MASTER SERVICE AGREEMENT
THIS AGREEMENT (“Agreement”) is entered into by and between Junk Removal Authority (“JRA”), a North Carolina company with offices at 950 Windy Rd, Suite 204, Apex, NC 27502 and ____________________________________________ (“Client”), with offices at __________________________________________________ , on ________________, with the agreement executed in Apex, North Carolina.
Whereas, Client desires to retain JRA to provide services as described in the attached Work Order (“Project”) which is hereby integrated into this Agreement; and
Whereas, JRA desires to undertake the Project described in the Work Order subject to the specifications contained therein;
Now, Therefore, with the intent of establishing their respective rights and obligations towards one another in a written memorandum, JRA and Client (each a “Party” and together “Parties”) agree as follows:
1. Professional Services. JRA hereby agrees to use its best efforts to provide professional-quality services as described in the Work Order.
2. Nature of Relationship. JRA shall perform its services to or for Client as a Contractor only. Client shall not be responsible for any employment taxes or similar expenses relating to the retention of JRA hereunder. Nothing in this Agreement shall appoint either Party, its officers, directors, employees, or representatives as the agent, partner, or legal representative of the other. Neither Party shall have any power to represent, act on behalf of, or obligate the other to any third-party without the full explicit written consent of the other Party.
3. Liability for Third-Party Obligations. To the extent that JRA facilitates Client’s ability to enter any contract with any third-party, Client shall be solely and exclusively responsible to such third-party, and all other lawful beneficiaries of such contract, for the full performance of all of its contractual obligations. Client shall also be responsible for all claims of any kind leveled against Client or JRA for any misconduct related to the rendering of services (e.g., an accident on the way to a job, damage to property during a job, or improper disposal of hazardous materials). In addition to any other remedies, Client agrees to indemnify, defend, and hold JRA harmless from all claims made against JRA by any third-party in relation to any of Client’s obligations, omissions, negligence, or other allegation of impropriety.
4. Initial Term and Renewal. This Agreement shall become operative on the date that JRA accepts this Agreement from Client and shall continue until all services described in the Work Order have been rendered. If the Parties make changes to the scope or services of the project, this Agreement shall automatically be extended for such time as may be required to complete such changes. Should the services described within the Work Order be of an ongoing nature, then either party may terminate this Agreement by providing the other Party with notice of: (a) the time period specified for termination in the Work Order, if any; and (b) Ninety (90) days. Notice shall be in writing, including, without limitation, electronic communication, and effective upon confirmation of receipt by the receiving party, or a certified mail receipt. JRA will not refund any payments or void any invoices for billing cycles that fall prior to the effective date of cancellation or are within the required cancellation window. For example, for a service that requires 30 days notice of cancellation, if the Client cancels on the 2nd of the month, then Client is still responsible to pay on the following 1st of the month as well. Should Client cancel on the 1st, then JRA will not process payment on the 1st of the following month. Initial here to acknowledge: _____________
5. Fees and Payments. Rates, fees, and payment schedules for all services to be rendered under this Agreement are specified in the Work Order. By signing this Agreement, Client acknowledges and accepts the rates, fees, and schedules therein. Time is of the essence of this Agreement. Invoices and Credit Card Charges will be issued based on the payment schedules in the Work Order and are due upon receipt of the invoice. A late fee of $50 will be charged for invoices over 3 days late. There is a maximum late charge of $50 for a Client in one month. So if multiple payments are late there will only be one $50 charge.
In most cases, Client will be set up for automatic payments with JRA. If an automatic payment fails, then JRA will notify Client. Upon being notified of a failed payment, Client should then ensure funds are available and inform JRA that the card may be run. If card details need to be updated, then contact JRA to give those updated details. Automatic payment failures that are not remedied within 3 business days are subject to a $50 failed payment fee, with a maximum of $50 per month. In this way, if Client’s card fails for multiple work orders, Client will not be charged more than one $50 fee for that month. Initial here to acknowledge: ______
If Client is late by more than 10 days on any service or product then JRA reserves the right to take their website offline until Client pays off past due balances. If Client disputes any credit card charges then JRA reserves the right to take Client’s website offline. If a website is taken offline there is a $150 charge to bring it back online. Initial here to acknowledge: _______
6. Payment Authorization. Client grants JRA explicit permission to charge the credit card and/or bank account (via ACH or demand draft) provided by Client for all services rendered according to the terms outlined in attached work order(s). Should Client’s automatic payment not initially go through or Client be late on paying an invoice, Client authorizes JRA to periodically run the card to collect past due balances. Client’s credit card and/or bank account information will be securely stored. Client’s authorization shall remain in effect during the entirety of the business relationship.
