Master Services Agreement
For Youth Noise

This Master Services Agreement (this “Agreement”) is between Youth Noise LLC (“us”, “our”, “we”, “Agency” or “Youth Noise”), and you, the entity whose name and authorized signatory appear in the signature block of this Agreement (“you”, “your” or “Client”). This Agreement will be effective as of the latest date of the signatures of the parties below (“Effective Date”). 1) SCOPE OF SERVICES; SOW. This Agreement governs all the services that we perform for you (collectively, the “Services”).  

a) Statement(s) of Work. The Services will be described in one or more insertion orders or statements of work (each, a “SOW”). Once you and we mutually agree to a SOW (either by signing it or by electronic acceptance), the SOW will become a part of, and governed under, the terms of this Agreement. If there is a material difference between the language in a SOW and the language in this Agreement, then the language of the SOW will control, except in situations involving warranties, limitations of liability or termination of this Agreement. Under those limited circumstances, the terms of this Agreement will control unless the SOW expressly states that it is overriding the conflicting provisions of this Agreement. 

b) Client’s Obligations. You agree that (i) you will promptly respond to all requests for information requested by Youth Noise, and that all information you provide to Youth Noise will be accurate and not misleading, and (ii) you are the owner or authorized licensor of all software, information, data, or materials you supply to the Company (“Client Materials”), and that none of the Client Materials violates the intellectual property or privacy laws of any third party. In addition, you understand and agree that (i) your failure to timely provide any Client Materials required for a project or campaign may result in the delay or re-scheduling of the project, for which Youth Noise shall be held harmless, and (ii) Youth Noise reserves the right to reject or discontinue any project or campaign at any time if, in Youth Noise’s reasonable discretion, the applicable project or campaign violates or may tend to violate any law, statute or regulation to which Youth Noise or Client is bound.  

c) Authorized Contact(s). You understand and agree that Youth Noise will be entitled to rely on any directions or consent provided by your personnel or representatives who are authorized in a SOW to provide such directions or consent (“Authorized Contacts”). If no Authorized Contact is identified in an applicable SOW, then your Authorized Contact will be the person(s) (i) who signed this Agreement, and/or (ii) who signed the applicable SOW. If you desire to change your Authorized Contact(s), please notify Youth Noise of such changes in writing which, unless exigent circumstances are stated in the notice, will take effect three (3) business days thereafter. 

2) PAYMENT. You agree to pay the fees described in each SOW.  a) Schedule. Unless otherwise stated in a SOW, all undisputed fees will be due and payable in advance of the calendar month in which the Services are to be provided to you. If applicable, payments made by ACH will be deducted from your designated bank account on the first business day of the month in which the Services are to be provided. For prepaid fees or fees paid pursuant to a service plan, payment must be made in advance of work performed, unless other arrangements are expressly stated in the SOW.  3) LIMITED WARRANTIES; LIMITATIONS OF LIABILITY.  

a) Warranties. Youth Noise warrants that the Services will be performed by qualified personnel, and the Services will materially comport with the descriptions, requirements, and specifications described in an applicable SOW. Youth Noise further warrants and represents that, to the best of its knowledge, none of the Services will violate the intellectual property or privacy rights of any third party.  

i) No Guarantee. You understand and agree that the Services are based on certain best practices and methodologies that have proven to be successful in the art of search engine optimization; however, given the changing nature of the industry and the various third party technologies with which Youth Noise works, the results from the Services cannot, and are not, guaranteed. Fees paid to Youth Noise are for the provision of Services only; Fees are neither dependent upon, or determined by, the success of any particular Service or campaign. Youth Noise uses Domain Rating (“DR”), a proprietary measure of website quality provided by Ahrefs (Ahrefs.com) as a measure of quality and website authority of its publishers. Youth Noise does not guarantee a publishers website design, social activity, or any other measure of publisher website quality, relevance, or appropriateness.  Specifically, but without limitation: 

ii) “social shares” are not guaranteed to occur for any published articles or press releases, and Youth Noise does not guarantee that published articles will reference Client’s company name except for “brand mention”-type services; and, 

iii) link removal recommendations made by Youth Noise will be made in good faith, but Youth Noise has no means to verify with search engines whether such recommendations will help or hinder Client’s rankings. Youth Noise has no control over links identified for removal and does not guarantee links will be removed. Youth Noise does not guarantee links from new (unique) publishers on a month-to-month basis. 

