Rook Digital Master Service Agreement

(Updated December 27, 2023)

This Master Services Agreement (hereinafter referred to as the "Agreement"), as it may be amended by us from time to time, between (hereinafter referred to as "Customer") and Rook SEO LLC. (hereinafter referred to as "Rook Digital") sets forth the terms and conditions of your use of the services set forth herein (collectively, the "Services"). This Agreement explains the parties’ obligations in relation to the services provided. Customer hereby acknowledges he/she has read, understood, and agree to be bound by all terms and conditions of this Agreement.

WHEREAS, Rook Digital offers to sell Customers its Internet Marketing Solutions, which includes, but is not limited to link building campaigns; search engine optimization (SEO); conversion rate optimization (CRO); paid search campaigns; and analytics as well as e-Commerce Business Solutions, which includes, but is not limited to, fully functional e-Commerce software; e-Commerce merchant account; website programming; online chat, e-mail, and telephone customer support; and merchant services, e-Commerce tips and training as well as hosting services; and

WHEREAS, Customer desires to purchase the Rook Digital Internet Marketing Solutions Services and/or e-Commerce Business Solution and Rook Digital Hosting Services pursuant and subject to the conditions set forth below.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Rook Digital and Customer hereby agree as follows:

1. Effective Date: This Agreement shall be effective when signed by both Parties (the "Effective Date") and thereafter shall remain in effect until the completion of the services detailed in Exhibit A (monthly services).

2. Price: Prices and specifications for the Rook Digital Internet Marketing Solutions and/or e-Commerce Business Solution and Rook Digital Hosting Services are attached hereto as Exhibit A.

3. Initial Investment Payment Terms: Customer agrees to be billed for one-time services with invoice terms, due upon receipt, unless otherwise approved in writing by Rook Digital. One-time services will be billed at the start of contract. Down payment for the contract is due at signing. Deposits will be applied to the first invoices billed.
Remit Payment to: Rook SEO LLC at PO Box 28, Springville, UT 84663

4. To pay monthly investment payments for the subscription term(s) detailed in Exhibit A: After the initial subscription term, this contract will automatically renew for an additional subscription term equal to the original term unless written notice via email is provided to support@rookdigital.com no less than sixty (60) days prior to the end of the initial subscription term. Payments will be made in advance of each month’s services and will be paid through an automatic debit charged to the customer’s credit or debit card or ACH. The first monthly investment payment is due upon signing this agreement. Fulfillment of subscription services begins on the completion of the Initial Investment Phase.

5. Representations: The only Rook Digital representations, for which Customer has based its purchase decision on, are in writing and have been provided to Customer. Further, Customer understands and agrees given the specific nature of the Internet and business for which its products/services are used and the fact that success depends on Customer’s idea(s), products/services, prices, and how effectively it promotes them, Rook Digital does not offer a joint venture or marketing program and offers no guarantees other than those provided in this Agreement. Customer further understands this purchase is made for business purposes only.

Monthly Investment Payment Terms: Customer agrees Rook Digital Master Service Agreement Document (b) give Customer control of the defense, upon approval of Rook Digital of counsel retained by Customer (the approval for which may not be unreasonably withheld) and settlement of the Claim (provided that Customer may not settle any Claim unless the settlement unconditionally release Rook Digital of all liability); and (c) provide to Customer all reasonable assistance, at Customer expense. (C) Exclusive Remedy. This Section (Mutual Indemnification) states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of Claim described in this Section.

6. Limited Warranty: Virtual Products: Given the specific nature of the industry and business for which these products/services are used, and because success depends on the Customer's idea(s), products, services, prices, and how effectively the Customer promotes them, Rook Digital offers no guarantees of marketability or success. The liability of Rook Digital under the warranty set forth above shall be limited to the amount paid by the customer for the product. In no event shall Rook Digital be liable for any special, consequential, or other damages for breach of warranty. Rook Digital assumes Customer's election to purchase and use the Rook Digital Internet Marketing Solutions and/or e-Commerce Business Solution is for Customer’s current business and/or because Customer is looking for ways to promote and sell a product, service, or idea, none of which are provided by Rook Digital.

