Terms of Service Agreement

Marketing Agreement Terms & Conditions

This agreement set forth herein is between Crowdcreate addressed at 555 W. 5th Street, Floor 35 Los Angeles, CA 90013 USA (“CC”) and addressed at (“Client”) collectively referred to as “Parties”, have agreed to the following: WHEREAS, the Client desires to have CC marketing services. NOW, THEREFORE, in consideration of the mutual covenants herein contained, and for good and valuable consideration, it is mutually agreed as follows: The client has agreed to pay CC a retainer fee upfront for the scope of work defined in the section above.

1. Representation

The parties agree to have CC represent Client and provide marketing services for the agreed upon project (“Project”) as presented as ready for market by Client.

2. Independent Contractor

CC shall act solely as an independent contractor and shall have no power or authority to act for, bind, or commit Client in any manner. This Agreement does not create an association, joint venture, or partnership between the parties, nor impose any partnership liability upon either party. CC acknowledges that it is not entitled to any benefits of employment from Client and represents that it will pay all fees and taxes required by law to perform CC’s obligations under this Agreement.

3. Payment Terms

Retainer fees are required in full advance of services. All fees must be made using Credit Card via the Web Portal/Wire Transfer/BTC/ETH. Should payment not be received by CC as set forth here, Client understands that CC will suffer serious and irreparable harm. A monthly service charge of 1.5 percent (or the greatest amount allowed by state law) is payable on all overdue balances. Payments will be credited first to late payment charges and next to the unpaid balance. Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment.

4. No Hiring

Client agrees that during the term of this Agreement and one (1) year following termination of this Agreement, Client shall not solicit any CC employee or contractor for the purpose of hiring, and if Company does so, Client will pay CC the previous six (6) months’ salary of such employee or contractor.

5. Costs

For all additional costs outside of the agreed scope. CC must present a budget and obtain approval for all non-budgeted costs.

6. Onboarding Period

All services require a standard 5 business day onboarding period. Until all requested information and creative assets are provided, CC cannot begin.

7. No Guarantees

Client understands that CC does not and cannot make any guarantees about the outcome and performance. No language or provision in this proposal/agreement shall be construed as a guarantee or warranty. This includes, without limitation, the success of the project, the amount of funds raised on the project, web “traffic” as to the project/campaign, and all other language relating to scope and quality of work done by CC contained within this proposal.

8. Termination

Client understands that CC will spend a great amount of time and resources in helping to set up, create, and manage Client’s Project, as well as promoting assets that will last and benefit the client beyond the timeframe of the engagement. Client also understands and agrees that upon executing this Proposal all fees set forth herein owed to CC shall be non-refundable. Client further understands and agrees that CC may terminate its work with Client as described herein this Proposal, provided that CC notifies Client in writing of its intention to do so at least 45 business days prior to such termination.

9. Term

The term of this Agreement will commence immediately on the date of signed agreement and automatically renew for a minimum of 90 days. Client shall be responsible for paying any and all commissions owed by Client to CC under this Agreement prior to termination of this Agreement and for a period of (7) days after termination notice has been received, this allows CC to finish any pending work in progress.

​ 10. Confidential Information

CC and Client agree that information exchanged regarding each other’s company including, but not limited to, trade secrets, inventions, ideas, processes, formulas, software in source or object code, data, current list of leads/clients/investors, programs, know-how, improvements, discoveries, developments, designs and techniques and any other proprietary technology and all Intellectual Property Rights, that is, information regarding research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, margins, discounts, credit terms, pricing and billing policies, quoting procedures, methods of obtaining business, forecasts, future plans and potential strategies, financial projections and business strategies, vendor names, invoices, and so forth shall be held in confidence by the other party.

​ 11. Image Usage

In the spirit of entrepreneurship, the Client agrees that CC may document the entire working relationship and campaign developments from beginning to end, with the highest standards of taste and judgement, for the purpose of a case study and marketing material for their services. Client waives any right to payment, royalties or any other consideration for the use of the images. Client waives the right to inspect or approve the finished product, including written or electronic copy, where Client’s likeness appears. CC is hereby held harmless and released and forever discharged from all claims, demands, and causes of action which Clients, their heirs, representatives, executors, administrators, or any other persons acting on Coordinator’s behalf or on behalf of the Client’s estates have or may have by reason of this authorization.

