THIS  CLIENT  SERVICES  AGREEMENT 
(the  “Agreement”)  is  made  and  entered 
into  as  of

                            
, (the “Effective Date”), by and between dba “Multifamily Schooled”, A2GMedia
LLC (“MS”), and

                                                         
, [a/an]
                                                      
(“Client”) (MS and Client, each a “Party,” and, collectively, the “Parties”).

 

WHEREAS, MS is in the business of providing consulting and
advisory services respecting multifamily mentorship and community and

 

WHEREAS, Client desires to engage MS to provide certain
services as more particularly described on Exhibit  A, attached hereto and
incorporated herein by reference (“Services”).

 

NOW, THEREFORE, the Parties agree as follows:

 1.   
          Engagement; Services.
Client hereby engages MS, and MS accepts such engagement, to provide the
Services in accordance with the terms of this Agreement, in reliance on the
representations and warranties of Client, and with the understanding and
expectation that Client and Client’s business activities do and shall comply in
full with all applicable laws. To the extent any terms or provisions of Exhibit
A conflict with the terms and provisions contained in the body of this
Agreement, the terms and provisions set forth on Exhibit A shall govern and
control. All Services are provided on a non-exclusive basis, and MS at all
times reserves the right to perform the same or similar services on behalf of
others in MS’s sole discretion.

 

2.                
Client Responsibilities. As a material condition to receive and use MS’s
Services, Client expressly agrees on Client’s own behalf, and on behalf of the
business(es) Client owns, operates, or otherwise supports, or for which Client
works as an employee or contractor, to comply in full with Client’s obligations
under this Agreement, including being present at and prepared for all meetings,
calls, and classes, and following the instructions and guidance provided by MS.
Client shall, upon MS’s reasonable request, provide MS with all data,
specifications, documents, information, and other materials pertaining to
Client and relevant to the Services (the “Client Materials”)

 

3.              
Fees; Payment Terms; Late Payments. As consideration for the Services, Client
shall pay MS the fees set forth on Exhibit A in accordance with the payment
terms set forth on Exhibit A. Any payments not timely received by MS in
accordance with Exhibit A will accrue interest at the lesser of five percent
(5%) or the maximum rate of interest permitted under applicable law on the
outstanding balance, per month, until all such amounts and applicable interest
have been paid in full (“Late Payment Charge”). Client will not be assessed a
Late Payment Charge on amounts disputed in good faith. Any acceptance by MS of
late or partial payments (even if marked “paid-in-full” or the like) will not
be deemed a waiver of MS’s right to recover unpaid amounts from Client.

 

4.               
Cancellation Policy; Refunds. Client has the right to cancel and terminate this
Agreement during the  three (3) days following the Effective Date by
giving MS written notice of termination no later than 5:00 p.m. P.S.T. on the
third day following the Effective Date. In the event Client timely exercises
its termination right hereunder, MS will promptly refund Client the total cost
paid for the Services, less an administrative processing fee of Two Hundred
Fifty Dollars (USD $250.00). Refunds are not provided beyond the 3 days under
any other circumstances. Beyond 3 days, we have a 90 day guarantee. Please see
section 14. If Client commences a chargeback transaction (i.e., a reversal of a
credit card payment to MS or its designee) in connection with any payments
under this Agreement, then the amount of the chargeback shall be subject to a
finance charge equal to one and one-half percent (1.5%) per month until paid in
full by Client. In addition, MS is entitled to reimbursement from Client of all
damages and reasonable attorneys’ fees and costs incurred by MS in connection
with chargeback reversals and otherwise pursuing and collecting any and all
sums owed by Client under this Agreement.

 

5.              
Proprietary Materials. MS at all times retains ownership of all rights in and
to its proprietary materials, procedures, methods, techniques, data,
information, and trade secrets, along with its trademarks, service marks,
copyrights, and patentable subject matter (collectively, “MS Proprietary
Materials”), and nothing in this Agreement shall be construed to give Client
any right or interest in or to MS’s Proprietary Materials. Client (a) shall not
copy, reproduce, publish, or disseminate any of the MS Proprietary Materials in
any manner without MS’s prior written consent; (b) shall not remove or modify
any copyright or trademark notices or logos from the MS Proprietary Materials;
and (c) shall not use any MS Proprietary Materials other than for the purpose
intended by MS.