7. Governing Law. This Agreement shall be interpreted under the laws of the State of North Carolina and any disputes between the parties shall be governed by and determined in accordance with the internal substantive laws of the State of North Carolina, within the State of North Carolina court system, and without reference to any foreign laws or conflicts of laws principles.
8. Agreement and Modification. This Agreement, along with the attached Work Order, pertains to the services to be provided by JRA to the Client, and constitutes the Entire Agreement between the Parties, superseding all prior or contemporaneous agreements, oral or written, concerning the subject matter hereof. JRA may, at any time, and at their sole discretion, modify the terms of this Master Service Agreement, including, without limitation, updates related to technology, data processing practices, and service methodologies, with or without notice to the Client. Any such modification will be effective immediately upon posting on the www.junkra.com website; however, Client may notify JRA of any objection to such changes within ten working days, in which case, the Master
Service Agreement shall revert to the last version agreed or not objected to. Client’s continued use of JRA’s services after any such change without timely objection constitutes Client’s acceptance of the modified Master Service Agreement. Any modifications to the terms of any Work Order must be in writing and signed by both Parties. Client’s execution of this Agreement constitutes explicit consent to this provision.
9. Language Order of Precedence. In the event of a conflict between this Agreement and the Work Order, the Work Order shall prevail.
10. Recording of Calls. As a part of JRA’s aim for high quality services, calls may be recorded using JRA work phones and software platforms. Client hereby consents to the recording of their calls. Client also consents to the review and storage of associated voice recordings for the purposes of supervision, research, review, or to be used with any Client disputes. Client further acknowledges and agrees that such recordings may be transcribed, analyzed, and processed using artificial intelligence and automated technologies for purposes of quality assurance, performance improvement, and service optimization.
11. Communication Frequency: Frequent communication is important in this relationship. JRA’s internal communication policy is as follows: 1. If JRA has a phone call or Zoom call, provide an email to recap the conversation. 2. If JRA attempts to call but does not reach Client, then follow up with a text message and email. 3. If JRA emails Client, then follow with a text letting Client know to check his email. We generally send longer and more detailed messages via email.
From time to time this level of communication might seem excessive and repetitive. However, JRA asks for understanding as they have had client relationships go South due to the Client not receiving the communication that JRA was sending.
12. Videos, Photographs, Audio Recordings. Client grants JRA and any photographer JRA hires the irrevocable right and permission to photograph, video and record audio (collectively these are referred to as “Creations”) of their company, staff members and equipment. JRA and the Photographer both have the right to use these Creations in their marketing, advertising, educational materials, derivative works, as well as other purposes. Client understands and agrees that they may be identified by individual(s) and/or company’s name in these Creations and waive the right to approve the final product. All Creations are and shall remain the exclusive property of JRA.
Client hereby releases, acquits, and forever discharges JRA and any Photographer JRA hires, its current and former directors, officers, agents, customers, and employees of the above-named entities from any and all claims, demands, rights, promises, damages and liabilities arising out of or in with the use or distribution of said Creations including but not limited to any claims for invasion of privacy, appropriation of likeness or defamation.
13. Intellectual Property. JRA warrants that it will not knowingly infringe on any copyright or trade secrets of any third party in the performance of its services. To the extent that any material used by JRA contains matter proprietary to a third party, JRA shall, at Client’s expense and approval, obtain licensing from the owner permitting the use thereof and granting JRA the right to sub-license its use. JRA MAKES NO WARRANTIES OF NON-INFRINGEMENT OF ANY RIGHTS THAT ARE UNKNOWN TO JRA. Furthermore, JRA offers no warranty for its use, integration, modification, or other implementation of any materials provided by Client. Client assumes all risk of infringement for such materials and agrees to indemnify and hold JRA harmless for any claims resulting from JRA’s use of client-supplied materials.
