This Master Services Agreement (this “Agreement”) is made and entered into as of today or the date of payment (the “Effective Date”) by you (your Company) and between Instant-Business.com / RealEstateTrainingLabs.com / Bryan Short PPC / (the “Contractor”), a Nevada Limited Liability Corporation, having a principal place of business at 8921 W Sahara Ave Las Vegas NV 89117
Overview: The Contractor is a Media Buyer / Ad Agency specialized in Search PPC Traffic from Google and Microsoft in Real Estate. The funnel flow starts with search keywords that are triggered by mixed geographic / area / audience targeting that represents your market area, these consumers click the ads then some become leads on your IDX website. We do not guarantee any number of leads, cost per lead, revenue, etc. However it is highly recommended that you spend budget in proportion to how much income you want to make from your ad budget as it is directly proportional.
There are 9 different ad types in Google and Microsoft our core service only covers ONE - Search Ads / keep in mind this also assumes that the keywords are property related NOT investor or agent related, and the landing pages are built by our team from the agent's IDX platform site for search results.
Solutions / Services We Commonly Provide Clients
Tracking / Monitoring - Via Google Analytics and Private Methods
Ads Management - We'll build all the areas you are willing to drive to and have budget to target. General assumption is at least $1,500 per month in ad budget per county at the low. Up to 3 counties without a a-la-cart charge.
Legal Compliance / RESPA Compliance - Our structures are set up to respect fair housing, legal compliance, and lender billing integrations. Keep in mind it is up to you to verify our agreements are acceptable to you and in your state and specific situation.
Sales Choreography How to get wealthy people to want to buy a home from you.
Other similar terms that represent our client base: Agent / Lender / Affiliate / Team Owner / Broker
References to Our Company: Contractor / Media Buyer / Ads Manager / PPC Manager / Ad Manager / Ad Agency
In consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Contractor (hereinafter, collectively, the “Parties”, or each, individually, a “Party”) agree as follows:
Search engine campaign creation, keyword, tracking management, IDX integration, sales choreography training.
Statements of Work.
The Contractor shall provide the services and deliverables (hereinafter, the “Services”) set forth in one or more statements of work signed by both Parties and specifically referencing this Agreement (each, a “Statement of Work”). The initial accepted Statement of Work is attached hereto as Exhibit A. Additional Statements of Work substantially in the same form as the Statement of Work attached hereto shall be deemed incorporated into and governed by the terms of this Agreement.
If additional Statements of Work are executed, then the Company shall pay the Contractor for all Services performed prior to the additional Statement of Work before the Contractor begins work on the new Statement of Work.
Either Party may propose changes to a Statement of Work (whether in scope, time frames, or costs) by submitting a written request to the other Party (“Change Order Request”). In the event the Company submits a Change Order Request to the Contractor which would change the billing fees of the Contractor, the Contractor shall provide the Company with a written or verbal quote setting forth in detail any changes or additions to (i) the Services, (ii) the delivery schedule or any applicable performance milestones, (iii) the estimated fees and costs, and (iv) any other material terms, within a reasonable time after receipt of the Change Order Request.
Promptly after receipt of a Change Order Request or a written quote, the Parties shall negotiate and agree in writing on the terms of any revisions to an existing Statement of Work (“Change Order”). Both Parties agree to act in good faith and promptly when considering a Change Order Request by the other Party, but neither Party is obligated to execute a Change Order. A Change Order will be binding only if signed by both Parties. Upon its execution, such Change Order will be deemed an amendment to the applicable Statement of Work. Absent the execution of such a Change Order, the Parties will proceed to fulfill their obligations under the applicable Statement of Work.
Launching new accounts - 2-3 weeks from first set up payment, this assumes you provided the login details to your site / crm idx and the feed / site is already legally compliant and functioning.
Changing budget - 1 week - budget changes happen pretty quickly
Adding additional areas / geo locations - 2 weeks
Changing platforms - 3 weeks, similar to launching new accounts.
Compensation and Expenses.
Note there are two types of fees.
1: Service fees (most commonly referred to as management)
2: Ad Budget (often called target budget, campaign spend, ad spend)
The two fees are NEVER mixed on an invoice or in expenses.
Set up Fee: $1,497 One Time (Includes the first month of Management - timeline for management being included begins when leads start flowing to IDX / CRM)
Management Fee / Monthly
$497mo for accounts under $3,000 per month
$697mo for accounts between $3,000-$5,000 per month
$997mo for accounts between $5,000-$10,000 per month
Ad Budget: Available in blocks of $250 from $250 to $10,000 per month.