 

6.              
Restrictive Covenants.

Confidentiality; Non-disclosure. In connection with the
Services, Client may perceive, acquire, receive, or learn certain Confidential
Information pertaining to MS and/or MS’s parent, subsidiary, or affiliated
entities, or the officers, directors, shareholders, members, employees,
contractors, investors, strategic partners, or clients of any or all of the
foregoing (collectively, “Related Parties”). As used herein, “Confidential
Information” means nonpublic information in any form (whether or not explicitly
indicated to Client as confidential) of or pertaining to MS and/or MS’s Related
Parties, including, but not limited to, products and services (current and
prospective); trade secrets; business and strategic plans (current and
prospective); marketing information, materials, and plans; contracts (current
and prospective); processes; know-how; concepts and ideas; specifications;
designs; unpublished trademarks, service marks, and logos; unpublished original
works of authorship; client/customer information and client/customer lists;
research and development; business forecasts, reports, records, and plans;
sales information; procurement procedures and requirements; financial
information, data, and statements; accounting information; salaries; pricing;
techniques; and software. Without limiting the generality of the foregoing, the
MS Proprietary Materials are deemed Confidential Information under this
Agreement. Confidential Information also includes information which, to a
reasonable person familiar with MS business and the industry in which it
operates, is regarded as being of a confidential nature. Confidential
Information does not include any information that (a) Client can document has
been in Client’s possession free of any obligation of confidence to MS prior to
the disclosure of such information by MS; (b) at the time of disclosure by MS
is or thereafter becomes public information through no action or inaction of
Client in violation of this Agreement; or (c) was independently created,
developed, or acquired by Client without the use of or reference to MS’s
Confidential Information. Client shall at all times keep all Confidential
Information in the strictest confidence. Client shall not, directly or
indirectly at any time, use any Confidential Information for Client’s personal
benefit or the benefit of any third party or disclose or divulge Confidential
Information to any third party in any manner (e.g., via social media or
otherwise) without MS’s prior written consent, which consent may be withheld in
MS’s sole discretion. Client acknowledges and agrees all Confidential
Information is the exclusive property of MS or its Related Parties, as the case
may be. Upon the conclusion of the Services, or upon MS’s demand at any time
during the Term, Client shall immediately return to MS all Confidential
Information then in Client’s possession (including any copies thereof).

 

(a)    Non-disparagement. During the Term of
this Agreement and for a period of twelve (12) months following the expiration
or termination of this Agreement, neither Party shall make any public
statements (including via social media or otherwise) or statements to the other
Party’s clients, customers, suppliers, distributors, agents, representatives,
and/or business partners which disparage or otherwise adversely affect the
reputation of the other Party.

 

(b)    Non-competition. During the Term and
for a period of twelve (12) months following the expiration or termination of
this Agreement, Client shall not, without MS’s prior written consent, directly
or indirectly own, manage, operate, control, be employed by, perform services
for, consult with, solicit business for, participate in, or be connected with
the ownership, management, operation, or control of any business or commercial
venture that performs services materially or substantially similar to, or competitive
with, those provided by MS.

 

(c)    Non-solicitation. During the Term and
for a period of twelve (12) months following the expiration or termination of
this Agreement, Client shall not, without MS’s prior written consent, directly
or indirectly, as an individual, employee, consultant, advisor, independent
contractor, partner, owner, or in association with any other person, business,
or enterprise, do any of the following: (i) solicit, take away, induce, or
motivate any of MS’s or its affiliates’ clients, vendors, contractors,
sponsors, or strategic partners (current and prospective), agents,
representatives, or Related Parties to discontinue or modify their
relationships with MS and/or its affiliates or diminish or transfer any of
their business dealings with MS and/or its affiliates; or (ii) employ any
employees, contractors, or shareholders of MS or its Affiliates.

 

7.              
Representations and Warranties.

(a) Authority. Each Party hereby represents and warrants to
the other Party that it has the absolute right, authority, and legal capacity
to enter into and perform its duties and obligations under this Agreement; (b)
its performance of this Agreement there are no bankruptcy or insolvency
proceedings of any kind or nature now pending or threatened against it; and (d)
to the best of its knowledge, there are no claims or litigation pending or
threatened against it that would prevent or impair it from fulfilling its
duties and obligations under this Agreement.

