top of page

CONTACT

Let us know how we can help!

​

Terms and Conditions

​

1. SERVICES. New Edge Apps LLC will provide the services set forth in this agreement. LLC will use commercially

reasonable efforts to provide a secure transmission of Client data to and from the New Edge Apps LLC database located on

New Edge Apps LLC Internet computer network. The services and all related software and intellectual property are

hereinafter referred to as the “Services.”

2. FEES. Client shall pay the fees set forth during the Term of this Agreement. New Edge Apps LLC will invoice Client for

these fees on a 30-day billing cycle. Client agrees to pre-pay for every month of service.

Text Marketing & Website Lead System Monthly TBD

Client acknowledges that all text message overages are charged in arrears at the rate designated in their existing monthly

plan. Client shall pay all invoices within ten (10) days of the date of invoice. There may be an additional one time set-up fee

billed with the first month of service. All charges and fees hereunder are exclusive of federal, state and local excise, sales,

use and other taxes now or hereafter levied or imposed for the provision of Services hereunder. Except for taxes on New

Edge Apps LLC's net income, Client shall be liable for and pay al such taxes and other levies, regardless of whether

included on any invoice. New Edge Apps LLC is prohibited from changing the amount, structure, method and/or basis of the

fee at any time during the term of this Agreement. Client has the exclusive right to upgrade or downgrade their service plan

at anytime with 60 days notice in writing to New Edge Apps LLC. Includes call tracking and recording, lead generation

websites vocellicrofton.com & vocelliglenburnie.com updates and management.

3. GUARANTY. If Client has been unable to utilize the services provided by New Edge Apps LLC for any reason that is the

fault of New Edge Apps LLC, Client shall have the right to cancel all services provided by New Edge Apps LLC, and New

Edge Apps LLC will provide to Client a full refund of all monies previously paid to New Edge Apps LLC to Client for the

period that services were not provided. Should Client choose to cancel service and seek a refund, Client must provide written

notice to New Edge Apps LLC within thirty (30) days prior to the completion of the three month of service. Said notice must

include a detailed basis for the cancellation

4. LICENSE; RESTRICTIONS. a) New Edge Apps LLC hereby grants Client a non-exclusive, non- transferable license to

access and use the Services at Client's place of business. Client is prohibited from reselling, loaning or otherwise sharing the

Services or divulging any related confidential information including, but not limited to passwords or instructional manuals.

Except as expressly permitted in this Section, Client may not use, reproduce, transfer, share, sublicense or transmit the

Services in any form or by any means without the prior written consent of New Edge Apps LLC. Client further agrees not to

modify, translate, transform, decompile, reverse engineer, disassemble, or otherwise determine or attempt to determine source

code from the Services or related software, or to permit or authorize a third party to do so. Title to the Services, and all related

software, technical know-how, and intellectual property rights therein are and shall remain the exclusive property ofNew

Edge Apps LLC. Client shall not take any action to jeopardize, limit or interfere in any manner with New Edge Apps LLC's

ownership of, and rights with respect to any licensed software and/or Services. b) COMPLIANCE. Client acknowledges and

agrees that, as between Client and New Edge Apps LLC, Client is responsible for compliance with all federal, state or other

applicable laws governing the use of the Services, including but not limited to laws applicable to direct marketing and

privacy. Client further acknowledges and agrees that New Edge Apps LLC merely provides a routine conveyance,” as that

term is defined in 15 U.S.C. § 7702 (CAN SPAM Act), in connection with the transmission of any electronic mail messages

on behalf of Client in connection with the Services. Client also agrees to comply with New Edge Apps LLC's polices and

rules for use of the Services, including its e-mail transmission services, as made available to Client and as amended by New

Edge Apps LLC from time to time in its sole discretion.

Master License Agreement page "4 of 7"

5. INTELLECTUAL PROPERTY RIGHTS. It is the intent of the parties that New Edge Apps LLC shall own the Services,

as well as all patents, copyrights, trademarks, trade secrets and other intellectual property rights associated with or

appurtenant to the Services. Neither Client, nor its subsidiaries, affiliates, agents, or employees shall have any right to use the

Services other than for the purposes set forth herein. In all cases, the Services are and shall remain the sole and exclusive

property of New Edge Apps LLC. Client covenants to take no action nor commit any omission that would be adverse to New

Edge Apps LLC's sole and exclusive ownership of the Services. If Client, its subsidiaries, affiliates, employees or any third

parties obtain any rights of ownership in or use of the Services through operation of applicable law or otherwise, Client

agrees to and hereby transfers, grants, conveys, assigns and relinquishes exclusively to New Edge Apps LLC any and all

right, title and interest it has or may acquire in the Services under patent, copyright, trade secret, trademark or other law

relating to intellectual property in perpetuity or for the longest period otherwise permitted by law.

