This Enrollment Agreement (“Agreement”) by and between Maritz Motivation Inc. (“Maritz”), and Enrolling Dealership (also referred to herein as “Client”), is made and entered into as of the date the Enrolling Dealership agrees to this Agreement. The Enrolling Dealership must accept and comply with all of the terms and conditions expressly set forth in this Agreement and those incorporated herein by reference. By accepting the terms of this Agreement Enrolling Dealership also agrees to use other Maritz websites and services subject to any terms and conditions posted thereon.
Program Description Details:
- Maritz will provide In-Dealership Sales and Service Consulting focused on key SSI and CSI metrics to help improve the Dealership Customer Experience for Eligible U.S. based Dealers. The consulting will consist of an initial two-day visit, followed by five one-day visits (for six visits total).
- To be eligible to enroll in the program, Enrolling Dealerships must have a MarketCenter status codes of R, N, C, or A and be eligible for billing through MarketCenter to their Open Parts Account.
- Dealerships with MarketCenter status codes of T or I are not eligible for such billing and therefore are not eligible to enroll in this program. Notwithstanding the foregoing, if an Enrolling Dealership’s MarketCenter status code later changes to T or I before completion of full payment for the program, the Enrolling Dealership agrees to pay Maritz directly within 30 days for any remaining balance for the total charges shown herein.
- Enrolling Dealers must enroll during the enrollment period which is open through January 31, 2023.
- After the Enrollment Period, Enrolling Dealerships will be contacted by Maritz to schedule the initial visit.
Program Fees:
- Upon enrollment, the Enrolling Dealership commits to the entire consulting engagement and full package expenditure. After the Enrollment Period, enrollment is non-cancellable, and fees paid are non-refundable.
- Enrollment fees are per Enrolling Dealership rooftop/store. A separate agreement must be set up for each individual dealership rooftop/store regardless of dealership ownership status.
- Payments for the program will be made in monthly installments, beginning with the first payment due the month after enrollment, and subsequent payments due monthly over the subsequent five months. Payments will be at the stated price exclusive of taxes which vary based upon location of the Enrolling Dealership. Taxes are an additional expense which will be billed to the Enrolling Dealership at actual and will be included in the monthly billing.
- Cancellations to a scheduled consulting session must be made more than 15 business days before the scheduled appointment via email to your assigned consultant. Cancellations made 15 business days or less before your scheduled consulting session will be subject to a charge up to the full amount of payment for the applicable scheduled visit as determined by Maritz.
- The complete payment schedule is further outlined in the table below for Enrolling Dealerships in the contiguous United States (prices for Dealerships in Alaska and Hawaii will be higher to account for additional travel expenses):
| Deliverable | TOTAL | First Charge | Second Charge | Third Charge | Fourth Charge | Fifth Charge | Sixth Charge |
| CX Coaching Program | 22,000.00 | 5,500.00 | 3,300.00 | 3,300.00 | 3,300.00 | 3,300.00 | 3,300.00 |
*Pricing is exclusive of taxes, which will be billed at actual.
Terms and Conditions:
By enrolling, Enrolling Dealership agrees to the Enrollment Agreement Terms and Conditions found below.
Acknowledgement and Agreement:
Enrolling Dealer agrees to be bound by this Agreement and all terms and conditions contained herein. The Enrolling Dealer must accept the terms and conditions of this Agreement at the time of enrollment. By completing and signing this Agreement, I acknowledge that I understand and agree to the terms and conditions contained herein and all other terms and conditions applicable to and governing MarketCenter transactions.
This Agreement may be executed with online acceptance, or signatures delivered by telecopy or other electronic imaging means (e.g., PDF by email) and further, electronic signatures or the keeping of records in electronic form shall be of the same legal effect, validity, or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act or any other similar state laws based on the Uniform Electronic Transactions Act (including as set forth at CA Civil Code Section 1633.1 et seq.).
BY ACKNOWLEDGING HEREIN OR BY ITS SIGNATURE BELOW, ENROLLING DEALER, THROUGH ENROLLING DEALER’S AUTHORIZED REPRESENTATIVE, ACKNOWLEDGES AND ACCEPTS THE TERMS OF THIS AGREEMENT.
