Terms of Service Agreement

Welcome to Cash Flow Project, a premier offering by MK Investment Group LLC ("Company", "we", "us", or "our").

Section 1. Definitions

In this Agreement, the following terms shall be understood as described:

"Agreement" means this Terms of Service Agreement, including any annexes, schedules, appendices, and amendments hereto.

"Company" refers to MK Investment Group LLC.

"User" or "Client" denotes an individual or entity that registers, uses, or accesses the Services provided by the Company, who possesses the legal capacity to enter into binding contracts as prescribed by law.

"Services" encompasses all products, services, content, features, technologies, or functions offered by the Company and all related sites, applications, and services.

"Confidential Information" means any data or information, oral or written, treated as confidential that a party to this Agreement may obtain from another party during the term of this Agreement, including but not limited to business operations, strategies, and client information.

"Intellectual Property" includes, without limitation, all software, algorithms, artwork, designs, inventions, techniques, patents, trademarks, copyright materials, and all other intellectual property rights, whether registered or unregistered.

"Effective Date" refers to the date on which this Agreement is signed or accepted by both parties, thereby becoming legally binding.

"Termination" signifies the end of the Agreement, subject to the terms and conditions laid out herein.

"Parties" refers to the Company and the User/Client collectively, and "Party" refers to either the Company or the User/Client individually.

"Applicable Law" means all laws, statutes, regulations, edicts, by-laws, orders, decrees, rulings, judicial decisions, and other legal requirements or guidelines of any governmental authority that apply to the parties in relation to this Agreement.

Services

Engagement

The Client hereby engages the Company to provide the Client with general advice and consulting services regarding investment real estate, as more particularly described on Schedule “A” adjacent to the caption “Services” (the “Services”).

 Term

The Services will commence on the date upon which the Company accepts the engagement by written notice to the Client (the “Commencement Date”) and shall continue thereafter for a term set forth on Schedule A adjacent to the caption “Term” (the “Term”).  The Commencement Date shall begin on or after the date the Client pays the Compensation defined below.

Compensation

The Company shall be compensated for the Services rendered as described on Schedule A adjacent to the caption “Fees.” This compensation shall be deemed fully earned and become non-refundable on the Commencement Date. Prior to the Commencement Date, Client may request and receive a refund of any Fees paid.

Expenses

The Client agrees to reimburse the Company for reasonable out-of-pocket expenses in addition to the Compensation, including but not limited to appraisals and inspections.

Client Obligations

Accuracy of Information

The Client agrees to provide accurate and complete information as required for the effective delivery of our services at the request of the Company, including but not limited to personal details, investment preferences, and financial information.

Disclosures and acknowledgements

The Client acknowledges the following:

Assignment and Third-Party Fees

The Client acknowledges that the purchase price of properties sourced through the Services may include additional fees charged by third parties, which may directly or indirectly benefit the Company.

Property Management Fees

The Client understands and acknowledges that there may be additional fees related to property management, including but not limited to lease renewal fees, tenant placement fees, potential eviction fees, and a monthly fee for management services. These fees are separate from the investment costs and should be considered when evaluating the overall financial commitment. The Company does not provide property management services.

Property Taxes and Expenses

The Client acknowledges that property taxes and other expenses are an integral part of property ownership and are subject to change based on factors outside the Company's control. These costs may fluctuate annually, impacting the overall financial obligations of the Client. It is the Client's responsibility to stay informed about any changes to expenses and to account for these fluctuations in their financial planning. The Company makes no warranties that any estimates it provides will remain accurate in the future.

Due Diligence

The Company’s obligation to provide information and investigatory services are limited to the Services as defined in Schedule A. The Client is responsible for conducting their own due diligence regarding potential property acquisitions. This includes, but is not limited to, property inspections, legal compliance checks, and financial assessments to ensure informed investment decisions.

Decision-making

The Client is solely responsible for all final decisions regarding property selection and purchase. The Client acknowledges that while the Company provides consulting services, any decisions made and actions taken are the Client's responsibility.

Business Purpose

The Client represents and warrants that it is engaging the Company pursuant to this Agreement for business purposes only.

Disclaimer of warranties

As-Is.

The services provided by the Company are provided on an "as-is" and "as-available" basis. To the fullest extent permitted by applicable law, the Company disclaims all warranties, express or implied, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties that may arise from course of dealing, course of performance, or usage of trade.

No Guarantee of Results.

The Company makes no representations or warranties that:

The Services will meet the Client’s specific requirements, investment objectives, or financial expectations;

The Services will be uninterrupted, timely, secure, or error-free;

The results or outcomes that may be obtained from using the Services will be accurate, reliable, or satisfactory to the Client; and

Any information, materials, or other content obtained through the Services will be as expected, complete, or applicable to any particular investment or financial decision.

