MASTER AGREEMENT.

YOU AGREE TO THIS MASTER AGREEMENT (THE “AGREEMENT”), WHICH INCLUDES YOUR “PROPOSAL”, AND OUR “PRIVACY POLICY” AND “TERMS & CONDITIONS OF USE”, THAT GOVERNS YOUR USE OF DRAKE HOLDINGS’ SERVICES (“SERVICES”), BY YOUR PROVIDING A VALID METHOD OF PAYMENT TO DRAKE HOLDINGS, LLC (“HOW TO MOVE THE NEEDLE”, “US” and “OUR”).

YOU REPRESENT, IF ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS MASTER AGREEMENT, YOU MAY NOT USE DRAKE HOLDINGS’ SERVICES.

EFFECTIVE DATE

The Agreement starts the day you provide us with a method of payment for our services.

SCOPE OF WORK

We will provide you with the services described in your proposal.

EXCLUSIVITY

We will not work with competitors to promote identical products and services within the same geo-location.

ROYALTIES

Your royalty payment date is the same day each quarter as the Effective Date. All payments will be invoiced prior to, and then processed each quarter on your payment date. Royalty payments continue as long as you’re using our systems, processes, methods, or strategies (including variations or derivatives) in your marketing or operations.

REDO WORK

We will not redo any work for free that you or a third party undoes or counteracts, unintentionally or otherwise.

COSTS & EXPENSES

Your payments to us do not include payments for any costs you incur from software and advertising mediums such as Infusionsoft, Google, Facebook, or any other such medium. You are responsible for all such related software and advertising expenses and costs.

AT-WILL AGREEMENT

You may cancel your services with us for any reason, as long as you give us thirty (30) days advance notice prior to your next payment. We will happily work with you through the remainder of your last month with us. Note: royalty payments will still apply as long as you continue using our systems, processes, methods, or strategies (including variations or derivatives) in your marketing or operations.

CANCELATION

We may cancel your services for any reason, as long as we give you thirty (30) days advance notice prior the end of your current services month. Note: royalty payments will still apply as long as you continue using our systems, processes, methods, or strategies (including variations or derivatives) in your marketing or operations.

NO REFUNDS

You understand once a payment has been made, there are no partial or full refunds.

NON-PAYMENT AND SUSPENSION

We reserve the right to suspend or cancel the Agreement and our services if your payments become delinquent three (3) or more days.

RETURN OF PROPERTY

Whenever requested in writing, we will mutually and immediately deliver any and all property belonging to the other, including, but not limited to, intellectual property, proprietary information, and related business records. We have no obligation to retain any data or content more than five (5) days following the cancelation of services.

GUARANTEE

You understand that we do not guarantee any services or results.

THIRD PARTIES

We depend on the continuing availability of Infusionsoft, Google, Microsoft, Facebook and other third party mediums and platforms. You understand that we have no control over these mediums or platforms, and therefore, we are not responsible for any changes they may implement, or any disruption in their availability.

INTELLECTUAL PROPERTY

Intellectual property includes, but is not limited to, written copy, photography, graphic designs, software, and any other creative works (“Intellectual Property”). We acknowledge that all intellectual property and other materials that you own and provide to us shall remain your sole property or that of the licensor. You acknowledge that all intellectual property, work product, and other information, know-how, and materials that we own and produce shall remain our sole property. We grant you a limited, non-exclusive right to use our intellectually property and work product as created. You may not use our intellectually property and work product in any other manner, including, but not limited to, derivative works, in other mediums, and for other businesses or individuals, without our written permission.

REPRESENTATIONS AND WARRANTIES

We mutually represent that we each are the owners of any and all intellectual property provided, or have permission from the rightful owner to use said intellectual property. The intellectual property that we each use and provide to each other does not and will not infringe on the intellectual property rights of any third party. We shall mutually indemnify and hold harmless each other from any loss, liability, or other damage arising from the use of such intellectual property provided.

