Master Services Agreement - Overlap Design

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Step 1 – Read the Agreement

This Client Services Agreement (“Agreement“) is entered into as of _______ (the “Effective Date”), by and between Growth Sites LLC, a Colorado limited liability company located at 1513 Luke St. Fort Collins, CO. (“Company“), and ________ (“Client“), each being referred to individually hereinafter as, a “Party,” and collectively as, the “Parties.”

1. Services.

1.1 Through its ___________ program (the “Program”), Company produces certain live videos and seminars (“Live Materials“) and archived and/or prerecorded videos (“Archived Materials“) related to coaching clients with regards to growth, marketing, and other aspects of business development (Live Materials and Archived Materials are collectively referred to as the “Materials“). Pursuant to the terms of this Agreement, Company shall generally provide Client access to the Archived Materials and such Live Materials as Company, in its sole discretion, produces for the Program.

Also, pursuant to the terms of this Agreement, Client is free at any time to purchase additional services, materials, tools, products, or materials for prices detailed in the “Pricing and Payment” section of this Agreement, (collectively, the “Services“), provided there is written consent and Agreement by the Company. Company reserves the right to grant or NOT grant access or the opportunity to purchase these Services at its sole discretion.

2. Relationship to Other Agreements.

2.1 Terms of Service. In order to access the Materials or utilize some of the Services’ features, Company may require you to register and create an account and/or otherwise access or interact with an Company-owned or affiliated website (a “Website“).

Client’s establishment of any account or use of and interactions with any Website are subject to any applicable terms and conditions of that Website, provided that, in the event that any provisions of any terms of service conflict with this Agreement, the terms of this Agreement shall control.

3. Pricing and Payment; No Refunds.

3.1 Fees and Payment. Client SHALL make payment(s) to Company for the Services in the amount(s) and at the time(s) as follows:

Client make payments to Company for the Services in the amounts and at the times as follows:

  1. Two Thousand Five Hundred and no/100 ($2,500.00) upon the Effective Date of this Agreement (for the GrowthMap Service)
  2. Six Thousand and no/100 ($6,000.00) upon the date when Client desires to purchase GrowthLaunch Service.
  3. Twenty Thousand and no/100 ($20,000.00) upon the date when Client desires to purchase GrowthBrand Service.
  4. Twenty Five Thousand and no/100 ($25,000.00) upon the date when Client desires to purchase GrowthScale Service.

Company at all times reserves the right to change and alter these prices as market forces dictate, including to reduce the amounts if Company so chooses, at Company’s sole discretion.

(collectively, the “Fee”)

3.2 Refunds. Any Fee paid to Company under this Agreement is final and non-refundable. To avoid any confusion, Company shall not issue a refund of any Fee for any reason, including, but not limit to, termination of this Agreement, with or without cause, by either Party, discontinuation of the Program or Services, acts of God or force majeure events, impossibility of performance, or frustration of the Agreement’s purpose. Client understands that Company offers the Project and Services conditionally upon Client’s recognition of and acceptance that Company shall issue no refunds for any Fees paid pursuant to this Agreement.

4. Term and Termination.

4.1 Term. This Agreement shall commence as of the Effective Date and remain in effect until terminated as set forth herein (the “Term”).

4.2 Termination by Client. Client may terminate this Agreement, with or without cause, and for any reason, upon thirty (30) days’ written notice of termination to Company. Client shall remain obligated to pay any Fee that becomes owed on or prior to the effective date of the termination.

4.3 Termination by Company. Company may immediately terminate this Agreement at any time Company has Cause to do so. For the purposes of this Agreement, “Cause” shall exist where any of the following occur:

  • the Client breaches the terms of this Agreement (including, but not limited to, the nonpayment or untimely payment of all or any part of the Fee) or any terms of service for a Website through or by which Company offers the Services,
  • breaches any community rules, guidelines, or other rules established by Company for the use of the Services or Materials,
  • acts in an offensive, boorish, abusive, or otherwise detrimental manner to Company, its employees, or any third parties in Client’s use of the Services or Materials,
  • violates any applicable law or regulation,
  • infringes on any rights of third parties,
  • or becomes insolvent or bankrupt, makes a general assignment for the benefit of, or enters into any arrangement with, creditors, files a voluntary petition under any bankruptcy, insolvency, or similar law, or has proceedings under any such laws or proceedings seeking appointment of a receiver, trustee or liquidator instituted against it,
  • or assigns this Agreement or any part thereof without Company’s prior written consent.