Unless expressly stated in this Agreement, Youth Noise does not warrant that the Services will be error-free, merchantable, or fit for any particular purpose. b) Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW, and is a bargained-for and material part of this Agreement. In no event shall either party be liable for any indirect, special, exemplary, consequential or punitive damages, or for lost revenue, loss of profits (except for fees due and owing to Youth Noise), savings, or other indirect or contingent event-based economic loss arising out of or in connection with this Agreement, any SOW, or the Services, or for any loss or interruption of technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOW, even if a party has been advised of the possibility of such damages. Except for your payment obligations and your indemnification obligations described in this Agreement, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you to Youth Noise for the specific Service upon which the applicable claim(s) is/are based during the six (6) month period immediately prior to the date on which the cause of action accrued. The foregoing limitation shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence. 

4) INDEMNIFICATION. Each party (an “Indemnifying Party”) agrees to indemnify, defend and hold the other party (an “Indemnified Party”) harmless from and against any and all losses, damages, costs, expenses or liabilities, including reasonable attorneys’ fees, (collectively, “Damages”) that arise from, or are related to, the Indemnified Party’s breach of this Agreement, or the breach of any representation or warranty made by the Indemnifying Party under this Agreement. The Indemnifying Party will have the right, but not the obligation, to control the intake, defense and disposition of any claim or cause of action for which indemnity may be sought under this section; provided, however, that if the Indemnifying Party does not promptly respond to, or act responsibly with regard to, any claims for which indemnity is due hereunder, then the Indemnified Party may take over the matter at the Indemnifying Party’s expense. No claim for which indemnity is sought by an Indemnified Party will be settled without the Indemnifying Party’s prior written consent, which shall not be unreasonably delayed or withheld. 

5) TERM; TERMINATION. This Agreement will begin as of the latest date of the signatures of the parties below, and will continue until terminated as described in this Section. Additionally, each SOW will have its own term, and will be terminated only as provided herein, unless otherwise expressly stated in the applicable SOW. The termination of one SOW shall not, by itself, cause the termination of (or otherwise impact) the status or progress of any other SOW between the parties.  

a) Termination Without Cause. Unless otherwise agreed by the parties in writing, no party will terminate a SOW without cause prior to the SOW’s natural expiration date. If you terminate a SOW without cause, then you will be responsible for paying the early termination fee described in the applicable SOW. If no early termination fee is listed, then prior to the effective date of termination of the SOW or this Agreement (as applicable) without cause, you agree to pay Youth Noise an amount equal to (i) all expenses incurred by Youth Noise in its preparation and provision of the Services to you, e.g., licensing fees incurred by Youth Noise, non-mitigatable hard costs, etc. (“Hard Costs”), as well as (ii) all fees that would have been paid to Youth Noise had the term not been terminated prematurely. Either party may terminate this Agreement without cause and without any further obligation to the other party by providing notice of termination to the other party, provided, however, that on the day of termination, there is no SOW in progress. 

b) Termination For Cause. In the event that one party (a “Defaulting Party”) commits a material breach under a SOW or under this Agreement, the non-Defaulting Party will have the right, but not the obligation, to terminate immediately this Agreement or the relevant SOW (a “For Cause” termination) provided that (i) the non-Defaulting Party has notified the Defaulting Party of the specific details of the breach in writing, and (ii) the Defaulting Party has not cured the default within ten (10) days (five (5) days for non-payment by Client) following receipt of written notice of breach from the non-Defaulting Party. If Youth Noise terminates this Agreement or any SOW For Cause, then Youth Noise shall be entitled to receive, and you hereby agree to pay to Youth Noise, (i) all amounts that would have been paid to Youth Noise had this Agreement or SOW (as applicable) remained in effect, and (ii) all Hard Costs. If you terminate this Agreement or a SOW for cause, then you will be responsible for paying only for those services that were properly performed by Youth Noise up to the effective date of termination. 6) CONFIDENTIALITY.  

a) Defined. For the purposes of this Agreement, Confidential Information means any and all non-public information provided to by one party to the other, including but not limited to your customer data, customer lists, internal documents, and related information. Confidential Information also includes Youth Noise’s non-public business practices, strategies, partnerships. Confidential Information will not include information that: (i) has become part of the public domain through no act or omission of the receiving party, (ii) was developed independently by the receiving party, or (iii) is or was lawfully and independently provided to the receiving party prior to disclosure, from a third party who is not and was not subject to an obligation of confidentiality or otherwise prohibited from transmitting such information. 

b) Use. A receiving party will keep the Confidential Information it receives confidential, and will not use or disclose such information to any third party for any purpose except (i) as expressly authorized by the disclosing party in writing, or (ii) as needed to fulfill the receiving party’s obligations under this Agreement. If a receiving party is required to disclose the Confidential Information to any third party as described in part (ii) of the preceding sentence, then the receiving party will ensure that such third party is required, by written agreement, to keep the information confidential under terms that are at least as restrictive as those stated in this Section 6.  c) Due Care. A receiving party will exercise the same degree of care with respect to the Confidential Information it receives from as it normally takes to safeguard and preserve its own confidential and proprietary information, which in all cases will be at least a commercially reasonable level of care. 

d) Compelled Disclosure. If a receiving party is legally compelled (whether by deposition, interrogatory, request for documents, subpoena, civil investigation, demand or similar process) to disclose any of the Confidential Information, the receiving party will immediately notify the disclosing party in writing of such requirement so that the disclosing party may seek a protective order or other appropriate remedy and/or waive the receiving party’s compliance with the provisions of this Section 6. Failing the entry of a protective order or the receipt of a waiver hereunder, the receiving party may disclose, without liability hereunder, that portion (and only that portion) of the Confidential Information that Youth Noise has been advised by written opinion of counsel reasonably acceptable to Youth Noise that it is legally compelled to disclose. 

