Master Service Agreement

This MASTER SERVICE AGREEMENT (“Agreement”) is an agreement between NEW LEADERS VENTURES, LLC, a California limited liability company (“Company”) and the party set forth in the Project Estimate (“Customer” or “you” or “your”) incorporated herein by this reference and applies to the purchase of all services ordered by Customer (collectively, the “Services”). The parties understand, acknowledge and agree that this is an online agreement which is being entered into in conjunction with the Services.

SIGNING UP FOR THE SERVICES CREATES A CONTRACT BETWEEN CUSTOMER AND COMPANY, AND YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE IN THIS AGREEMENT. YOUR PAYMENT OF THE DEPOSIT (AS DEFINED BELOW) CONSTITUTES ACCEPTANCE OF AND YOUR CONSENT TO BE BOUND BY THE TERMS OF THIS AGREEMENT. YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND THAT YOU HAVE THE ABILITY TO BIND THE ENTITY RECEIVING THE SERVICE.

1. TERM AND TERMINATION. This Agreement shall be effective on the date on which Customer accepts the terms and conditions of this Agreement by (i) payment of the Deposit (defined in Section 7(e) below) or (ii) acceptance of this Agreement on the Company’s website or otherwise. This Agreement may be terminated by either party upon written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within seven (7) days of receipt of the notice. This Agreement may be terminated by Company immediately, and all amounts due to Company for services rendered pursuant to this Agreement shall become due and payable (i) if Customer fails to pay any fees hereunder; or (ii) if Customer fails to cooperate with Company or hinders Company’s ability to perform the Services hereunder.

2. SCOPE OF WORK. Company will provide the Services in a commercially reasonable manner as requested by the Customer. Company will take commercially reasonable steps to keep Customer informed of progress and to respond to Customer’s inquiries in a timely fashion.

3. CUSTOMER’S DUTIES. Customer agrees to cooperate with Company, to abide by this Agreement, to pay Company’s bills on time and to keep Company advised of Customer’s current address, telephone number, and e-mail. Customer shall also immediately notify Company of any of the following: (i) any change of the Customer’s name; (ii) any change in the type of entity of Customer; (iii) any change in management of the Customer; and (iv) any sale of all or substantially all of the Customer’s assets or any merger or other reorganization of Customer. Customer agrees to perform all tasks assigned to Customer by the Company, and to provide all assistance and cooperation to Company in order to complete timely and efficiently the Services, including without limitation providing reasonable and appropriate access to Customer’s computer systems, software and source code necessary for Company to perform the Services. Customer acknowledges and agrees that failure to provide Company complete access to any of the aforementioned systems may increase the cost of the Services.

4. CONFIDENTIALITY. The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, financial information and anything else that is marked as confidential. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s Proprietary or Confidential Information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, Company and Customer acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for five (5) years from the termination of this Agreement.

5. FORCE MAJEURE. Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such party’s reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected party will give prompt written notice to the other party and will use commercially reasonable efforts to minimize the impact of the event.

6. RELATIONSHIP OF PARTIES. Company, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. Customer does not undertake by this Agreement or otherwise to perform any obligation of Company, whether by regulation or contract. In no way is Company to be construed as the agent or to be acting as the agent of Customer in any respect, any other provisions of this Agreement notwithstanding.

7. SERVICE FEES AND BILLING PRACTICES.

a. Estimate. Customer acknowledges and agrees that any estimate for the Services provided to Customer by Company is an estimate only, and the actual cost for the Services may be less or more. Customer acknowledges that Company has made no promises about the total amount of fees to be charged to Customer under this Agreement, and the total amount of fees will be calculated in accordance with paragraph 7(b) below. It is the Customer’s responsibility to review the invoices sent by the Company to determine whether the Services will exceed any estimate given by the Company. No refunds will be given, and Customer is obligated to pay for all time spent by the Company in providing Services to Customer.

b. Fees. Customer agrees to pay by the hour at Company’s negotiated rate as set forth in the Estimate for all time spent on the Services by Company, whether or not any particular project is completed prior to the termination of this Agreement. The hourly rate is subject to change upon 30 days written notice to Customer. If Customer declines to pay any increased rates, Company will have the right to terminate this Agreement.

