This Terms of Service and Master Services Agreement (“Agreement”) is entered into effect on the date of purchase (the “Effective Date”) and is between Guud Marketing LLC (“Guud Marketing”), and All 7-Figure Content Blueprint Purchasers (“Client”). Client desires to retain Guud Marketing to perform certain services, and Guud Marketing is willing to perform such services, on terms set forth more fully below.
• Guud Marketing offers individualized and group business strategy, coaching and mentorship packages, and online course(s) to businesses, entrepreneurs, service providers;
• the Client wants to be a participant in an online group program entitled 7-Figure Content Blueprint (the "7FCB" or “Program”), offered by Guud Marketing;
• Guud Marketing is prepared to accept the Client’s offer to participate in the Program.
Therefore, in consideration of the mutual covenants set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Services: Client Obligations
1.1. Agreement Structure. From time to time, Client may want Guud Marketing to provide certain services (“ Services”). This Agreement contains the general terms and conditions under which Client shall engage Guud Marketing and under which Guud Marketing shall provide such Services under one or more statement(s) of work referencing this Agreement (each a “SOW”). Each SOW is incorporated by reference into this Agreement. Each SOW shall specify: (a) the specific scope of Services to be provided; (b) the period and timeline of performance; and (c) the compensation associated with successful completion of any portion of such Services. In the event of a conflict between this Agreement and a SOW, this Agreement shall control.
1.2. Obligations. In addition to any obligations specified in each applicable SOW, the parties shall cooperate in the performance and delivery of Services by timely responding to requests for information in a usable format, making key personnel reasonably available, and otherwise complying with its obligations under the Agreement. Subject to the foregoing, the manner and means of Guud Marketing’s performance of the Services are in Guud Marketing’s sole discretion and control, except that Guud Marketing may perform certain of the Services at Client’s business, by phone or at other specific locations, upon a specific request by Client.
2. Fees & Expenses
2.1. Invoicing and Payment. Guud Marketing shall deliver invoices via e-mail to the Client Billing Contact provided in the SOW, and Client shall pay Guud Marketing the undisputed fees, pre-approved reimbursable out-of-pocket expenses, credit card processing fees, and any applicable sales, use or value added taxes (even if assessed after payment) associated with the Services, within fifteen (15) days following Client’s receipt of each applicable invoice. If an undisputed invoice is unpaid fifteen (15) days after the due date for such invoice, such invoice shall bear interest at 1.5% per month from the due date until undisputed amounts are paid in full. Guud Marketing does not offer credits or refunds. Client hereby authorizes Guud Marketing, or its designee, to charge any Client credit card on file on a recurring basis consistent with each invoice, and Client expressly agrees not to dispute any applicable credit card charges for the Services.
3. Intellectual Property
3.1. Ownership IP. Each party will own and retain all rights to its pre-existing IP and any IP developed outside of the Deliverables without the use of the other party’s IP. Unless otherwise specified in the applicable SOW, Guud Marketing agrees that any and all rights in the Deliverables (other than the Guud Marketing Tools and the Third-Party IP), shall be the exclusive property of Client, and Guud Marketing agrees to assign and hereby irrevocably assigns to Client (or waives its rights to) all right, title and interest in and to all Deliverables, including all IP. Guud Marketing will take such actions as are reasonably necessary to evidence and perfect Client’s rights in the Deliverables and agrees to execute, verify, and deliver assignments of Deliverables to Client or its designee promptly upon request. Guud Marketing explicitly acknowledges and agrees that all works of authorship contained in Deliverables shall be considered as “works made for hire” under the copyright laws of the United States, and that Client shall own the copyright in all such works of authorship. “Deliverables” means any and all ideas, inventions (whether or not patentable), discoveries, improvements, derivative works, know-how, techniques, works of authorship, information, materials, software and any related IP rights that the Guud Marketing conceives, reduces to practice or develops during the term of this Agreement, alone or in conjunction with others, during the performance of the Services for Client under a SOW. “ IP” means all intellectual property rights throughout the world, whether existing under statute or at common law or equity, now or hereafter recognized, including: (1) copyrights, trade secrets, trademarks and service marks (including all goodwill), domain names, social media sites, patents, inventions, designs, logos and trade dress, “moral rights, publicity rights, and privacy rights; and (2) any application or right to apply for any of the rights referred to herein and all renewals, extensions and restorations of the forgoing.