Up to 5 cards and emails can be put on file for each account without additional fees. It is NOT possible to use the same email for more than one account. Any communication regarding your account needs to come from the same email you are using in our billing software, do NOT change emails when paying or else that will create new accounts!
In consideration for the Services to be performed and the rights granted to the Company hereunder, the Company shall pay the fees set out in each Statement of Work (the “Fees”). Unless otherwise stated, the Fees do not include, and the Company shall be responsible for, any local, state, federal or foreign taxes (but not taxes based on income or assets of the Contractor), levies, duties, or similar governmental assessments of any nature including, without limitation, sales, use, value-added or withholding taxes arising from this Agreement.
Except as expressly set forth in the applicable Statement of Work, the Company shall reimburse the Contractor for all reasonable expenses incurred in connection with the performance of the Services.
Except as expressly set forth in the applicable Statement of Work, the Contractor shall invoice the Company in a timely manner for all Fees and expenses due hereunder. The Company will pay the full amount of each invoice within 1 business day following receipt thereof, but in no event more than 5 business days after completion of the Services performed pursuant to the applicable Statement of Work.
Except as expressly set forth in the applicable Statement of Work, all late payments shall bear interest at the lesser of the rate of one and a half percent (1.5%) per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. The Company shall also reimburse the Contractor for all reasonable costs incurred in collecting any late payments including, without limitation, attorneys’ and collection agency fees. In addition to all other remedies available under this Agreement or at law (which the Contractor does not waive by the exercise of any rights hereunder), the Contractor shall be entitled to suspend the provision of any Services if the Company fails to pay any amount when due hereunder and such failure continues for ten 3 days following written notice thereof.
Obligations of the Contractor.
The Contractor shall use reasonable efforts to meet any deadlines specified in this Agreement or any Statement of Work. Any such deadlines shall be estimates only.
Compliance with Laws.
The Contractor agrees to comply with all federal, state, county, and local laws, ordinances, and regulations applicable to the performance of the Services under this Agreement and any Statement of Work.
Obligations of the Company.
The Company shall cooperate with the Contractor in its performance of the Services and shall promptly respond to any requests from the Contractor for information, instructions, feedback, or approvals required by the Contractor. If required by the Contractor, the Company shall also provide access to the Company’s systems, employees, contractors, and premises to enable the Contractor to provide the Services.
Relationship of the Parties.
The Contractor’s relationship with the Company is that of an independent contractor, and nothing in this Agreement is intended to, or shall be construed to, create a partnership, agency, joint venture, employment, or similar relationship. The details of the method and manner for performance of the Services by the Contractor shall be under the Contractor’s own control, the Company being interested only in the results thereof. The Contractor shall be solely responsible for supervising, controlling, and directing the details and manner of the completion of the Services. The Contractor is not authorized to make any representation, contract, or commitment on behalf of the Company unless specifically requested or authorized in writing to do so by the Company.
Unless provided otherwise under this Agreement, the Contractor will not be entitled to any of the benefits that the Company may make available to its employees including, but not limited to, group health or life insurance, profit-sharing, or retirement benefits. The Contractor is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state, or local tax authority with respect to the performance of the Services and receipt of compensation under this Agreement. No part of the Contractor’s compensation will be subject to withholding by the Company for the payment of any social security, federal, state, or any other employee payroll taxes. To the extent required by applicable law, the Company will file a Form 1099 with the IRS, reporting all amounts that it pays to the Contractor under this Agreement.
Intellectual Property Rights.
The Company is and will be the sole and exclusive owner of all leads that enter the CRM IDX system. Keep in mind we cannot control or predict if these leads already exist or will exist in the future in another agents CRM but we do NOT syndicate or share the leads.
Market stats show that there are roughly 5 million homes that sell in North America in a year, yet there are well over 85 million leads created in a year.
The Contractor is and will be the sole and exclusive owner of the Google Analytics / Google Tag Manager / Google Ads / Microsoft Ads / Microsoft Clarity and other softwares and intellectual property. The agent / user will never have access to these accounts during or after the relationship.
Definition of Confidential Information.
From time to time during the Term of this Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”) non-public, proprietary, and confidential information of the Disclosing Party including, without limitation, any information, materials or knowledge regarding the Disclosing Party and its business, financial condition, products, programming, techniques, customers, suppliers, technology, research, and development, in each case whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of the Receiving Party’s breach of this Agreement; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source that was not legally or contractually restricted from disclosing such information; (c) was in the Receiving Party’s possession prior to the Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by the Receiving Party without using any Confidential Information.
