EXIST FOUNDER DEVELOPER AGENT MARKETING AGREEMENT - FINAL


EXIST FOUNDER DEVELOPER AGENT MARKETING AGREEMENT

 

This Agent Marketing Agreement (“Agreement”) is dated as the *, day of * by and between * an Exist Licensed Founder Developer (“Founder Developer”), whose address for notice purposes is *; Exist Holdings, Inc., a Delaware Company with a primary place of business located at PO Box 1880 Park City UT 84060 (“Exist”), and *, (“you” or “Marketer”), whose address for notice purposes is *.

 

I. Recitals

  • WHEREAS, Exist is a Declarant Developer; that owns a technology services company that acts as a privately held for-profit Technology Contractor and Services Provider named Exist Crypto Inc., and a decentralized, Marketer Owner-Operated, no monthly fee, virtual worldwide homeowners association named, Worldwide Homeowners Association Inc. also an online platform of services and resource partners in an online marketplace named Credible You Inc. Currently Exist Holdings is interested in contracting with individuals and resource providers in the  Marketer “Marketing” category, whereas;
  • WHEREAS, Founder Developer is participating in the marketing and development of the Exist family of entities including Exist Crypto Inc., Worldwide Homeowners Association Inc., and Credible You Inc. Founder Developer has access to Exist materials and has obtained and is trained to represent the approved Exist WHOA Founder Developers Declarant Assignable Intellectual Property Rights, collectively grow and develop business model advantages, access training in the use of contracts and document construction for the benefit of and with the intent for profit. Founder Developer, as a WHOA Founder Developer, is associated with the Worldwide Homeowners Association as a member, and in addition to being a basic member of WHOA, Founder Developer also holds assignable rights and the authority of the Declarant as a WHOA Founder Developer with associated assignable Declarant Rights and access to the currently approved resources of Exist family of entities.
  • WHEREAS, Marketer (you or the company you represent), whose primary business is Marketing seeks to take advantage of the Exist Holdings Inc., Declarant Assignable Rights and the associated developing Intellectual Property that Founder Developer now holds, Exist’s current and future available resources, Exist business modeling strategies and Exist body of documents. Marketer seeks these resources in order to obtain the rights through the Founder Developer, to represent and sell the approved system, products, technology, and token services of Exist Crypto Inc. 

 

Exist Founder Developer Agent Marketing Agreement     Marketer Initials *

 

  • WHEREAS, Marketer is identified as a 10-99 Independent Contractor (you or the entity you represent) and has a personal desire to contract with Founder Developer. and to obtain a Contract and its associated rights not appertaining to a License, from Exist Holdings Inc through the Founder Developer. It is the Marketers' desire as stated herein, that as an Exist Holdings Inc., WHOA Marketer, and as an Independent Contractor, you intend to represent on your own behalf, the Exist family of entities as a Worldwide Homeowners Association Inc. Marketer with a Founder Developer Agent Marketing Agreement and its associated Declarant Rights.
  • WHEREAS, Marketer seeks to participate in the marketing and development of the Exist family of entities including Exist Crypto Inc., Worldwide Homeowners Association Inc., and Credible You Inc. Marketer will have access to Exist materials and may obtain and be trained to represent a given approved Exist WHOA Founder Developer, who is operating under Declarant’s Assignable Intellectual Property Rights. Marketer and Founder Developer may collectively grow and develop business model advantages, access training in the use of contracts, and document construction for the benefit of and with the intent for profit. Marketer, as a WHOA Marketer may be associated with the Worldwide Homeowners Association as a member if Marketer takes the appropriate steps necessary to become a member of the Worldwide Homeowners Association.
  • WHEREAS, the parties wish to ultimately associate with each other through an Exist Holdings Inc. Worldwide Homeowners Association Marketer Marketing Agreement.
  • WHEREAS, newly licensed WHOA Marketers develop their acquired available resources by using the Exist Platform as an environment and framework to develop and aggregate resources both socially and economically, to work as a promoter of profitable strategic growth, and to accomplish their ultimate personal vision for their property and/or enterprise using the worldwide opportunity available before the parties as a result of this alignment by agreement with the Founder Developer, Exist, and Exist’s family of entities.
  • WHEREAS, the parties agree that they are relying upon each other’s representations, warranties, and agreements as set forth in this Agreement; and that this Agreement shall govern the parties’ relationship and remain subject to the terms and conditions of this Agreement and the Related Documents.
  • NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

Capitalized words and terms have the meanings given to them in this Agreement. Words and terms not otherwise defined in the body of this Agreement or in the section of this Agreement entitled “Definitions” shall have the meanings given to such words and terms by the Uniform Commercial Code. Accounting words and terms not otherwise defined in this Agreement shall have the meanings given to them in accordance with generally accepted accounting principles (“GAAP”) as in effect on the date of this Agreement. All references to dollar amounts shall mean amounts in lawful money of the United States of America. “Will” and “shall” are used interchangeably in this Agreement; both denote an obligation. Words and terms used in the singular shall include the plural, and words and terms used in the plural shall include the singular, as the context may require.

 

II. DEFINITIONS.

(1) Agreement. The word “Agreement” means this Exist Holdings Inc. Worldwide Homeowners Association Marketer Marketing Agreement, as this Agreement may be amended or modified from time to time, together with all exhibits and schedules attached from time to time to this Agreement.

(2) Environmental Laws. The words “Environmental Laws” mean any and all state, federal, and local statutes, regulations, and ordinances relating to the protection of human health or the environment, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. (“CERCLA”), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 (“SARA”), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto.

 

Exist Founder Developer Agent Marketing Agreement     Marketer Initials *

 

(3) Event of Default. The words “Event of Default” mean any of the events of default set forth in the section of this Agreement entitled “Default.”

