SUBSCRIPTION PARTICPATION AGREEMENT
CWF Enterprises LLC dba Capwell Services (“Master Subscriber”) has entered into an agreement with United Franchise Group (“UFG”) to offer to UFG Franchisees participation in a license which Master Subscriber has obtained from ZoomInfo Technologies, LLC for access to and use of the ZoomInfo online platform available at www.zoominfo.com (the “ZoomInfo Platform”). The undersigned UFG Franchisee (”Subscriber”) hereby agrees to participate in the license offered by Master Subscriber to the ZoomInfo Platform according to the terms and conditions as set forth in this Subscription Participation Agreement (“Agreement”).
- TERM- 10/26/2025 to January 31, 2026 (“Term”).
- SUBSCRIPTION FEE-Subscriber agrees to pay the following Subscription Fee:
4 Monthly Payments- If Subscriber elects to pay monthly for the license, the Subscription Fee is $699.00 per month [3% additional monthly service fee for credit cards/no fee for ACH.]
- USAGE LIMITS- Each Subscriber is subject to the following usage limits:
-Intent Data: 6 global topics included
-Maximum export of 1000 records per month
-Maximum views of 2000 records per month
-North American Data Passport
-Standard Support
- CANCELLATION POLICY- Monthly Subscribers may cancel their subscription at any period of the Term upon payment of a cancellation fee equal to 50% of the remaining balance due for the Term.
- LATE PAYMENTS. In the event that Monthly Payments are not paid on time, after fourteen (14) days, access to ZoomInfo will be frozen and Subscriber will be required to pay a late fee of $25 to reinstate access or the subscription will be cancelled and the cancellation fee charged.
- REFUND POLICY- There are no refunds available to Subscribers except in the event of error or negligence on the part of Master Subscriber, as determined at the sole discretion of Master Subscriber.
- LICENSE TERMS AND CONDITIONS- Subscriber agrees to be bound by the terms of the ZoomInfo License Terms and Conditions (“LTC”) available at https://www.zoominfo.com/legal/ltc which is incorporated herein by reference.
- INDEMNIFICATION- Subscriber is responsible and indemnifies and holds Master Subscriber harmless for any and all losses, liability, or damages arising out of, or incurred in connection with, Subscriber's use of the ZoomInfo Platform pursuant to this Agreement. Should any claim subject to indemnity be made against Master Subscriber or Subscriber, the party against whom the claim is made agrees to provide the other party with prompt written notice of the claim. Subscriber will control the defense and settlement of any claim under this section. The indemnified party agrees to co-operate with the indemnifying party and provide reasonable assistance in the defense and settlement of such claim. The indemnifying party is not responsible for any costs incurred or compromise made by the indemnified party unless the indemnifying party has given prior written consent to the cost or compromise.
- GENERAL-
9.1. Assignment. Subscriber may not assign, sublicense, or transfer Subscriber's rights or delegate its obligations under this Agreement without Master Subscriber's prior written consent, which will not be unreasonably withheld. This Agreement shall be binding upon the successors and assigns of the parties to this Agreement.
9.2. Entire Agreement. This Agreement constitutes the final and complete understanding between the parties, and replaces and supersedes all previous oral or written agreements, understandings, or arrangements between the parties with respect to the subject matter contained in this Agreement.
9.3. Waiver. This Agreement may not be modified or amended except in a writing signed by an authorized officer of each party. The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision.
9.4. Publicity. Without the prior written consent of the other party, neither party shall disclose the terms and conditions of this Agreement, except disclosure may be made as is reasonably necessary to the disclosing party's bankers, attorneys, or accountants or except as may be required by law.
9.5. Independent Contractor. Nothing in this Agreement shall be deemed to create an employer-employee, principal-agent, or joint venture relationship. Neither party shall have the authority to enter into any contracts on behalf of the other party.
9.6. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of California.
9.7. Severability. In case any provision of this Agreement is held to be invalid, unenforceable, or illegal, the provision will be severed from this Agreement, and such invalidity, unenforceability, or illegality will not affect any other provisions of this Agreement.
9.8. Attorney's Fees. In the event of any dispute between the parties arising out of this Agreement, the prevailing party shall be entitled, in addition to any other rights and remedies it may have, to recover its reasonable attorney's fees and costs.
