Advisor Protocol Master Services Agreement

This Master Services Agreement (“Agreement”) is made as of the date set forth on the Service Level Agreement by and between USA Financial Advisor Protocol Corporation (“AP”), a Kansas Corporation and “Advisor.”

The Protocol

Advisor acknowledges that AP owns “the Advisor Protocol,” subject to the rights and limitations as set forth in any collaborative agreements with Pareto Systems. The Advisor Protocol is a proprietary marketing system and processes associated with that system (collectively herein, “The Protocol”), and Advisor desires to use the Protocol in connection with developing, marketing, and implementing branding to promote the Advisor’s business. AP wants to help Advisor utilize the Protocol and to do so, wants to grant Advisor a “non-exclusive” license to use the Protocol.

Brand Identity, Creation & Application

Advisor also seeks AP’s consulting and creative services in designing and developing a “Core Brand,” and “Core Deliverables” to use in conjunction with the Process (“the Brand”), subject to the terms and conditions contained in this Agreement and as set forth in the Service Level Agreement.

In consideration of the mutual promises and covenants set forth herein, and for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follow:

The Licenses

  1. License to Use the Protocol: AP hereby grants the Advisor, and the Advisor hereby accepts, a non-exclusive non-assignable license to use the Protocol, in connection with the developing, marketing, and operating the Advisor’s business, subject to the termination provisions of this Agreement. Nothing in this Agreement shall be construed to prevent AP from granting any other licenses for the use of the Protocol or from utilizing the Process in any manner whatsoever.
  1. License to Use the Core Brands: AP also grants the Advisor a License to use the Core Brand designed and developed in conjunction with the consulting services provided by AP, and as specified in the Service Level Agreement.
    • Tier 1 -Established Core Brand: Advisor shall have a Non-Exclusive License to use any Established Core Brand, and AP retains the full right to grant additionally licenses to any Established Core Brand without limitation.
    • Tier 2 – Customized Core Brand: Advisor shall have a Partially Exclusive License to use a Customized Core Brand developed by AP for Advisor’s exclusive use within a defined geographic territory. AP retains the right to grant sublicenses to use the AP Developed & Owned Core Brand outside the territory. The territory shall be limited to a 50-mile radius of Advisor’s main office address, unless otherwise agreed upon and set forth in the Service Level Agreement.
    • Tier 3 – Exclusive Brand: AP Shall have a limited, royalty free license to use any AP Developed & Advisor Owned Core Brand for use in its marketing materials, which shall include naming Advisor as a client of AP. AP agrees that it will not license the Exclusive Brand or use the Exclusive Brand in any way.

Who Owns the Protocol and the Core Brands?

  1. Ownership and use of the Protocol: The Advisor acknowledges that AP owns the Protocol, and all rights therein, subject to rights and limitations of other third parties, and that nothing in this Agreement shall give the Advisor any right, title, or interest in or to the Protocol other than pursuant to the license granted by the terms of this agreement. The Advisor agrees that it will not take steps that are inconsistent with the AP’s ownership of the Protocol and shall not claim adversely to AP or assist any third party in attempting to claim adversely to AP, with regards to such ownership.
  1. Ownership of the Brand: Ownership of any Brand developed in conjunction with this Agreement is based upon the level of service as set forth in the Service Level Agreement, and as outlined below:
    • Tier 1 – Established Core Brand: Advisor acknowledges that AP owns a Process Collection of “Established Core Brands,” and nothing in this Agreement shall give Advisor any right, title, or interest in or to any Established Core Brand used in conjunction with this agreement other than pursuant to the Non-exclusive license granted herein.
    • Tier 2 – Customized Core Brand: Advisor acknowledges that AP owns any right to a Customized Core Brand developed in conjunction with this agreement, and nothing in this Agreement shall give Advisor any right, title, or interest in or to any Established Core Brand used in conjunction with this agreement other than pursuant to the Partially-exclusive license granted herein.
    • Tier 3 – Exclusive Brand: AP retains the right to use the Exclusive Brand name in its marketing materials, which shall include naming Advisor as a client of AP. AP agrees that it will not license the Exclusive Brand or use the Exclusive Brand in any way. AP Acknowledges that Advisor owns any right to an Exclusive Core Brand developed in conjunction with this agreement, and nothing in this Agreement shall give AP any right, title, or interest in or to any Exclusive Brand, other than the limited license granted herein.