CONFIDENTIALITY

We shall mutually keep any information disclosed by the other that is marked as confidential (“Confidential Information”) strictly confidential, and upon subscription cancellation (or sooner if required) will at the option of the owner destroy such confidential information. The recipient of any confidential information shall not use such confidential information to compete, undermine, obviate, or circumvent from such information in any manner that is harmful, competitive, dissent, conflicting, and/or misaligned with the best interests of the owner of such information. In addition, the recipient of such confidential information shall not profit/gain outside of the mutual agreements, cooperation, joint venture, alliance, and/or the strategic reason(s) for which the disclosure of the confidential information is purposed and intended. This obligation does not apply to (i) information known to the receiver before disclosure by the other, or (ii) information which becomes public knowledge without fault on the part of the receiver, or (iii) disclosures made to the extent required by some applicable legal or regulatory requirement.

AGENCY STATUS

We have a non-exclusive, independent advertising agency status. We shall retain sole and absolute discretion in the manner and means of carrying out our services under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture. We shall not act as an agent of yours, ostensibly or otherwise, nor bind you in any manner, unless specifically authorized to do so in writing.

DISCLOSURE

We reserve the right to disclose who our clients are, and the results we’ve achieved for them, including disclosure in our marketing materials.

MODIFICATION OF TERMS

We reserve the right to modify the terms and conditions of the “Master Agreement”, the “Privacy Policy” and/or the “Terms & Conditions Of Use” at any time, effective upon posting an updated version. We will provide you with notice of any such modification. Continued use of our services after any changes shall constitute your consent to such changes.

NOTICES

Any notice shall be in writing and shall be delivered by electronic mail, personal delivery, certified mail, or delivered via national express service. Notice shall be deemed effective 24 hours after sending if by e-mail, immediately if personally delivered, and upon personal delivery to the signatories if by certified mail or national express service. Notices shall be sent to the addresses set forth in the proposal, or such other address as either party may specify in writing. In the event of any address change, the party changing its address must notify the other party in writing within five (5) days of the change.

ENTIRE AGREEMENT

This Agreement, together with all properly incorporated, dated and executed addendums, constitutes the entire agreement and understanding of the parties hereto, and supersedes any and all previous agreements and understandings, whether oral or written between the parties with respect to the matters set forth herein.

SEVERABILITY

The invalidity or unenforceability of any provision hereof shall in no way affect the validity or the enforceability of any other provision.

ARBITRATION

Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall first be settled by arbitration. The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration proceedings shall take place in a forum and location of our choice.

LITIGATION

The parties agree that if any action is brought by either party against the other party in connection with any rights or obligations arising out of this Agreement, such action shall be brought in an appropriate Circuit or District Court of the State of Utah, or the United States District Court for the District of Utah. A party to this Agreement named as a defendant in any action brought in connection with this Agreement in any court outside of the State of Utah shall have the right to have the case dismissed, requiring the filing party to re-file such action in a proper court in the State of Utah, and to bear all filing fees, and reasonable attorney fees and costs of all parties related to such filing.

GOVERNING LAW

This Agreement shall be construed and enforced under the laws of the State of Utah, without reference to any applicable principles of conflicts of law which would direct the application of the laws of another jurisdiction.

ATTORNEY FEES AND COSTS

In the event of any dispute arising out of this Agreement, the prevailing party in any legal action or arbitration shall be entitled to collect reasonable costs including attorney fees.

COUNTERPARTS

This Agreement may be executed in any number of counterparts with the same effect as if all signing parties have signed the same document. All counterparts shall be construed together to constitute the same instrument.

SUCCESSORS AND ASSIGNS

This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors, legal representatives and assigns.

ASSIGNMENT

Neither party will assign or transfer any rights or obligations under this Agreement without the prior express written consent of the other party.

FORCE MAJEURE

We shall have no liability whatsoever in the event any act of God, the public enemy or governmental authority, labor dispute, war (whether declared or not declared), civil disobedience, riot, transportation problem, network difficulties, electronic malfunction or other occurrences beyond our reasonable control that shall in any way restrict or prevent the implementation of services.

WAIVER

The failure of either party to enforce at any time any of the provisions of this Agreement shall in no way be considered to be a waiver of such provision and the failure shall not preclude or prejudice the party from requiring full compliance with any such provision at any time.

SURVIVAL

All provisions that by their nature would survive termination, do survive.

MASTER AGREEMENT QUESTIONS

For any questions or concerns about this Master Agreement, please contact us:

E-mail: [email protected]

Last updated January 2020