3.2. Client Materials. Client grants Guud Marketing a nonexclusive, revocable license to copy, use and distribute any materials, information, specifications, images, copy, software, documentation, know how, concepts, trademarks, IP and other content provided by Client for use in preparing, or incorporation in, the Deliverables (“ Client Materials”) to the extent necessary to perform the Services. Guud Marketing may rely on and use the Client Materials without independent verification. Further, Guud Marketing is authorized to access Client’s website, hosting provider, servers, development environment, and/or other online services as may be necessary to provide the Deliverables. Client retains all interest in and to all Client Materials. Guud Marketing may sublicense the right to use Client Materials to its subcontractors to the extent necessary for subcontractors to perform services related to the Agreement.
3.3. Guud Marketing Tools. If any Guud Marketing Tools are incorporated into the Deliverables, Guud Marketing hereby grants to Client a nonexclusive license to use the Guud Marketing Tools solely in connection with such Deliverables. Client shall not modify, alter, create derivatives of, reverse engineer, decompile, or disassemble the Guud Marketing Tools. “Guud Marketing Tools” means (i) Guud Marketing’s pre-existing or independently developed proprietary tools, processes or IP used in the Deliverables, and (ii) any improvements to, modifications to or derivative works of the forgoing that Guud Marketing creates as part of the Deliverables.
3.4. Third-Party IP. All proprietary materials owned by a third-party that are included in the Deliverables such as, for example, stock photography, video, illustrations or textures; open source software and creative commons licensed content (“Third Party IP ”) are the exclusive property of their respective owners, and subject to the terms of the applicable license. Client agrees that Guud Marketing may use libraries of, and submit back improvements to, “open source” software, and that such open source libraries and improvements are subject to the terms of the open-source license governing the applicable software.
4. Term and Termination
4.1. Term and Termination. This Agreement will commence upon the Effective Date and continue in force and effect as long as Client has one or more active SOW(s). Either party may terminate this Agreement or any SOW if the other party fails to cure a material breach of this Agreement or any SOW within thirty (30) days of receiving written notice of the breach. If Client terminates this Agreement or any SOW other than for a material breach by Guud Marketing, then Client will immediately pay all fees and non-cancellable reimbursable expenses incurred by Guud Marketing. Neither expiration nor termination shall relieve either party of any obligation accruing prior to such expiration or termination. Upon expiration or any termination of the Agreement, or earlier as requested by Client, but upon full payment of any amounts due to Guud Marketing, Guud Marketing shall deliver to Client any and all drawings, notes, memoranda, specifications, devices, formulas, and documents, together with all copies thereof, and any other material containing or disclosing any Deliverables, Client intellectual property, or Client Confidential Information. Neither expiration nor termination shall relieve either party of any obligation accruing prior to such expiration or termination, and under no circumstance shall Client be entitled to any refund.
4.2. Suspension of Work. In addition to Guud Marketing’s rights in Section 4.1, if Client materially breaches the Agreement, Guud Marketing may stop work (without liability) until Client has cured the breach. Following any work stoppage, Guud Marketing may condition its further work on Client (i) curing the breach; and (ii) accepting an amended SOW reflecting changes to the work, schedule, and fees related to Client’s breach.
5.1. By Guud Marketing. Guud Marketing warrants and represents to Client that: (i) the Services will be performed in a professional manner in accordance with industry standards and all specifications set forth in the applicable SOW; (ii) it has the right and authority to enter into the Agreement; (iii) it has and will maintain any approvals, licenses, filings, or registrations necessary to perform its obligations under the Agreement, and shall comply with all applicable laws in performing its obligations under the Agreement; and (iv) upon delivery, the Deliverables will materially conform to any specifications in the applicable SOW, and, unless otherwise specified in the applicable SOW, for a period of 90 days following delivery to Client, Guud Marketing will, without additional charge to Client, correct (a) any failure of a Deliverable to so conform, and (b) any other software programing “bugs” caused by Guud Marketing’s Services. Except as set forth herein, the Deliverables are provided “AS IS.” To the maximum extent permitted by law, Guud Marketing disclaims any and all other warranties, whether express or implied, including, but not limited to, any implied warranties of merchantability, or fitness for a particular purpose, or non-infringement of intellectual property rights.