(4) Exist Family of Entities. The term “Exist Family of Entities” or “Exist Family of Entities Technologies Platform” or “Exist Technologies Platforms” or “Exist Network of Virtual Entities” includes all entities owned by Exist and its virtual marketplaces including, Exist Crypto, Inc., Worldwide Homeowners Association, Inc., Credibly You, Inc. and the Commercial Efficiency Valuation Association (CEVA).

(5) Marketer. The term “Marketer” as used in this Agreement means the position of a ground floor Founder as an Owner/Builder, Independent Contractor, Developer, Marketer, Creator, Supplier or Manufacturer under contract with and supporting the associations of Exist’s Family of Entities.

(6) Territory. The term “Territory” shall mean and include the United States of America.

(7) Wallet. Exist Crypto Wallet will be introduced and defined in the Exist White Paper. The current wallet will be Ethereum compatible with ERC20 issued Tokens.

 

III. TERMS

1. EFFECTIVE DATE. This Agreement is effective as of the date of this Agreement. This Agreement shall remain in effect for five (5) years with five one-year renewal terms at the sole discretion of Exist. Each one-year renewal term will automatically renew unless written notice is given by Exist to Marketer no later than thirty (30) days prior to the renewal date of Exist’s intention to terminate this Agreement.

 2. CONSIDERATION. The parties agree that Exist is engaged with an Exist Holdings Licensed Founder Developer and the Marketer in a peer to peer arms-length relationship. Marketer agrees to do Marketing Contract work for the WHOA Licensed Founder Developer under a disclosed contract amount set forth in Exhibit A to this Agreement.

The obligation for consideration under this Marketing Contract herein noted is between the WHOA Licensed Founder Developer as an Independent Contractor Licensed or to be Licensed under current Local, State, Federal, and International Regulations and Requirements where they transact business, and Marketer. Founder Developer shall compensate Marketer all consideration set forth in Exhibit A to this Agreement and in return, Marketer shall agree to marketing efforts and actions as stated in Section five of this Agreement. The parties agree that Exist shall not be responsible to compensate Marketer under this Agreement nor guaranty compensation outlined under Exhibit A to this Agreement in the event that Founder Developer cannot, will not, or is unable to perform Founder Developer’s obligations under this Section.

This Contract Agreement is to be made by the parties and made subject to the requirements listed in the Exist Crypto Exist Core Documents and online disclosures. No rights can or may be represented that have not been self-imposed by a Founder Developer who is an owner of Real Property and disclosed in the associated Exist Core Documents.

 

Exist Founder Developer Agent Marketing Agreement     Marketer Initials *

 

3. RESPONSIBILITIES OF EXIST: Exist shall undertake the following general responsibilities under this Agreement:

(a) Create and provide the ©EXIST weekly corporate calls schedule agenda for Marketers and their voluntary annexation participants.

(b) Provide the calendar and the weekly schedule for the negotiation of Individual business contracts for New Marketers. This schedule will serve to maintain the necessary privacy for each individual’s contract associated with each category. Calls may include the necessary ©EXIST Corporate officers or other ©EXIST assigned agents for the purpose of fulfillment of each individual transaction.

(c) Provide the ©EXIST intellectual property, and document construction necessary for the completion of Contracts and Agreements between said contract participants and ©EXIST. Including ©EXIST WHOA Marketer Marketing Agreements, ©EXIST Crypto, AVEC Token Purchase and Equity Conversion Agreement for ©EXIST Crypto Inc., ©EXIST Worldwide Homeowners Association Inc. voluntary annexation agreements, ©EXIST Credible You Inc., business entity contracts that are for Marketers, ©EXIST Resource Partner(s) Agreements, and the disclosures for the development of ©EXIST   family of entities framework.

(d) Develop and provide the necessary content, training, and support necessary for the deployment of the business interests of the ©EXIST family of entities framework, and their Marketer contract participants.

(e) Contract the development of, provide, and maintain a virtual platform for ©EXIST family of entities on the worldwide web, through qualified technology participants, in order to facilitate the ongoing development and market penetration of the ©EXIST family of entities, and their contract participants.

(f) Provide the ©EXIST to Build construction documents for the Development of Underdeveloped Title Bundle, both for owner builder and professional builder.

(g) Develop and maintain the measurement and verification protocols, policies, and procedures that are applicable to the ©EXIST family of entities.

(h) Create a personal use online platform, to provide the individuals their own experience(s) with ©EXIST and their personal development, so that they can establish and maintain a focus on their own desires, and expand their self-reliance and self-efficiency, through an organized process, to plan, map out, and achieve, the things that they want and need.

4. RESPONSIBILITIES OF FOUNDER DEVELOPER: Founder Developer shall undertake the following general responsibilities under this Agreement:

(a) Oversee Exist Crypto Core Document and Representation under any Exist Holdings WHOA Licensed Founder Developer Marketing Contract with Marketer, and oversee all Exist mandated Video Training certifications associated with Marketer’s education of the Exist family of entities. All required marketer certifications on Exist material will include training on (i) Exist Crypto Core Document training; (ii) Exist Crypto Inc Technology Services Platform Navigation and Operation training; (iii) WHOA Decentralized Market Overview training; (iv) Credible You Virtual Marketplace functional and operational training; and (v) Exist ID and Market penetration strategies.

(b)  Participate in the ©EXIST weekly scheduled agenda, and corporate calls. Calls limited to Founder Developers, Marketers, and Contract participants.

(c) Pay Marketer all consideration obligations outlined in Section 2 of this Agreement.

