RH Capital Holdings LLC CashFlow Channels Foundations Program Agreement & Rules

[MK1] 

Services Provided

The Client hereby agrees to engage the Contractor to provide the Client with the following services (the “Services”). The Contractor has the necessary qualifications, experience, and abilities to provide the Services and agrees to provide the said Services per this Agreement:

The Contractor shall provide the Services through the CashFlow Channels Foundations Program (hereinafter the “Program”) [MK2] which is educating Clients[MK3]  to help them understand delegation, optimization, and channel fundamentals needed in order to scale a media business with multiple channels. The Client will also receive a lifetime access to the Program’s digital course and a Private Facebook Group dubbed “Cashflow Channels Foundations”.

The Client shall conduct themselves in an understanding and courteous manner and give their best effort to the Program.

Term of Agreement

The term of this Agreement (the “Term”) will begin on the Effective Date  and will remain in [MK4] effect until the completion of the Services, subject to earlier termination as provided in this Agreement.[MK5] 

Currency

Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).

Compensation

The cost of the Program is $2,000 (the “Program Fee”), payable by the Client  in one payment of $2,000. The Invoice submitted by the Contractor will be processed immediately.

[MK6] The Client agrees that the Contractor may auto-charge the Client’s credit card on file for the Program Fee.

Confidentiality

1. Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and Client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

• The Contractor agrees that they will not disclose, copy, [MK7] or use, for any purpose, any  confidential information which the Contractor has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement unless discharged by the Client or by law.

• All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement

• This Section does not apply to information that is: (a) in the public domain; (b) known to the Contractor at the time of disclosure, or (c) rightfully obtained by the Contractor on a non-confidential basis from a third party.

Intellectual Property

Any and all Intellectual Property owned by the Contractor, including any trademarks, trade secrets, patents and copyrights, whether or not appearing on the Contractor’s website, in materials forwarded to Client during the coachingrelationship, or elsewhere, shall at all times constitute the Contractor’s Intellectual Property. Except in circumstances expressly authorized in  writting , no such Intellectual Property, including any material(s) transmitted as part of the Services rendered pursuant to this Agreement, may be copied, reproduced, distributed, republished, uploaded, displayed, posted, or transmitted by the Client to any third party in any way whatsoever without the express, written consent of Contractor.

[MK8] .

Capacity/Independent Contractor

In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service. The Client is not required to pay, or make any contributions to any social security, local, state, or federal tax, unemployment compensation, workers’ compensation, insurance premium, profit- sharing, pension, or any other employee benefit for the Contractor during the Term. The Contractor is responsible for paying, and complying with reporting requirements for, all local, state, and federal taxes related to payments made to the Contractor under this Agreement.

Notice

Any notice required to be given between the Parties pursuant to the provisions of this Agreement shall be in writing and shall be deemed to have been given at the time when actually received as a consequence of any effective method of delivery at their above-mentioned addresses (including email) or such changed address as the Party shall have specified by written notice, provided that any notice of change of address shall be effective only upon actual receipt.

WARRANTY. THE CONTRACTOR MAKES NO WARRANTIES, WHETHER WRITTEN OR ORAL EXPRESS OR  IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO ANY GOODS AND/OR SERVICES PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF RELIABILITY, USEFULNESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR THOSE ARISING FROM THE COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. The Contractor  EXPRESSLY DISCLAIMS THE FOREGOING AND ANY OTHER WARRANTIES WITH RESPECT TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, WHICH ARE PROVIDED AS IS, AND NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY GIVEN BY the Contractor.

[MK9] 

If applicable, the Contractor will pass along to the Client any third-party warranties relating to any goods purchased and/or installed hereunder.[MK10] .

Limitation of Liability

The Client hereby agrees that, unless through the result of the Contractor’s willful misconduct[MK11] , the Contractor’s total liability to the Client for any and all injuries, claims losses, expenses or damages, arising out of or in any way related to [MK12] this Agreement, from any cause or causes, including but not limited to the Contractor’s negligence, errors, omissions, strict liability, breach of contract or breach of warranty (hereafter “Client’s Claims”), shall not exceed the sum of the total Program Fees received from the Client, or $1000.00, whichever is less.

Indemnification

The Contractor agrees to release, indemnify and hold the Client harmless against all claims, losses, expenses, fees  including attorney fees, costs, and judgments that may be asserted against the Client as a result of the acts or omissions of the Contractor, its agents or employees, in connection with their negligent performance of the professional services rendered under this Agreement, to the extent that such losses or damages were caused by any act, failure to act, error, omission, breach of contract, or negligence of the Contractor, and/or its employees. In all claims for Indemnity under this paragraph, the Contractor’s obligation shall be calculated on a comparative basis of fault and responsibility between the Contractor, and any other party involved.

The Client agrees to release, indemnify and hold the Contractor harmless, to the fullest extent permitted by law, from all claims, losses, expenses, fees including attorney fees, costs and judgments that may be asserted against the Contractor, to the extent that such losses or damages were caused by any act, failure to act, error, omission, breach of contract, or negligence of the Client and/or its employees, agents, contractors, subcontractors or representatives, in connection with this Agreement.

Neither party shall be obligated to indemnify the other in any manner whatsoever for claims, losses, expenses, or damages resulting from the other party’s own negligence.

Portfolio / Publicity Use

The Client agrees to allow the Contractor to use the Client’s name and likeness, along with any images, case studies and statistics relating to the subject matter of this Agreement as part of the Contractor’s public portfolio, and in any manner as may be permitted by any Testimonial Release or other similar document executed by the Client.