4.4 Duration of Access. Client shall receive access to 30 days of private coaching as a component of Program. Client shall receive access to indefinite access to Live Materials as a component of Program. Client shall receive indefinite access to Archived Materials as a component of Program.

4.5 Discontinuation. Notwithstanding the termination provisions otherwise provided in this Section 4, Company shall have the exclusive right to discontinue, at Company’s sole discretion, the Program, the Materials, and the Services provided thereunder upon one (1) years’ notice to the Client. (the “Discontinuation”). Upon serving Client notice of Discontinuation, Company shall be under no further obligation to produce and/or provide additional Live Materials, but Company shall continue to provide Client access to Archived Materials up and until the effective date of Discontinuation.

5. Representations and Warranties.

5.1 Company Representations. Company warrants (a) that it has all necessary rights and authority to execute and deliver this Agreement and perform its obligations hereunder, (b) entry into and performance of this Agreement will not violate any agreement to which Company is a party, and (c) the Services will be performed in a workmanlike manner. THE WARRANTIES CONTAINED IN THIS SUBSECTION ARE COMPANY’S ONLY WARRANTIES CONCERNING THE PROGRAM, SERVICES, MATERIALS, AND/OR ANY WORK PRODUCT, AND ARE MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, INFORMATIONAL CONTENT, NONINFRINGEMENT, INTERFERENCE WITH ENJOYMENT, OR OTHERWISE. ALL SERVICES AND CAMPAIGN CREATIVE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” COMPANY IN NO WAY WARRANTS OR GUARANTEES THAT ANY LEVEL OF PROFIT, REVENUE, SALES, EXPOSURE, OR OTHER METRIC OF SUCCESS WILL RESULT FROM CLIENT’S PARTICIPATION IN THE PROGRAM, RECEIPT OF THE SERVICES, OR EXECUTION OF THIS AGREEMENT. Client expressly agrees that Client’s exclusive remedy for breach of Company’s warranty is the re-performance by Company of the Services failing conform to the warranted standard.

5.2 Client Representations. Client warrants that:

  1. it has full power and authority to enter into this Agreement;
  2. entry into and performance of this Agreement will not violate any agreement to which Client is a party; and
  3. it holds the necessary rights and title to engage Company to perform any and all of the Services described herein.

5.2.1 Limitation on Use. Client further warrants that the Services shall be provided only to the Client and to no other, and that Client’s use shall be solely for Client’s own internal business purposes. For the avoidance of doubt, only the individual who has executed this document as “Client” is permitted access to the Services and Materials under this Agreement, with the exception of the Client’s business partner(s) and/or team member(s), who may also access the Services and Materials under this Agreement. Client represents and warrants that Client shall not

  1. make the Services or any Materials available to, or use the Service for the benefit of, anyone other than Client;
  2. rent, sublicense, re-sell, assign, transfer, distribute, time share, or similarly exploit the Services or any Materials:
  3. reverse engineer, copy, modify, adapt, hack the Services or any Materials, or otherwise attempt to gain unauthorized access to the Services or any Materials or their related systems or networks;
  4. access the Services or Confidential Information (as that term is hereinafter defined) to build a competitive product or service;
  5. alter or remove, or permit any third party to alter or remove, any proprietary trademark or copyright markings incorporated in, marked on, or affixed to the Services or any Materials;
  6. allow Client’s access to the Services or any Materials to be shared or used by anyone other than Client; or
  7. use any software, devices, scripts, crawlers, robots, or other automated processes to copy, scrape, or systematically acquire any content contained within the Services or any Materials without the express written consent of Company. Client expressly acknowledges that any violation of this section would cause the Company imminent irreparable injury and that such party shall be entitled to, in addition to any other remedies available at law or in equity, injunctive relief.

6. Assignment.

Client may not assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder without Company’s prior written approval. Any attempt to do so without such approval will be void.

