Master Service Agreement

This Master Service Agreement (Agreement) is made and entered into between NuSKOR LLC (Company) and Affiliate Partner (Partner) (Collectively, the Parties, or individually as a Party).

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In consideration of the mutual agreements and covenants herein contained, the Parties hereto agree as follows:

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1.  Mutual Agreement. Through mutual agreement, both Parties hereby agree that Partner has a need for the Company’s software and wishes to engage in licensing that software, and Company agrees to provide the software and necessary licensing to Partner (“Services”).

 

2. Intellectual Property and Trade Secrets. Partner acknowledges, understands, and agrees that all intellectual property related to the services provided by Company, whether designated as such, including Trade Secrets and confidential information belongs to Company or any of its affiliates. Partner agrees to not disclose or use in competition against Trade Secrets of Company at any time. Upon termination of this Agreement for any reason, Partner agrees to return all documentation, forms, or equipment provided or disclosed to Partner in any form to Company and further agrees to not utilize or disclose any Trade Secrets of Company at any time. Company acknowledges, understands, and agrees that all intellectual property related to the services provided by Partner, whether designated as such, including Trade Secrets and confidential information belongs to Partner or any of its affiliates. Company agrees to not disclose or use in competition against Trade Secrets of Partner at any time. Upon termination of this Agreement for any reason, Company agrees to return all documentation, forms, or equipment provided or disclosed to Company in any form to Partner and further agrees to not utilize or disclose any Trade Secrets of Partner at any time.

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3.  Referrals. Partner, in its discretion and on a nonexclusive basis, may refer consumers to Company’s software platform (each a “Referral). In Partner’s discretion, this may be done with the help of Company.  Partner shall have no obligation to provide Referrals to Company.

 

All Referrals are subject to the agreement of the referring party.  If Referral refuses or objects to utilizing Company’s software platform (“Services” or “Platform”), then Partner shall have no further duty to provide Referrals, and Company shall take no further actions in attempting to perform any services for the Referral.

 

Each Referral who is enrolled into the Company’s software will pay a flat monthly fee to the Company, as determined in its sole discretion. Company’s software platform is a full service solution and Company will only engage with Referral when enrollment is completed.

 

4. Fees and Compensation. The Partner agrees to pay a monthly retainer of $1,000 beginning within 3 days of execution of agreement (“Retainer Fee”). Partner also agrees to pay a flat fee of $1,500 (“Fee”) due net 14 days for every installed solar deal within the Partner’s business that has completed the Company’s program. This fee applies to the Partner, any DBAs, sales organizations, sub-dealers, affiliates, or representatives. In exchange for the Fee, Partner may send an unlimited number of Referrals each month to Company’s software platform. In addition, Company agrees to provide the following to Partner:

 

• Custom affiliate link(s) and landing page(s).

• Branded marketing materials.

• Monthly training and customer support.

• Weekly reporting on pipeline growth and customer status.

• Credit fail database reactivation campaigns.

• Tradeline reserve. Company will allocate 10% of gross monthly intake for the purpose of purchasing authorized user tradelines. Lines will become available as soon as the reserve surpasses $1,500. All tradeline purchases are at the discretion of the Company. Additional tradelines may be purchased by the Partner if the amount needed exceeds the reserve limit.

 

Both parties agree to reasonable cooperation to reconcile monthly sales volume and payouts. All fees paid by Partner are nonrefundable and are excluded from chargebacks, claw backs, etc.

 

All overdue invoices are subject to a finance charge of 3.0% monthly, and all affiliate links and privileges will be put on hold until payment is made in full.

 

5. Fulfillment. The Company will complete all work on behalf of each enrolled Referral. This work includes:

• Creating disputes for each Referral.

• Mailing disputes to the credit bureaus.

• Ordering tradelines.

• Providing customer support.

 

The Partner agrees that it is their primary responsibility, according to this agreement, to enroll and track their Referrals.

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6. Term and Termination. This Agreement commences on the date above and will continue for 12 months. This Agreement will automatically renew for successive 12-month periods unless either Party gives 30 days’ written notice to the other of the intention cancel. The Agreement may be terminated at any time, with or without cause, by either Party, and by way of the terminating Party simply providing written notice to the other Party. Upon termination, each Party will be owed all moneys due net 30. All overdue invoices are subject to a finance charge of 3.0% per month.