(d) Recognize and take responsibility of all potential liabilities that apply to the oversight, actions, and maintenance of the Marketer’s actions and to indemnify Exist from any and all actions of Marketer in Marketer’s representations of the Exist family of entities, the Exist core documents, the Exist service platform, WHOA decentralized market, Credible You marketplace platform and/or Exist ID and market penetrations strategies.

(e) Increase personal buying power by digitizing and converting your own equity into Exist Crypto AVEC and then aggregate your buying power by collaborating, developing, and combining your buying power with other ©EXIST Marketers and concentrate economic ability and capacity to assist in WHOA property acquisitions and the associated Exist to Build projects in preparations for the “First Decentralized Worldwide Homeowners Association” described herein as the Worldwide Homeowners Association, or WHOA.

(f) Oversee and assist Marketer’s efforts to acquire businesses for WHOA, and introduce ©EXIST Worldwide Homeowners Association Inc., to contract businesses within Credible You Inc. for products, goods, and services and for the benefit of ©EXIST Worldwide Homeowners Association Inc. members. Businesses shall be organized by category within ©EXIST Credible You Inc. All contracts are to be negotiated within the agreed to, and by the terms and conditions as outlined in the ©EXIST Credible You Inc., Product, Goods and Services Contracts that apply.

(g) Maintain integrity and professional like conduct in all circumstances that apply to the development and representation of said ©EXIST family of entities.

 

Exist Founder Developer Agent Marketing Agreement     Marketer Initials *

 

5. RESPONSIBILITIES OF MARKETER:  Marketer shall undertake the following general responsibilities under this Agreement:     

(a) As an Independent Contractor and as a New WHOA Marketer with Exist Holdings Inc., Marketer’s responsibilities and efforts are to market, develop and establish Exist Crypto Inc. Worldwide Homeowners Association Inc., Credible You Inc. in order to grow the Exist family of entities.  By expanding the Worldwide Homeowners Association through invitation and recommendation of new members and their voluntary annexation into the Worldwide Homeowners Association Inc., and the recommendation and recruitment and contracting of WHOA Marketers, Marketers will meet the terms of this Agreement. This may be accomplished by expanding the association, working together as organized groups, pulling on the individual, intellectual, professional, and aggregate economic resources within the developing organizations, or by joining and pulling resources with other WHOA Marketers organizations within the Worldwide Homeowners Association Inc. By promoting the invitation and voluntary annexation of new members into the Worldwide Homeowners Association Inc., Marketers and members may aggregate equity and buying power using the Exist family of entities framework, as when one decides to undertake the development, improvement, and marketability of their own business interests and the development of their underdeveloped title bundle associated with the Real Property they own or control;

(b)  Participate in the ©EXIST weekly scheduled agenda, and corporate calls. Calls limited to Marketers and Contract participants.

(c) Recognize and take responsibility for all potential liabilities that apply to their conduct associated with their marketing efforts outlined in this Agreement oversight, actions, and maintenance of the individual’s/Marketer’s sovereign ownership of their own Real and Intellectual Property Interests. ©EXIST Marketers and/or ©EXIST Participants hold the sole obligation to retain, sell, trade or exchange Exist Crypto Alternate Virtual Equity Credits (AVEC) associated with their own liquid equity, that is tied to their own Real and Intellectual Property within or without the ©EXIST family of entities framework. ©EXIST Marketers and/or ©EXIST participants have the sole responsibility to operate within the construct of the laws that pertain to the jurisdictions that apply to them, wherever the individual Real Property and/or personal business is located including: local, state, national. and international laws.

(d) Act as primary marketing agents for ©EXIST family of entities, by participating in said ©EXIST family of entities, and grow the ©EXIST family of entities by word of mouth, invitation, sharing the association values of Freedom, Equity and Wealth and other marketing strategies within the scope of this Agreement.

(e) WHOA Marketers agree to develop ©EXISTs geographically decentralized Worldwide Homeowners Association Inc. by inviting new members and obtaining their voluntary annexation into ©EXIST, Worldwide Homeowners Association Inc. along with providing qualified access to the Exist Crypto Token Purchase and Equity Conversion offered to new members of WHOA. Marketers are also encouraged to recommend other WHOA Marketers into the association and develop and contract the resources and service providers needed in all categories at Credible You Inc... Credible You Inc. shall operate as a WHOA Member based marketplace with access to products, goods, and services providers that will take Exist Crypto AVEC in exchange for what they offer. (some restrictions may apply, see the individual participating offer.).

(f) In the event that Marketer decides to become a member of the Exist family of entities and digitizes their real property into AVEC as a property owner, it is understood that all owners of Exist Crypto AVEC Tokens acknowledge that the transactions they make are made independent of the services provided by Exist Crypto Inc. to owner. Owners of Exist Crypto are personally responsible for all of their own decisions regarding how, when, where, or why they transact with Exist Crypto AVEC and are fully responsible for their own decisions and their own transactions. Exist Holdings Inc. and its Family of Entities are not responsible for Marketer’s decisions in regard to these matters in any way.

(g) Market to acquire businesses for WHOA as a Marketer of ©EXIST Holdings Inc., and introduce ©EXIST Worldwide Homeowners Association Inc., to contract businesses within Credible You Inc. for products, goods, and services and for the benefit of ©EXIST Worldwide Homeowners Association Inc. members. Businesses shall be organized by category within ©EXIST Credible You Inc. All contracts are to be negotiated within the agreed to, and by the terms and conditions as outlined in the ©EXIST Credible You Inc., Product, Goods and Services Contracts that apply.

(i) Maintain integrity and professional like conduct in all circumstances that apply to the development and representation of said ©EXIST family of entities.