c. Billing Practices. Company reserves the right to enforce the following billing policies: (i) the invoice will include time spent on research, documentation, design, alternate concepts, prototyping, production, animation, copywriting, system administration and website and software development, including but not limited to feature creation, testing, browser and platform compatibility, refactoring, migrations, server provisioning and configuration and any additional time required by Company arising from abnormal usage patterns, new environments and any other bug, problem, defect, malfunction or deficiency which causes an incorrect functioning or non-functioning of any Service, or any portion thereof; (ii) the invoice will include time spent by Company communicating about the Services, including without limitation meetings with Customer and other parties and service providers; (iii) time is charged in minimum increments of one-quarter (.25) of an hour; and (iv) the minimum time charged for any particular activity will be one-quarter of an hour, rounded off for each particular activity to the nearest one-quarter of an hour. Company may delegate to other independent contractors or employees the Services to be provided to Customer. Any such delegation will not affect Customer’s obligation to pay Company fees as provided herein.

d. Costs and Other Charges. Company may incur various costs and expenses in connection with the Services. Customer agrees to pay for all costs, disbursements and expenses in addition to the hourly fee. Costs may include, but are not limited to, hosting subscriptions, bandwidth charges, digital storage space, domain name registrations and renewals, SSL certificates, stock photography and third party application fees and/or subscriptions.

e. Deposit and Payments. For new customers, an initial deposit is required in the amount specified within the Project Estimate (the “Deposit”). The Deposit will be applied to the first invoice and must be received by Company prior to the performance of any Service. If, at the termination of this Agreement, the amount remaining owing by Customer for Company fees is less than the amount of the Deposit, the difference will be refunded to Customer upon request, or held (without interest) to be credited to future work. If Company fees and costs exceed the amount of the Deposit, Customer will pay any additional balance due on receipt of Company’s bi-monthly invoice.

f. Invoices. Company invoices customers for its work twice per month. Each such billing cycle is referred to as a 15-day billing period, even though the period may be less or more than 15 days. Company will e-mail Customer a 15-day invoice for the fees and costs incurred during the preceding 15-day billing period. Each invoice is payable within 15 calendar days of its e-mailing date. Customer is obligated to update its e-mail address with Company. Sending an e-mail to a Customer’s e-mail address on the Company’s records, with no bounce-back, is conclusive proof of simultaneous actual receipt by Customer. The invoices shall include the amount, rate, basis of calculation or other method of determination of the fees and costs, which costs will be clearly identified by item and amount. At Company’s discretion, it may require an advance from Customer, to cover billed items representing services performed by Company, and any costs advanced or otherwise chargeable to the Customer’s account. The amount and frequency of such advances shall be negotiated between Customer and Company, but should approximately equal the estimated fee for the hours Company would expect to bill, or amounts Company expects to charge for services rendered for the relevant period. As Company bills Customer for services rendered, the advance may be debited for the amount billed for actual services rendered.

g. Place of Payments. Payments may be submitted electronically at https://newleaders.com/payments or by check to the following location: 12277 Soaring Way #203, Truckee CA 96161.

h. Non-Payment of Fees. It is expressly acknowledged that any amount billed to the Customer is due within 15 calendar days of the date on which the statement or invoice is e-mailed to Customer. To the extent payment is not made by the end of such 15-day period, (i) the Customer’s outstanding balance shall immediately begin accruing interest at the rate of one percent (1%) per 15-day billing period, for each and every month there exists an outstanding balance and (ii) Company may cease providing Services and may, in its discretion, terminate this Agreement. Additionally, in Company’s sole discretion, Company may submit any outstanding overdue balance to a collection agency if it remains unpaid for over 60 days. The prevailing party in any action or proceeding to enforce any provision of this Agreement will be awarded reasonable attorney fees and costs incurred in that action or proceeding or in efforts to negotiate the matter.