5.2. By Client. Client warrants to Guud Marketing that: (i) it has the right and authority to enter into the Agreement; (ii) Client’s use of the Deliverables will comply with all applicable laws and restrictions governing the Deliverables; and (iii ) the Client Materials do not, and Guud Marketing’s use will not infringe or misappropriate any patent, copyright, trademark or any other IP of any third party.
6.1. By Guud Marketing. Guud Marketing shall indemnify, defend and hold harmless Client and its directors, officers, employees, agents, successors, and assigns (each a “ Client Indemnitee”) from and against any and all third-party claims, actions, demands, liabilities, expenses, damages or costs, including, without limitation, reasonable attorney's fees and legal costs (“ Losses”) in connection with this Agreement to the extent that such Losses are caused by (i) the negligent act or omission or willful misconduct of any of Guud Marketing, its affiliates, or its or their respective officers, directors, employees, agents, consultants, successors and assigns (each a “ Guud Marketing Indemnitee ,”) (ii) any violation by any Guud Marketing Indemnitee of an applicable law; and (iii) infringement or misappropriation of copyright, trademark, patent, trade secret or other intellectual property or proprietary right arising from the Deliverables. Guud Marketing has no liability under this Section to the extent that Claims related to: (i) the negligent or willful acts of a Client Indemnified Party; (ii) Guud Marketing’s compliance with the instructions of Client, or (iii) a claim that a Deliverable is infringing where the alleged infringement is due to modifications made by Client or the inclusion of Client Materials in the Deliverable.
6.2. By Client. Client shall indemnify, defend and hold harmless the Guud Marketing Indemnitees against any and all Losses arising out of or relating to (i) Client’s breach of any obligation, warranty, representation or covenant in the Agreement; (ii) the negligent act or omission or willful misconduct of any of Client Indemnitee; (iii) any violation by any Client Indemnitee of an applicable law; and (iv) infringement or misappropriation of copyright, trademark, patent, trade secret or other intellectual property or proprietary right arising from Client Materials. However, Client will have no liability under this Section to the extent that Claims result from (i) the negligent or willful acts of a Guud Marketing Indemnitee; (ii) Client’s compliance with the instructions of Guud Marketing.
6.3. Indemnification Procedures. The indemnified party will: (1) provide the indemnifying party with reasonably prompt notice of Claims; (2) permit the indemnifying party through mutually acceptable counsel to answer and defend Claims; and (3) provide the indemnifying party with reasonable information and assistance to help the indemnifying party defend Claims at the indemnifying party’s expense. Any indemnified party may employ separate counsel and participate in the defense of any Claim at its own expense. Neither party will admit any fault or liability on the part of the other without prior written consent. The indemnifying party will not settle any Claim or publicize any settlement without the other party’s prior written consent.
7. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANYTHING ELSE HEREIN, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT TO THE OTHER PARTY EXCEED THE AMOUNTS ACTUALLY PAID OR OWED BY CLIENT UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANYTHING ELSE HEREIN, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, REGARDLESS OF CAUSE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING ELSE HEREIN, THE LIMITATIONS AND EXCLUSIONS CONTAINED IN THIS PARAGRAPH SHALL NOT APPLY TO (I) LOSSES ARISING OUT OF OR RELATING TO A PARTY’S BREACH OF CONFIDENTIALITY; (II) INFRINGEMENT OR MISAPPROPRIATION OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS; (III) LOSSES ARISING OUT OF OR RELATING TO A PARTY’S VIOLATION OF APPLICABLE LAW, GROSS NEGLIGENCE OR MORE CULPABLE CONDUCT; OR (IV) LOSSES TO THE EXTENT COVERED BY A PARTY’S INSURANCE.