(j)  Marketer agrees to adhere to all representations and obligations in this Section five (5) of this Agreement, as part of Marketer’s right to represent and sell and be compensated for Exist Crypto Inc’s Token Purchase and Equity Conversion Services. WHOA Marketers have the right to submit applications for recommendations of New Members into WHOA and the voluntary annexation of new members' property into Exist’s Worldwide Homeowners Association Inc. and also to provide New Members of WHOA access to the resources of Credible You Inc.

WHOA, Marketers may contract with products, goods, and services providers and place them categorically in Credible You Inc. online at www.credibleyou.com (site under contract) and Exist’s Worldwide Homeowners Association Inc. online at www.worldwidehoa.com. (site under contract). Consideration stated in this agreement, paid for by Founder Developer, is to compensate Marketer for their efforts in bringing new Founder Developers to the Exist family of entities, and for building Founder Developer’s marketing line. The contracts, Consideration, products, and services under the terms of this Agreement is/are NOT a Marketer acquisition of Exist Holdings Inc. company ownership or in any way an Exist Holdings Inc. or an Exist Family of Entities purchase or ownership acquisition.

 

Exist Founder Developer Agent Marketing Agreement     Marketer Initials *

 

6. RESPONSIBILITIES AND ACKNOWLEDGMENTS OF ALL PARTIES:  All parties agree that:

a) Real Property Equity Valuation Loss: In the event that Marketer becomes a member of the Exist family of entities, and in Marketer’s representations to prospective members of Exist, it must be emphasized that any and all Real Property loss and/or valuation loss incurred by any individual or entity associated with, or not associated with the ©EXIST family of entities as a result of trade/ sale or exchange, of Exist Crypto Alternate Virtual Equity Credits, to any ©EXIST family entity, family entity member or any related virtual or real marketplace within or without the Exist family of entities, is the sole responsibility of the individual or entity, or contract participant. ©EXIST, or any of its family of entities, shall not be held liable for any Real Property devaluation or equity loss as a result of participation in any ©EXIST related marketplace or with any ©EXIST related entity.

THE SALE, TRADE OR EXCHANGE OF ©EXIST CRYPTO INC. EXIST CRYPTO ALTERNATE VIRTUAL EQUITY CREDITS BY A PROPERTY OWNER THAT IS TIED TO THE PROPERTY OWNER’S EQUITY AND OWNERSHIP IN AN OWNER’S/INDIVIDUAL’S REAL OR INTELLECTUAL PROPERTY, BY DEED OF TRUST AND OR LIEN WILL REDUCE THE LAND OWNER’S, OR REAL PROPERTY OWNER’S UNENCUMBERED EQUITY POSITION IN THEIR OWN REAL OR INTELLECTUAL PROPERTY.

IT IS THE SOLE RESPONSIBILITY OF THE INDIVIDUAL, OR THE ENTITY, ASSOCIATED WITH THE ©EXIST FAMILY OF ENTITIES, IN ANY WAY, OR THE REAL OR INTELLECTUAL PROPERTY OWNER, WHO POSSESSES ©EXIST CRYPTO INC. ALTERNATE VIRTUAL EQUITY CREDITS, OR ANY RECIPIENT OF THE ©EXIST CRYPTO INC. ALTERNATE VIRTUAL EQUITY CREDITS, THAT ARE TIED TO ANY, REAL OR INTELLECTUAL PROPERTY, TO UNDERSTAND AND TAKE PERSONAL RESPONSIBILITY OF THE POSSESSION OF THOSE CREDITS AND MAKE DECISIONS AFFECTING HIS OR HER INDIVIDUAL USE OR DISPOSAL OF REAL OR INTELLECTUAL PROPERTY IN THE FORM OF ©EXIST CRYPTO, INC. EXIST CRYPTO ALTERNATE VIRTUAL EQUITY CREDITS. THOSE CREDITS ARE WHOLLY AND COMPLETELY WITHIN A PROPERTY OWNER’S SOLE CONTROL AND ALL THE LIABILITIES ASSOCIATED WITH ITS HANDLING AS SUCH ARE ACKNOWLEDGED AS THEIR OWN PERSONAL LIABILITY AND RESPONSIBILITY. * (Initial Here).

b) Personal Property Loss: Any personal property loss as a result of Marketer’s participation in ©EXIST family of entities shall be the sole responsibility of the Marketer or other industry contract participants, that may or may not be within the control of any participant within or without the Exist family of entities. ©EXIST Holdings, Inc. and its family of entities, in no way, may be held liable for the rise or fall of the Equity Markets in any equity venue.

c) Assignable Rights/ Engaging New Resource Partners: Exist’s assignable rights are restricted based on this Agreement, and do not extend to negotiations of, or apply to, ©EXIST Resource Partners. ©EXIST Resource Partner relationships are negotiated solely by ©EXIST Holdings, Inc., and its corporate governance team, or its approved corporate assignees. All ©EXIST Resource Partners are independent of Marketers. Marketers Rights are restricted to the ©EXIST assignable rights that are defined within this Agreement, and apply to ©EXIST Crypto Inc., Worldwide Homeowners Association Inc., and Credible You Inc. If Marketer has contact with a potential Resource Partner, then the terms of that relationship between the potential Resource Partner, the Marketer and EXIST will be negotiated on an individual contract basis.

7. MARKETING DEVELOPMENT PLAN. The Marketer shall use reasonable efforts to grow and market the EXIST family of entities including Exist Crypto Inc., the Worldwide Homeowners Association Inc., (“WHOA”), and Credible You Inc. a virtual marketplace (“Credible You”).  In order to effectuate the growth of these entities, Marketer agrees to find strategic founder developer partners to Exist. In the event that Marketer identifies and retains a new founder developer for Exist, in addition to the consideration outlined under Section 2 of this Agreement, Exist shall compensate Marketer on each new founder developer member that Marketer brings to Exist as follows:

6.1 Every founder developer that contracts with Exist as a licensed Founder Developer shall automatically and voluntarily annex and place at least one (1) real property they own into WHOA under a Exist to Build Contract and will participate as an Owner Builder and WHOA Marketer, in Exist Crypto AVEC Equity Conversion on all or a portion of that Founder Developer’s equity in the subject Real Property they bring with them at time of registration.

