronic credit or debit to the Linked Account in the amount of such error on or after the date such error occurs.
This authorization includes the authorization to collect immediately for any Repurchase or Impairment as described in Section 5.
You agree to designate and maintain your Creative Juice Business Deposit Account as a Linked Account under this Agreement. In the Program Agreements you authorize Creative Juice, an entity acting on behalf of use, or any of our successors and assigns to instruct the Deposit Account Bank to restrict amounts in and debit your Creative Juice Business Deposit Account:
Amounts may be debited through ACH or through another method designated by Creative Juice or our successors or assigns.
To withdraw the debit authorization from a Linked Account (including your Creative Juice Business Deposit Account), you must provide us 30 days’ notice and pay all amounts owed under this Agreement immediately. Please note that revoking the authorization of your Creative Juice Business Deposit Account as a Linked Account will not take effect until all outstanding obligations have been paid in full, and will mean that you are no longer eligible for future Transactions through the Boost Program even if you have paid all of your obligations.
Withdrawal of a debit authorization does not terminate the Creative Juice Business Deposit Agreement, any other agreement between you and Creative Juice or our affiliates, or your obligation to pay all amounts owed under this Agreement. Company will be responsible for all costs of collections and damages if amounts owed are not paid in full by Company.
Each of Creative Juice and Company intends the transfer of Purchased Receivables under this Agreement to be a true sale, conveying good title free and clear of any liens, from Company to Creative Juice that is absolute and irrevocable. It is the intention of Creative Juice and Company that the arrangements with respect to the Purchased Receivables will constitute a purchase and sale of such Purchased Receivables and not a loan to Company secured by the Purchased Receivables. At any time and from time to time, Creative Juice and Company will promptly and duly execute and deliver or will promptly cause to be executed and delivered, such further instruments and documents and take such further actions as are reasonably requested by the other party to confirm the sale of the Purchased Receivables and/or for the purpose of obtaining or preserving the full benefits of this Agreement. However, notwithstanding the intent of Creative Juice and Company, if a court of competent jurisdiction holds that the conveyance of the Purchased Receivables is not a true sale of such Purchased Receivables from Company to Creative Juice, this Agreement also will be deemed to be and hereby is a security agreement within the meaning of the UCC, and the conveyance by Company provided for in this Agreement will be deemed to be, and Company hereby grants to Creative Juice, a security interest in and to all of Company's right, title, and interest, in the Purchased Receivables to secure all obligations now or hereafter arising from Company to Creative Juice; provided, however, that if a court of competent jurisdiction holds that the conveyance of such Purchased Receivables is not a true sale, Creative Juice will have the immediate right to terminate this Agreement and treat such event as grounds for Repurchase, thereby requiring Company or its designee to immediately purchase all of the Purchased Receivables. Subject to the foregoing, Company hereby authorizes Creative Juice to file a financing or continuation statement with respect to the limited grant provided in this Section 8.1.
You authorize us to take any action necessary to perfect or maintain the perfection of a security interest held by us, to the extent perfection has not already been achieved as a result of your agreeing to the Program Agreements. You agree to pay any fees and costs associated with the perfection or maintenance of such security interests or the satisfaction of amounts owed.
As security for the repayment of present or future Repurchases, Impairments, or other amounts for which Company is obligated to pay us pursuant to this Agreement, you grant us a continuing security interest in, and lien on, and a right of setoff with respect to, the securities, cash, or other property that are, now or in the future, carried or held in or through your Creative Juice Business Deposit Account (“Deposit Account Collateral”). You acknowledge and agree that, to your actual knowledge, there are no security interests in any of the Deposit Account Collateral other than security interests created under the Program Agreements. You further acknowledge and agree that you may not in the future pledge any security interest in your Creative Juice Business Deposit Account to any party except Creative Juice without the express written consent of Creative Juice.