14. Limitation of JRA’s Liability. Client agrees that no promises or guarantees have been made by JRA regarding projected sales volumes, market potential, revenues, profits, or operational assistance other than as stated in this Agreement or in any disclosure document provided by JRA or its representatives. Client agrees that it understands that no claims that are made in any advertisement or sales pitch, rather written or verbal, are guarantees of results and should not be relied on when making the decision to purchase any product or service from JRA. The Project involves operational risks and depends, in large part, upon Client’s ability as an independent business to manage the daily affairs and obligations of the business. Initial here to acknowledge: __________
Results are also largely dependent on local economic conditions and competitive landscape. JRA does not guarantee any results on any of its products or services. Further, with SEO and Google Ads services, JRA is not to be held responsible for any delisting, suspension, or penalty that Google or any search engine or database may place on Client’s site. Client acknowledges that there is a small risk of suspension, delisting, or a decrease in ranking when performing SEO services and Google Ads services with the intention of increasing website rankings and leads for businesses. Client expressly releases JRA and its successors, officers, directors, shareholders, affiliates, employees and agents for any lost profit or other losses or damages to Client of any type, nature or description, special, indirect, or consequential which may be caused directly or indirectly by any delays, inadequacies of services, or any other cause by JRA or its personnel. JRA makes no express or implied warranties of any type or nature, including merchantability and / or fitness of work for any particular purpose. Client further acknowledges that any recommendations, insights, or outputs generated through automated or AI-based systems are provided for informational purposes only and may contain inaccuracies, and Client assumes all risk associated with reliance on such outputs. JRA shall not be responsible for the acts, omissions, or performance of third-party platforms, software providers, or AI systems utilized in connection with the services.
Client agrees to indemnify, pay the defense costs of, and hold harmless JRA, and its successors, officers, directors, shareholders, affiliates, employees and agents from any and all actions, causes of action, claims, demands, costs, liabilities, expenses and damages (including attorneys’ fees) arising out of, or in connection with: (i) any claim for bodily injury, death, or property damage related to performance hereunder, (ii) any claim that the Services infringe any copyright, patent, trade secret, trademark, or other legal right of any third party which results from the use of materials or direction provided by Client; and, (iii) any other claim related to the services provided under this agreement.
Client acknowledges that there is no warranty or guarantee of results and that JRA is to be paid in full and without dispute no matter the results. JRA will provide services to the best of its ability but many factors are outside of its control. JRA will not cancel contracts early or refund payments due to Client not being satisfied with results. Initial here to acknowledge: _______
15. Confidentiality. During the term of this agreement and in perpetuity each Party will take all Reasonable Care to prevent the unauthorized use or dissemination of the other Party’s confidential information. “Reasonable Care” means at least the same degree of care as a prudent person would use to protect its own confidential information from unauthorized disclosure.
To the extent that either party discloses confidential information, the recipient party agrees to have all its employees, personnel, and / or persons who will be or might have access to such information, sign Non-Disclosure agreements preventing further dissemination. Either party may request copies of such Non-disclosure documents upon reasonable request.
For the purposes hereof, Confidential Information means any business practice or technique which is not generally known, and which is provided by one party to the other.
Confidential information does not include information that:
(a) was known before disclosure;
(b) Becomes public knowledge through no fault of the recipient;
(c) Is obtained from sources other than the disclosing Party, who owe no duty of confidentiality to
such Party; or,
(d) Which is independently developed outside the scope of this Agreement.
16. No Poaching. Client and JRA agree not to directly or indirectly employ, offer to employ, or otherwise engage any employee, contractor, or agent of the other Party during the term of this Agreement and for a period of Eighteen (18) months thereafter without the prior written consent of the other Party.
17. Disparagement: Client and JRA agree not to publicly or privately make any disparaging statements or comments about or relating to the other party’s staff, owners, products, services, or manner of doing business, through any means of communication, including, but not limited to, print or broadcast media or any Internet communication outlet, including social media. Client and JRA also agree to use reasonable best efforts to prevent spouses/significant others, any members of immediate family, and any members of their household from engaging in any such activity.
18. Attorneys’ Fees. In the event of a dispute between the Parties, including any dispute involving an officer, director, employee or managing agent of a party to this Agreement, in addition to all other remedies, the court or mediator shall order the non-prevailing party to pay the prevailing party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing party as a result of such dispute.
19. Invalidity. If any provision of this Agreement is held to be invalid in a final decision from which no appeal is or can be taken, such provision shall be deemed modified to eliminate the invalid element and, as so modified, such provision shall be deemed to replace the invalid provision as if it were originally included. The remaining provisions of this Agreement shall not be affected by such modification.
20. No Warranty. The professional services rendered under this agreement are provided on a best-efforts basis and therefore no warranties or guarantees shall be provided or implied by course of dealing, course of performance, or usage of information. These disclaimers are an essential part of this Agreement and formed the basis for determining the rates charged to Client. Client agrees to assume all risks for decisions and third-party actions which may impact Client’s business, all of which are beyond JRA’s control.
21. Notices. All notices given under this Agreement shall be sent in writing. A notice sent be email is only valid when the receiving party acknowledges it. Either Party may also send notice by certified mail, return receipt requested, or by an overnight delivery service providing documentations of receipt, at the address set forth in the first paragraph of this Agreement or at such other addresses either Party may designate from time to time, and shall be effectively given when deposited in the United States mail, postage prepaid, or when received via overnight delivery, as may be applicable.