6.2 Founder Developer shall compensate Marketer for their marketing efforts according to the Compensation Plan outlined under Exhibit A.  The parties acknowledge that the Compensation Plan outlined in Exhibit A herein is a plan between Founder Developer and Marketer only. Exist is not a party to terms outlined in Exhibit A.

 

Exist Founder Developer Agent Marketing Agreement     Marketer Initials *

 

8. EXIST’S REPRESENTATIONS AND WARRANTIES. Exist represents and warrants to Founder Developer and Marketer that (i) as of the date of this Agreement; (ii) as of the date of each annual valuation review; and (iii) as of the date of any renewal, extension, or modification of this Agreement:

(a) Authority to Do Business. Exist and/or CEVA is duly authorized to transact business in the state in which the Real Property is located and in all other states in which Exist is doing business, having made all necessary filings and having obtained all necessary governmental licenses, permits, and approvals. Exist is duly organized and constituted, validly existing, and in good standing in each state in which Exist is doing business. Specifically, Exist is, and at all times shall be, duly qualified to engage in business in all states in which the failure to so qualify would have a material adverse effect on Exist’s business or financial condition. Exist has the full power and authority to own Exist’s assets and to transact all businesses in which Exist is presently engaged or presently proposes to engage.

(b) Assumed Business Names. Exist has filed or recorded all documents or filings required by law relating to all assumed business names used by Exist. If Exist currently operates or does business under any assumed name, the following is a complete list of the assumed business names under which Exist currently does business: N/A.

(c) Authorization. Exist’s execution, delivery, and performance of this Agreement and any Related Documents have been duly authorized by all necessary action by Exist and do not conflict with, result in a violation of, or constitute a default under any provision of (i) Exist’s organizational documents if Exist is an entity; (ii) any documents that govern, regulate, or limit Exist’s business activities or affairs; (iii) any agreement or other instrument binding upon Exist; (iv) any applicable law or governmental regulation; or (v) any court decree or order applicable to Exist or to Exist assets.

(d) Financial Information. Exist’s financial statements truly and completely disclose Exist’s financial condition in all material respects as of the date of each such statement, and there has been no material adverse change in Exist’s financial condition subsequent to the date of the most recent financial statement supplied to Marketer. Exist has no material contingent obligations except as disclosed in such financial statements.

(e) No Warranty of Merchantability/ No Guaranty of Performance. Exist does not warrant or represent to Marketer that using its virtual assets, programs, and/or capital will result in the desired outcome for Marketer’s efforts.

(f) Litigation and Claims. Exist represents that no litigation, claim, investigation, administrative proceeding, or similar action (including those for unpaid taxes) against Exist is pending or threatened, and no other event has occurred which may have a material adverse effect on Exist’s financial condition or assets.

(g) Taxes. To the best of Exist’s knowledge, all of Exist’s tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments, and other governmental charges have been paid in full, except those which are presently being, or are going to be, contested by Exist in good faith in the ordinary course of business and for which adequate reserves have been provided.

(h) Binding Effect. This Agreement, the Note, and all Related Documents are binding upon the signers thereof and their respective successors, representatives, and assigns, and are legally enforceable in accordance with their respective terms.

9. FOUNDER DEVELOPER’S REPRESENTATIONS AND WARRANTIES. Founder Developer represents and warrants to Exist and to Marketer that (i) as of the date of this Agreement; (ii) as of the date of each annual valuation review; and (iii) as of the date of any renewal, extension, or modification of this Agreement:

(a) Authority to Do Business. Founder Developer is duly authorized to transact business in the state in which a potential new member and their respective Real Property is located and in all other states in which Founder Developer is doing business, having made all necessary filings and having obtained all necessary governmental licenses, permits, and approvals. Founder Developer is duly organized and constituted, validly existing, and in good standing in each state in which Founder Developer is doing business. Specifically, Founder Developer is, and at all times shall be, duly qualified to engage in business in all states in which the failure to so qualify would have a material adverse effect on Founder Developer’s business or financial condition. Founder Developer has the full power and authority to own Founder Developer’s assets and to transact all businesses in which Founder Developer is presently engaged or presently proposes to engage.

(b) Authorization. Founder Developer’s execution, delivery, and performance of this Agreement and any Related Documents have been duly authorized by all necessary action by Founder Developer and do not conflict with, result in a violation of, or constitute a default under any provision of (i) Founder Developer’s organizational documents, if Founder Developer is an entity; (ii) any documents that govern, regulate, or limit Founder Developer’s business activities or affairs; (iii) any agreement or other instrument binding upon Founder Developer; (iv) any applicable law or governmental regulation; or (v) any court decree or order applicable to Founder Developer or to Founder Developer’s assets.

(c) No Warranty of Merchantability/ No Guaranty of Performance. Founder Developer does not warrant or represent to Marketer that using its virtual assets, programs, and/or capital will result in the desired outcome for Marketer’s efforts.  

(d) Litigation and Claims. Founder Developer represents that no litigation, claim, investigation, administrative proceeding, or similar action (including those for unpaid taxes) against Founder Developer is pending or threatened, and no other event has occurred which may have a material adverse effect on Founder Developer’s financial condition or assets.