7) OWNERSHIP.  

a) Client Materials. Client is and will remain at all times the owner and/or authorized licensor of all Client Materials, as well as all of Client’s trademarks, service marks, copyrights, and related intellectual property (“Client IP”). Youth Noise will not acquire ownership of, or any rights in, any Client IP except that Client hereby grants Youth Noise a non-exclusive, worldwide, royalty-free right to use, copy, edit, modify, display, and distribute the Client IP solely and to the fullest necessary for Youth Noise to fulfill its duties and obligations under an applicable SOW. 

b) Youth Noise Materials. Youth Noise is and will remain the owner of all of its concepts, ideas, methods, methodologies, procedures, processes, know-how, and techniques (including, without limitation, function, process, system and data models), templates, user interfaces and screen designs, general purpose consulting and software tools, utilities and routines, and all works of authorship created or produced under a SOW. Subject to Client’s timely fulfillment of its payment obligations, Youth Noise hereby grants to Client a perpetual, worldwide, royalty-free, transferable license (with right of sublicense) to use, copy, edit, distribute, display, and commercially exploit any other work product that is both produced by Youth Noise and provided to Client pursuant to a SOW. 

8) ARBITRATION.  

If the parties are unable to resolve a dispute informally, the dispute will be settled by final and binding arbitration. The arbitration will be initiated and conducted according to the JAMS Comprehensive Arbitration Rules and Procedures (except as modified herein) including the Optional Expedited Arbitration Procedures and Optional Appeal Procedure, in effect at the time the request for arbitration is made (the “Rules”). In the event of any inconsistency between the Rules and the procedures set forth below, the procedures set forth in this paragraph will control. The arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve any dispute relating to the interpretation, enforceability or formation of this Agreement including, but not limited to any claim that all or any part of the Agreement is void or voidable. The arbitration shall be heard by a single arbitrator, to be selected by the parties and experienced in contract, intellectual property and online media transactions. If the parties cannot agree on an arbitrator within fifteen (15) days after a demand for arbitration is filed, JAMS shall select the arbitrator. The arbitration shall take place in Burlington County, NJ. The arbitrator shall determine the scope of discovery in the matter, however, it is the intent of the parties that any discovery proceedings be limited to the specific issues in the applicable matter, and that discovery be tailored to fulfill that intent. The cost of the arbitration shall be split evenly between the parties; however, the party prevailing in the arbitration shall be entitled to an award of its reasonable attorneys’ fees and costs. 

9) MISCELLANEOUS. 

a) Assignment. Neither this Agreement nor any SOW may be assigned or transferred by a party without the prior written consent of the other party.  This Agreement will be binding upon and inure to the benefit of the parties hereto, their legal representatives, and permitted successors and assigns. Notwithstanding the foregoing, Youth Noise may assign its rights and obligations hereunder (i) to a collections agency or attorneys for the purpose of collecting past-due amounts, or (ii) to a successor in ownership in connection with any merger, consolidation, or sale of substantially all of the assets of the business of Youth Noise, or any other transaction in which ownership of more than fifty percent (50%) of Youth Noise’s voting securities are transferred; provided, however, that such assignee expressly assumes Youth Noise’s obligations hereunder. 

b) Publicity. Notwithstanding any provision to the contrary, Youth Noise is hereby granted a limited, worldwide, non-exclusive, royalty-free license to use, copy, and display Client’s business name, trademark(s), and biographical information solely for the purpose of referencing and/or including such information in Youth Noise’s professional portfolio, as that portfolio may appear in any form, format or media now known or hereinafter developed. Unless this Agreement is terminated For Cause by Client, the foregoing license shall survive the termination of this Agreement. c) Amendment. No amendment or modification of this Agreement or any SOW will be valid or binding upon the parties unless such amendment or modification is originated in writing by Youth Noise, specifically refers to this Agreement, and is accepted in writing by one of your Authorized Contacts.  

d) Time Limitations. The parties mutually agree that any action for any matter arising out of this Agreement or any SOW (except for issues of nonpayment by Client) must be commenced within one (1) year after the cause of action accrues or the action is forever barred. 