Termination

●     Either Party may terminate this Agreement prior to completion of the Services, at any time upon giving the other Party no less than ________notice in writing. If a Party wishes to terminate the contract with less than this stated period, the other Party reserves the right to charge costs that they have already paid in advance or incurred.

●     The termination of this Agreement shall not discharge the liabilities accumulated by either Party.

●     Any Clauses intended by the Parties or this Agreement to survive the termination of this Agreement shall survive the termination of this Agreement by whatever cause.

Dispute resolution: Parties agree to settle disputes under this Agreement through (select one)

☐Negotiation                                 ☐Mediation                                   ☐Arbitration                              ☐Litigation.

Modification of Agreement

Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

Time of the Essence

Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

Assignment

The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client which consent shall not be unreasonably withheld or delayed.

Entire AgreementThis Agreement, together with all attachments, schedules, exhibits and other documents that are incorporated by reference herein, constitute the entire agreement between the parties, represent the final expression of the parties’ intent and agreement relating to the subject matter of this Agreement, contain all the terms and conditions that the parties agreed to relating to the subject matter, and replaces and supersedes all prior discussions, understandings, agreements, negotiations and any and all prior written agreements between the parties. [MK13] 

Term of Sale

The Client is NOT entitled to a refund of their investment due to trade secrets revealed in the Program. If the Client objects to this policy,  they should not move forward with purchasing the                          Program. The Client waives any rights to charge-back any purchase made under this Agreement with the Client’s credit card processor. THE CLIENT SHOULD NOT  SIGN THIS AGREEMENT IF THEY  DO NOT AGREE TO THESE TERMS, [MK14] 

Titles/Headings

Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

Gender

Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

Choice of Law

This Agreement shall be governed and construed in accordance with the laws of the State of Texas, excluding that State’s choice-of-law principles., [MK15] 

Choice of Forum

The parties hereby agree that all demands, claims, actions, causes of action, suits or proceedings relating to or arising out of this Agreement, shall be filed, initiated, and conducted exclusively in Travis County, Texas to the exclusion of any other location.

Severability

In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

Waiver

Except where otherwise provided, failure by either party to enforce any of these terms or conditions shall not be a waiver of their right to enforce them. The waiver by either Party of a breach, default, delay, or omission of any of the provisions of this Agreement                          by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

Survival

All provisions that logically ought to survive termination of this Agreement, including but not limited to applicable Representations, Covenants, Warranties, Limitation of Liability, Indemnity, Choice of Law, ForumSelection, and Confidentiality provisions, shall survive the expiration or termination of this Agreement.

Force Majeure

Either party shall be excused from any delay or failure of performance required hereunder if caused by reason of a Force Majeure Event as defined herein, as long as the nonperforming party complies with its obligations as set forth below.

For purposes of this Agreement, “Force Majeure Event” means any event, circumstance, occurrence, or contingency, regardless of whether it was foreseeable, which is a) not caused by, and is not within the reasonable control of, the nonperforming party, and b) prevents the nonperforming party from its obligations under this agreement. Such events may include but are not limited to: acts of war; insurrections; fire; laws, proclamations, edicts, ordinances or regulations; strikes, lock-outs or other labor disputes; riots; explosions; and hurricanes, earthquakes, floods, and other acts of nature.

The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations under this Agreement shall resume. In the event the interruption of the excused party’s obligations continues for a period in excess of thirty (30) days, either party shall have the right to terminate this agreement upon ten (10) days’ prior written notice to the other party.

Upon occurrence of a Force Majeure Event, the nonperforming party shall do all of the following: a) immediately make all reasonable efforts to comply with its obligations under this Agreement; b) promptly notify the other party of the Force Majeure Event; c) advise the other party of the effect on its performance;

d) advise the other party of the estimated duration of the delay; e) provide the other party with reasonable updates; and f) use reasonable efforts to limit damages to the other party and to resume its performance under this Agreement.

Counterparts

The parties agree that this Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall be deemed one and the same Agreement. The parties further agree that e-signatures carry the same weight and effect as traditional paper documents and handwritten signatures; therefore, this Agreement may be electronically signed via any e-signature service compliant with the Electronic Signatures in Global and National Commerce (ESIGN) Act and the Uniform Electronic Transactions Act (UETA) as of the Effective Date of this Agreement.

IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on the date it was signed.

1. Ryan Hildreth CEO of RH Capital Holdings LLC

RH Capital Holdings LLC Signature:

• Client Signature:

Payment Amount: $2,000

Sign:                                                                                       

Date:                                                                                      

 [MK1]All this information is already in the Agreement especially the warranty section hence there is no need to have it repeated.

 [MK2]This also allows you to simply the document by using easier references viz,  “Program” to refer to CashFlow Channels Foundations Program

 [MK3]Its is better to use the same word to refer to the same persons throughout the document to avoid confusing the reader.

 [MK4]This is a repetition

 [MK5]This has been covered below under the modification of the agreement section.

 [MK6]This is unnecessary since by signing the Agreement, the Client agrees to everything in it and nothing needs to be specifically highlighted.

 [MK7]repetition

 [MK8]Copyright and Trademarks are Intellectual property and the unauthorized use of the Contractor’s intellectual property has already been covered, there is no need to break the intellectual properties down again.

 [MK9]Both paragraphs are unnecessary since you have already stated that the Services are provided “As Is” meaning it comes with defects that the Client acknowledges. When it comes to liability for third parties, persons and entity, you will not be liable unless they are your employees or agents in which case you cant escape liability.

 [MK10]repetition

 [MK11]Repetition.

 [MK12]Select one option between “Services” and Agreement”.

 [MK13]Repetition.

 [MK14]This part sounds combative.

 [MK15]This is a repetition, the preceding text is enough to communicate the governing law is that of Texas.

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Program Agreement & Rules