(e) Taxes. To the best of Founder Developer’s knowledge, all of Founder Developer’s tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments, and other governmental charges have been paid in full, except those which are presently being, or are going to be, contested by Founder Developer in good faith in the ordinary course of business and for which adequate reserves have been provided.

(f) Binding Effect. This Agreement, the Note, and all Related Documents are binding upon the signers thereof and their respective successors, representatives, and assigns, and are legally enforceable in accordance with their respective terms.

 

Exist Founder Developer Agent Marketing Agreement     Marketer Initials *

 

10. MARKETER’S REPRESENTATIONS AND WARRANTIES. Marketer represents and warrants to Exist that (i) as of the date of this Agreement; (ii) as of the date of each annual valuation review; and (iii) as of the date of any renewal, extension, or modification of this Agreement:

(a) Authority to Do Business. Marketer is duly authorized to transact business in the state in which the Real Property is located and in all other states in which Marketer is doing business, having made all necessary filings and having obtained all necessary governmental licenses, permits, and approvals. Marketer is duly organized and constituted, validly existing, and in good standing in the state outlined in Exhibit A to this Agreement, in which Marketer is doing business and/or owns Real Property. Specifically, Marketer is, and at all times shall be, duly qualified to engage in business in the state outlined in Exhibit A to this Agreement, in which the failure to so qualify would have a material adverse effect on Marketer’s business or financial condition. Marketer has the full power and authority to own Marketer’s assets and to transact all businesses in which Marketer is presently engaged or presently proposes to engage.

(b) Assumed Business Names. Marketer has filed or recorded all documents or filings required by law relating to all assumed business names used by Marketer. If Marketer currently operates or does business under any assumed name, the following is a complete list of the assumed business names under which Marketer currently does business:  * or N/A.

(c)Authorization. Marketer’s execution, delivery, and performance of this Agreement and all of the Related Documents have been duly authorized by all necessary action by Marketer and do not conflict with, result in a violation of, or constitute a default under any provision of (i) Marketer’s organizational documents, if Marketer is an entity; (ii) any documents that govern, regulate, or limit Marketer’s business activities or affairs; (iii) any agreement or other instrument binding upon Marketer; (iv) any applicable law or governmental regulation; or (v) any court decree or order applicable to Marketer or to Marketer’s assets.

(d) Financial Information. Marketer’s financial statements supplied to Exist truly and completely disclose Marketer’s financial condition in all material respects as of the date of each such statement, and there has been no material adverse change in Marketer’s financial condition subsequent to the date of the most recent financial statement supplied to Exist. Marketer has no material contingent obligations except as disclosed in such financial statements.

(e) Assets. Except as contemplated by this Agreement or as previously disclosed in Marketer’s financial statements or in writing to Exist and approved by Exist in writing, and except for property tax liens for taxes not presently due and payable, Marketer owns and has good title to all of Marketer’s Real Property described in this Agreement as well as all Mineral Rights and/or Mineral Interests attached to said Real Property free and clear of all liens and Security Interests and has not executed any security documents or financing statements relating to such Real Property, or attached Mineral Rights and/or Mineral Interests. All of Marketer’s interest in the described Real Property and attached Mineral Rights and/or Mineral Interests are titled in Marketer’s legal name, and Marketer has not used or been named as a “debtor” in any financing statement under, any other name within the last five (5) years.

(f) Litigation and Claims. No litigation, claim, investigation, administrative proceeding, or similar action (including those for unpaid taxes) against Marketer is pending or threatened, and no other event has occurred which may have a material adverse effect on Marketer’s financial condition or assets.

(g) Taxes. To the best of Marketer’s knowledge, all of Marketer’s tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments, and other governmental charges have been paid in full, except those which are presently being or are going to be, contested by Marketer in good faith in the ordinary course of business and for which adequate reserves have been provided.

(h) Binding Effect. This Agreement is binding upon the signers thereof and their respective successors, representatives, and assigns, and are legally enforceable in accordance with their respective terms.

 

Exist Founder Developer Agent Marketing Agreement     Marketer Initials *

 

11. MARKETER AFFIRMATIVE COVENANTS. Marketer covenants and agrees with Exist that during the course and duration of this Agreement, Marketer will:

(a) Evidence of Authority. Provide to Exist such properly certified resolutions, authorizations, documents, and instruments as Exist may reasonably request from time to time, including, for example, resolutions that: (i) designate those persons authorized to sign and deliver this Agreement and any subsequent Related Documents on behalf of Marketer; and (ii) ratify and confirm actions previously taken by or on behalf of Marketer.

(b) Performance. Perform and comply, in all material respects and in a timely manner, with all terms, conditions, and provisions set forth in this Agreement, in the Related Documents, and all other instruments and agreements between Exist and Marketer. Exist shall notify Marketer immediately in writing of any default in connection with this Agreement.

(c) Notices of Claims and Litigation. Promptly inform Exist in writing of (i) all material adverse changes in Marketer’s financial condition; and (ii) all existing and all threatened litigation, claims, investigations, administrative proceedings, or similar actions affecting Marketer or the financial condition of Marketer.

12. COVENANTS REGARDING FINANCIAL INFORMATION. All parties agree that they will:

(a) Financial Records. Maintain each party’s books and records in accordance with GAAP, applied on a consistent basis, and permit the other party upon no less than forty-eight hours prior notice to examine and audit that party’s books and records at all reasonable times.

All financial reports required to be provided under this Agreement shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Exist as being true and correct.

13. NEGATIVE COVENANTS. Marketer covenants and agrees with Founder Developer that Marketer will not incur indebtedness or liens that adversely affect Marketer’s ability to act in accordance with this Agreement.  Marketer also agrees that:

(a) Change in Management. If Marketer is an entity, have a change in the person or persons who have responsibility for the management and control of Marketer and Marketer’s business operations, without the prior written consent of Exist.

