Terms and Conditions

Last Updated: March 18, 2025

Introduction

PLEASE READ THIS TERMS AND CONDITIONS AGREEMENT (“TERMS”) CAREFULLY BECAUSE THEY GOVERN AND AFFECT YOUR LEGAL RIGHTS. THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU (“CUSTOMER”) OR USER AND MAGAZINE JUKEBOX INC. (“MAGAZINE JUKEBOX”) DBA: CXperks. BY ACCESSING, BROWSING OR USING THIS SITE CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, UNDERSTOOD, AND AGREED TO BE BOUND AND ABIDE BY THE TERMS. THESE TERMS CONTAIN AN ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.

These Terms govern our relationships with our Customers and our Users. It describes how we will work together and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese” but we have tried to make it as readable as possible.

I. CUSTOMER PROVISIONS.

The following provisions apply to Customers of Magazine Jukebox.

A. Services.

Magazine Jukebox shall provide Customer with instant access to various digital publications or other digital offerings (the “Services”) at certain agreed upon Customer location(s) (the “Location(s)”) for the use and enjoyment of individual(s) (“User(s)”) who may access Magazine Jukebox Services at Locations, upon the conditions set forth in these Terms.
Magazine Jukebox reserves the right to change, remove, or replace available Content without notice to Customer based on publisher / content creator demand, availability, or for no reason.
Magazine Jukebox shall provide Customer with access to Magazine Jukebox’s support portal (commonly called MJB Dashboard) to assist with set-up and provide additional support as needed throughout the Term.
It is the Customer’s responsibility to provide its ad banners in the required and/or necessary format. Customer ad banner insertions and changes require up to fourteen (14) business days to deploy. Magazine Jukebox may fill unused ad space, at its discretion, with third-party advertising.
Magazine Jukebox makes no representations or warranties as to rate of use of Magazine Jukebox by User(s) for a Customer or at individual Location(s).

B. Pricing and Billing.

Customer shall select a subscription period and price option, which shall constitute the pricing agreement between Customer and Magazine Jukebox (“Pricing Agreement”) and shall be made part of these Terms by this reference. These Terms and the Pricing Agreement together constitute the “Subscription” or “Agreement” between Customer and Magazine Jukebox.
Customer may cancel at any time during the subscription period. If cancelled, (i) the subscription will remain active until the end of Customer’s subscription period; (ii) the cancellation will take effect the day after the last day of the current subscription period; and (iii) all payments required under the Pricing Agreement for multi-year subscription period remain due and payable. Magazine Jukebox does not provide refunds or credits for any partial subscription periods.
Magazine Jukebox shall send Customer an invoice(s) for the subscription period and price option selected by Customer. Such invoice is due and payable within thirty (30) days after receipt. Payment of such invoice constitutes acceptance of the Agreement.
For Pricing Agreements with monthly subscription periods or multi-year subscription period with annual payments, all late payments shall bear interest at the lesser of (a) the rate of five percent (5%) per month and (b) the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall also reimburse Magazine Jukebox for all reasonable costs incurred in collecting any unpaid amounts due, late payments, including, without limitation, attorneys’ fees, reasonable interest, and reasonable collection fees. In addition to all other remedies available under this Agreement or at law (which Magazine Jukebox does not waive by the exercise of any rights hereunder), Magazine Jukebox shall be entitled to suspend the provision of any Services if Customer fails to pay any undisputed amounts/fees when due hereunder and such failure continues for five (5) days following written notice thereof.
Customers are asked to supply certain information relevant to payment including, without limitation, credit card number, the expiration date of credit card, billing address, and shipping information. Customer represents and warrants that it has the legal right to use any credit card(s) or other payment method(s) utilized in connection with any subscription. Verification of information may be required prior to the acknowledgment or completion of any subscription.
Customer agrees that by subscribing to Magazine Jukebox, Customer is entering into a binding contract with Magazine Jukebox. Customer agrees that it remains responsible for any taxes that may be applicable to Customer’s subscription. For multi-year or monthly subscription periods, Customer agrees to the recurring charges amount and that the credit card will be charged on a recurring basis. Magazine Jukebox may submit the yearly or monthly recurring charges to Customer’s chosen payment method without further authorization from Customer, until Customer provides prior notice at any time that it wishes to terminate this authorization or to change the payment method. Customer agrees that such notice will not affect charges submitted before Magazine Jukebox reasonably could act.