Enrollment Agreement Terms and Conditions
Fees:
Enrollment is non-cancellable and fees paid are non-refundable. Client will pay all invoices due to MarketCenter within thirty (30) days of Client’s receipt thereof. Any amount not paid when due is subject to finance charges equal to 1.5% of the unpaid balance per month, or the highest rate permitted by applicable usury law, whichever is less. Failure of Client to make any payment of undisputed fees when due, will be deemed a material breach of this agreement and Maritz will have the right (in addition to any other rights or remedies it may have) to immediately and without notice modify the payment terms to require full payment before delivery of any Services, or require other assurances to secure Client’s payment obligations. If Client is more than fifteen (15) days delinquent in payment of undisputed fees, Maritz may suspend or terminate the Services. Payments will not be subject to set-off. Any credit card processing fees will be added to the fees due by Client.
Confidentiality:
“Confidential Information” means any business information that is treated as confidential by a party, including, without limitation, trade secrets, technology, information pertaining to business operations and strategies, pricing, marketing, program design, and information pertaining to Client. Confidential Information will not include information that: (a) is already known to the party receiving or acquiring Confidential Information under this agreement (“Receiving Party”) without restriction on use or disclosure prior to receipt of such information from the party that discloses such Confidential Information (“Disclosing Party”); (b) is or becomes generally known by the public other than by a breach of this agreement by, or other wrongful act of, the Receiving Party; (c) is developed by the Receiving Party independently of, and without reference to, any Confidential Information of the Disclosing Party; or (d) is received by the Receiving Party from a third party who is not under any obligation to the Disclosing Party to maintain the confidentiality of such information.
The Receiving Party agrees: (a) not to disclose or otherwise make available Confidential Information of the Disclosing Party to any third party without the prior written consent of the Disclosing Party; provided, however, that the Receiving Party may disclose the Confidential Information of the Disclosing Party to its officers, employees, subcontractors, consultants and legal advisors who have a “need to know,” who have been apprised of this restriction, and who are themselves bound by a nondisclosure obligation at least as restrictive as that set forth herein; (b) to use the Confidential Information of the Disclosing Party only for the purposes of performing its obligations under the agreement or to make use of the Services as permitted hereunder; and (c) to promptly notify the Disclosing Party in the event it becomes aware of any loss or disclosure of any of the Confidential Information of the Disclosing Party.
Each party’s obligations under this section will survive termination or expiration of this agreement for a period of five years, except for Confidential Information that constitutes a trade secret under any applicable law, in which case, such obligations will survive for as long as such Confidential Information remains a trade secret.
Intellectual Property Rights:
“IP Rights” means (i) rights in patents, patent applications and patentable subject matter, whether or not the subject of an application, (ii) rights in trademarks, service marks, trade names, trade dress and other designators of origin, registered or unregistered, (iii) rights in copyrightable subject matter or protectable designs, registered or unregistered, (iv) rights in software, databases and documentation, (v) trade secrets, (vi) rights in Internet domain names, uniform resource locators and e-mail addresses, (vii) know-how, and (viii) all other intellectual and industrial property rights of every kind and nature and however designated, whether arising by operation of law, contract, license or otherwise.
Maritz retains all right, title, and interest in and to its Services, including without limitation all software and development work used to provide the Services. This agreement does not grant Client any IP Rights in the Services or any components thereof. As between Maritz and Client, (a) Maritz is, and will be, the sole and exclusive owner of (inclusive of all IP Rights therein) (i) the Services and any work product produced in connection with the Services, (ii) any Maritz materials, technology or IP Rights existing as of the Effective Date or developed independently of any Client confidential information, and (b) Client is, and will be, the sole and exclusive owner of (inclusive of all IP Rights therein) all Confidential Information provided by Client to Maritz in connection with this agreement. For the avoidance of doubt, Maritz reserves to itself all rights to the Services not expressly granted to Client herein.
Maritz will not be prohibited or enjoined at any time by Client from using any skills or knowledge of a general nature acquired during the course of providing the Services, including, without limitation, information publicly known or that could be reasonably acquired in similar work performed for another client of Maritz.
Indemnification; Warranty; Disclaimer:
The parties agree to indemnify, defend and hold harmless each other and their respective parent companies, affiliates, subsidiaries, employees, officers, directors, agents, successors and assigns from and against all out-of-pocket losses, damages, liabilities, and expenses for third-party claims (including reasonable attorney fees) arising out of, or in connection with, the Services performed pursuant to this agreement to the extent that such losses, damages, liabilities and expenses are caused by the negligence or willful misconduct of the indemnifying party.