8.1. Confidentiality. The term “Confidential Information” means any and all non-public scientific, technical, financial, or business information in whatever form (written, oral or visual) owned or controlled by one party or its Representatives (“Disclosing Party”) (including, but not limited to, confidential information of third-parties that is in the possession of the 3Disclosing Party) and that is either furnished to the other party or its Representatives (“ Receiving Party”), directly or indirectly, or otherwise becomes known to the Receiving Party as a consequence of its relationship or access to the Disclosing Party through use or examination of Confidential Information or through observation (including during an inspection of Disclosing Party’s facilities), in each case other than Exempt Information. Confidential Information shall not include any portion of information: (i) is now or later made known to the public through no improper action or inaction by the Receiving Party or any of its representatives; (ii) was in its lawful possession or known by it prior to disclosure by the Disclosing Party and not subject to any other obligation of confidentiality; (iii) is rightfully received by the Receiving Party from a third party having no obligation of confidentiality to the Disclosing Party; (iv) is disclosed by the Receiving Party after receipt of written permission from the Disclosing; or (v) is independently developed by the Receiving Party without reference to the materials comprising the Confidential Information disclosed under this Agreement.
8.2. Non-Disclosure and Non-Use. During the term of this Agreement and for a period of five (5) years thereafter (and in the case of trade secrets, until such time as Disclosing Party no longer treats such information as a trade secret), the Receiving Party shall treat any and all Confidential Information received from the Disclosing Party during the term of this Agreement as strictly confidential in accordance with the terms and conditions of this Agreement. Except as otherwise expressly permitted in writing by a representative or subcontractor of the Disclosing Party, the Receiving Party may not, directly or indirectly, disclose or otherwise grant access to the Disclosing Party’s Confidential Information to any third party other than the Receiving Party’s representatives who (i) have a legitimate need to know such Confidential Information in connection with this Agreement, (ii) have been advised of the Confidential Information’s confidential status, and (iii) are subject to legally binding obligations of confidentiality as to such Confidential Information, which are no less restrictive than those contained in this Agreement; provided, that the Receiving Party shall at all times remain fully responsible to the Disclosing Party for compliance with this Agreement. Notwithstanding the foregoing, to the extent Receiving party is required to disclose any Confidential Information in order to comply with applicable law or an order of a court of competent jurisdiction, such disclosure shall not constitute a violation of this Section, provided that the Receiving Party: (i) immediately notifies Disclosing Party of such required disclosure, (ii) cooperates reasonably with Disclosing Party’s effort to obtain a protective order or other confidential treatment with respect to such Confidential Information, and (iii) discloses only that portion of such Confidential Information that is required to be disclosed, including marking the same as “Confidential and Proprietary”.
8.3. Defend Trade Secrets Act Notice. Pursuant to the Defend Trade Secrets Act of 2016, Guud Marketing shall not have criminal or civil liability under any federal or State trade secret law for the disclosure of a trade secret that (a) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, if Guud Marketing files a lawsuit for retaliation by Client for reporting a suspected violation of law, Guud Marketing may disclose the trade secret to Guud Marketing’s attorney and may use the trade secret information in the court proceeding, if Guud Marketing files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.
9.1. Independent Contractor. Guud Marketing’s relationship with Client is that of an independent contractor, and Guud Marketing, its employees and subcontractors, are not employees of Client, and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship.
9.2. Non-Solicitation. During the term of this Agreement and for a period of one (1) year after the expiration or termination of this Agreement, neither party shall, directly or indirectly, solicit or encourage any employee or consultant of the other party to leave his or her employment or terminate his or her consultancy, provided that nothing herein shall restrict either party from soliciting by general advertising and this provision shall be only be given effect, if and only to the extent, that it does not violate any applicable laws. To the fullest extent permitted by law, neither party will disparage, publish, or disseminate information, whether oral or written (which includes, but is not limited to, statements made directly, indirectly, or through any third person on or through any online, social media, electronic, digital, or other media), that is derogatory in any manner to the other party, its business or his/her personal reputation, whether such information was acquired before, during, or after the term of this Agreement.
9.3. Assignment. Neither party may assign the Agreement without the prior written consent of the other party except that Client may assign the Agreement to an affiliate or in connection with a change in control of Client provided that (i) the assignee assumes the obligations of Client to Guud Marketing and (ii) Client remains liable to Guud Marketing for Client’s obligations. Any other attempted assignment shall be null and void.
