Master Reseller Terms and Agreement

This Master Reseller Agreement ("Agreement") is made and entered into as of December 20, 2024 by and between Mastering Kingdom Wealth (“MKW”) , and the purchaser of the master reseller rights whether purchased directly from MKW or from another Master Reseller ("Master Reseller").

1. Definitions

1.1. Products: The goods or services offered by the Supplier that the Master Reseller is authorized to sell.

1.2. Sub-Resellers: Entities authorized by the Master Reseller to sell the Products.

1.3. Territory: The geographical area within which the Master Reseller is authorized to sell the Products, specifically the state of Florida.

2. Appointment and Acceptance

2.1. Appointment: Supplier appoints Master Reseller as its non-exclusive master reseller to market, promote, and sell the Products in the Territory.

2.2. Acceptance: Master Reseller accepts the appointment and agrees to abide by the terms and conditions set forth in this Agreement.

3. Responsibilities of Master Reseller

3.1. Marketing and Sales: Master Reseller shall use its best efforts to market and sell the Products within the Territory.

3.2. Training and Support: Master Reseller shall provide necessary training and support to its Sub-Resellers.

3.3. Compliance: Master Reseller shall comply with all applicable laws and regulations in the Territory.

3.4. Reporting: Master Reseller shall provide Supplier with regular reports on sales activities and market conditions.

4. Responsibilities of Supplier

4.1. Product Availability: Supplier shall ensure that the Products are available for purchase by the Master Reseller.

4.2. Support: Supplier shall provide Master Reseller with marketing materials, training, and support as reasonably necessary.

4.3. Pricing and Payment: Supplier shall set the wholesale prices for the Products and provide the Master Reseller with a schedule of such prices. The product may not be sold for less than $499.00. Nor may the master reseller offer rebates or discounts on the $499.00 price point.

5. Intellectual Property

5.1. License: Supplier grants Master Reseller a non-exclusive, non-transferable license to use Supplier's trademarks, trade names, and logos in connection with the marketing and sale of the Products.

5.2. Protection: Master Reseller shall not infringe upon, dilute, or otherwise harm the intellectual property rights of the Supplier.

6. Confidentiality

6.1. Definition: "Confidential Information" means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects, that is designated as "Confidential."

6.2. Obligations: Both parties agree to maintain the confidentiality of the Confidential Information and not to disclose it to any third party without the prior written consent of the other party.

7. Term and Termination

7.1. Term: This Agreement shall commence on the Effective Date and continue for a period of [Specify Duration], unless terminated earlier as provided herein.

7.2. Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party breaches any material term of this Agreement and fails to cure such breach within 30 days after receiving written notice thereof.

7.3. Termination for Convenience: Either party may terminate this Agreement for any reason upon 30 days' prior written notice to the other party.

8. Indemnification

8.1. By Master Reseller: Master Reseller agrees to indemnify, defend, and hold harmless Supplier from any claims, damages, losses, liabilities, costs, and expenses arising out of or in connection with Master Reseller's performance under this Agreement.

8.2. By Supplier: Supplier agrees to indemnify, defend, and hold harmless Master Reseller from any claims, damages, losses, liabilities, costs, and expenses arising out of or in connection with Supplier's performance under this Agreement.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles.

10. Miscellaneous

10.1. Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to its subject matter.

10.2. Amendments: This Agreement may be amended only by a written agreement signed by both parties.

10.3. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

10.4. Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.

REFUND POLICY. Licensee acknowledges and agrees that due to the nature of the Product being eligible for download, all sales of the Product are final and non-refundable. Licensee must clearly communicate this return policy to their customers prior to the sale of the Product, ensuring that customers understand that they are purchasing a nonrefundable product.

IN WITNESS WHEREOF, the parties have executed this Master Reseller Agreement as of December 20, 2024.

Mastering Kingdom Wealth
By: Natasha Dixon & Gianni Taylor
Collectively Known as “MKW”