Except as may be limited herein, Maritz warrants that it will provide the Services in a professional manner. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED ‘AS IS’ WITHOUT WARRANTY OF ANY KIND, ORAL, WRITTEN, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO MERCHANTABILITY, ACCURACY, FUNCTIONALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR PERFORMANCE. MARITZ DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR FREE OR UNINTERRUPTED. THE LIMITED WARRANTIES PROVIDED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO CLIENT IN CONNECTION WITH THE PROVISION OF THE SERVICES.
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER OR ANY THIRD PARTY, FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF MARITZ OR CLIENT HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. Except for a breach of the Confidentiality Section, Intellectual Property Rights Section, fraud, intentional misconduct, any amounts due and payable by Client to Maritz, and any indemnification obligations set forth herein, each party’s liability hereunder for any type of damages whatsoever, regardless of the form of action, will not exceed the aggregate dollar amount payable by Client to Maritz under this agreement.
Term; Termination:
The Services shall commence and continue until completed or otherwise terminated by Maritz in its sole discretion, for any reason, by providing five (5) days prior written notice to Client with no further liability, or as otherwise permitted in this agreement.
Either party may terminate this agreement (i) within thirty (30) days of providing notice to the other party if that party materially breaches any term or condition of this agreement, and fails to cure such breach within thirty (30) day notice of the same, except in the case of failure to pay fees, which must be cured within fifteen (15) days after receipt of notice from Maritz; (ii) immediately in the event that the other party becomes subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors; or (iii) immediately following the sixtieth (60th) day if the other party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors, if such petition is not dismissed within sixty (60) days of filing.
If this agreement is terminated for any reason, (a) Client will pay Maritz any fees, or amounts that have accrued prior to the effective date of the termination, and (b) any terms or conditions that by their nature are intended to survive termination of this agreement will survive termination. In the event of a breach or threatened breach of this agreement, the non-breaching party, in addition to any other remedies it may have at law or in equity, will be entitled to seek and obtain a temporary restraining order, preliminary injunction, and other appropriate relief so as to specifically enforce the terms of this agreement without the necessity of posting a bond or other surety.
Miscellaneous:
Any notice required or permitted to be given hereunder must be in writing and sent to the address designated by Client or Maritz in writing, and will be effective (a) when sent by email or facsimile, with confirmation of transmission, if sent during the recipient’s normal business hours, and on the next business day if sent after the recipient’s normal business hours; (b) three (3) business days after deposit in the U.S. Mail, certified, return receipt requested, postage prepaid; or (c) one (1) business day after deposit with a reputable express next day courier providing written receipt of delivery.
This agreement is governed and construed under the laws of the State of Missouri without regard to conflict of law’s provisions or the United Nations Convention on the International Sale of Goods. In the event an action or suit is brought by any party to enforce the terms of this agreement, the prevailing party will be entitled to the payment of reasonable attorneys’ fees and costs, as determined by the court.
Except for the payment of any fees, if the performance of any part of this agreement is prevented, delayed or otherwise made commercially impracticable by reason of any cause outside of the reasonable control of such effected party and without its fault or negligence, that party will be excused from such performance to the extent that it is prevented or delayed by such causes.
Neither party will assign or otherwise transfer any of its rights or obligations under this agreement without the other party’s prior written consent, which consent shall not be unreasonably withheld or delayed. Subject to the foregoing, the agreement is binding upon and will inure to the benefit of the parties and their respective successors and assigns.
The parties agree to comply with all applicable data security/privacy laws and/or regulations. Each party is an independent contractor and the parties will not have the authority to bind, represent or commit the other. Nothing in this agreement creates a joint venture, partnership, or an agency relationship between the parties. This agreement, and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. No amendment, change, waiver, or discharge hereof is valid unless in writing and signed by both parties. If any part of this agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this agreement will remain in full force and effect. The persons signing or entering into this agreement on behalf of each party, each warrant that they are authorized to execute agreements and bind their organizations to this agreement. This agreement may be executed in two or more counterparts, and may be executed electronically, each of which shall be an original instrument, but all of which together shall constitute one and the same binding agreement.