Each of the following events will constitute an “Event of Default”:
Upon the occurrence of any Event of Default, in addition to any rights Creative Juice has under the Program Agreements or applicable law, including any rights we have to immediately initiate Repurchases under Section 5.1, we may immediately terminate this Agreement.
You may at any time cease entering into Transactions without notice to Creative Juice, but you may not terminate the Program Agreements or your appointment as servicer for the Purchased Receivables if any amounts are owed to Creative Juice, or its successors or assigns, with respect to Purchased Receivables. You may terminate this agreement by providing notice to us in accordance with this agreement at any time when no Purchased Receivables remain outstanding.
We may terminate the Program Agreements and your participation in the Boost Program as described in Section 9.1, if there is an Event of Default, or if we determine, in our sole discretion, that your continued participation in the Boost Program poses an unacceptable risk to us. In the event that we terminate your participation in the Boost Program prior to the Platform Collection or the other full collection of amounts due in respect of a Transaction, you may be required to maintain your Creative Juice Business Deposit Account (or other Linked Account, as applicable) and act as servicer in the limited capacity described in Section 9 until all amounts due in connection with any Purchased Receivables have been paid in full and you have discharged any remaining obligations to us or our successors or assigns hereunder.
The relationship of the parties is intended to be that of purchaser and seller of Receivables. Following any Transaction, Creative Juice will have the absolute right to collect on Purchased Receivables, and may sell, factor, pledge, initiate collections, or settle any dispute relating to the Purchased Receivables in its sole discretion. Company will reflect in its books and records to show that it has sold the Purchased Receivables to Creative Juice. You acknowledge that upon your receipt of the purchase price for any Transaction, subject to any Repurchase rights we may exercise, you will have no right to reacquire the related Purchased Receivable or to otherwise receive any Platform Collections with respect thereto.
By entering into this Agreement, you agree that we may obtain and review information about Company from such sources as we believe to be relevant. If requested, you will provide us with such documentation or additional information as we may reasonably request in connection with proposed Transactions. You further agree that we may review information available to us about Company or Company’s owners, managers or employees, from multiple sources, including information provided to us by our affiliates and service providers, or information you provide by connecting to Selling Platforms or Linked Accounts, to determine whether you are eligible to make offers or enter into Transactions under this Agreement, and the applicable quantity of Receivables and purchase price for any Transaction.
Sections 2.4 (Purchased Receivables Collections), 3 (Company Representations and Warranties, 5 (Company Covenants), 4 (Mandatory Repurchases and Impairments of Purchased Receivables), 6 (Collections), 7.1 (Your Authorization to Debit Linked Accounts), 7.2 (Manner and Timing of Payment), 7.3 (Deposit Account Authorization), 8 (Security Interest), 9 (Events of Default and Termination), 10 (Other Provisions) and all other provisions of this Agreement or the agreements, terms, and policies incorporated herein giving rise to continuing obligations of the parties, will survive termination of this Agreement.
This Agreement will be construed, applied, and governed by the laws of the State of New York exclusive of its conflict or choice of law rules except to the extent that U.S. federal law controls. Without limiting Section 10.D (Arbitration), any litigation will be brought in the state or federal courts located in New York, New York .
You and Creative Juice agree that the sole and exclusive forum and remedy for resolution of a Claim will be final and binding arbitration pursuant to this Section 7 (the “Arbitration Provision”). As used in this Arbitration Provision, “Claim” shall include any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and us on the other hand, relating to or arising out of this Agreement, and/or the activities or relationships that involve, lead to, or result from this Agreement, including the validity or enforceability of this Arbitration Provision, any part thereof, or the entire Agreement. Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise. Claims include matters arising as initial claims, counter‐claims, cross-claims, third-party claims, or otherwise. Please note that you may continue to assert Claims in small claims court, if your Claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable.