(b) Agreements. The Marketer won’t enter into any agreement containing any provisions which would be violated or breached by the performance of Exist’s obligations under this Agreement or in connection herewith.

(c) Modification or Amendment. Enter into or otherwise consent to any modification or amendment to any declaration, restrictive covenant, easement, or similar item applicable to the Real Property without the prior written consent of Exist.

14. DEFAULT. Each of the following shall constitute an Event of Default under this Agreement:

(a) Failure to Perform. Marketer fails to keep, perform, observe, or comply with any covenant, agreement, term, or condition that Marketer is required to keep, perform, observe, or comply with under provisions of this Agreement, any of the Related Documents, or any other agreement between Marketer and Founder Developer.

(b) Marketer’s False Statements to Parties to this Agreement. Any warranty, representation, or statement made or furnished to Founder Developer and/or Exist by or on behalf of Marketer, any Guarantor under this Agreement or the Related Documents (i) is false or misleading in any material respect, either now or at the time made or furnished, or (ii) becomes false or misleading in any material respect at any time thereafter.

(c) Marketer’s False Statements in its Marketing Efforts. Any false, misleading, or negligent statement made by Marketer in Marketer’s marketing efforts shall constitute grounds for immediate termination of this Agreement. If Marketer holds itself out as an Agent of Exist or Founder Developer or makes misleading statements or representations about their ability to bind Exist and/or Founder Developer to commitments outside the scope of the Exist Core Documents, shall be grounds default under this Agreement.

 

Exist Founder Developer Agent Marketing Agreement     Marketer Initials *

 

15. EFFECT OF AN EVENT OF DEFAULT; NOTICE AND OPPORTUNITY TO CURE. The following provisions will apply notwithstanding contrary provisions in this Agreement or the Related Documents:

(a) Remedies. Upon the occurrence of any Event of Default and at any time thereafter until the cure thereof, Exist and/or Founder Developer may, at its option, but without any obligation to do so, and in addition to any other rights Exist and/or Founder Developer may have, do any one or more of the following: (i) cancel this Agreement; (ii) institute appropriate proceedings to enforce the performance of this Agreement; (iii) seize crypto or funds due and owing Marketer in an amount equal to Marketer indebtedness to be paid to cure the default; (iv) expend funds necessary to remedy the default and collect those funds from Marketer, and (v) exercise any other right or remedy which it has under this Agreement, or which is otherwise available at law or in equity or by statute.

(b) Interest after Default. If an Event of Default occurs under this Agreement or any of the Related Documents, in the event that Exist or Founder Developer pays off any indebtedness owed by Marketer, Marketer shall pay a fee to the party paying the indebtedness, equivalent to five percent (5%) of the amount paid by the party paying the indebtedness to cure the indebtedness plus interest at a rate of twelve percent (12%) per annum.  

(c) Relationship to State Law. Notwithstanding the foregoing or any other provision of this Agreement and/or the Related Documents, if any provision of applicable law requires that Marketer be granted a longer notice period or a greater opportunity to cure, that provision of law shall control; provided, however, that the applicable notice period set forth in this Agreement or the Related Documents shall run concurrently with the notice period required by law.

16. INDEMNIFICATION. All parties agree to indemnify, defend, and hold the other Party and its officers, directors, employees, and agents harmless from and against any and all claims, suits, obligations, damages, losses, costs, expenses (including, without limitation, reasonable attorneys’, architect’s, and engineering fees), demands, liabilities, penalties, fines, and forfeitures of any nature whatsoever and whenever actually suffered or incurred by the offending Party or its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by, (i) this Agreement or the Related Documents; (ii) a breach by the breaching Party of this Agreement or the Related Documents; (iii) the exercise of the rights and remedies granted the protected party under this Agreement or the Related Documents. The protected Party shall have the right (i) to commence, appear in, or defend any action or proceeding purporting to affect the rights, duties, or liabilities of the parties to this Agreement, or the Related Documents; and (ii) to appear in any action or proceeding to defend itself against such claims. The protected Party shall be entitled to settle or compromise any asserted claims against it, and such settlement shall be binding upon the offending Party for purposes of this section. All related costs and expenses incurred by the protected Party (including reasonable attorneys’ fees incurred by protected Party) shall be paid by the offending Party to the protected Party. The provisions of this section of the Agreement shall survive the payment of the Indebtedness and the expiration, cancellation, or termination of this Agreement.  However, in interpreting and applying this provision or any similar provision contained in any of the Related Documents that require the offending Party to indemnify the protected Party and hold the protected Party harmless, the indemnity and hold harmless provision shall not be construed so as to require the offending Party to indemnify the protected Party or hold the protected the Party harmless from or against the protected Party’s own gross negligence, willful misconduct, or wrongful acts.

17. DISPUTE RESOLUTION

17.1 Informal Dispute Resolution. The parties shall cooperate in good faith to resolve any dispute, controversy, or claim arising out of, relating to, or in connection with this Agreement, including with respect to the formation, applicability, breach, termination, validity, or enforceability thereof (a “Dispute”). If the Parties are unable to resolve a Dispute within ninety (90) days of notice of such Dispute being received by all Parties, such Dispute shall be finally settled by Binding Arbitration as defined in Section 10.2 below. The parties to this Agreement hereby waive the right to a trial by jury and the right to participate in any class action against the other party.