6. CONFIDENTIALITY. a) Client acknowledges that the Services are the trade secrets of New Edge Apps LLC. b) Each

party agrees to use good faith efforts and at least the same care that it uses to protect its own confidential information of like

importance, but in no event less than reasonable care, to prevent unauthorized dissemination or disclosure of the other party's

confidential information both during and after the Term of this Agreement (including without limitation, the Services). In

addition, each party shall use the other party's confidential information solely as necessary for the performance of this

Agreement. Confidential information will include, but is not necessarily limited to (i) non-public financial information

concerning either party; (ii) information concerning either party's product line (both current and planned), research,

development, Clients, and pricing and marketing plans, unless and until publicly announced; and (iii) any information

designated as confidential in writing at or prior to disclosure. c) Except as required by law, New Edge Apps LLC will not

disclose to any non-affiliated third party any non-public individually identifiable Client data received from Client without

Client's prior approval. New Edge Apps LLC shall maintain at all times during the Term appropriate and reasonable

safeguards to protect such individually identifiable Client data using measures no less rigorous than those used to protect

New Edge Apps LLC's own Clients' individually identifiable data. d) The restrictions in this Section 5 Confidential

Information shall not apply to information which: (i) has become publicly known without breach of this Agreement or any

other confidentiality obligation by the receiving party; (ii) has been given to the receiving party by a third party with a legal

right to so disclose; (iii) was known to the receiving party at the time of disclosure as evidenced by its written records; (iv)

was independently developed by the receiving party without reference to the other party's confidential information; or (v) is

necessary to establish the rights of either party under this Agreement; or must be disclosed by the receiving party to comply

with any requirement of law or order of a court or administrative body (provided that the receiving party will endeavor to

notify the disclosing party of the issuance of such order and reasonably cooperate, at disclosing party's expense, in its efforts

to convince the court or administrative body to restrict disclosure).

7. LIMITED WARRANTY; LIMITATION OF LIABILITY. a) New Edge Apps LLC PROVIDES THE SERVICES AND

SOFTWARE “AS IS”AND MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, ORAL, IMPLIED OR

STATUTORY AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY, INCLUDING, BUT NOT LIMITED TO,

THE QUALITY, COMPLETENESS, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS

FOR A PARTICULAR PURPOSE OR ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. b)

New Edge Apps LLC SHALL NOT BE LIABLE TO Client OR ANY OTHER PARTY FOR INJURY TO ANY PERSON OR

PROPERTY WHATSOEVER RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICES OR

SOFTWARE OR FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR OTHER

DAMAGES OR EXPENSES OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR RELATING TO THE

SERVICE FOR SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SPECIFICALLY, New

Edge Apps LLC SHALL NOT BE RESPONSIBLE FOR ANY LOST PROFITS OR REVENUE, OR COSTS, INCLUDING,

BUT NOT LIMITED TO, THOSE INCURRED AS A RESULT OF LOSS OF USE OF THE SERVICES OR SOFTWARE,

LOSS OF DATA, BUSINESS INTERRUPTION. COST OF RECOVERING SOFTWARE OR DATA, COST OF

SUBSTITUTE SOFTWARE OR DATA. OR OTHER SIMILAR COSTS. IN NO EVENT SHALL New Edge Apps LLC'S

TOTAL LIABILITY OF ANY KIND, REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE

ACTION MAY BE BROUGHT, EXCEED THE TOTAL AMOUNT PAID TO New Edge Apps LLC UNDER THIS

AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM.

8. INDEMNIFICATION. a) Client assumes sole responsibility for all use of the Services and agrees to indemnify, defend

and hold New Edge Apps LLC and its affiliates, and its and their respective officers, directors, employees, agents and

representatives harmless from and against any and all claims, causes of action, suits, proceedings, demands, damages, costs,

expenses and liabilities of any kind whatsoever, including (without limitation) legal expenses and reasonable attorneys' fees,

from third parties (“Claims”), arising out of or in any way related to (i) Client's use of the Services, including without

limitation the use or inability to use the same, or any errors or omissions in the same, or (ii) any breach by Client of this

Agreement. b) If a preliminary or final judgment shall be obtained against Client's use of the Services by reason of a Claim

that the Services infringe or misappropriate the intellectual property rights of a third party or if the Services are likely to

become the subject of such a Claim, New Edge Apps LLC shall at its option and expense either procure for Client the right to