This Arbitration Provision is made pursuant to a transaction involving interstate commerce and shall be governed by and enforceable under the Federal Arbitration Act (the “FAA”). The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or other types of relief permitted by applicable substantive law, subject to the limitations set forth in this Arbitration Provision. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court. The arbitrator shall take steps to reasonably protect confidential information.
If a Claim arises, our goal is to address your concerns and, if we are unable to do so, to provide you with a neutral and cost effective means of resolving the dispute quickly. You agree that before filing any claim in arbitration, you will first submit your Claim to us by Email at email@example.com and provide us with the opportunity to resolve your concern prior to initiating arbitration.
The party initiating arbitration shall do so with the American Arbitration Association (the “AAA”) or Judicial Alternatives and Mediation Services (“JAMS”). The arbitration shall be conducted according to, and the location of the arbitration shall be determined in accordance with, the rules and policies of the administrator selected, except to the extent the rules conflict with this Arbitration Provision or any countervailing law. If you have any questions concerning the AAA or would like to obtain a copy of the AAA arbitration rules, you may call 1(800) 778-7879 or visit the AAA's web site at: www.adr.org. If you have any questions concerning JAMS or would like to obtain a copy of the JAMS arbitration rules, you may call 1(800) 352-5267 or visit their web site at: www.jamsadr.com. In the case of a conflict between the rules and policies of the administrator and this Arbitration Provision, this Arbitration Provision shall control, subject to countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply. The arbitration will be held in the United States county where you live or work, or any other location we agree to.
If we elect arbitration, we shall pay all the administrator's filing costs and administrative fees (other than hearing fees). If you elect arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the rules of the administrator selected, or in accordance with countervailing law if contrary to the administrator's rules. We shall pay the administrator's hearing fees for one full day of arbitration hearings. Fees for hearings that exceed one day will be paid by the party requesting the hearing, unless the administrator's rules or applicable law require otherwise, or you request that we pay them and we agree to do so. Each party shall bear the expense of its own attorneys' fees, except as otherwise provided by law. If a statute gives you the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary herein.
Within 30 days of a final award by the arbitrator, any party may appeal the award for reconsideration by a three-arbitrator panel selected according to the rules of the arbitrator administrator. In the event of such an appeal, any opposing party may cross-appeal within 30 days after notice of the appeal. The panel will reconsider de novo all aspects of the initial award that are appealed. Costs and conduct of any appeal shall be governed by this Arbitration Provision and the administrator's rules, in the same way as the initial arbitration proceeding. Any award by the individual arbitrator that is not subject to appeal, and any panel award on appeal, shall be final and binding, except for any appeal right under the FAA, and may be entered as a judgment in any court of competent jurisdiction.
NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT. Unless consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction. Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and shall not (a) determine the rights, obligations, or interests of anyone other than a named party, or resolve any Claim of anyone other than a named party; nor (b) make an award for the benefit of, or against, anyone other than a named party. No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this Section 10.D, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. Any challenge to the validity of this Section 10.D shall be determined exclusively by a court and not by the administrator or any arbitrator.
This Arbitration Provision shall survive the termination of this Agreement. If any portion of this Arbitration Provision is deemed invalid or unenforceable, the remaining portions of this Arbitration Provision shall nevertheless remain valid and in force. If there is a final judicial determination that applicable law precludes enforcement of this Arbitration Provision’s limitations as to a particular claim for relief or particular term, then that claim (and only that claim) or that term (and only that term) must be severed from the Arbitration Provision and may be brought in court. If an arbitration is brought on a class, representative, or collective basis, and the limitations on such proceedings in this Section 10.D are finally adjudicated pursuant to this Section 10.D to be unenforceable, then no arbitration shall be had. In no event shall any invalidation be deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this Arbitration Provision.
THE PARTIES ACKNOWLEDGE THAT THEY HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR JURY, BUT WILL NOT HAVE THAT RIGHT IF ANY PARTY ELECTS ARBITRATION PURSUANT TO THIS ARBITRATION PROVISION. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE SUCH CLAIMS IN A COURT BEFORE A JUDGE OR JURY UPON ELECTION OF ARBITRATION BY ANY PARTY.