8. DESIGN OF SERVICES.

a. Design. Company will perform the Services in a commercially reasonable manner with respect to design direction, branding and all creative and technical services. Customer acknowledges and agrees that Company has an expertise in providing the Services, and will perform the Services in a manner it deems in the best interests of Customer, as determined by it in its sole discretion. If the Customer disagrees with Company regarding certain Services, Company may either choose to perform the Services as per the Customer’s request or terminate this Agreement if Company determines that Customer’s request cannot be accomplished successfully. Company is not responsible or liable for any failures or consequences related to performing the Services as requested by Customer, and Customer agrees that it is responsible for all charges incurred by Company in providing any Service to Customer.

b. Refused Content. Company may, in its sole discretion, refuse to perform any Service or refuse to include any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Customer to Company (the “Customer Content”) in any Service.

9. OWNERSHIP.

a. Outside Content. Customer acknowledges, understands and agrees that Company may use its own and/or may purchase third party licenses for products or services that are necessary for Company to perform the Services. Such products or services may include, but are not limited to open source code, illustrations, precompiled applications, music, photography, video or any other copyrighted work (“Outside Content”) which Company deems necessary to purchase or utilize on behalf of Customer in the performance of the Services. Customer further acknowledges and understands that any Outside Content used to complete the Services is owned by Company and/or such third parties and cannot be transferred to Customer and is hereby specifically not transferred to Customer and shall remain the property of Company and/or such third parties. Outside Content which is owned and/or purchased by Company may be used in the design and/or development of other projects separate from Customer, regardless of whether such other project is for a customer in competition with Customer.

b. Custom Programming. Customer and Company agree that upon payment in full of the fees associated with the Services, Customer shall own a worldwide right, title, and interest in and to the Services (including its source code and documentation), other than components of the Services which are Outside Content or Code Content (as defined below) (the “Custom Programming”) solely for Customer’s own internal business purposes. Customer shall retain a worldwide, royalty-free, non-exclusive, transferable, and perpetual right and license to the Custom Programming including, but not limited to, the right to modify, amend, sell, assign, lease, sublicense, or otherwise alter or transfer the Custom Programming. Notwithstanding the foregoing, Customer specifically agrees that it will not take, or allow any unauthorized third party to take, any steps to commercially exploit, sell or market the Custom Programming, or any other tangible or intangible asset or intellectual property developed or derived therefrom, in any manner. Any decompilation or reverse engineering of the Custom Programming is prohibited without the express written consent of Company.

c. Code Content. Customer and Company also agree that the design and development of the Services may include source code, documentation, and/or application programs that were previously written or developed by Company and modified to meet Customer’s specific requirements (the “Code Content”). Company shall own all worldwide right, title, and interest in and to the Code Content, but shall provide Customer (upon payment in full of the fees associated with the design and development of the Services) a worldwide, royalty-free, non-exclusive, transferable and perpetual right and license to use the Code Content solely as provided by the Company in a Service. Nothing in this paragraph gives the Customer the right to decompile or reverse engineer the Code Content, use the Code Content in any other way except as used in the Service, or license or sell any Code Content.

d. Attribution. As an integral part of the consideration for the Agreement, Company and its subcontractors retain the right to display graphics and other web design elements of the Services as examples of their work in their respective portfolios even if such display involves the name of the Customer or other of its trademarked assets.

10. INDEMNIFICATION.

a. Company Indemnity. In performing services under this Agreement, Company agrees not to knowingly design, develop, or provide to Customer any items that infringe one or more patents, copyrights, trademarks or other intellectual property rights (including trade secrets), privacy, or other rights of any person or entity. If Company becomes aware of any such possible infringement in the course of performing any work hereunder, Company shall immediately notify Customer in writing. Company agrees to indemnify, defend, and hold Customer, its officers, directors, members, employees, representatives, agents, and the like harmless for any such alleged or actual infringement and for any liability, debt, or other obligation arising out of or as a result of or relating to the Agreement, other than Customer’s responsibilities and Customer Content to the extent the infringement is the fault of the Company. Company’s total liability under this Agreement shall not exceed the amount paid by Customer under this Agreement.

b. Customer Indemnity. Customer shall indemnify and hold harmless Company (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, subcontractors, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by Company as a result of any claim, judgment, or adjudication against Company related to or arising from any Customer Content, or a claim that any element of any Customer Content furnished to Company for inclusion in the Services infringes the intellectual property rights of a third party.