SUBSCRIPTION PARTICPATION AGREEMENT
CWF Enterprises LLC dba Capwell Services (“Master Subscriber”) has entered into an agreement with United Franchise Group (“UFG”) to offer to UFG Franchisees participation in a license which Master Subscriber has obtained from ZoomInfo Technologies, LLC for access to and use of the ZoomInfo online platform available at www.zoominfo.com (the “ZoomInfo Platform”). The undersigned UFG Franchisee (”Subscriber”) hereby agrees to participate in the license offered by Master Subscriber to the ZoomInfo Platform according to the terms and conditions as set forth in this Subscription Participation Agreement (“Agreement”).
- TERM- 10/26/2025 to January 31, 2026 (“Term”).
- SUBSCRIPTION FEE-Subscriber agrees to pay the following Subscription Fee:
Annual Payments- If Subscriber elects to pay in full for the full term the Subscription Fee is $2,399.00 [3% additional service fee for credit cards/no fee for ACH.]. If Effective Date is after the commencement of the Term, the Subscription Fee will be prorated through the end of the Term.
- USAGE LIMITS- Each Subscriber is subject to the following usage limits:
-Intent Data: 6 global topics included
-Maximum export of 1000 records per month
-Maximum views of 2000 records per month
-North American Data Passport
-Standard Support
- CANCELLATION POLICY- Monthly Subscribers may cancel their subscription at any period of the Term upon payment of a cancellation fee equal to 50% of the remaining balance due for the Term.
- LATE PAYMENTS. In the event that Monthly Payments are not paid on time, after fourteen (14) days, access to ZoomInfo will be frozen and Subscriber will be required to pay a late fee of $25 to reinstate access or the subscription will be cancelled and the cancellation fee charged.
- REFUND POLICY- There are no refunds available to Subscribers except in the event of error or negligence on the part of Master Subscriber, as determined at the sole discretion of Master Subscriber.
- LICENSE TERMS AND CONDITIONS- Subscriber agrees to be bound by the terms of the ZoomInfo License Terms and Conditions (“LTC”) available at https://www.zoominfo.com/legal/ltc which is incorporated herein by reference.
- INDEMNIFICATION- Subscriber is responsible and indemnifies and holds Master Subscriber harmless for any and all losses, liability, or damages arising out of, or incurred in connection with, Subscriber's use of the ZoomInfo Platform pursuant to this Agreement. Should any claim subject to indemnity be made against Master Subscriber or Subscriber, the party against whom the claim is made agrees to provide the other party with prompt written notice of the claim. Subscriber will control the defense and settlement of any claim under this section. The indemnified party agrees to co-operate with the indemnifying party and provide reasonable assistance in the defense and settlement of such claim. The indemnifying party is not responsible for any costs incurred or compromise made by the indemnified party unless the indemnifying party has given prior written consent to the cost or compromise.
- GENERAL-
9.1. Assignment. Subscriber may not assign, sublicense, or transfer Subscriber's rights or delegate its obligations under this Agreement without Master Subscriber's prior written consent, which will not be unreasonably withheld. This Agreement shall be binding upon the successors and assigns of the parties to this Agreement.
9.2. Entire Agreement. This Agreement constitutes the final and complete understanding between the parties, and replaces and supersedes all previous oral or written agreements, understandings, or arrangements between the parties with respect to the subject matter contained in this Agreement.
9.3. Waiver. This Agreement may not be modified or amended except in a writing signed by an authorized officer of each party. The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision.
9.4. Publicity. Without the prior written consent of the other party, neither party shall disclose the terms and conditions of this Agreement, except disclosure may be made as is reasonably necessary to the disclosing party's bankers, attorneys, or accountants or except as may be required by law.
9.5. Independent Contractor. Nothing in this Agreement shall be deemed to create an employer-employee, principal-agent, or joint venture relationship. Neither party shall have the authority to enter into any contracts on behalf of the other party.
9.6. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of California.
9.7. Severability. In case any provision of this Agreement is held to be invalid, unenforceable, or illegal, the provision will be severed from this Agreement, and such invalidity, unenforceability, or illegality will not affect any other provisions of this Agreement.
9.8. Attorney's Fees. In the event of any dispute between the parties arising out of this Agreement, the prevailing party shall be entitled, in addition to any other rights and remedies it may have, to recover its reasonable attorney's fees and costs.