Non-Disclosure and Non-Use Obligations.
The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s affiliates and its or their employees, officers, directors, partners, members, managers, agents, service providers, attorneys, accountants, and financial advisors, who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.
Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency; provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. The Receiving Party shall promptly provide written notice of any such order to the Disclosing Party to permit the Disclosing Party to contest the order or seek confidentiality protections.
Notwithstanding anything to the contrary herein, the Contractor and its personnel shall be free to use and employ its and their general skills, know–how, and expertise, and to use, disclose, and employ any generalized ideas, concepts, know–how, methods, techniques, or skills gained or learned during the course of performing the Services, so long as it or they acquire and apply such information without disclosure of any Confidential Information of the Company and without any unauthorized use or disclosure of the Work Product.
Notice of Immunity Under the Defend Trade Secrets Act of 2016.
The federal Defend Trade Secrets Act of 2016 provides immunity in certain circumstances to employees, contractors, and consultants for limited disclosures of a company’s trade secrets. Specifically, employees, contractors, and consultants may disclose trade secrets: (i) in confidence, either directly or indirectly, to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, employees, contractors, and consultants who file retaliation lawsuits for reporting a suspected violation of law may also: (A) disclose the trade secret to his/her attorney, and (B) use the information in related court proceeding, as long as the individual files documents containing the trade secret under seal, and does not otherwise disclose the trade secret except pursuant to court order.
Representations and Warranties.
Representations and Warranties By the Contractor.
The Contractor represents and warrants that it will perform the Services in a timely, professional, and workmanlike manner. If the Contractor’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Company or its agents, subcontractors, consultants or employees, the Contractor shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by the Company, in each case to the extent arising directly or indirectly from such prevention or delay.
EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION, THE CONTRACTOR HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER THIS AGREEMENT, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
Representations and Warranties By the Company.
The Company hereby represents and warrants to the Contractor that:
The Company has full power and authority to enter into this Agreement and to perform all of its obligations in this Agreement;this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company, and is enforceable against the Company in accordance with its terms;the Company is in compliance with and shall comply with all applicable laws, ordinances, rules, and regulations; andthe Company is not in bankruptcy, receivership or conservatorship. The Company has the requisite financial resources and ability to meet its obligations under this Agreement.Has not been blacklisted by google or microsoft, is willing to pause any campaigns in google accounts with same domain and cancel the account to avoid issues, understands that Contractor owns the agency account and associated google and microsoft accounts for this use, the company will never gain access or ownership of the accounts.The company agrees to allow the contractor admin access to their IDX platform and run Contractor owned and managed google analytics and tag manager accounts.
Term and Termination.
This Agreement will commence on the Effective Date (first day or receipt emailed after payment) and will continue every month unless earlier terminated in accordance with this Section (the “Term”).
This Agreement shall commence as of the Effective Date and, unless sooner terminated pursuant to this Section, shall continue for a period of thirty (30) days after which it will automatically renew for an additional thirty (30) days unless either Party gives at least thirty (30) days written notice of non-renewal prior to the end of the then-current term (the “Term”).
Termination By the Company.
The Company may terminate this Agreement or any Statement of Work or both without cause upon [thirty (30) calendar days’] written notice to the Contractor. The Company may also terminate this Agreement or any Statement of Work or both, upon 15 calendar days’ written notice to the Contractor, if the Contractor materially breaches this Agreement or any Statement of Work and such breach is incapable of cure, or with respect to a material breach capable of cure, the Contractor does not cure such breach within ten (10) calendar days after receipt of written notice of such breach.
Termination By the Contractor.
The Contractor may terminate this Agreement or any Statement of Work or both at any time, with or without cause, with termination effective upon fifteen (15) calendar days upon the Contractor’s delivery to the Company of written notice of termination.
Effect of Expiration or Termination.
For the avoidance of doubt, the termination of any one particular Statement of Work will not terminate this Agreement. If the Contractor’s services are terminated prior to the completion of all Services described in any outstanding Statement of Work, the Contractor shall be entitled to payment for any Services already performed in accordance with this Agreement and the applicable Statement of Work through the date of the notice of termination, or such other amount as may be specified in the applicable Statement of Work.
Upon the expiration or termination of this Agreement for any reason, or at any other time upon the Company’s written request, the Contractor shall within a reasonable time after such expiration, termination or request:
Pause the ad campaigns and remove / delete the login details to the Company's IDX / CRM.
Should the lead details exist in a CRM owned by the Contractor (this is rare) we will export the lead information as a CSV file and email it to the account owner.