22. Chance To Remedy. Should the Client believe that JRA is not fulfilling the service outlined within this agreement and any Work Orders, then Client should inform JRA via email to lee@junkra.com to allow JRA opportunity to fulfill its obligations. It is JRA’s intention to complete its requirements but in the very rare occurrence the Client discovers or believes that is not occurring, the Client should immediately notify JRA, so JRA is given the opportunity to begin fulfilling its obligations. Please initial here acknowledging this: _______
23. Early Termination by JRA. If any dispute arises between the Parties, they shall make reasonable efforts to resolve the situation between themselves. If such efforts fail, JRA may, at their sole discretion, terminate this Agreement, regardless of any other provision herein, by providing written notice to Client. If Client owes money to JRA at the time of termination then JRA will automatically charge the card on file for the remaining balance. If Client’s card cannot be charged then Client must pay all past due balances within 5 days of termination. JRA may retain prepayments at its sole discretion.
24. General Provisions
(a) Each person signing this Agreement warrants that they have full authority to execute this Agreement and, if representing an entity, authority to bind that entity hereto. Client’s signatory personally guarantees Client’s performance of this Agreement.
(b) This Agreement may be executed in counterparts and an electronic copy shall be legally binding as if it were an original.
(c) Headings in this Agreement are for convenience purposes only and are not to be construed substantively.
(d) Both Parties agree that they have had the opportunity to review this Agreement and consult with legal counsel regarding its terms. They therefore agree that no presumption against the drafter of this Agreement shall be made in the event of any unclear language used herein.
25. Use of Artificial Intelligence, Data Processing, and Automation
25.1 Use of Artificial Intelligence and Automation
Client acknowledges that JRA utilizes artificial intelligence (“AI”), machine learning systems, and other automated technologies as part of its service delivery. These technologies are used to enhance campaign performance, improve operational efficiency, analyze data, and generate insights intended to benefit Client’s business outcomes.
25.2 Processing of Communications and Call Data
As part of its services, JRA may record, transcribe, analyze, and process phone calls, text messages, and other communications using AI and related technologies. Client consents to such processing and represents that it has obtained all necessary permissions and disclosures required by applicable law for the recording and analysis of such communications.
25.3 Use of Client Data for Service Delivery
In order to provide services, JRA will access and process Client data, including but not limited to marketing data, website analytics, customer interactions, call recordings, and operational information (“Client Data”). Such use is limited to what is reasonably necessary to deliver, manage, and optimize the services provided under this Agreement.
25.4 Service Improvement, Model Training, and System Enhancement
Client agrees that JRA may use Client Data to improve its services, methodologies, and internal systems, including for purposes of training, refining, and enhancing AI models, automation tools, and analytical frameworks. Such improvements may be derived from patterns, trends, insights, and learnings derived across JRA’s client base, provided that JRA does not disclose Client-specific confidential information to third parties in a manner that identifies Client.
25.5 Aggregated and De-Identified Data
JRA may create, use, and disclose aggregated and de-identified data derived from Client Data (“Aggregated Data”) for benchmarking, analytics, service improvement, and industry insights. Such data will not identify Client or any individual or business associated with Client.
25.6 Use of Third-Party Platforms
Client understands that JRA may utilize third-party platforms, including AI-based tools, to perform certain aspects of the services. JRA will use commercially reasonable efforts to engage reputable providers; however, JRA is not responsible for the independent practices of such third parties.
25.7 No Sale of Client Data
JRA does not sell Client Data to third parties. Any sharing of data is limited to what is reasonably necessary to perform the services and is subject to appropriate confidentiality obligations.
25.8 Limitations of AI Outputs
Client acknowledges that AI-generated outputs may contain errors or inaccuracies and should not be solely relied upon without human review. JRA does not guarantee the accuracy or completeness of AI-generated insights, recommendations, or content.
25.9 Client Rights and Permissions
Client represents and warrants that it has all necessary rights, consents, and permissions to provide Client Data to JRA and to permit its use as described in this Agreement, including with respect to recorded communications and personal data.
25.10 Clarification of Existing Practices
Client acknowledges that the provisions of this Section are intended to clarify and formalize JRA’s existing data processing, analysis, and technology practices used in the course of delivering services, and do not represent a material change to the fundamental nature of the services provided.
25.11 Survival
This Section shall survive termination of the Agreement.
JRA shall not be liable for any damages, loss of business, or lost revenue resulting from such suspension or removal.
INTENDING TO BE BOUND, the parties have executed this Agreement as of the date first above set forth.