Limitations on Advice and Information

Any advice, information, or materials provided by the Company, whether oral or written, shall not constitute any warranty or guarantee as to the suitability, accuracy, or completeness of the information. The Client is solely responsible for evaluating the merits and risks associated with any decisions made based on this information.

Acknowledgement of Investment Risk

The Client acknowledges that real estate investment carries inherent risks, including but not limited to fluctuations in property values, market conditions, tenant occupancy, and unforeseen maintenance expenses. The Company does not guarantee any level of return, cash flow, or financial outcome from investments undertaken with its services.

No Warranty of Legal or Financial Advice

The Company does not provide legal, financial, tax, or investment advice. The Client is advised to seek independent professional advice regarding any legal, financial, or tax matters associated with real estate investments. The Company expressly disclaims any liability for decisions made based on information or services provided.

Limitation of Liability

Notwithstanding any provision to the contrary within this Agreement, the Company’s liability to the Client for any cause whatsoever, and regardless of the form of action, will at all times be limited to the amount paid by the Client to the Company for the Services during the Term. The Company shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses (even if the Company has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information, or services purchased or obtained or messages received or transactions entered into through or from the service; (iii) unauthorized access to or alteration of the Client's transmissions or data; (iv) statements or conduct of any third party on the service; or (v) any other matter relating to the service.

Indemnification

The Client agrees to indemnify and hold harmless the Company, along with its subsidiaries, affiliates, officers, agents, employees, partners, and licensors, from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of content submitted, posted, transmitted, modified, or otherwise made available by the Client through the Services, the Client's use of the Services, the Client's connection to the Services, the Client's violation of the terms of this Agreement, or the Client's violation of any rights of another party.

Termination of Agreement

This Agreement may be terminated under the following conditions:

Termination by the Company

The Company reserves the right to terminate this Agreement, in whole or in part, at its discretion, with or without cause, upon providing the Client with five (5) days’ written notice. Termination may be based on, but is not limited to:

Non-payment of fees or failure to comply with the payment terms outlined in this Agreement;

Any breach of the terms and conditions of this Agreement by the Client; or

The Company’s determination, in its sole discretion, that the provision of services under this Agreement is no longer feasible.

Termination by the Client

The Client may terminate this Agreement only for cause. “Cause” for termination is strictly defined as a substantial failure by the Company to fulfill its core obligations under this Agreement, which materially affects the Client’s intended benefits from the services provided. To terminate for cause, the Client must provide written notice specifying the nature of the breach, and allow the Company a reasonable period of ninety (90) days to cure the breach. If the Company remedies the breach within this cure period, the Client’s termination notice will be deemed withdrawn.

Automatic Termination

This Agreement will automatically terminate upon:

The completion of services as described in this Agreement, or

Mutual written agreement by both Parties.

Obligations Upon Termination

Upon termination of this Agreement, the following provisions shall apply:

Outstanding Payments: The Client remains responsible for any fees accrued up to and including the date of termination. Any prepaid fees for services not yet rendered as of the termination date are considered non-refundable.

Return of Materials: Each Party shall promptly return or destroy any confidential materials or information belonging to the other Party, except as otherwise required to be retained under applicable law.

Post-Termination Services: The Company may, at its sole discretion, continue to provide limited assistance or post-termination support; however, such support shall not alter or extend the termination date of this Agreement and shall be at the discretion of the Company.

Survival of Certain Terms

The termination of this Agreement does not relieve either Party of its obligations regarding confidentiality, indemnification, limitations of liability, and other provisions that, by their nature, should survive termination. These obligations shall survive the Agreement.

Waiver of Claims

Termination by either Party shall not release the Client from any claims or obligations, including fees due, incurred before the termination date.

Dispute Resolution

In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement, or the breach thereof, the Parties shall undertake the following dispute resolution procedures:

Good Faith Negotiation

The Parties agree to attempt to resolve any dispute arising out of or relating to this Agreement promptly by engaging in good faith negotiations. Either Party may initiate such negotiations by providing written notice to the other Party, outlining the issue in dispute. The Parties shall endeavor to settle the dispute within thirty (30) days from the date of the initial notice.

Mediation

If the dispute remains unresolved after thirty (30) days of good faith negotiation, the Parties agree to proceed with mediation before pursuing any other form of dispute resolution. Mediation shall take place in Orange County, California or another mutually agreed-upon location, with a neutral third-party mediator selected by mutual consent. Each Party shall bear its own costs associated with the mediation, and the Parties shall share the mediator’s fees equally. Mediation shall be completed within sixty (60) days from the date mediation is initiated unless the Parties mutually agree to extend the period.

Binding Arbitration

Should mediation fail to resolve the dispute within the stipulated timeframe, the Parties agree to submit the dispute to binding arbitration, administered by the  American Arbitration Association (AAA) in accordance with its rules. The arbitration shall take place in Orange County, California or another mutually agreed-upon location.

