CXperks Terms & Conditions (Revised)
Last Updated: July 7, 2026
1. Introduction
Welcome to CXperks, a service provided by Magazine Jukebox, Inc. (“CXperks,” “we,” “our,” or “us”). These Terms & Conditions (“Terms”) govern the access to and use of the CXperks digital engagement platform (the “Platform”) by the customer entity subscribing to the service (“Customer,” “you,” or “your”). By accessing or using the Platform, both parties agree to be bound by these Terms.
2. Services Provided
CXperks provides a plug-and-play digital engagement platform designed for waiting environments. The Platform includes digital content (magazines, games, trivia), engagement tools (surveys, rewards), review acceleration prompts, and partner advertising. Access is provided via QR code or approved digital links for use at authorized Customer locations (“Locations”). CXperks will provide Customer with access to a dashboard for onboarding, configuration, and reporting.
3. Mutual Representations
Each party represents and warrants that: (a) it has the legal power and authority to enter into these Terms; and (b) it will comply with all applicable laws and regulations in its performance under these Terms.
4. Billing, Payment & Publisher Fees
• Invoices: Fees are invoiced as set forth in the Customer’s subscription plan.
• Payment Terms: Payments are due within thirty (30) days of the invoice date (“Net 30”).
• Late Payments: Balances unpaid after 45 days may incur a late surcharge of 1.5% per month (or the maximum rate permitted by law, whichever is lower).
• Notice Before Suspension for Non-Payment: CXperks shall provide Customer with at least ten (10) days’ written notice of any past-due balance before suspending service for non-payment.
• Publisher Usage Charge: Each authorized Location includes unlimited access for users, with the first 1,000 scans per Location per calendar month included at no additional cost. Scans above 1,000 per Location per month are charged at $0.12 per scan (the “Publisher Usage Charge”). A "scan" occurs when a unique user session accesses the Platform via the Location’s QR code or approved link.
• Example: 999 scans in a month = no additional fee. 1,250 scans = $30.00 (250 overage × $0.12).
• Reporting: Usage is tracked via CXperks’ internal reporting, and CXperks’ reporting is final and binding for billing purposes.
5. Data Privacy & AI Insights
• Privacy-First: CXperks follows strict data minimization practices. The Platform does not collect or store Personally Identifiable Information (PII), financial data, or login credentials from users.
• AI Analytics: CXperks may use artificial intelligence to analyze anonymous engagement data (e.g., dwell time, content preferences) to provide aggregated behavioral insights. All such data is anonymous and used solely to improve the service and provide reporting to Customer.
6. Intellectual Property
• CXperks Ownership: All Platform technology, software, designs, analytics, and trademarks are the exclusive property of CXperks. Customer is granted a limited, non-transferable license to use the Platform during the subscription term.
• Customer Ownership: Customer retains all rights to its own trademarks, logos, and branding materials provided to CXperks for Platform customization. Customer grants CXperks a limited license to display such marks solely for the purpose of providing the service to Customer.
7. Mutual Indemnification
• By CXperks (IP Claims): CXperks will defend, indemnify, and hold harmless Customer from and against any third-party claims alleging that the Customer’s authorized use of the Platform infringes a valid U.S. patent, copyright, or trademark.
• By Customer (Misuse): Customer will defend, indemnify, and hold harmless CXperks from and against any third-party claims arising from Customer’s (or its personnel’s) misuse of the Platform, unauthorized use of the Platform, or violation of applicable laws.
8. Mutual Limitation of Liability
To the maximum extent permitted by law, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or relating to these Terms, even if advised of the possibility of such damages.
Except for a party’s indemnification obligations, each party’s total liability to the other arising out of or relating to these Terms shall not exceed the total fees paid by Customer to CXperks in the twelve (12) months preceding the event giving rise to the claim.
9. Service Availability & Support
CXperks will use commercially reasonable efforts to make the Platform available with 99.5% uptime, measured monthly, excluding scheduled maintenance, emergency maintenance, and Force Majeure events. This is a commitment of effort only; no service credits are provided. CXperks is not responsible for disruptions caused by third-party internet providers, customer hardware, or events outside of CXperks' reasonable control. CXperks will provide commercially reasonable technical support via the dashboard or email.
10. Term and Termination
• Term: These Terms remain in effect for the duration of the Customer’s subscription.
• Termination for Cause: Either party may terminate these Terms if the other party materially breaches any provision and fails to cure such breach within thirty (30) days of receiving written notice.
• Termination for Convenience (Customer): Customer may terminate these Terms for convenience with thirty (30) days’ written notice.
• Suspension for Non-Payment: If Customer fails to pay undisputed amounts when due, CXperks may suspend access to the Platform after providing at least ten (10) days’ written notice and an opportunity to cure by paying the past-due amount.
• Effect of Termination: Upon termination, Customer’s access to the Platform will cease. Customer remains responsible for fees incurred through the effective date of termination, including any accrued Publisher Usage Charges.
11. Force Majeure
Neither party shall be liable for any failure or delay in performance (other than payment obligations) due to circumstances beyond its reasonable control, including but not limited to acts of God, war, riot, pandemic, labor disputes, failures of suppliers, internet or hosting interruptions not caused by the affected party, or government action.
12. Modifications
CXperks may update these Terms from time to time. CXperks will provide Customer with at least thirty (30) days’ notice before any material changes take effect, via the Platform dashboard or the email on file. If Customer does not agree to a material change, Customer may terminate these Terms by providing written notice within the 30-day notice period, and such termination will be effective before the material change takes effect, without penalty.
13. Assignment
Either party may assign these Terms by providing thirty (30) days’ notice to the other party. Either party may also assign these Terms without notice or consent in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets.
14. Governing Law & Venue
These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles. Any dispute, claim, or controversy arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in the State of Delaware, and each party irrevocably consents to the personal jurisdiction and venue of such courts.
15. Entire Agreement
These Terms, along with any applicable Service Order or Subscription Plan, constitute the entire agreement between CXperks and Customer regarding the use of the Platform and supersede all prior agreements or understandings.