 

(b) Compliance – General Warranty. Client represents and
warrants to MS that, in connection with all of Client’s business activities as
well as any Services that Client directs MS to perform or MS otherwise performs
for Client, Client has obtained and implemented advice from competent legal
counsel to comply with all applicable laws. Client acknowledges that MS does
not and Client represents and warrants to MS that Client will not request,
expect, or rely upon MS to provide compliance advice, legal advice, or
compliance with all applicable laws. 

 

(c)          
Compliance with Advertising and Consumer Protection Laws. Client represents and
warrants to MS that, in connection with all of Client’s business activities as
well as any Services that Client directs MS to perform or MS otherwise performs
for Client, Client does and shall continue to comply strictly with all
applicable laws, rules, and regulations regarding the marketing and sale of
products to consumers, including without limitation, the Federal Trade
Commission Act, the Food Drug and Cosmetic Act, the Americans with Disabilities
Act, the Restore Online Shoppers Confidence Act, the Telemarketing Sales Rule,
the Federal Trade Commission’s Endorsement and Testimonial Guides, the CAN-SPAM
Act, the Telephone Consumer Protection Act, and any other federal, state, or
local advertising or consumer protection laws, regulations, or standards.

 

(d)         
Compliance with Intellectual Property Laws. Client represents and warrants to
MS that, in connection with all of Client’s business activities as well as any
Services that Client directs MS to perform or MS otherwise performs for Client,
Client does and shall continue to comply strictly with all applicable laws,
rules, and regulations regarding intellectual property, including without
limitation the U.S. Copyright Act, the Patent Act, the Lanham act, the Defend
Trade Secrets Act, state right of publicity law, and any other federal, state,
or local intellectual property laws, regulations, or standards.

 

(e)  Compliance with Data Security and Privacy
Compliance Obligations. Client represents and warrants to MS that, in
connection with all of Client’s business activities as well as any Services
that Client directs MS to perform or MS otherwise performs for Client, Client
does and shall continue to comply strictly with all laws, rules, and
regulations regarding data protection, including without limitation legal
obligations such as CCPA, HIPAA, GDPR or their equivalents and industry
self-regulatory obligations such as the IAB Transparency and Consent Framework
or PCI-DSS.

 

(f)   Miscellaneous. Client further represents and
warrants to MS that (i) all Client Materials are accurate, complete, and
correct in all material respects; (ii) Client shall not use any advice,
recommendations, instructions, methods, or ideas provided by MS in connection
with the Services in a manner inconsistent with their intended purpose; (iii)
Client is not subject to any obligation or disability which will or might
prevent Client from keeping and performing its duties and obligations under
this Agreement; and (iv) Client has not made, and will not make hereafter, any
agreement or commitment that conflicts with this Agreement.

 

 

 

8.              
Indemnification.

 

(a)    Client (the “Indemnitor”) shall
indemnify, defend, and hold MS and its officers, directors, shareholders,
members, employees, agents, contractors, representatives, successors, and
assigns of all of the foregoing (collectively, the “Indemnitees”), harmless
from and against any and all third-party claims, causes of action, demands,
threats, lawsuits, and proceedings (collectively, “Claims”), and all
liabilities, judgments, losses, damages, costs, and expenses of any kind
whatsoever, including reasonable outside attorneys’ fees and court costs
(collectively, “Losses”), suffered or incurred by any of the Indemnitees at any
time to the extent arising out of, relating to, or resulting from any
inconsistency with, failure of, or breach or threatened breach by the
Indemnitor of any representation, warranty, or covenant made or assumed by
Client in this Agreement.

 

(b)    The Indemnitees shall give written
notice to the Indemnitor of the assertion of any occurrence, event, or fact
that may give rise to a Claim. The Indemnitor shall have the right to select
counsel and control the defense of any such Claim, subject to the right of the
Indemnitee(s) to participate therein. The Indemnitor will not settle or resolve
any claim in a manner that imposes any liability or obligation on the
Indemnitee(s) or affects the Indemnitee(s)’ rights in connection therewith
without the advance written approval of the Indemnitee(s), which approval will
not be unreasonably withheld, conditioned, or delayed. The Indemnitor shall
reimburse the Indemnitee(s) on demand for any Losses arising at any time after
the Effective Date for which the indemnification obligations stated herein
apply.