Arbitrator Selection: A single arbitrator shall be selected by mutual agreement of the Parties or, failing agreement, by the arbitration provider.

Scope of Arbitration: The arbitrator shall have the authority to award any relief permitted under this Agreement and applicable law, but shall not award punitive damages unless specifically authorized by statute.

Finality and Enforceability: The arbitrator’s decision shall be final, binding, and enforceable in any court of competent jurisdiction. The Parties waive their rights to any form of appeal, review, or reconsideration of the arbitration award by any court or tribunal, except as provided by law.

Costs and Fees

Each Party shall bear its own attorneys’ fees and costs incurred in connection with the arbitration. However, the arbitrator may allocate the costs of arbitration, including the arbitrator’s fees, to the non-prevailing Party, or as otherwise deemed equitable by the arbitrator.

Provisional Remedies

Nothing in this Agreement prevents either Party from seeking provisional remedies, such as temporary restraining orders or preliminary injunctions, from a court of competent jurisdiction if such action is necessary to prevent immediate and irreparable harm.

Limitation on Litigation

This dispute resolution process shall serve as the exclusive remedy for all disputes, claims, questions, or disagreements arising from or relating to this Agreement. The Parties agree to waive their right to pursue any litigation or alternative dispute resolution outside the procedures outlined in this section, except for enforcement of the arbitration award or as necessary for provisional relief as specified in section 9.5.

Confidentiality of Proceedings

All negotiations, mediation, and arbitration proceedings shall be confidential, and the Parties agree not to disclose any information regarding such proceedings to any third party, except as may be required by law or for the enforcement of any settlement or arbitration award.

Non-Circumvention

Non-Circumvention Obligations

The Client agrees that, during the term of this Agreement and for a period of five (5) years following its termination, the Client shall not, directly or indirectly, circumvent, bypass, or attempt to circumvent or bypass the Company in order to engage in any business transaction with any third parties introduced or identified through the Company (“Introduced Party”), without the prior written consent of the Company. This includes any transaction that arises from or relates to the turnkey purchase opportunities, services, or introductions facilitated by the Company under this Agreement.

Known Third-Party Beneficiaries

The Company’s network of service providers, who facilitate purchase opportunities offered to the Client by the Company, are known third-party beneficiaries to this Agreement. The Client acknowledges that these service providers would suffer financial and reputational harm from circumvention and therefore have the right to enforce this non-circumvention clause independently. Such service providers may include, but are not limited to, real estate agents, property managers, inspectors, contractors, consultants, and other affiliated professionals introduced by the Company.

Scope of Restriction

The non-circumvention obligation applies to any business transaction or opportunity that:

Is related to or arises from the services, introductions, or information provided by the Company under this Agreement;

Involves an Introduced Party, including any third-party beneficiary from the Company’s network of service providers; or

Was discovered through the Company’s introductions, disclosures, or facilitated meetings.

Remedies for Breach

The Client acknowledges that any breach of this non-circumvention provision may cause significant harm to both the Company and its network of service providers, for which monetary damages alone may be insufficient. Therefore, in addition to any other legal remedies available, the Company and its third-party beneficiaries shall be entitled to seek injunctive relief to prevent further breaches of this section. Furthermore, the Client agrees to compensate the Company and its third-party beneficiaries for any damages, including lost profits, fees, or commissions, that would have been earned or accrued absent the breach.

Survival of Non-Circumvention Obligations

The non-circumvention obligations set forth in this section shall survive the termination or expiration of this Agreement for a period of five (5) years from the termination date.

Confidentiality

Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" includes all non-public, proprietary, or sensitive information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party") in connection with this Agreement, whether disclosed orally, in writing, electronically, or by other means. Confidential Information includes, but is not limited to, business plans, financial data, pricing, trade secrets, technical information, client lists, marketing strategies, and any other information that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Obligations of Confidentiality

The Receiving Party agrees to use the Confidential Information solely for purposes related to the performance of this Agreement and not for any other purpose without the prior written consent of the Disclosing Party; to maintain the confidentiality of the Confidential Information and not disclose it to any third party without the prior written consent of the Disclosing Party, except as necessary to employees, agents, or advisors who have a need to know for the performance of this Agreement, and who are bound by confidentiality obligations at least as restrictive as those in this Agreement; and to protect the Confidential Information with the same level of care it uses to protect its own confidential information, but in no event with less than a reasonable standard of care.

Exclusions from Confidentiality

Confidential Information does not include information that (a) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (b) was independently developed by the Receiving Party without use of or reference to the Confidential Information; (c) is lawfully obtained from a third party who has the right to disclose it without breaching any confidentiality obligation to the Disclosing Party; or (d) was already in the Receiving Party's possession at the time of disclosure by the Disclosing Party, as evidenced by the Receiving Party’s written records.