9.4. Waiver. A party waiving compliance with a provision in the Agreement may only do so by a signed writing. Unless otherwise specified in the writing, such a waiver only relates to the provision being waived and the particular instance giving rise to the waiver.
9.5. Governing Law; Jurisdiction; Injunctive Relief. The Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to the conflict of laws principles. The parties each submit to the exclusive jurisdiction of the state and federal courts located in Phoenix, Arizona, and agree not to assert any claims of forum non conveniens with respect thereto. The parties consent to personal jurisdiction of the federal and state courts within Arizona and service of process being affected by registered mail sent to the addresses set forth herein.
9.6. Notices. Notices may be provided either by electronic mail, nationally-recognized courier service, personal delivery or US mail. Any required notice shall be given to the contact person(s) identified in the SOW. Either party may change its notice recipient by giving notice under this Section.
9.7. Severability. Should any provision of the Agreement be determined by a court of competent jurisdiction to be unenforceable, such provision shall be modified to the minimum extent necessary to render it enforceable, or, if incapable of such modification, shall be severed, and the remainder of the Agreement enforced.
9.8. Entire Agreement. This Agreement and each SOW comprise the entire understanding of the parties with respect to the work described in such SOW and supersede all prior understandings, whether written or oral. Amendments to the Agreement are only effective if in writing and signed by the parties.
9.9. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile transmission or .pdf delivered via email will constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes.
This SOW is subject to the Master Services Agreement between Client and Guud Marketing LLC (“Guud Marketing”) dated on the Effective Date for the Program (“Agreement”). The terms of the Agreement are incorporated into this SOW by reference.
BACKGROUND AND GOALS
The overarching goal of this project is to provide Client with support, strategy, ideation and planning (the “Project”).
SERVICE AND DELIVERABLES
Access to 7 Figure Content Blueprint Program.
Group coaching strategy session call(s) focused on any and all strategies and implementation of strategies discovered and wanting to be covered.
Ongoing support: Access to our community, Live and/or recorded trainings
Guud Marketing’s obligation is to provide the Program specified by Guud Marketing and is conditioned on the Client's cooperation with the items below and any other conditions reasonably identified by Guud Marketing:
Client will come prepared to the session.
Client will devote full attention during the session.
Client will show up on time, fully prepared and without distractions.
Client will give 100% effort and fully commit to the Project.
Client will use best efforts to complete all action steps.
Client will promptly provide payment.
Client will be open to new ideas and willing to stretch and grow.
Client will ask any questions as they arise.
Client accepts and agrees that Client is 100% responsible for its progress and results from the Project. Guud Marketing will help and guide Client; however, the Project’s success that relies solely on Client. Guud Marketing makes no representations, warranties or guarantees verbally or in writing regarding Client’s performance. Client understands that because of the nature of the Project, the results experienced by each client may significantly vary. By signing below, Client acknowledges that there is no guarantee that Client will reach its goals as a result of participation in the Project, and that Company’s comments about the outcome are expressions of opinion only.
Guud Marketing will offer support, encouragement, feedback and guidance.
Guud Marketing makes no guarantee other than that the Services offered in this Project shall be provided to Client in accordance with the terms of this Agreement.
Guud Marketing reserves the right to modify, alter, or make changes to The 7-Figure Content Blueprint at any point without reservation.
Unless expressly included in the description of Services & Deliverables above, the Services and Deliverables do NOT include the following:
• Applicable taxes, which will be billed separately.
• Client understands additional projects may be necessary to accomplish the goals set forth in the strategy, ideation and planning session. • Guud Marketing will recommend tasks and vendor referrals. Client may decide which vendor(s) to use and at what speed they want to work. If Client chooses not to take recommendation of vendors, Guud Marketing may be incapable of fully assisting Client on project(s) or provide shareable resources. Additional projects which are outside the scope of this SOW may include, but are not limited to:
Graphic design (for uses including but not limited to ebooks, business cards, social media templates)
Purchase of domains
Paid social ads
Social media content marketing
Purchase of Program constitutes the Client has executed this Agreement and is considered effective as of the Effective Date of Program purchase.