Master License Agreement page "5 of 7"

continue to use the Services as provided in this Agreement, or replace or modify the Services with a version of Services that

is non-infringing, but performing substantially similar functions. In the event that neither of the foregoing options is

commercially reasonable in New Edge Apps LLC's sole judgment, New Edge Apps LLC shall cease providing the Services to

Client and refund to Client any pre-paid license fees paid by Client for the remainder of the Term. THE RIGHTS AND

OBLIGATIONS IN THIS SECTION 7(b) ARE New Edge Apps LLC'S SOLE AND EXCLUSIVE OBLIGATIONS, AND

Client'S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO ANY INTELLECTUAL PROPERTY

INFRINGEMENT OR MISAPPROPRIATION.

9. TERMS AND TERMINATION a) The term of this agreement shall commence upon acceptance herein and shall

continue for a period of Six (6) months . Thereafter, this Agreement shall automatically renew on a month-to-month term

unless either party provides written notice to the other party that it will not renew, such notice to be given at least thirty (30)

days prior to the expiration of the then-existing Term. b) Either party may terminate this Agreement immediately for any

breach of this Agreement by the other party that is not cured within thirty (30) days after receipt of written notice of the

breach from the non-breaching party; provided however, such cure period shall not apply if Client is in breach of Section 3

License; Restrictions of this Agreement, or if either party is in breach of Section 5 Confidentiality, and further provided,

however, that the cure period for the breach of an obligation to pay fees when due shall be ten (10) days. New Edge Apps

LLC may terminate this Agreement at any time without cause upon thirty (30) days written notice to Client. Page 2 VOID IF

ALTERED - Rev: 01/21/09 c) This Agreement shall be immediately terminated upon the dissolution or bankruptcy of Client,

the filing of a bankruptcy petition by or against Client or a general arrangement or assignment by Client for the benefit of

creditors. d) Following expiration or termination of this Agreement for any reason, all rights and licenses granted herein shall

terminate and Client shall immediately cease use of and certify to New Edge Apps LLC that it has destroyed all copies of the

Services and related software. e) Termination or expiration of this Agreement for any reason shall not release any party from

any liabilities or obligations set forth in this Agreement that by their nature would be intended to be applicable following any

such termination or expiration. f) New Edge Apps LLC reserves the right to suspend the Services or terminate this Agreement

in the event that a payment due remains unpaid three (3) business days after Client has been notified of such non-payment.

10. INJUNCTIVE RELIEF. Each party acknowledges that the Services are unique property, and that the unauthorized use

or disclosure thereof shall cause New Edge Apps LLC irreparable harm that could not be adequately compensated by

monetary damages. Accordingly, in addition to any other remedies available to it at law or in equity, New Edge Apps LLC

will be entitled to injunctive relief to enforce the terms of this Agreement, including to prevent any actual or threatened

unauthorized use or disclosure of confidential information or the Services.

11. GOVERNING LAW; DISPUTE RESOLUTION. a) This Agreement will be construed in accordance with and

governed by the laws of the State of Missouri, without regard to principles of conflicts of law. Any disputes under this

Agreement shall be brought in Jackson County, Missouri. In the event that the Dispute Resolution section is invalidated, the

parties hereto consent to the jurisdiction of any local, state or federal court in which an action is commenced and located in

accordance with the terms of this Section and that is located in Jackson County, Missouri. The parties further agree not to

disturb such choice of forum, and if not resident in such state, waive the personal service of any and all process upon them,

and consent that such service of process may be made by certified or registered mail, return receipt requested, addressed to

the parties as set forth herein. b) Any dispute or claim arising hereunder shall be submitted to binding arbitration in Jackson

County, Missouri, and conducted in accordance with the Commercial Arbitration Rules of the American Arbitration

Association (AAA), and the parties expressly waive any right they may otherwise have to cause any such action or

proceeding to be brought or tried elsewhere. The parties hereunder further agree that: (i) any request for arbitration shall

bemade in writing and must be made within a reasonable time after the claim, dispute or other matter in question has arisen;

provided however, that in no event shall the demand for arbitration be made after the date that institution of legal or equitable

proceedings based on such claim, dispute, or other matter would be barred by the applicable statutes of limitations; (ii) the

appointed arbitrator must be a former or retired judge or attorney at law with at least ten (10) years experience in the

substantive area of this Agreement; (iii) the award or decision of the arbitrator, which may include equitable relief, shall be

final and judgment may be entered on such award in accordance with applicable law in any court having jurisdiction over the

matter. c) In any action, arbitration, or other proceeding by which one party either seeks to enforce its rights under the

Agreement, or seeks a declaration of any rights or obligations under the Agreement, the prevailing party will be entitled to

reasonable attorney's fees and reasonable costs and expenses incurred to resolve such dispute and to enforce any final

judgment. In addition, if Client or Client's account is referred to an attorney or collection agency for collection, Client will

pay for all collection fees, costs and expenses incurred by New Edge Apps LLC, including attorneys' fees and fees of

collection agencies.