C. Customer Commitments.

1) Customer agrees to use Magazine Jukebox Services only at approved Locations and in compliance with these Terms. Notwithstanding anything to the contrary, Magazine Jukebox may suspend Customer’s access to the Services at any time, without notice, if Magazine Jukebox has reasonable belief of Customer’s actual or suspected unauthorized use of the Services or non-compliance with the Agreement. If either Customer or Magazine Jukebox terminates this Agreement, or if Magazine Jukebox suspends Customer’s access to the Services, the Parties agree that Magazine Jukebox shall have no further liability or responsibility to Customer, except as specified herein; Magazine Jukebox shall not refund any amounts that Customer has already paid to Magazine Jukebox, and amounts owed by Customer, including multi-year subscription payments, shall remain due and payable.

2) Customer agrees to provide marketing collateral to communicate and promote Magazine Jukebox Services at its Locations. Magazine Jukebox hereby grants a limited right to use Magazine Jukebox’s logo and trademark on collateral marketing material. Collateral marketing material shall include QR codes in each Location that provide direct access to Magazine Jukebox. Magazine Jukebox is not responsible for compromised QR codes at Locations. In the event of a compromised QR code, it is the responsibility of the Customer to replace the code at their own expense. Its recommended that Customers should update QR codes at a minimum of every six (6) months or as needed. The QR codes shall be used only in the Location(s) approved by Magazine Jukebox, and any violation of this provision shall result in (i) Customer being charged a penalty fee of three hundred dollars ($300.00); (ii) suspension of the Services; or both.

3) Magazine Jukebox requests that all collateral co-brands with commercial partners, stating ‘Powered by Magazine Jukebox, Inc.’ If co-branding is not feasible, please inform MJB in writing by emailing us at info@magazinejukebox.com with an explanation. Including our brand on collateral helps keep our fees low by leveraging advertising and branding opportunities. Additionally, it directs clients to contact us directly in case of issues, rather than our commercial partners.

D. Free Subscription Deployment and Cancellation.

Magazine Jukebox may at its sole discretion provide a free subscription to Customer by confirming in writing that it is providing a free subscription. That free subscription may be terminated by Magazine Jukebox at any time without notice. By receiving a free subscription, Customer agrees to display Magazine Jukebox collateral marketing material throughout each applicable Location providing the best opportunity for Users to enjoy Services. Customer may cancel service at any time. To cancel, simply remove stickers and email us at info@magazinejukebox.com.

E. Assignments, Successors, and Assigns.

Customer shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Magazine Jukebox. Any purported assignment or delegation shall be null and void. No assignment or delegation shall relieve the Customer of any of its obligations under its Agreement with Magazine Jukebox. Magazine Jukebox may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of Magazine Jukebox’s assets without Customer’s consent. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

F. Relationship of the Parties.

The relationship between Customer and Magazine Jukebox is that of independent contractors. The details of the method and manner for performance of the Services by Magazine Jukebox shall be under its own control, Customer being interested only in the results thereof. Magazine Jukebox shall be solely responsible for supervising, controlling and directing the details and manner of the completion of the Services. Nothing in this Agreement shall give the Customer the right to instruct, supervise, control, or direct the details and manner of the completion of the Services. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

II. USERS PROVISIONS.

The following provisions apply to Users of Magazine Jukebox Services.

A. User expressly understands and agrees that use of Magazine Jukebox and its contents is at your sole risk and that Services are provided “as is” and “as available” without any express or implied warranty of any kind including warranties of merchantability, noninfringement of intellectual property, of fitness for any particular purpose. Any contents downloaded or otherwise obtained through the use of Magazine Jukebox is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or other device or loss of data that results from the download or access of any such contests.

B. User expressly understands and agrees that Magazine Jukebox shall not be liable to you for any loss or damage which may be incurred by you, including but not limited to loss or damage as a result of any reliance placed by you on the completeness, accuracy or existence of any contents, or any changes Magazine Jukebox may make to the services, products, documents, websites, contents or for any permanent or temporary cessation in the provision of the websites (or any features within the websites). In no event shall Magazine Jukebox be liable for any direct, indirect, special or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the performance, use or inability to use any software, documents, contents, information, or the websites.

III. GENERAL APPLICABLE PROVISIONS TO CUSTOMERS AND USERS.

The following provisions apply to Customers and Users.

A. These Terms include by incorporation our Privacy Policy.

B. Service Limitations and Modifications. Magazine Jukebox uses reasonable efforts to keep the Magazine Jukebox Services operational. However, Magazine Jukebox reserves the right to change our Service offerings and their availability from time to time, without notice or liability to Customer or User. The Magazine Jukebox Services may experience temporary interruptions due to technical difficulties, maintenance or testing, or updates, including those required to reflect changes in relevant laws and regulatory requirements. Magazine Jukebox Services may be affected by technical limitations at a Location. Magazine Jukebox has no liability to Customer or User, nor any obligation to provide a refund to Customer, in connection with internet or other Magazine Jukebox Services outages or failures.