​ 12. Arbitration

Any dispute arising out of this working relationship shall be resolved through mediation – arbitration approach. Client and CC agree to select a mutually agreeable, neutral third party to help them mediate any dispute that arises under the terms of this Agreement. Costs and fees associated with the mediation and arbitration shall be shared equally by the parties. If the mediation is unsuccessful, the parties agree that the dispute shall be decided by a single arbitrator by binding arbitration under the rules the American Arbitration Association in Los Angeles, California. The decision of the arbitrator shall be final and binding on the parties and may be entered and enforced in any court of competent jurisdiction by either party. The party may request, as a measure of damages, in the arbitration proceedings, a request for award of reasonable attorney fees and costs by the arbitrator.

​ 13. Indemnity

Client and CC mutually agreed to indemnify, defend and fold harmless, each other whether directly or through CC or client affiliates, employees, agents, officers, and directors, from and against any and all liabilities, damages, losses, claims, suits, judgments, fines, penalties, costs and expenses, including without limitation, attorney’s fees and expenses, incurred by Client or CC for any issues, complaints, or actions relating to the project which is the subject of this Proposal.

Client shall be solely responsible for the design, development, supply, production and performance of the Products. Client agrees to defend, indemnify and hold harmless CC and its Customers from and against any and all claims, suits, demands, liabilities, losses, damages, reasonable attorneys’ fee and other costs and expenses (“Claims”) that may result, in whole or in part, from Client’s actions that cause: (i) any infringement, or any claim of infringement of any patent, trademark, copyright, trade secret or other proprietary rights with respect to the Products; (ii) any warranty claim with respect to the Products, (iii) any breach by Client of this Agreement; and (iv) any injury or damage, including but not limited to, any personal or bodily injury or property damage, arising out of or resulting in any way from any defective Products.

​ 14. Legal Disclaimer and Securities Solicitation Policy

CC are consultants that offer general marketing services, strategy, and public relations outreach for businesses. CC is not a registered or licensed broker, dealer, broker-dealer, investment adviser, investment manager, or funding portal in any jurisdiction, nor does CC engage in any activities that would require any such registration.

 ​CC occasionally assists clients during periods in which those clients are launching or running equity crowdfunding campaigns; however, CC does not endorse any security, and its services to or statements about its clients should never be construed as any endorsement of or opinion about any security of any client or the prospects of a client’s future performance. No communications by CC are or should be construed as an offer to sell, or a solicitation of an offer to buy or subscribe for, any securities.

CC does not verify, and makes no warranty, express or implied, regarding, the accuracy or completeness of information concerning its clients. Neither CC nor any of its managers, members, employees, representatives, affiliates, or agents shall have any liability arising from or relating to any inaccuracy or incompleteness of any fact or opinion in any materials or communications regarding any of its clients.

15. Product

 ​Client will at all times during and after the launch of the campaign be the owner and holder of all licenses and rights regarding the product. This agreement vests no ownership rights or right to claim continued interest in the Product line. THE PARTIES AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT ON THE DATE OF PAYMENT.

​ 16. Subscription Cancellation and Refunds

Clients may cancel their subscription at any time by contacting your assigned account manager or by email at [email protected] with the subject line “UNSUBSCRIBE” 45 days prior to cancellation. Client will not be charged for cancellation. ​ If an Active Subscriber cancels their subscription, they will still receive services through the end of the then-current subscription term. However, you are not and will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. Anyone may re-subscribe at any time following cancellation. CC does not allow Active Subscriber to pause or suspend its subscriptions.

November 27, 2020

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Signed by Ivan Kan
Signed On: September 4, 2020

Signature Certificate
Document name: Terms of Service Agreement
lock iconUnique Document ID: 0b94da28bd6071ce0d4bf4d59a995829bbfe66eb
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December 18, 2019 8:04 pm PSTTerms of Service Agreement Uploaded by Ivan Kan - [email protected] IP 2600:1700:5a64:c0d0:784f:6bd5:111a:e2b8