Quality Control of the Core Brands

  1. Advisor agrees to maintain and preserve the quality of the Licensed Core Brand and to use, the Established Core Brand and the Customized Core Brand (“collectively, Licensed Core Brands”) only in good faith and in a dignified manner consistent with such Advisor’s use of the Licensed Core Brand prior to the Effective Date and in accordance with the terms of this Agreement. In addition, Advisor shall ensure that all products and services provided by such Advisor and under the Licensed Core Brand will be of sufficiently high quality to protect the Licensed Core Brand and the goodwill symbolized thereby. An Advisor shall not, by any act or omission use or permit use of the Licensed Core Brand in any manner that tarnishes, degrades, disparages or reflects adversely on AP or its business or reputation or that would be detrimental to the Licensed Core Brand or their associated goodwill.
  1. Each Advisor agrees to use the Licensed Core Brand only in accordance with such quality standards as may be reasonably established by AP and communicated to such Advisor from time to time in writing, or as may be agreed to by AP and such Advisor from time to time in writing. Advisor shall obtain AP’s prior written approval of any material change in the style and manner in which any Licensed Core Brand is proposed to be used by such Advisor and shall use the Licensed Core Brand only in a style and manner commensurate with the standards and reputation for quality associated with the Licensed Core Brand. Each Advisor agrees not to register or attempt to register in any jurisdiction any trademark or service mark that is confusingly similar to any of the Licensed Core Brand or which would reasonably be expected to result in dilution of any of the Licensed Core Brand.
  1. Each Advisor shall permit AP or its duly authorized representative, upon reasonable notice, to inspect and review all business locations and materials of Advisor s and any and all uses of the Licensed Core Brand by Advisor for the purposes of assuring use of the Licensed Core Brand in a manner consistent with this Agreement and that the products and services associated with the Licensed Core Brand meet AP’s quality standards as contemplated hereby. Upon request by AP, Advisor will furnish to AP representative samples of all advertising and promotional materials in any media that are used in connection with the Licensed Core Brand. Advisor will make all changes to such materials that AP reasonably requests to comply with this Section 1.2 or to preserve the validity of, or AP’s rights in, the Licensed Core Brand.
  1. License & Consulting Fee: Advisor agrees to pay AP a fee for the use of the Protocol, consulting services, and the development of any Core Brand pursuant to this Agreement, and as set forth in the Service Level Agreement and any accompanying invoices. The first payment shall be due on or before Advisor begins to use the Protocol.
  1. Representations and Warranty: AP represents and warrants that it has the right and power to grant the licenses granted herein with respect to the Protocol and that there are no other agreements with any other party in conflict herewith. The Advisor further represents and warrants that to the best of its knowledge, without inquiry, the Protocol does not, and the Advisor’s usage of the Protocol in accordance with this Agreement will not, infringe any valid right of any third party.
    • The Adviser represents and warrants that it will cooperate with AP in creating a Non-Exclusive or Partially Exclusive Brand, and the Adviser will provide AP reasonable access to information and materials as necessary for AP to perform and carry out its obligations under the Agreement.
    • Except as expressly set forth herein, nothing in this Agreement shall be construed as: (i) a warranty or representation by AP as to the validity or scope of any Core Brands; (ii) a warranty or representation by AP that any use of the Non-Exclusive of Partially-Exclusive Core Brands under any license granted under this Agreement is or will be free from infringement of any trademarks or tradenames of third persons; or (iii) conferring a right to use in advertising, publicity, or otherwise any other trademark or tradename of AP.
    • EXCEPT AS TO THOSE MATTERS EXPRESSLY COVERED BY THE REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT, (I) ADVISER ACKNOWLEDGES THAT AP IS PROVIDING THE LICENSED CORE BRANDS ON AN “AS IS, WHERE IS” BASIS, AND THAT AP DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS AND GUARANTIES, WHETHER EXPRESS OR IMPLIED AND (II) PURCHASER FURTHER ACKNOWLEDGES THAT IR IS MAKING NO REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND NO IMPLIED WARRANTIES WHATSOEVER.
  1. Term and Termination: This Agreement and any licenses granted herein shall be effective as of the date of this Agreement and shall terminate upon written notice provided by any party, or an event described herein. Upon the termination of this Agreement, the Advisor agrees to: (i) promptly discontinue all use of the Protocol and/or any Non-Exclusive or Partially Exclusive Core Brand developed as a part thereof; and (ii) promptly take all steps to refrain from using the Protocol and/or any Non-Exclusive or Partially Exclusive Core Brand in advertising, commercial registers, directories, Internet and Web sites, telephone listings, and all other similar listings.