C. Intellectual Property Rights. The trademarks and service marks displayed on the Magazine Jukebox platform are the registered and unregistered trademarks, service marks and trade dress of Magazine Jukebox and its licensors. Magazine Jukebox’s trademarks, service marks and trade dress may not be used in connection with any product or service that is not Magazine Jukebox, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Magazine Jukebox. All other trademarks not owned by Magazine Jukebox that appear on the Magazine Jukebox platform are the property of their respective owners, who may or may not be affiliated with or connected to Magazine Jukebox.

1) Customer acknowledges that all content is the sole responsibility of the publisher of the digital magazine or provider of the digital offerings from whom such content originated. Magazine Jukebox is under no obligation to screen or monitor the content of any magazine publications or digital offerings, but may review the content from time to time at its sole discretion. Magazine Jukebox reserves the right to edit or remove any content at its sole discretion for any reason. Magazine Jukebox is not liable for the content of any digital publications or digital offerings of third-parties that constitute Services.

1) Under no circumstances will Magazine Jukebox be liable in any way to Customer or User for any content or materials of any third parties or magazine publications, including, but not limited to, any errors or omissions in any content. Magazine Jukebox does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any such content or communications of any magazine publications or endorse any opinions expressed therein.

D. Unauthorized Use. Magazine Jukebox may terminate the Terms or suspend Customer’s or User’s access to the Magazine Jukebox platform at any time, including in the event of Customer’s actual or suspected unauthorized use of the Magazine Jukebox platform or non-compliance with the Terms. If Customer or Magazine Jukebox terminate the Terms, or if Magazine Jukebox suspends Customer’s or User’s access to the platform, Customer agrees that Magazine Jukebox shall have no liability or responsibility to Customer, and Magazine Jukebox will not refund any amounts that Customer has already paid, to the fullest extent permitted under applicable law.

E. Survey Privacy Notice. Magazine Jukebox reserve the right to host a survey on its platform that complies with the its Privacy Policy.

F. Advertising. Magazine Jukebox reserves the right to collect data and share advertising, subject to our Privacy Policy. Advertising will never be political, religious, or direct competitors to Customer’s business. Magazine Jukebox will make reasonable effort to ensure that advertising is PG rated.

G. Social Media and Partnership Promotion. Magazine Jukebox reserve the right to promote/highlight this partnership on all social media platforms unless consent is expressly denied through written communication. Customer reserves the right to positively promote/highlight this partnership on all social media platforms unless consent is expressly denied through written communication.

H. Third Party Applications. The Magazine Jukebox Services may be integrated with, or may otherwise interact with, third-party applications, websites, and services (“Third-Party Applications”) and third-party personal computers, mobile handsets, tablets, wearable devices, speakers, and other devices (“Devices”). Customer’s use of such Third-Party Applications and Devices may be subject to additional terms, conditions, and policies provided to Customer by the applicable third party. Magazine Jukebox does not guarantee that Third-Party Applications and Devices will be compatible with the Magazine Jukebox Services.

I. Changes to these Terms. Magazine Jukebox reserves the right to revise these Terms at any time. When Magazine Jukebox make material changes to the Terms, Magazine Jukebox will provide Customer with notice as appropriate under the circumstances, e.g., by sending Customer an email. Customer’s continued use of the platform after the posting of changes will constitute Customer’s acceptance of and agreement with such changes. If Customer do not wish to continue using the platform under the new version of the Terms, Customer may cancel Customer’s subscription with thirty (30) days’ notice in accordance with Section 2.a of these Terms.

J. Confidentiality. From time to time during the Term of this Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party, including but not limited to financial data, records, accounts and files, trade secrets, intellectual property, business plans and processes, and other information that is marked as confidential or that the Disclosing Party could reasonably be expected to know is confidential (“Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section 6; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Group (defined below) who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy. For purposes of this Section 6 only, “Receiving Party’s Group” shall mean the Receiving Party’s affiliates and its or their employees, officers, directors, members, managers, agents, independent contractors, service providers, subcontractors, attorneys, accountants, and financial advisors.

K. Notices. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each, a “Notice”, and with the correlative meaning “Notify”) must be in writing and addressed to the other Party at its address set forth on the Signature Page hereto (or to such other address that the receiving Party may designate from time to time). Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section 8.

L. Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to, or the court may, modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

M. Effect of Partial Invalidity. The invalidity of any portion of these Terms shall not be deemed to affect the validity of any other provisions. In the event that any provision of these Terms is held to be invalid, the parties agree that the remaining provisions shall be deemed in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

N. Indemnification. Customer agrees to indemnify, hold harmless, and defend Magazine Jukebox, any of its subsidiaries, divisions, and affiliates, and their respective officers, directors, employees, agents and affiliates from any and all claims, liabilities, damages, costs and expenses of defense, including attorneys’ fees, in any way arising from or related to Customer’s use of Magazine Jukebox’s platform, Customer’s violation of these Terms, or Customer’s violation of any law or the rights of a third party.

O. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MAGAZINE JUKEBOX, ANY OF ITS SUBSIDIARIES, AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, SUPPLIERS, AFFILIATES, OR THIRD PARTIES PROVIDING INFORMATION ON THIS SITE OR THE MAGAZINE JUKEBOX PLATFORM BE LIABLE TO ANY CUSTOMER OR USER OF THE PLATFORM OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, OR LOSS OF USE) ARISING OUT OF THE USE OR INABILITY TO USE THE PLATFORM, WHETHER BASED UPON WARRANTY, CONTRACT OR TORT (NEGLIGENCE), EVEN IF MAGAZINE JUKEBOX HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF MAGAZINE JUKEBOX, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, SUPPLIERS, AFFILIATES OR THIRD PARTIES PROVIDING INFORMATION ON THIS SITE OR THE MAGAZINE JUKEBOX PLATFORM TO CUSTOMER FOR ANY DIRECT DAMAGES, EXCEED THE AMOUNT CUSTOMER PAID TO MAGAZINE JUKEBOX IN CONNECTION WITH THE EVENT GIVING RISE TO SUCH LIABILITY.

P. Waiver; Remedies. The failure of Magazine Jukebox to partially or fully exercise any rights or the waiver of Magazine Jukebox of any breach of these Terms by Customer or User shall not prevent a subsequent exercise of such right by Magazine Jukebox or be deemed a waiver by Magazine Jukebox of any subsequent breach by Customer or User of the same or any other term of these Terms. The rights and remedies of Magazine Jukebox under these Terms and any other applicable agreement between Customer and Magazine Jukebox shall be cumulative, and the exercise of any such right or remedy shall not limit Magazine Jukebox’s right to exercise any other right or remedy.

Q. Governing Law. All matters related to Customer’s Agreement with Magazine Jukebox, Magazine Jukebox’s website or platform, and these Terms shall be governed and constructed in accordance with the laws of the State of Virginia without regard to conflict of laws provisions.

R. Dispute Resolution. Any dispute relating in any way to your visit to, or use of, the Site or the platform, or to your relationship to Magazine Jukebox (“Claims”) shall be exclusively submitted to confidential and binding arbitration in Norfolk, Virginia, including based on contract, tort (including intentional tort), fraud, agency, your or our negligence, statutory or regulatory provisions, or any other sources of law; Claims made as counterclaims, cross-claims, third- party claims, interpleaders or otherwise; and Claims made independently or with other claims; provided, however, that to the extent that you have in any manner violated or threatened to violate our intellectual property rights, Magazine Jukebox may seek injunctive or other appropriate relief in any state or federal court in the State of Virginia.

S. Arbitration. The party filing arbitration must submit Claims to the American Arbitration Association and follow its rules and procedures for initiating and pursuing arbitration. Any arbitration hearing that you attend will be held in Norfolk, Virginia, or at some other place to which you and Magazine Jukebox agree in writing, and the arbitrator shall apply Virginia law consistent with the Federal Arbitration Act.

1) YOU SHALL NOT BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER CUSTOMERS OR USERS OR TO ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. You may obtain copies of the current rules, and forms and instructions for initiating arbitration by contacting the American Arbitration Association at www.adr.org

2). A single, neutral arbitrator will resolve all Claims. The arbitrator will be either a lawyer with at least ten (10) years’ experience or a retired or former judge, selected in accordance with the rules of the American Arbitration Association. The arbitration will follow the procedures and rules of the American Arbitration Association which are in effect on the date the arbitration is filed unless those procedures and rules are inconsistent with these Terms, in which case these Terms will prevail. Those procedures and rules may limit the discovery available to you or us.

3) The arbitrator will take reasonable steps to protect your customer account information and other confidential information if requested to do so by you or us. Each party to the arbitration will bear the expense of that party’s attorneys, experts, and witnesses, and other expenses, regardless of which party prevails, but a party may recover any or all expenses from another party if the arbitrator, applying applicable law, so determines. The arbitrator’s award is final and binding on the parties.

4). ANY CLAIM YOU HAVE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE DATE THE CLAIM ARISES. AS NOTED ABOVE, YOU AND MAGAZINE JUKEBOX HEREBY VOLUNTARILY AND KNOWINGLY WAIVE ANY RIGHT EITHER MAY HAVE TO A JURY TRIAL.

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