e) Severability. If any provision hereof or any SOW is declared invalid by a court of competent jurisdiction, such provision will be ineffective only to the extent of such invalidity, illegibility or unenforceability so that the remainder of that provision and all remaining provisions of this Agreement or any SOW will be valid and enforceable to the fullest extent permitted by applicable law.  

f) No Waiver. The failure of either party to enforce or insist upon compliance with any of the terms and conditions of this Agreement, the temporary or recurring waiver of any term or condition of this Agreement, or the granting of an extension of the time for performance, will not constitute an Agreement to waive such terms with respect to any other occurrences. g) Merger. This Agreement, together with any and all SOWs, sets forth the entire understanding of the parties and supersedes any and all prior agreements, arrangements or understandings related to the Services, and no representation, promise, inducement or statement of intention has been made by either party which is not embodied herein. Any document that is not expressly and specifically incorporated into this Agreement or SOW will act only to provide illustrations or descriptions of Services to be provided, and will not act to modify this Agreement or provide binding contractual language between the parties. Youth Noise will not be bound by any agents’ or employees’ representations, promises or inducements not explicitly set forth herein. 

h) Force Majeure. Youth Noise will not be liable to you for delays or failures to perform Youth Noise’s obligations under this Agreement or any SOW because of circumstances beyond Youth Noise’s reasonable control.  Such circumstances include, but will not be limited to, any intentional or 

negligent act committed by you, or any acts or omissions of any governmental authority, natural disaster, act of a public enemy, acts of terrorism, riot, sabotage, disputes or differences with workmen, power failure, communications delays/outages, delays in transportation or deliveries of supplies or materials, cyberwarfare, cyberterrorism, or hacking, malware or virus-related incidents that circumvent then-current anti-virus or anti malware software, and acts of God. 

i) Non-Solicitation. You acknowledge and agree that during the term

of this Agreement and for a period of one (1) year following the termination of this Agreement, neither party will, individually or in conjunction with others, directly or indirectly solicit, induce or influence any of the other party’s employees or subcontractors to discontinue or reduce the scope of their business relationship with such other party, or recruit, solicit or otherwise influence any employee or agent of the other party to discontinue such employment or agency relationship with such other party. j) Survival. The provisions contained in this Agreement that by their context are intended to survive termination or expiration of this Agreement will survive. 

k) Governing Law; Venue. This Agreement and any SOW will be governed by, and construed according to, the laws of the state of New Jersey. You hereby irrevocably consent to the exclusive jurisdiction and venue of the state courts in Burlington County, New Jersey, for any and all claims and causes of action arising from or related to this Agreement. YOU AND WE AGREE THAT EACH OF US WAIVES ANY RIGHT TO A TRIAL BY JURY FOR ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING FROM OR RELATED TO THIS AGREEMENT. 

l) Third Party Vendors. If required under an applicable SOW, Youth Noise may enter into one or more purchase orders or service contracts on your behalf (“Third Party Contracts”), for the purchase of advertising space, keywords, adwords, or media purchases from third party vendors and platforms, such as Facebook, Google, etc. You understand and agree that you will be responsible for the timely payment of all fees and costs incurred in or through such Third Party Contracts, and that any overdue or unpaid amounts under such contracts may be pursued and/or collected directly from you by the applicable third party vendor. 

m) Usage in Trade. It is understood and agreed that no usage of trade or other regular practice or method of dealing between the Parties to this Agreement will be used to modify, interpret, supplement, or alter in any manner the terms of this Agreement. 

n) Notices; Writing Requirement. Where notice is required to be provided to a party under this Agreement, such notice may be sent by U.S. mail, overnight courier, fax or email as follows: notice will be deemed delivered three (3) business days after being deposited in the United States Mail, first class mail, certified or return receipt requested, postage prepaid, or one (1) day following delivery when sent by FedEx or other overnight courier, or one (1) day after notice is delivered by fax or email. Notice sent by email will be sufficient only if (i) the sender emails the notice to the last known email address of the recipient, and (ii) the sender includes itself in the “cc” portion of the email and preserves the email until such time that it is acknowledged by the recipient. All electronic documents and communications between the parties will satisfy any “writing” requirement under applicable state or federal law. 

o) Independent Contractor. Each party is an independent contractor of the other, and neither is an employee, partner or joint venturer of the other.  

p) Attorneys’ Fees. If a party is required to bring an action to enforce the terms of this Agreement, that party shall be entitled to an award of the reasonable attorneys’ fees and costs that it incurred at all stages of the action, including without limitation, at trial and appeal.  

q) Counterparts. The parties may sign and deliver this Agreement and any SOW in any number of counterparts, each of which will be deemed an original and all of which, when taken together, will be deemed to be one agreement.actices, contact us at: info@youthnoise.com.