7. Indemnification: (A) BY ROOK DIGITAL. Rook Digital shall defend Customer against any claim, demand, suit, or proceeding ("Claim") made or brought against Customer by a third party alleging that the provision of the Services herein violates any law or any agreement entered into by Rook Digital; provided, that Customer (a) promptly gives Rook Digital written notice of the Claim; (b) gives Rook Digital control of the defense upon approval of Customer of counsel retained by Rook Digital (the approval for which may not be unreasonably withheld) and settlement of the Claim (provided that Rook Digital may not settle any Claim unless the settlement unconditionally releases Customer of all liability); and (c) provide to Rook Digital all reasonable assistance, at Rook Digital expense. (B) BY CUSTOMER. Customer shall defend Rook Digital against any Claim made or brought against Rook Digital by a third party alleging that Customer data, content, information provided by Customer or any content contained in Customer website, or Customer use of the Services provided herein is in violation of any law or this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates any applicable law, and shall indemnify Rook Digital for any damages finally awarded against Rook Digital and for reasonable attorney’s fees incurred by Rook Digital in connection with any such Claim; provided, that Rook Digital (a) promptly gives Customer written notice of the Claim;

8. Limitation of Liability: IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER FOR THE SERVICES PROVIDED HEREUNDER.

9. Exclusion of Consequential and Related Damages: IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

10. Check Policy:

Returned Checks: A $25.00 fee for Returned Checks will be assessed for a check not honored by Customer’s bank. Returned checks, along with the returned check fee, may be electronically presented to Customer’s bank.

Electronic Form: Customer agrees Rook Digital may convert your payment to an electronic form.

11. Restrictions: The Rook Digital e-Commerce Business Solution may not be used in conjunction with the distribution of any adult or "pornographic" material, anything illegal or offensive, or anything that promotes hatred, or is considered inappropriate by the Rook Digital Review Board.

12. Force Majeure: Neither Rook Digital nor Customer shall be deemed to be in default of any provision of this Agreement for failure to perform, including delay or non-delivery, resulting from acts of God or events beyond their reasonable control; such acts shall include, but not be limited to accidents, civil disturbances, civil or military authority, strikes, lockouts or slowdowns, factory or labor conditions, inability to obtain necessary labor, material or manufacturing facilities, lightning, fires, floods or other natural catastrophes, or other force majeure events beyond the reasonable control of such non-performing party.

13. Amendment: This Agreement may be amended only in writing that is signed by both Parties.

14. Severability: The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, which will remain in full force and effect.

15. Headings: All headings and captions contained herein are for convenience and case of reference only and are not to be considered in the construction or interpretation of any provision of this Agreement.

16. Entire Agreement: This Agreement contains the entire agreement between the Parties and supersedes any and all prior agreements, whether written or oral, between the Parties hereto with respect to the subject matter contained herein. Each Party to this Agreement acknowledges that no representations, inducements, promises or agreements, oral or otherwise, have been made by any Party, or anyone acting on behalf of any Party that are not embodied herein, and that any other agreement, statement or promise not contained in this Agreement shall be valid or binding.

17. Waiver: The failure of any Party to insist on strict compliance with any of the terms, covenants, or conditions of this Agreement by any other Party shall not be deemed a waiver of that term, covenant, or condition, nor shall any waiver or relinquishment of that right or power for all or any other time.

18. Survival: The terms, conditions and provisions of this Agreement that, by their terms are intended to survive the term hereof, shall survive termination of this Agreement.

19. Termination: At the option of Rook Digital this Agreement shall be terminable immediately if Customer fails to pay a payment when due, (the cancellation of the Agreement by Rook Digital shall not relieve Customer of the provisions contained in paragraph 20 (Default)) or by either party if the other party materially breaches a material provision of this agreement and fails to substantially cure such breach within thirty (30) days of receiving written notice describing the breach. Termination of the Contract shall not relieve any payment obligations.

20. Default: Customer will be deemed to be in Default under this Agreement on the occurrence of any of the following Events (each an “Event of Default”):

(i) Customer’s failure to make any monthly investment detailed in Exhibit A “Pricing for Website and Internet Marketing Services” when due under this Agreement, which failure continues for a period of fifteen (15) days after such due date;(ii) Customer’s canceling the Contract before all services have been completed, (iii) on Customer’s filing of any voluntary or involuntary petition for relief under the United States Bankruptcy Code, or the initiation of any proceeding for general relief under federal law or the law of any other jurisdiction. On the occurrence of any such event of Default, at the option of Rook Digital, all remaining amounts owed under this Agreement as detailed in Exhibit A “Pricing for Website and Internet Marketing Services” shall become immediately due and payable without notice or demand by Rook Digital together with interest and attorney fees if an action is filed to collect said amounts.

21. Notices: All notices between the parties shall be deemed to have been given on the date of receipt, if sent by certified or registered mail, overnight courier with confirmation of receipt, or facsimile with the fax confirmation sheet confirming transmission to the party’s fax number to the addresses set forth on the first page of this Agreement, until such time as a party provides written notice of its change of address.

22. Counterparts: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one in the same instrument. A facsimile signature shall be deemed legally binding.