 

9.    Client’s Acknowledgement and Consent.
By signing this Agreement, Client acknowledges and agrees (a) no specific
results or goals have been promised or guaranteed by MS or any of its
personnel, and (b) Client has been given sufficient opportunity to ask
questions of MS and its personnel regarding this Agreement and the Services,
and all such questions have been answered to Client’s satisfaction. Client
hereby consents to being photographed and recorded (both audiovisual and
audio-only recordings) (such photographs and recordings, collectively,
“Recordings”) during and in connection with the Services, and Client hereby
quitclaims and assigns to MS and MS’s successors and assigns all rights, title,
and interests in and to any and all such Recordings made by or for MS in
connection with the Services. Client hereby consents and grants to MS and MS’s
successors and assigns the royalty-free, perpetual right to include and use (a)
the Recordings or any parts thereof, and (b) any quotes approved by Client (email
or text messages will be sufficient for such approvals), in materials prepared
by or for MS for use in MS’s various products and/or services, in all media. By
signing this Agreement, Client, on behalf of himself/herself and Client’s
family, heirs, executors, administrators, assignees, and legal representatives,
hereby absolutely, irrevocably, and unconditionally releases, waives,
discharges, holds harmless, and promises to indemnify and to not sue MS and/or
MS’s parent, subsidiary, or affiliated entities, or any officers, directors,
shareholders, members, employees, contractors, agents, representatives,
insurers, successors, and assigns of any of the foregoing (collectively, the
“Releasees”), from any and all claims, actions, causes of action, demands, and
liabilities of any kind or nature, whatsoever, at law or in equity, whether
known or unknown, which Client has or may in the future have against any of the
Releasees for damage or losses on account of the Recordings and any use
thereof, including claims involving rights of publicity and privacy,
misappropriation, false light, infliction of emotional distress, defamation,
and infringement of intellectual property. The foregoing release is intended to
be as broad and comprehensive as permitted by applicable law.

 

 

10.              
Breach; Remedies. Neither Party will be deemed to be in breach of this
Agreement unless such Party has been given notice of an alleged breach by the
other Party, and the notified Party fails to cure such breach within ten (10)
business days after receipt of such notice; provided, however, if the alleged
breach involves a failure to pay sums owed under this Agreement, then the cure
period shall be three (3) business days after receipt of such notice. MS’s
rights and remedies under this Agreement are cumulative, and MS’s exercise of
any right or remedy does not and will not preclude the exercise by MS of its
other rights or remedies that may now or subsequently exist at law or in
equity. Without limiting the generality of the foregoing, Client agrees that a
breach of Sections 5 or 6 hereof could cause irreparable harm to MS, and,
accordingly, MS shall be entitled to seek immediate injunctive relief (without
posting a bond) in addition to any and all other remedies to which MS may be
entitled under this Agreement, at law, or in equity to prevent or cure any
breach or threatened breach thereof by Client without showing or proving actual
damages sustained. Client hereby waives any right to rescind or terminate this
Agreement other than in connection with a Termination Event. As used herein,
“Termination Event” means (a) MS becomes insolvent, makes a general assignment
for the benefit of creditors, suffers or permits the appointment of a receiver
for its business or assets, files a voluntary petition in bankruptcy, or
becomes subject to any involuntary proceeding under any bankruptcy or
insolvency law that is not dismissed within sixty (60) days after commencement
of such proceeding; (b) Client delivers to MS a written notice of termination
which Client is entitled to give solely in the event MS commits a material
breach of this Agreement and fails to cure such breach in accordance with this
Section; or (c) MS terminates the Services, which MS has the right to do for
any reason or no reason in MS’s sole and absolute discretion. Upon the
occurrence of a bona fide Termination Event, the Services shall terminate, and
Client shall return to MS any MS Proprietary Materials and/or Confidential
Information in Client’s possession. Upon MS’s receipt of any such MS
Proprietary Materials and Confidential Information, MS shall issue a prorated
refund to Client equal to the amount by which the total payments previously
made by Client for the Services exceed the Prorated Cost. As used herein,
“Prorated Cost” means the product of 1 minus a fraction (expressed as a
percentage), the numerator of which is the number of days from the commencement
of the Term to the effective date of termination, and the denominator of which
is the total number of days in the Term, multiplied by the total cost of the
Services as set forth on Exhibit A.