 

7. Company Rights Regarding Referrals. Company shall have the right to contact Referrals to provide marketing materials for products and services other than those offered by Partner. Company represents and warrants that it is currently in compliance, and shall remain in compliance with, all Applicable Laws in its communication with Referrals and its storage and use of Referral information/data, and shall indemnify and hold harmless Partner to the fullest extent permitted under the law for any claim, damage, liability or judgment, that arises against Partner as the result of any non-compliance by Company with any Applicable Laws. “Applicable Laws” means all laws and regulations that exist in any jurisdiction in which either Party’s business is performed and in which any duties or obligations of this Agreement are to be performed which may include, but not be limited to, laws and regulations governing consumer protection, advertising, contact with a consumer or prospect, data sharing, or any transactions that are engaged in as contemplated under this Agreement, including as examples: (i) the various state and federal Do Not Call ("DNC") laws, and those governing the National Do Not Call Registry ("NDNCR"); (ii) the Telephone Consumer Protection Act (47 USC § 227), and its implementing regulations adopted by the Federal Communications Commission (47 CFR § 64.1200), as amended from time-to-time ("TCPA"); (iii) the Amended Telemarketing Sales Rule ("TSR"), 16 CFR 310 et seq.; (iv) the CAN-SPAM Act of 2033, 15 U.S.C. § 7701 et seq.; (v) Data Privacy Laws and laws pertaining to the sharing of PII; (v) Intellectual Property laws, such as the Lanham Act. Company further represents and warrants that it maintains sufficient liability insurance to cover the indemnification provided herein.

 

8. License. Company and Partner hereby grant to each other a limited, exclusive, nonassignable right to use authorized trademarks in connection with the fulfillment of each party’s obligations under this Agreement. Such grant of license shall be limited to use of each party’s trade name(s) and logo(s). This reciprocal license shall terminate upon termination of the Agreement, and each Party shall cease using the other’s authorized trademarks thereafter.

 

9. Representations and Warranties of Company. Company represents and warrants to Partner:

     a.       Organization; Power. As of the Effective Date, Company (i) is a limited liability company, duly organized, validly existing and in good standing under the Laws of the State of Wyoming, and (ii) has full power to own, lease, license and operate its properties and assets and to conduct its business as currently conducted and to enter into the Agreement.

     b.      Authorized Agreement. This Agreement has been and each Statement of Work will be duly authorized, executed and delivered by Company and constitutes or will constitute, as applicable, a valid and binding agreement of Company, enforceable against Company in accordance with its terms.

     c.       No Default. The execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby or thereby, shall result in the breach of any term or provision of, or constitute a default under, any charter provision or bylaw, agreement (subject to any applicable consent), order or Law to which Company is a Party or that is otherwise applicable to Company.

     d.      Consents. Except as otherwise provided in the Agreement, no authorizations or other consents, approvals or notices of or to any person are required in connection with (i) the execution, delivery and performance by Company of the Agreement, (ii) the development, implementation or operation of the Platform, equipment and systems necessary for Company to perform the Services in accordance with the applicable provisions of the Agreement and in compliance with all applicable laws and Partner compliance requirements and Company regulatory requirements, or (iii) the validity and enforceability of the Agreement.

     e.       No Infringement. Company represents and warrants that (i) the Platform, and all other items, information, systems, deliverables or software provided or used by Company (or any Company Representatives), and the Partner’s use thereof, and (ii) the Services, and the Partner’s receipt thereof, shall not infringe any U.S. or foreign patent or copyright, or misappropriate any Trade Secret or other proprietary right of any Third Party or otherwise conflict with the rights of any Third Party, and Company has obtained, and will obtain and maintain, all rights and licenses required from Third Parties to (x) operate, use, license and provide the Platform and all other items, information, systems, deliverables or software provided or used by Company (or any Company Representatives), (y) provide the Services, and (z) otherwise perform its obligations under the Agreement. Company will acquire such further rights and licenses to the extent necessary to provide any new services. Company shall maintain in full force and effect the rights and licenses described in this paragraph for the Term and for the duration of the provision of Termination Assistance Services.

     f.        Performance Warranty. The Services will conform to the description of the Services set forth in each Statement of Work, if any, and to general industry standards for the Services and products offered by Company pursuant to the Agreement. The Platform used by Company in providing the Services will conform to the description of the Services set forth herein and to the stated requirements and specifications set forth in the relevant documentation with respect to such Platform and Services.