7. Proprietary Rights and Licenses.

7.1 Intellectual Property Rights. Company owns and shall retain all right, title, and interest (including without limitation all Intellectual Property rights) in the Services and all Materials provided or made available under this Agreement. For purposes of this Agreement, “Intellectual Property Rights” shall mean all intellectual property rights worldwide arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired, including all: (i) patent rights; (ii) rights associated with works of authorship including copyrights; (iii) rights relating to the protection of trade secrets and confidential information; (iv) trademarks, service marks, domain names, trade dress, trade names, and design patent rights; and (v) any right analogous to those set forth herein and any other proprietary rights relating to intangible property. Nothing in this Agreement shall be construed to convey any title or ownership rights to Company’s Intellectual Property Rights, the Services, or any of Company’s other Confidential Information, or to grant to Client any other right, title, or ownership interest to Company’s Confidential Information or Intellectual Property Rights. In no event shall Client reverse engineer, disassemble or decompile any other intellectual property regarding the Services for any purpose, nor shall Client allow any other person to do so. Client expressly recognizes that any violation of this Section would cause imminent irreparable injury to Company, and that Company shall be entitled to, in addition to any other remedies available at law or in equity, injunctive relief in the event of any violation of this Section by Client. Company’s Intellectual Property and Intellectual Property Rights under this Section shall be considered Confidential Information, as that term is hereinafter defined.

7.2 Confidential/Proprietary Information. A party (“Recipient”) which receives Confidential Information of the other party (“Disclosing Party”) under this Agreement shall hold such Confidential Information in strict confidence and take all necessary precautions to protect such Confidential Information (including, without limitation, all precautions it employs with respect to its own Confidential Information, but in no event less than reasonable care). For purposes of this Agreement, “Confidential Information” includes the pricing for the Services, any information, business plan, concept, idea, know-how, process, technique, program, design, formula, algorithm or work-in-process, any engineering, manufacturing, marketing, technical, financial, data, or sales information, or any information regarding customers, client lists, employees, investors, or business operations, and any other information or materials, whether in written, or graphic, or any other form, and whether disclosed orally or electronically, whether tangible or intangible and in whatever form or medium provided, or otherwise which is learned or disclosed in the course of discussions, studies, or other work undertaken between the parties, disclosed by either party, before or after the date hereof, and generally not publicly known, as well as any information generated by a party that contains, reflects, or is derived from such information. Notwithstanding the foregoing, Confidential Information shall not include material or information that: (i) is or becomes a part of the public domain through no act or omission by the receiving party; (ii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; (iii) is rightfully obtained from a third party without any obligation of confidentiality to the receiving party; or (iv) is already known by the receiving party without any obligation of confidentiality prior to obtaining the Confidential Information from the disclosing party. Each party acknowledges that any unauthorized disclosure or use of the Confidential Information would cause the other party imminent irreparable injury and that such party shall be entitled to, in addition to any other remedies available at law or in equity, injunctive relief.

8. Limitation of Liability and Waiver of Subrogation.


9. Indemnification.

9.1 Client shall indemnify, hold harmless and defend Company, its affiliates, and their employees, officers, and directors (together, the “Company Indemnified Parties”) from and against any claims, actions, proceedings, suits and demands brought against the Company Indemnified Parties, and against all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, settlement costs and reasonable attorneys’ fees) incurred by the Company Indemnified Parties arising out of or relating to: (i) Client’s breach of any term or condition of this Agreement, (ii) Client’s use of the Services or any Materials, (iii) Clients unauthorized use of the Services or any Materials, (iv) the violation of any applicable law, regulation, or governmental guidance, (v) any claims related to any representations or claims made by Client or any of Client’s affiliates or agents regarding the Services or any Materials, or (vi) personal injury or property damage sustained by any person resulting from the use of the Services or any Materials. Client shall undertake, at Client’s own cost, the defense of any claim, suit, or proceeding with counsel reasonably acceptable to Company. Notwithstanding the foregoing, Company reserves the right to participate in the defense of any claim, suit, or proceeding, at Company’s expense and with counsel of Company’s choosing.

10. Independent Contractors. The Parties agree and acknowledge that, for all purposes of this Agreement, Company is an independent contractor, and that no employment, partnership, or joint venture relationship is created by this Agreement.