Required Disclosures

If the Receiving Party is compelled by law, regulation, or court order to disclose Confidential Information, the Receiving Party shall (a) provide the Disclosing Party with prompt written notice of the required disclosure, if legally permitted, to allow the Disclosing Party an opportunity to contest the disclosure or seek a protective order; (b) only disclose the minimum amount of Confidential Information necessary to comply with the legal requirement; and (c) reasonably cooperate with the Disclosing Party, at the Disclosing Party’s expense, in its efforts to prevent or limit the required disclosure.

Return or Destruction of Confidential Information

Upon termination of this Agreement, or upon the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy all copies of the Confidential Information in its possession, and certify in writing that it has done so. The Receiving Party may retain one archival copy of the Confidential Information if required by law or as necessary for record-keeping purposes, subject to the ongoing confidentiality obligations under this Agreement.

Duration of Confidentiality Obligations

The obligations of confidentiality under this Agreement shall survive for a period of five (5) years from the date of disclosure of the Confidential Information or for as long as the information remains confidential, whichever is longer, unless otherwise specified by law.

Remedies for Breach

The Receiving Party acknowledges that any unauthorized use or disclosure of the Confidential Information may result in immediate and irreparable harm to the Disclosing Party for which damages alone would be an insufficient remedy. Therefore, in addition to any other remedies available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief to prevent any such unauthorized use or disclosure, without the requirement of posting bond or other security.

Intellectual property

Ownership of Intellectual Property

All intellectual property rights in and to any materials, documents, software, content, methodologies, processes, and information provided by the Company in connection with this Agreement ("Intellectual Property") are and shall remain the sole and exclusive property of the Company. The Client acknowledges that it does not acquire any ownership rights, title, or interest in the Company’s Intellectual Property through this Agreement or through the use of the Company’s services.

License to Use

The Company grants the Client a limited, non-exclusive, non-transferable, and revocable license to use the Intellectual Property solely for the purposes of utilizing the services provided under this Agreement. The Client may not copy, reproduce, modify, distribute, display, perform, sublicense, create derivative works from, or otherwise exploit the Intellectual Property, in whole or in part, without the prior written consent of the Company.

Protection of Intellectual Property

The Client agrees not to disassemble, decompile, reverse engineer, or attempt to derive any source code, underlying ideas, algorithms, or structure from any Intellectual Property provided by the Company. The Client further agrees not to remove, alter, or obscure any proprietary notices, labels, or marks on any Intellectual Property provided.

Infringement Notification

The Client agrees to promptly notify the Company if it becomes aware of any unauthorized use, infringement, or potential infringement of the Company’s Intellectual Property. The Company reserves the right to take any legal action it deems necessary to protect its Intellectual Property rights.

Survival of Intellectual Property Obligations

The obligations under this Intellectual Property section shall survive the termination or expiration of this Agreement.

Miscellaneous

Governing Law

This Agreement shall be governed and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law. Any disputes or legal proceedings arising from this Agreement will be exclusively resolved in the courts located in California.

Entire Agreement

This Agreement constitutes the entire agreement between the parties concerning its subject matter, superseding all previous communications, representations, or agreements, whether written or oral.

Amendment and Modification

Amendments to this Agreement are valid only if made in writing and signed by authorized representatives of both parties.

Severability

If any provision of this Agreement is found to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

Waiver

The failure of the Company to enforce any right or provision of this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by the Company in writing.

Notices

All notices, requests, and other communications under this Agreement must be in writing and are deemed duly given when received if personally delivered or sent by registered or certified mail (return receipt requested) or email, to the parties at the addresses specified in this Agreement or such other address as the party may specify in writing.

Assignment

The Client may not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Company. The Company may assign its rights and obligations under this Agreement in its sole discretion.

SCHEDULE A

“Done For You” Service

Services.

The Company shall provide coaching and guidance to aid you in purchasing one (1) residential investment property, in the following ways:

Identification of potential investment properties eligible for your purchase (herein, a “Recommended Property”).

Advice and guidance regarding selection of investment properties that fit your criteria.

Availability to answer questions and provide guidance through the purchase closing process.

Referral to third-party vendors, such as property inspectors, appraisers and attorneys as required by your needs.

Guidance through the Section 8 application and inspection process after closing.

Compensation.

The fee for this service is $10,000, due and payable at the signing of this Agreement. This fee covers the assistance provided by the Company for one (1) property purchase. If the Client decides to pursue additional property purchases with the Company’s assistance, a new Agreement must be signed, and an additional $10,000 fee will be due and payable at the signing of each subsequent Agreement.

Term. The Services shall begin on the Commencement Date and shall continue until the earlier of (a) three (3) months after the completion of the purchase of a Recommended Property; or (b) twelve (12) months after the Commencement Date, should the Client not complete a purchase of a Recommended Property.

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