12. GENERAL. a) Press Releases. New Edge Apps LLC may issue press releases and other marketing and promotional

material describing the relationship created by this Agreement. Client shall have thirty (30) days to review such material prior

to its release. New Edge Apps LLC may use specific information previously reviewed for public release by Client, without

further approval. b) Notices. All notices and other communications to each party must be in writing and sent to the party at

the address specified in this Agreement or to such alternative address as either party may furnish in writing to the other from

Master License Agreement page "6 of 7"

time to time. If to New Edge Apps LLC, Attention: Legal Department. Unless otherwise agreed, notice shall be deemed given

(i) upon receipt when delivered personally, (ii) upon written verification of receipt from overnight courier, (iii) upon

verification of receipt of registered or certified mail, or (iv) upon verification of receipt via facsimile. c) Force Majure.

Neither party shall be liable or deemed to be in default for any delays or failure in performance resulting directly or indirectly

from any cause or circumstances beyond its reasonable control, including but not limited to acts of God, war or warlike

conditions, terrorism, riot, embargoes, acts of civil or military authority, fire, flood, accidents, strikes or labor shortages,

sabotage, Internet failure, transportation facilities shortages, fuel or materials or for failures of equipment,

telecommunications facilities or third party software programs. d) Severability. If any term or condition hereof is found by a

court or administrative agency to be invalid or unenforceable, the remaining terms and conditions hereof shall remain in full

force and effect and shall be enforceable to the maximum extent permitted by law. e) Waiver. The failure of either party to

enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to

enforce it at a later time. A party's remedies set forth herein are not exclusive and are in addition to any and all other remedies

available at law or in equity, none of which shall be deemed as waived by virtue of a party's exercise of any other remedy. f)

Entire Agreement. This Agreement and related exhibits and attachments represent the entire agreement and understanding of

the parties with respect to the subject matter hereof and supersedes any and al prior agreements and understandings. There are

no representations, warranties, promises, covenants or undertakings, except as described herein. g) Service Enhancements.

New Edge Apps LLC reserves the right to add or delete programs or services as part of our continued enhancement of the

Services. New Edge Apps LLC will give Client thirty (30) days notice of any such changes and any fee increases or decreases

related thereto. h) Amendment. Except where otherwise provided herein, this Agreement may not be amended or otherwise

modified except by an Addendum signed by the parties hereto. i) Assignment. Client may not sell, mortgage, assign or

otherwise transfer this Agreement or any of its rights or obligations hereunder to any other person or entity, without the

express written consent of New Edge Apps LLC. Page 3 VOID IF ALTERED - Rev: 01/21/09 j) Aggregate Reports.

Notwithstanding anything to the contrary contained in this Agreement, New Edge Apps LLC may track, analyze, and/or

create reports related to aggregate activity in connection with Client's use of the Services and share such information with its

affiliated companies. New Edge Apps LLC and such companies may utilize such information to create, market, and sell

products and services. Client has the right to grant New Edge Apps LLC and such companies the foregoing rights. k)

Independent Contractors. The relationship of the parties will be that of independent contractors. Neither of the parties will

have, and will not represent that it has, any power to bind the other or to create any obligation on behalf of the other. Nothing

stated in this Agreement shall be construed as constituting or as creating the relationships of employer/employee, fiduciary,

principal/agent, partnership, joint venture or representative of the other. l) Third Party Beneficiaries. This Agreement is not

intended to benefit any third party and the parties do not intend to create any third party beneficiary rights under this

Agreement. m) Precedent. The preprinted terms and conditions of any purchase order or other document issued by Client in

connection with this Agreement shall not be binding on New Edge Apps LLC and shall not be deemed to modify this

Agreement. n) Ownership of Data: Databases collected via text, web, or paper are the sole and exclusive property of Client.

This data can be downloaded and used by Client only, and cannot be sold, transferred, used, or disseminated by any other

party without the express written permission from Client.

13. NOTICES. a) Do not accept this contract before you read it IN

 Text or Call 443-852-4589

bottom of page