11. Force Majeure. Except as provided in Section 3.2, neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder (excluding payment obligations) due to earthquake, flood, fire, storm, natural disaster, epidemic, pandemic, act of God, war, terrorism, armed conflict, labor strike, lockout, boycott or other similar events beyond the reasonable control of such party, provided that the party relying upon this Section: (a) gives prompt written notice thereof; and (b) takes all steps reasonably necessary to mitigate the effects of the force majeure event.

12. General Terms and Conditions.

12.1 Entire Agreement; Amendments. This Agreement constitutes the entire and only agreement and supersedes any and all prior agreements, whether written, oral, express, or implied, of the Parties with respect to the subject matter hereof. No covenants, representations or warranties other than those contained, incorporated or referred to herein have been made, given or received. This Agreement may not be changed, modified or amended except in writing and signed by each of the Parties.

12.2 Nonexclusive. This Agreement is non-exclusive in nature. Company and Client each reserve the right to enter into the same or similar agreements with other individuals or entities without needing the permission or consent of the other party.

12.3 Headings. Any headings used herein are for ease of reference only and shall not have any effect upon the construction of this Agreement.

12.4 Third Party Benefit. No provisions of this Agreement are intended to, or shall be construed to, confer upon any person, other than the Parties hereto, any rights, remedies or other benefits under or by reason of this Agreement.

12.5 Survival. Sections 3, 5, 6, 7, 8, 9, and all other terms which are of an ongoing nature and/or which, by their nature and context, should reasonably be expected to survive the expiration or earlier termination of the Agreement will survive termination or expiration of this Agreement. In addition, each party will promptly return or destroy the other party’s Confidential Information upon written request.

12.6 Mutuality. The Parties acknowledge and agree that each Party has reviewed this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation of this Agreement.

12.7 Notice. All notices, consents and approvals, including notices of address changes, required or permitted to be given by either party under this Agreement shall be in writing and shall be deemed given when delivered in person or sent by registered or certified mail or by reputable overnight commercial delivery to the following addresses:

To Company: Attn: Overlap Design Growth Sites LLC 1513 Luke St. Fort Collins, CO. 80524

To Client:

12.8 Severability. If any term or provision, or any portion thereof, of this Agreement, to any extent, be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

12.9 Counterparts. This Agreement may be executed in counterparts, each of which when executed and delivered, will be deemed an original. All such counterparts will constitute one and the same instrument, and an electronic, facsimile, scanned, or photographic copy of a Party’s signature, this Agreement shall be deemed and considered to be an original thereof. IN WITNESS WHEREOF, the Parties hereto have executed this Client Services Agreement as of the date last written below.

Step 2 – Sign the Agreement

Success Stories & Testimonials

Nick C.

Fitness Company

We just got the ads up an hour ago – already 4 conversions. They all called and left voicemails.

Every single one of them mentioned the website.

Levi M.

Painting Company

Your designs are working insanely well.
It’s the highest conversion rate I’ve ever seen, I think.

Paul M.

CPA & Accounting Consultant

If you get the chance to work with Overlap Design, do it. The GrowthMapping process was incredibly insightful and energizing.

Tim’s broad base of knowledge combined with that specific to marketing and web creates a very well-rounded strategy. And of course, his positive energy is very motivational.

Justin W.

Digital Strategy Agency

Tim is a CRAZY conversion specialist who helps entrepreneurs and small business owners build high-performing websites.

Jim S.

Premium Coffee Company

Tim and his team made us a LOT of money, saved us a LOT of time, and supercharged our brand & marketing. They took care of everything; studied our business, our customers, & our process.

Overlap Design took all the responsibility, took charge of the project, kept in constant touch… If you get the chance to work with Overlap Design, DO IT. It was worth every penny!

J Philip L.

Cleaning Supply Company

Actually it’s an amazing month… broke TWO records yesterday.
1) We exceeded last year’s full-month of August sales, so that means we have four days to increase vs. last year August.
2) By the end of the day sales exceed the all-time record for “largest month of sales” ever, in the history of our company.

Marketing is very effective; sales of machines are HOT.

Overlap Design