  1. Protection of AP’s Rights: The Advisor will not take any actions, or aid or assist any other party to take any action that would infringe on, harm, or contest the proprietary or other rights of AP in and to the Process.
    • The Advisor agrees to promptly notify AP of any and all infringements, imitations, simulations, or other illegal use or misuse of the Process, which come to the Advisor’s attention. As the sole owner of the Process, AP shall determine whether to take any action to prevent the infringement, imitation, simulation, or other illegal use or misuse of the Process but will, at its own expense, take all necessary actions as may be necessary to institute and prosecute lawsuits against third persons for any material infringement or unfair competition with respect to the rights licensed in this Agreement.
    • The Advisor agrees at AP’s expense to cooperate in such action, including without limitation, joining as a party. If AP elects not to take such action, with respect to any nonmaterial infringement or unfair competition with respect to the rights licensed in this Agreement, the Advisor may take such action at the Advisor’s expense. In this event, AP shall, at the Advisor’s expense, cooperate in such action, including, without limitation, joining as a party. Any money recovered by way of damages or otherwise with respect to such action shall be kept by the party, which bore the costs of such action, or, in any case where the parties have shared the costs, such money shall be shared in proportion to the costs borne by each party. Upon request of the party bringing the lawsuit, the other party shall execute all papers, testify on all matters, and otherwise cooperate in every way necessary and desirable for the prosecution of any such lawsuit.
    • Nothing contained in this Agreement shall be construed as an assignment or grant to the Advisor of any right, title, or interest in or to the Process other than the License, it being understood that all other rights relating to the Process are reserved by AP.
  1. Confidentiality: The Advisor acknowledges that the Process is proprietary or non-public (collectively “Confidential Information”) and the Advisor agrees to hold such Confidential Information in confidence. Confidential Information shall be used by the Advisor only in connection with the terms under this Agreement and shall not be disseminated without AP’s written approval, which shall be within AP’s sole discretion. Confidential Information shall not be deemed to include information which a) is in or becomes in the public domain without violation of this Agreement by The Advisor, or b) is rightfully received from a third entity having no obligation to AP to keep such information confidential and without violation of this Agreement. In reciprocal, AP agrees to hold confidential all trade secrets of and proprietary methods employed by the Advisor in fulfillment of the services it renders pursuant to this Agreement that are designated as trade secrets or proprietary methods by The Advisor in writing to AP.
  1. Indemnification:
    • The Advisor agrees to defend, indemnify and hold harmless AP, its officers, affiliates, directors, agents, and employees from and against any and all property damage, personal injuries or death, and other liability, loss, cost, expense, or damage, including without limitation, court costs, and reasonable attorney’s fees arising out of using the Process, and from AP’s breach of any of the terms of this Agreement.
    • AP agrees to defend, indemnify, and hold the Advisor and its officers, directors, agents, and employees, harmless against all costs, expenses, and losses (including reasonable attorney’s fees and costs) incurred through claims of third parties against the Advisor challenging the authenticity or validity of AP’s rights in and to the Process or alleging that the Advisor’s or AP’s use of the Process infringes the rights of another. The Advisor shall have the right to obtain its own separate legal counsel and to participate in any such action at its own expense.
    • The Advisor shall cooperate in good faith and take any and all reasonable actions requested by AP in connection with any such claim. Neither party shall consent to any settlement or other resolution of any such action that requires the other party to take or refrain from taking any action or to pay any money, without the prior written consent of the affected party.
  1. Notice: All notice to the parties hereby shall be deemed to have been duly given when sent by registered mail, return receipt requested, or telegram or facsimile duly acknowledged, to such parties at the addresses hereinbelow indicated for their principal office:
    • To AP: Andrea McGrew
      6020 Fulton St. E
      Ada, MI 49301
  1. Waiver: No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition, whether of like or different nature.
  1. No Assignment. Nothing contained in this Agreement shall be construed as an assignment to Advisor or any other Person of any right, title or interest in or to the Process, an Established Core Brand, or an Exclusive Core Brand it being understood and acknowledged by Advisor that all use thereof in any Territory shall inure exclusively to and be for the benefit of AP.