 

11.                  
Force Majeure. MS shall not be liable to Client for any loss or damage
resulting from any delay or failure to perform any part of this Agreement
and/or the Services if such delay or failure is caused in whole or in part by
events, occurrences, or causes beyond the reasonable control of MS, including,
but not limited to: (a) fire, flood, earthquake, or other natural disaster; (b)
war, riot, or order of governmental authority; (c) any order, regulation,
ruling, or action of any labor union or association affecting MS or the
industry in which it is engaged (including, but not limited to, strikes,
sympathy strikes, and lockouts); (d) any delay in the delivery of materials and
supplies or the general unavailability of materials and supplies; (e) any
casualty, accident, incapacity, illness, pandemic, epidemic, or widespread
communicable disease (including COVID-19); and (f) any power failure, failure
of computer systems or other equipment, or other Internet, network, or
communications outages, interruptions, or disturbances. MS will not be
responsible for any delays in the Services where such delays are attributable
to any failure of Client to timely perform Client’s obligations under this
Agreement (e.g., attend scheduled calls, meetings, classes, follow through on
MS’s instructions, etc.)

 

12.              
LIMITATION OF LIABILITY. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR
ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL
DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT PURSUANT TO ANY CLAIM IN
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER THEORY, EVEN
IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IN NO
EVENT WILL MS’S AGGREGATE LIABILITY WITH RESPECT TO ANY CLAIMS OR MATTERS
ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED AN AMOUNT EQUIVALIENT TO
TWENTY-FIVE PERCENT (25%) OF THE FEES PAID TO MS BY CLIENT UNDER THIS AGREEMENT
DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING ASSERTION OF THE CLAIM OR
TEN THOUSAND DOLLARS ($10,000), WHICHEVER IS LESS. REGARDLESS OF ANY STATUTE OR
LAW TO THE CONTRARY, IN THE EVENT CLIENT FAILS TO FILE OR COMMENCE AN ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT WITHIN ONE (1) YEAR
AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES, SUCH CLAIM OR ACTION WILL BE PERMANENTLY
BARRED.

 

13.              
WARRANTY DISCLAIMER. EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT, THE
SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS” AND MS MAKES NO WARRANTIES,
EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, REGARDING THE SERVICES.
MS SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, AND ANY WARRANTY THAT THE SERVICES WILL MEET CLIENT’S
EXPECTATIONS, OBJECTIVES, OR OTHER DESIRED OUTCOMES. WHILE MS IS CONFIDENT IN
MS’S METHODS, TECHNIQUES, AND RECOMMENDATIONS, MS DOES NOT GUARANTEE, AND
NOTHING HEREIN SHALL BE CONSTRUED AS A GUARANTEE BY MS OR ANY OF ITS PERSONNEL
OF ANY PARTICULAR RESULTS OR OUTCOMES IN CONNECTION WITH THE SERVICES. CLIENT
HEREBY WAIVES, RELEASES, ACQUITS, DISCHARGES, AND HOLDS MS AND THE OTHER
RELEASEES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS ALLEGING  THE 
SERVICES  FAILED  TO  MEET  CLIENT’S 
REQUIREMENTS,  EXPECTATIONS,  OR OBJECTIVES. NEITHER MS NOR ANY OF
THE OTHER RELEASEES WILL BE LIABLE TO CLIENT FOR ANY DEFAMATORY, OFFENSIVE, OR
ILLEGAL CONDUCT OF ANY THIRD PARTY WHETHER IN CONNECTION WITH THE SERVICES OR
OTHERWISE.