17.2 Binding Arbitration. Any Dispute not resolved within 90 days as set forth in Section 17.1 shall be referred to and finally resolved by arbitration under the rules of the American Arbitration Association in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the Parties. The number of arbitrators shall be one who shall be selected by Company. The seat, or legal place, of arbitration, shall be Salt Lake City, Utah. The language to be used in the arbitral proceedings shall be English. The governing law of the Agreement shall be as set forth in Section 17.1 herein. The arbitration award shall be final and binding on the Parties (“Binding Arbitration”). The Parties undertake to carry out any award without delay and waive their right to any form of recourse insofar as such waiver can validly be made. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant Party or its assets. Company and Buyer shall be responsible for their respective attorneys’ fees and expenses.

17.3 No Class Arbitrations, Class Actions, or Representative Actions. All claims must be brought in a Party’s individual capacity and not as a plaintiff or class member in any purported class, collective action, or representative proceeding (collectively “Class Action Waiver”). Any dispute arising out of or related to this Agreement is personal to Buyer and Seller and shall not be brought as a class arbitration, class action, or any other type of representative proceeding. There shall be no class arbitration or arbitration in which someone attempts to resolve a dispute as a representative of another individual or group of individuals. Further, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

18. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement:

(a) Amendments. This Agreement constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment.

(b) Force Majeure. If either Marketer or Exist is delayed, hindered, or prevented from performing any act required under this Agreement by reason of war, governmental restrictions, civil commotion, shortage of labor or materials, strikes, fire, unusually severe weather event, acts of God, or any other reason beyond the control of the party obligated to perform, the performance of such act shall be excused for the period of delay, and the period for performance of any such act shall be extended one (1) day for each day in the period of delay.

(c) Attorneys’ Fees; Expenses. Provided an Event of Default occurs, the parties agree that the offending party shall pay upon demand all of the injured party’s reasonable costs and expenses actually incurred in connection with the enforcement of this Agreement, whether or not an action or claim is filed. An offended Party’s costs and expenses include reasonable attorneys’ fees and legal expenses incurred in connection with litigation, alternative dispute resolution proceedings, bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. The offending Party shall pay all court costs and such additional fees as may be directed by the court. However, to the extent this Agreement requires any Party or Guarantor to pay the offended Party’s attorneys’ fees following the occurrence of an Event of Default, the offended Party will be permitted to recover its attorneys’ fees only to the extent they are reasonable in amount and are actually incurred by offended Party, without regard to any statutory presumption as to the amount of such attorneys’ fees or any percentage amount specified in the Related Documents.

(d) Notices. Any notice to a Party required or permitted by this Agreement will be deemed to be delivered when the notice has been (i) sent postage prepaid by certified or registered mail, return receipt requested, or by any nationally recognized overnight courier to that Party’s address for notification purposes as stated at the beginning of this Agreement or to that Party’s most recent address as appears in  Exist’s record books and three (3) business days have lapsed; or (ii) personally delivered. Either party may change its notification address by notifying the other party in writing of its new address. For notice purposes, Exist agrees to keep Marketer informed at all times of Exist’s notification address.

(e) Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement.

(f) Governing Law. This Agreement will be governed by federal law and, to the extent not preempted by federal law, the laws of the state of Utah.

(g) Severability. If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid, and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Agreement shall not affect the legality, validity, or enforceability of any other provision of this Agreement.

(h) No Fiduciary Relationship. The relationship between Marketer and Exist is solely that of an arms-length peer to peer relationship. No partnership between the parties is express or implied. Marketer has no fiduciary or other special relationship with or duty to Exist, and none is created by this Agreement. Exist has no fiduciary or other special relationship with or duty to Marketer, and none is created by this Agreement. Neither party has the right to control the business, property, management, or operations of the other party except as expressly provided in this Agreement.

(i) No Third-Party Beneficiaries. This Agreement is for the sole protection and benefit of Marketer and Exist. No other person or persons shall have any right of action on the basis of this Agreement or any right to the Real Property or attached Mineral Rights and/or Mineral Interests. Exist (i) does not and shall not owe any duty to any claimant for labor performed or materials furnished in connection with the construction of any improvements to the Real Property described in this Agreement in the event Marketer chooses to develop the Real Property.

(j) Survival of Warranties and Representations. Both parties understand and agree that they are relying on all representations, warranties, covenants, and agreements made by the other Party in this Agreement.  The parties further understand and agree that, all such representations, warranties, covenants, and agreements will survive this Agreement and shall be continuing in nature, and shall remain in full force and effect as long as Exist Crypto AVEC exist in the crypto marketplace.  

(k) Interpretation. This Agreement is the result of negotiations between Exist and Marketer and their respective counsel. This Agreement shall not be applied, interpreted, or construed more strictly against a party because that party or that party’s counsel drafted this Agreement.

(l) Time is of the Essence. Time is of the essence in the performance of this Agreement.

 

THE PARTIES ACKNOWLEDGE HAVING READ ALL THE PROVISIONS OF THIS AGREEMENT AND AGREE TO ITS TERMS.

IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her hand or caused this Agreement to be signed in its name by a person or persons duly authorized, all as of the date of this Agreement.

 

EXIST HOLDINGS, INC. 

_____________________________

By: James Ray

Title: CEO

Date: *

 

FOUNDER DEVELOPER

*

Name: *

Exist Founder Developer License Number: *

Date: *

 

MARKETER

*

Name: *

Date: *

Leave this empty:

Signature arrow

Signed by James Ray
Signed On: March 20, 2021


Signature Certificate
Document name: EXIST FOUNDER DEVELOPER AGENT MARKETING AGREEMENT - FINAL
lock iconUnique Document ID: 8b69e946831d590eb2b7a61657ba15855d683eec
Timestamp Audit
September 23, 2020 1:32 am MDTEXIST FOUNDER DEVELOPER AGENT MARKETING AGREEMENT - FINAL Uploaded by James Ray - Existtrustlands@gmail.com IP 75.169.168.63