  1. No Other Relationship: This Agreement does not constitute and shall not be construed as constituting a relationship of agency, partnership, or joint venture between the parties, and neither party shall have the power to obligate or bind the other party in any manner whatsoever.
  1. Amendments: This Agreement may not be amended or modified except by written documents signed by all parties.
  1. Severability: Whenever possible, each provision of this Agreement shall be interpreted so as to be effective and valid under applicable law. If any provision of this Agreement is held to be prohibited by, or invalid under, applicable law, the remainder of the Agreement and any other application of such provision shall not be affected thereby.
  1. Counterparts: This Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument. All such counterparts together shall constitute one and the same Agreement.
  1. Electronic Transmission: The electronic transmission of a signed copy of this Agreement or any amendment thereto to the other party or her agent, shall constitute delivery of such document.
  1. Headings: The titles and heading of the various sections of this Agreement have been inserted only for convenience of reference. They are not part of this Agreement and may not be used to construe or interpret any of the terms hereof.
  1. Expense of Enforcement: If any action, arbitration, proceeding or litigation is commenced to enforce any provision of this Agreement, then the prevailing party shall be entitled to be reimbursed by the unsuccessful party for all costs incurred in connection with such action, proceeding, or litigation, including a reasonable allowance for attorney’s fees and costs, which amount shall be added to and become part of the final decision in such matter.
  1. Choice of Law: This Agreement shall be governed by, and construed in accordance with, the law of the State of Michigan without giving effect to principles of conflict of laws.
  1. Binding Arbitration Agreement: Confidential Binding Arbitration. Any and all disputes and disagreements that may relate or arise with respect to this Plan, including without limitation, its awards, terms, conditions, application, or administration, will be resolved or by final and binding confidential arbitration.
    • Agreement to Arbitrate. In consideration of participating in this Plan, each Participant agrees that ALL CLAIMS OR CONTROVERSIES, AND ANY RELATED ISSUES, that may arise at any time between or among USA Financial, the Operating Subsidiaries, their shareholders, directors, officers, employees, agents, and Participants concerning any action or omission with respect to this Plan; the construction, performance, or breach of this Plan; the breach of any common law or statutory duty relating to this Plan or the transactions or activities to which it pertains; or the violation of any applicable federal or state law of any nature (each and together, a “Claim”) SHALL BE RESOLVED BY CONFIDENTIAL BINDING ARBITRATION RATHER THAN BY A LAWSUIT IN A COURT OF LAW.
    • Arbitration Forum. Any arbitration pursuant to this Agreement shall be conducted in accordance with, and governed by, a mutually agreeable arbitration forum, but, in the absence of such agreement, then JAMS (f/k/a Judicial Arbitration and Mediation Services) (https://www.jamsadr.com/) or its successor, and under its Comprehensive Arbitration Rules & Procedures or, if required by FINRA rules, then pursuant to FINRA Rule 13000, Code Of Arbitration Procedure For Industry Disputes. In the absence of mutual agreement, the arbitration shall be heard by a single arbitrator selected in accordance with the applicable forum’s rules and procedures.
    • Arbitration Demand. Any arbitration must be commenced by delivery to the other party of a written demand for arbitration or a written notice of intention to arbitrate setting forth in detail the claim or controversy to be arbitrated and attaching all relevant documents relating to the basis for the Claim. The location for all arbitration proceedings shall be in a mutually agreeable location but, in the absence of such agreement, then in Kent County, Michigan.
    • Arbitration Award. The arbitrator shall issue a written and reasoned decision with the award with an explanation for the calculation of any damages. The arbitrator may award attorneys’ fees and costs to the prevailing party. The award of the arbitrator, or of the majority of them, shall be final and binding; judgment upon the award rendered may be entered in any federal or state court having jurisdiction. Participant agrees and consents that any state or federal court located in Kent County, Michigan shall have personal and subject matter jurisdiction to enter judgment on an arbitration award. The arbitration pleadings, proceeding, all evidence, and all orders issued by the arbitrators shall be confidential and shall not be publicly disclosed except as necessary to enforce the award.
  1. Entire Agreement. This Agreement and any attachments or Schedules contain the entire agreement between the parties and supersedes all prior negotiation, drafts, and other understandings which the parties may have had concerning the subject matter hereof.