 

Independent contractors. The relationship between the
Parties under this Agreement is that of independent contractors, and nothing in
this Agreement will be construed to constitute either Party as an agent,
employee, or representative of the other, or to define or create a joint
venture or partnership between the Parties. Neither Party has the authority,
either express or implied, to bind or obligate the other Party in any way. Each
Party assumes complete responsibility for its own employees with regard to federal
and state employer’s liability and compliance with federal, state, and local
laws respecting income tax withholding, workers’ compensation, social security,
and unemployment insurance.

 

Notices. Any notices required to be given by one Party to
the other under this Agreement must be in writing and may be given via
electronic mail transmission (email) to the recipient at its respective email
address on the applicable Signature Page of this Agreement, provided the
sending Party obtains proof of receipt of such communication (e.g., by
so-called “read receipt” or return email or otherwise). Notices may also be
delivered personally, or by certified mail (return receipt requested), or by
recognized overnight commercial carrier which provides proof of delivery (e.g.,
Federal Express), with all charges prepaid by the sender, to the recipient at
the recipient’s address provided in this Agreement. The Parties may each change
their respective email and mailing addresses for purposes of this Agreement by
providing written notice of such change to the other Party in accordance with
this Section. Each notice sent, delivered, or transmitted in a manner
prescribed herein will be deemed sufficiently given, served, sent, received, or
delivered for all purposes upon receipt by the recipient or at such time as
delivery is refused by the addressee upon presentation.

 

Press Releases. Each Party has the right to announce the
existence of this Agreement by means of a press release or otherwise, provided
any such communication does not constitute a breach of Section 6(a) hereof.
Client hereby grants MS a limited, non-exclusive, royalty-free, perpetual
license to use Client’s trademarks, service marks, and logos for the
noncommercial purpose of marketing MS’s services to prospective clients,
employees, and Clients.

 

Assignment; Subcontractors. This Agreement shall not be
assigned by either Party without the prior written consent of the other Party
(which shall not be unreasonably withheld); provided, however, this Agreement
may be assigned without the other Party’s consent to an affiliate or to an
acquirer in connection with a merger, consolidation, or sale of all or
substantially all of such Party’s equity or assets. Any attempted assignment
not in accordance with this Section is void. Subject to the foregoing, this Agreement
shall bind and inure solely to the benefit of the Parties and their respective
successors and permitted assigns. Notwithstanding anything to the contrary
contained in this Agreement, MS may, in its sole discretion, use subcontractors
to perform some or all of the Services. Any such subcontractors will work under
MS’s direct supervision.

 

Attorneys’ Fees. If any legal action or proceeding is
commenced by a Party to enforce or interpret this Agreement, then the
prevailing Party on such claim shall be entitled to reimbursement from the
other Party of its reasonable outside attorneys’ fees and costs incurred in
connection therewith (including the costs of collecting any judgment), in
addition to any other relief to which the prevailing Party may be entitled.

 

Survival. The provisions of Sections 3-20 (inclusive) of
this Agreement (including all subsections thereof), along with any other
provisions of this Agreement that survive expiration or termination according
to their express terms or which may reasonably be interpreted or construed as
surviving expiration or termination, will survive any expiration or termination
of this Agreement.

 