The rights and obligations of this clause and Section 5 (Relationship of the Parties), Section 6 (Intellectual Property Rights), Section 7 (Confidentiality), Section 8 (Representations and Warranties), Section 10 (Indemnification), Section 11 (Limitation of Liability), Section 12 (Disputes), Section 13 (Miscellaneous), and any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement. With respect to Confidential Information that constitutes a trade secret under applicable law, the rights and obligations set forth in Section 7 (Confidentiality) hereof will survive such termination or expiration of this Agreement until, if ever, such Confidential Information loses its trade secret protection other than due to an act or omission of the Receiving Party or its affiliates and its or their employees, officers, directors, partners, members, managers, agents, independent contractors, service providers, attorneys, accountants, and financial advisors.
The Company shall indemnify, defend, and hold harmless the Contractor and its affiliates and their respective officers, directors, employees, agents, affiliates, successors, and permitted assigns from and against any and all losses, claims, actions, suits, complaints, damages, liabilities, penalties, interest, judgments, settlements, deficiencies, disbursements, awards, fines, costs, fees, or expenses of whatever kind, including reasonable attorneys’ fees, relating to any claim of a third party arising out of or relating to the Company’s gross negligence, willful misconduct, or material breach of this Agreement.
Limitations of Liability.
IN NO EVENT SHALL THE CONTRACTOR BE LIABLE TO THE COMPANY OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT THE CONTRACTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
IN NO EVENT SHALL THE CONTRACTOR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED [TWO (2)] TIMES THE AGGREGATE AMOUNTS PAID OR PAYABLE TO THE CONTRACTOR PURSUANT TO THIS AGREEMENT THE ONE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
This Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Nevada, without giving effect to any conflict of law principles.
Dispute Resolution and Jurisdiction.
Any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, shall be submitted to and decided by a single arbitrator by binding arbitration under the rules of the American Arbitration Association in Clark County Nevada. The decision of the arbitrator shall be final and binding on the Parties and may be entered and enforced in any court of competent jurisdiction by either Party. The prevailing Party in the arbitration proceedings shall be awarded reasonable attorney fees, expert witness costs and expenses, and all other costs and expenses incurred directly or indirectly in connection with the proceedings, unless the arbitrator shall for good cause determine otherwise.
Successors and Assigns.
Neither Party shall assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the other Party’s prior written consent; provided that either Party may assign or delegate any of its rights and obligations hereunder to any person or entity that acquires substantially all of such Party’s assets. Any purported assignment or delegation in violation of this Section shall be deemed null and void. No assignment or delegation shall relieve either Party of any of its obligations under this Agreement. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
Any notice required or permitted by this Agreement shall be in writing or verbal and shall be delivered as follows, with notice deemed given as indicated: (a) by personal delivery, when actually delivered; (b) by nationally recognized overnight courier, upon written verification of receipt; (c) by email or facsimile transmission, upon acknowledgment of receipt of electronic transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth above or to such other address as either Party may provide in writing. (e) if the Company verbally asks to change budget or adjust other services this is valid but it is requested that either party email to confirm the verbal order.
This Agreement, together with all Statements of Work and any other documents referenced herein, constitutes the entire agreement of the Parties with respect to the subject matter contained herein. This Agreement supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the subject matter hereof. Where the terms of a Statement of Work conflict with the terms of this Agreement, which existed prior to such Statement of Work, the terms of this Agreement shall prevail, except to the extent that the Statement of Work expressly states that this Agreement is to be overridden or modified.
This Agreement may only be amended, modified, or supplemented by a written agreement signed by each Party hereto. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
All rights and emedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties, or otherwise.
If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original copy of this Agreement, and all of which, taken together, shall be deemed to constitute one and the same agreement. Signatures hereto may be delivered electronically (including by facsimile transmission or email (including through a .pdf file)), and any such electronic copy or reproduction thereof shall be deemed an original.
The Contractor shall not be liable or responsible to the Company, nor be deemed to have defaulted or breached this Agreement or any Statement of Work, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of the Contractor including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, suspension by ad network, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either Party’s workforce), restraints or delays affecting carriers or the inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown, or power outage (each, a “Force Majeure Event”). In the event of an occurrence of a Force Majeure Event, the Contractor shall give notice of suspension as soon as reasonably practicable to the Company stating the date and extent of such suspension and the cause thereof, and the Contractor shall resume the performance of such obligations as soon as reasonably practicable after the removal of such cause in WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
8921 W Sahara Ave Las Vegas NV 89117
509-685-3332 / 702-834-0022