     g.      Data Processing and Transfers. With respect to any Processing of Personally Identifiable Information, Company (i) has full legal authority in each jurisdiction where Personally Identifiable Information will be Processed to Process such Personally Identifiable Information; (ii) will Process such Personally Identifiable Information only on behalf of the Partner as necessary to carry out its obligations under the Agreement and only in accordance with the instructions of Partner; (iii) will not Process such Personally Identifiable Information for purposes incompatible with those for which it was collected or subsequently authorized by the data subject; and (iv) has complied, and will comply, with all applicable Privacy Laws.

     h.      Data Return or Destruction. Promptly upon the expiration or earlier termination of this Agreement, or such earlier time as Partner requests, Company shall, and shall cause Company Representatives to, return to Partner, or at Partner’s request, destroy or render unreadable or undecipherable if return is not reasonably feasible or desirable to Partner (which decision shall be based on Partner’s written statement), each and every original and copy in every media of all Personally Identifiable Information in the possession, custody or control of Company and Company Representatives. Promptly following any return or alternate action taken to comply with this subsection, Company shall provide to Partner a completed officer’s certificate certifying that such return or alternate action occurred. In the event applicable Law does not permit Company or any Company Representative to comply with the delivery or destruction of the Personally Identifiable Information, Company warrants, and shall cause any such Company Representative to warrant, that it shall ensure the confidentiality of the Personally Identifiable Information and that it shall not Process any Personally Identifiable Information disclosed by or on behalf of Partner after termination of the applicable Statement of Work.

     i.        Open Source. Company has not and will not incorporate any Software (whether in source code or object code format) into the Platform or any other Software used in connection with providing the Services (collectively, “Affected Products”), and none of the Affected Products or any portion thereof is or will be subject to or distributed under any license, other agreement or understanding, that (i) would require the distribution of source code with the Affected Products or require source code to be made available when such is distributed to any Third Party; (ii) would impact, restrict or impair in any way the Partner’s ability to license the Affected Products (to the extent owned or licensable by Partner) pursuant to terms of the Partner’s choosing; or (iii) would impact or limit the Partner’s ability to enforce any patent or other Intellectual Property Rights of the Partner against any Third Party in any manner.

     j.        No Litigation. There is no action, suit, proceeding, or investigation pending or, to Company’s knowledge, threatened, that questions the validity of the Agreement or Company’s right to enter into the Agreement or to provide any of the Services.

    k.      Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN ANY STATEMENT OF WORK, THE PARTIES MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, REGARDING ANY MATTER, INCLUDING THE MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR RESULTS TO BE DERIVED FROM THE USE OF ANY SERVICE PROVIDED UNDER THIS AGREEMENT.

 

10. Indemnification. Company will indemnify and hold harmless Partner, its Affiliates, and the respective current, future, and former officers, directors, employees, agents, successors and assigns of each of the foregoing, and each of the foregoing persons or entities (the “Partner Indemnitees”) on demand, from and against any and all Losses incurred by any of them, and shall defend the Partner Indemnitees against all Claims arising from or in connection with the Platform or Services, including without limitation Partner’s attorneys fees and costs.

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11. Amendments. This Agreement may not be modified or amended except by amendment reduced to writing and signed by both Parties. This Agreement may not be amended verbally under any circumstances. No waiver of any part of this Agreement shall be construed as a continuing waiver or consent to any subsequent breach thereof.

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12. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Parties relating to the subject matter herein and supersedes all prior discussions or agreements between the parties whether verbal or written. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the Party to be charged.

 

13. Governing Law, Consent to Personal Jurisdiction. THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF WYOMING WITHOUT REGARD FOR CONFLICTS OF LAWS PRINCIPLES. THE PARTIES HEREBY EXPRESSLY CONSENT TO THE PERSONAL JURISDICTION OF THE STATE OF WYOMING AND FEDERAL COURTS LOCATED IN THE STATE OF WYOMING FOR ANY LAWSUIT FILED THERE AGAINST

 

14. Additional Acknowledgements. Both Parties acknowledge and agree that: (a) the Parties are executing this Agreement voluntarily and without any duress or undue influence; (b) the Parties have carefully read this Agreement and have asked any questions needed to understand the terms, consequences, and binding effect of this Agreement and fully understand them; and (c) the Parties have sought the advice of an attorney of their respective choice if so desired prior to signing this Agreement.