Miscellaneous. This Agreement (including attached Exhibit A)
contains the entire and integrated understanding and agreement between the
Parties with respect to the subject matter hereof, and supersedes and replaces
any prior oral or written understandings or agreements between the Parties with
respect to the subject matter hereof. Neither MS nor any of its officers,
directors, shareholders, members, employees, contractors, agents, or
representatives have made any representations or promises with respect to MS,
the Services, or this Agreement other than those specifically contained in this
Agreement. No change, modification, or waiver of this Agreement or any parts
hereof will be binding upon the Parties unless made by a written instrument
signed by both Parties. A waiver by either Party of any provision of this
Agreement will not be deemed a waiver of such provision or any other provision
of this Agreement with respect to any future instance or occurrence. In no
event will preprinted terms and conditions on any Client document (e.g., P.O.,
confirmations, acceptances) modify or add to the terms of this Agreement. Each
Party agrees to perform any further acts and to execute and deliver any
additional documents or instruments that may be requested by the other Party
and are reasonably necessary to give effect to this Agreement and the intents
and purposes hereof. If any part of this Agreement is deemed invalid or
unenforceable by a court of competent jurisdiction, then such determination
will not affect the validity or enforceability of the remainder of this
Agreement. The laws of the State of Delaware (without giving effect to its
conflict of laws principles) govern all matters arising out of or relating to
this Agreement, including its validity, interpretation, construction,
performance, and enforcement. Any dispute arising out of or relating to this
Agreement shall be resolved exclusively in the state or federal courts located
in San Diego, California (including any courts of appeal respectively
therefrom). Each Party hereby waives and agrees not to assert in any action or
proceeding arising out of or relating to this Agreement that such Party is not
subject personally to the jurisdiction of the above-named courts, that the
action or proceeding is brought in an inconvenient forum, that the venue of the
action or proceeding is improper, or that this Agreement may not be enforced in
or by such courts. This Agreement may be executed in counterparts, either
manually or by so-called “electronic signature,” both of which will be deemed
an original, and all such counterparts, together, will constitute one and the
same instrument. Counterparts may be delivered via facsimile, electronic mail,
any platform complying with the U.S. E-SIGN Act of 2000 (e.g.,
www.docusign.com), or other similar transmission method, and any counterpart so
delivered shall be deemed duly and validly delivered and effective for all
purposes.

 

14. Conditional 90 Day Guarantee: Our 90-day guarantee aims
to assist you in finding, analyzing, financing, closing and managing your next
multifamily deal within 90 days from the date of your initial payment
processing. If, within this timeframe, we are unable to aid you in finding an
opportunity, we will give you a 10-30 unit apartment deal to close on inside
our deals on demand program. Our deal on demand program can not guarantee you
close on the deal, but we aim to provide you a pre-vetted deal that makes
financial sense as described below. These are special, pre-vetted deals that
meet our criteria below. To qualify for this guarantee, you must have completed
100% of the video course lessons and attended or illustrated you have watched
at least 75% of the live coaching sessions during the initial 90 days. MS will
provide you with a 90 day guide plan that must be completed by Client.
Multifamily Schooled is given a full 90-day window to meet this. For the
purposes of this guarantee, "finding" “securing” or
"locating" a suitable opportunity denotes the identification of a
multifamily rental property available for purchase with a minimum 60%
Loan-to-Value ratio, capable of yielding at least a 5.0% average cash-on-cash
return and at least 12% Annual or Internal Rate of Return (IRR)(ARR). Input
variables in the financial analysis by the Multifamily Schooled team may vary
from yours. Both Client and MS will identify markets suitable for locating
multifamily properties in the United States. There is a minimum 1 live coaching
session scheduled per week. Processing of initial payment is defined based upon
the method of payment, as follows: For payments made via credit/debit card,
processing means upon the completion of a successful checkout transaction on
the company’s payment portal/checkout page, whether processed by the
Client/Purchaser on the payment portal/checkout page directly, or upon
instruction from the Client/Purchaser to an authorized representative of the
Company via phone, video conference, or in writing.

REQUEST FOR CANCELLATION

Requests for cancellation must be received by the
Client/Purchaser within 14 calendar days after the initial 90 day period in
writing at [email protected].  Requests submitted
through any other method of communication are not accepted, and shall not
constitute a valid request for cancellation.

 

Client acknowledges and agrees Client has carefully read
this Agreement and understands the terms, consequences, and binding effect
hereof, and is executing this Agreement voluntarily. Client has been given the
right and opportunity to be represented by legal counsel of Client’s choosing
in connection with the negotiation and execution of this Agreement. This
Agreement will not be binding upon either Party unless and until this Agreement
is executed by both MS and Client.

 

IN WITNESS WHEREOF, Client, intending to be legally bound
hereby, has executed this Agreement as of the Effective Date.

 

a/an]
                                                                                         

By:

 Print Name:
                                                                   
_________

Title (if applicable):
                                                                     

Address:
                                                                
______________

Email:
                                                                                          

IN WITNESS WHEREOF, MS, intending to be legally bound
hereby, has executed this Agreement as of the Effective Date.

 

A2GMedia LLC dba Multifamily Schooled

Wyoming LLC company

 By:

 Print Name: Justin Brennan Title: Founder/CEO

Email: [email protected]

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