11. REPRESENTATIONS AND WARRANTIES.

a. Company Representations. Company makes the following representations and warranties for the benefit of Customer:

i. No Conflict. Company represents and warrants that it is under no obligation or restriction that would in any way interfere or conflict with the work to be performed by Company under this Agreement. Customer understands that Company may be currently working on one or more similar projects for other customers. Provided that those projects do not interfere or conflict with Company’s obligations under this Agreement, those projects shall not constitute a violation of this provision of the Agreement.

ii. Disclaimer of All Other Warranties. COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL MEET THE CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES IS WITH CUSTOMER. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, DEVELOPER PROVIDES ITS SERVICES “AS IS” AND WITHOUT WARRANTY OF ANY KIND. THE PARTIES AGREE THAT EACH PARTY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THIS AGREEMENT, PERFORMANCE OR INABILITY TO PERFORM UNDER THIS AGREEMENT, THE CONTENT, AND EACH PARTY’S COMPUTING AND DISTRIBUTION SYSTEM.

iii. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, LOST PROFITS, WHETHER OR NOT FORESEEABLE OR ALLEGED TO BE BASED ON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY, ARISING UNDER THIS AGREEMENT, LOSS OF DATA, OR ANY PERFORMANCE UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. THE MAXIMUM REMEDY AVAILABLE TO EITHER PARTY IS ANY AMOUNT PAID BY CUSTOMER HEREUNDER. COMPANY MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.

b. Customer Representations. Customer makes the following representations and warranties for the benefit of Company:

i. Customer Content. Customer represents to Company and unconditionally guarantees that any elements of the Customer Content furnished to Company for inclusion in the Services are owned by Customer, or that Customer has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Company and its subcontractors from any claim or suit arising from the use of such elements furnished by Customer.

ii. Compliance with Laws. From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. Customer agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Company and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Customer’s exercise of Internet electronic commerce.

12. NOTICE. Any notice required to be given under this Agreement shall be in writing and delivered (i) personally to the other designated party at the address provided to the other party mailed by certified, registered or express mail, return receipt requested or by Federal Express or (ii) by electronic mail or facsimile. Either party may change its address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.

13. GOVERNING LAW. This Agreement shall be governed in accordance with the laws of the State of California, without giving effect to principles of conflicts of laws.

14. VENUE AND JURISDICTION. The parties hereto agree that all actions or proceedings arising in connection with this Agreement, whether arising out of contractual, tort or otherwise, shall be tried and litigated exclusively in the State courts located in the County of Nevada, State of California, or the federal courts sitting in San Francisco, within the Northern Judicial District of the State of California. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature. Each party hereby waives any right it may have to object to venue with respect to any proceeding brought in accordance with this paragraph. Each party stipulates and expressly submits to the personal jurisdiction of the State courts located in the County of Nevada, State of California, and federal courts within the Northern District of California sitting in San Francisco, California for the purpose of litigating any dispute, controversy, or proceeding arising out of or related to this Agreement

15. AGREEMENT BINDING ON SUCCESSORS. The provisions of the Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors and assigns.

16. ASSIGNABILITY. Customer may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of Company. Such approval will not be unreasonably withheld. Company reserves the right to assign subcontractors as needed to this project to ensure on-time completion.

17. SEVERABILITY. If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

18. WAIVER. No waiver by either party of any default of any provision of this Agreement shall be deemed a waiver of any prior or subsequent default of such provision or any other provision of this Agreement.

19. INTEGRATION. This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.

20. NO INFERENCE AGAINST AUTHOR. No provision of this Agreement shall be interpreted against any party because such party or its legal representative drafted such provision.

21. READ AND UNDERSTOOD. Each party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions.

22. MODIFICATION TO TERMS. Company reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Services at any time, effective upon posting of an updated version of this Agreement on the Company’s website. You are responsible for regularly reviewing this Agreement. Continued use of the Company’s Services after any such changes shall constitute your consent to such changes.

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