This Agreement, including any terms, agreements or policies incorporated by reference, constitutes the entire understanding of the parties with respect to the subject matter described and supersedes all other proposals or previous understandings, written or oral, between the parties. Without limiting Creative Juice’s rights to amend the terms of this Agreement upon notice as provided herein, no other agreements, representations, or warranties other than those provided in this Agreement will be binding unless in writing and signed by Company and Creative Juice.
You consent to accept notices under this Agreement or relating to the Boost Program, including amendments to this Agreement or the terms contained herein that are subject to modification by us upon notice to you, electronically and understand this has the same legal effect as a physical signature. We may send notices to you via the Company email addresses or physical addresses maintained in connection with your Creative Juice account. You agree to keep all contact information for your account current.
You understand that acceptance of electronic notices is required under this Agreement and that you may only withdraw this consent by closing your Account and terminating your participation in the Program. Notices are considered received 24 hours after delivered to you. To properly receive electronic notices, you must keep all software on devices up-to-date (such as having a modern browser and all updates installed). You are responsible for costs issued by internet or mobile service providers for sending or receiving these notices.
You must notify us immediately if you change your:
Notices to Creative Juice must be provided by physical delivery using United States mail or reputable overnight courier services to the following addresses (as may be updated by Bank upon notice to you provided in the manner described above):
1508 Marshall Lane
Austin Texas 78703
We may sell, transfer or assign this Agreement and any Purchased Receivables. We may do so at any time without notifying you. You may not sell, assign or transfer this Agreement or any of your obligations under this Agreement. Any assignment by you in violation of this Agreement shall be null and void.
In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable provision, which being valid and enforceable, comes closest to the intent of the parties underlying and invalid, illegal or unenforceable provision.
The headings, titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
We may choose to delay enforcing or to not exercise rights under this agreement. If we do this, we do not waive our rights to exercise or enforce them on any other occasion. Any election by us to pursue any remedy will not constitute a waiver of our rights to pursue other remedies. No forbearance or delay by us shall be deemed to waive any of our rights or remedies or create a course of dealing between the parties. Any election by us to make expenditures or to take action to perform one or more of your obligations under this Agreement, after your failure to perform, shall not affect our right to declare an Event of Default and exercise our remedies.
“Boost Program” means the program through which Creative Juice and Company enter into one or more Transactions for the purchase and sale of Purchased Receivables.
“Creative Juice Business Deposit Account” means the deposit account established pursuant to the Creative Juice Deposit Account Agreement between you and the Deposit Account Bank.
“Creator Platform” means each content platform through which eligible Receivables may be generated for purchase by Creative Juice, as shown in your account dashboard from time-to-time.
“Deposit Account Bank” means Blue Ridge Bank, N.A., or any other successor or replacement bank at which the Creative Juice Business Deposit Account is maintained.
“Linked Account” means any account that is held with a financial institution (including the Deposit Account Bank) and is linked to or authorized for use or payment through your account with Creative Juice.
“Platform Account” means, for each Creator Platform, the account through which Company’s content is displayed and Receivables are generated.
“Platform Agreement” means, for each Creator Platform, the agreement(s) between you and such Creating Platform relating to the establishment of your Platform Account and receipt of Platform Collections.
“Platform Collections” means amounts paid by a Creator Platform to Company’s Payout Account in respect of collections or other recoveries on the Purchased Receivables.
“Payout Account” means the bank or financial institution account that Company has designated as the recipient account for payouts of amounts from Company’s Platform Account.
“Transaction” means each purchase and sale of Receivables under this Agreement.
“Transaction Fees” has the meaning ascribed to it in Section 2.2 of this Agreement.
“Transaction Summary” has the meaning ascribed to it in Section 2.1 of this Agreement.