These Consulting Terms & Conditions (the “Agreement”) govern your access to and use of consulting and implementation services provided by Dow Group LLC, d/b/a The Million Dollar Machine, a Florida limited liability company (“Company,” “we,” “us,” or “our”).
By (a) clicking “I Agree,” “Accept,” or a similar button, (b) signing a proposal, order form, or scope of work that references this Agreement, or (c) paying an invoice that references this Agreement, you (“Client,” “you,” or “your”) agree to be bound by this Agreement. If you do not agree, do not access or use our Services.
1. Services
We design and implement operational systems for your business as described in the proposal, order form, or scope of work (collectively, the “Scope of Work."
To complete the Scope of Work, we will request, and you will provide, information related to your business and operations including, but not limited to: your organizational chart, workspace platform account credentials, and standard operating procedures (which may include setting objectives, project management, sales operations, content creation and marketing, internal communication, and strategic planning cycles) (“Needed Information”).
Communication is instrumental to completion and effectiveness of all Services.
You agree to:
Communicate requests via email; and
Respond to our communications in a timely manner.
Within five (5) business days you agree to:
Deliver requested information and materials, including Needed Information; and
Review deliverables and either approve in writing or provide written comments sufficient to identify your questions and feedback.
You acknowledge that our ability to meet deadlines depends on your prompt performance. Your failure to provide information and feedback timely may delay Services or deliverables, and any such delay shall not constitute a breach by us.
Success in developing your business system depends on your active participation and implementation of strategies developed through the Initial Scope of Work.
You agree to:
Devote the time and attention required to obtain the benefit of participation; and
Conduct yourself in a professional manner and refrain from any activity detrimental to the health, safety, or welfare of other participants.
We make no guarantees related to the success of your business system.
We may use or link to third-party websites, platforms, data, applications, software, products, and services, including but not limited to Notion and other tools (“Third-Party Materials”).
You acknowledge and agree that:
We are not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, or quality;
We have no liability or responsibility for any Third-Party Materials; and
Your access and use of Third-Party Materials is at your own risk and subject to such third parties’ terms and conditions.
2. Term
This Agreement becomes effective when you first accept it as described above and continues until completion of the Initial Scope of Work, as determined by your package selection and Scope of Work.
If you engage us for ongoing consulting or other work, the term will be extended in accordance with the applicable additional packages or order forms.
3. Fees and Payment
You agree to pay the fee(s) described in the applicable Scope of Work or pricing schedule (“Project Fee”)
We will securely store a payment method on file and auto-charge based on mutually agreed upon timeline that will be displayed in your Order
All invoices are due upon receipt unless expressly agreed otherwise in writing
We may withhold delivery, transfer of ownership of deliverables, and/or pause or terminate ongoing work if your account is not current
You may pay invoices by credit card, ACH transfer, or other methods we make available.
Credit Card processing fees of 1.7% will be added to your invoice.
4. Use Restrictions and Non‑Solicitation
You agree you will not, directly or indirectly:
Use or make any copies of any materials or resources obtained through our Services except as permitted for your internal business use;
Use any part of our intellectual property (including related resources and materials, “MDM Intellectual Property”) for your own commercial purposes beyond your existing business, or for the development of a competing product or service, or any other purpose that is to our commercial disadvantage;
Modify, translate, adapt, create derivative works of, or create improvements to any of our materials, whether or not copyrightable;
Remove, delete, alter, or obscure any trademarks, copyrights, or other intellectual property notices provided on or within our materials.
You agree that you will not, directly or indirectly, for yourself or on behalf of another person or entity:
Solicit for work, employ, or engage as an independent contractor, or otherwise induce or influence any of our members, employees, contractors, or service providers to terminate their relationship with us, without our prior written consent, except pursuant to a general solicitation not directed specifically to such person or if such person already terminated their relationship; or
Induce or influence any client or other third party that became known to you directly or indirectly through your participation with us (“Covered Persons”) to alter, terminate, or breach its contractual or other business relationship with us, or solicit business from any such person or entity.
You agree that the duration, scope, and geographic area (any location where we do business) of these restrictions are reasonable. This Section survives termination and any breach is material.
5. Confidential Information
Each party (“Disclosing Party”) may disclose or provide access to certain non‑public, confidential, or proprietary information to the other party (“Receiving Party”) (“Confidential Information”).
Confidential Information includes:
Information concerning a party’s business and operations, financial records, vendor and customer information, products and services, costs, sales and marketing plans, data, and other intellectual property, furnished in oral, tangible, electronic, or other form;
The terms and negotiations of this Agreement and other agreements between the parties; and
All other non‑public information provided by the Disclosing Party.
Confidential Information does not include information that:
Was lawfully in the Receiving Party’s possession before receipt; or
Becomes generally available to the public other than through the Receiving Party’s act or omission.
All Confidential Information remains the property of the Disclosing Party.
The Receiving Party shall:
Maintain Confidential Information in strict confidence;
Disclose it only to employees, contractors, and representatives with a need to know, who are bound by confidentiality obligations;
Use the same degree of care used for its own similar information (and at least reasonable care) to protect it;
Use Confidential Information only to perform obligations under this Agreement; and
Not decompile, disassemble, or reverse engineer any part of the Confidential Information.
If the Receiving Party is required by law to disclose Confidential Information, it will (unless prohibited) provide prompt written notice so the Disclosing Party can seek protective relief and will disclose only what is legally required.
The Parties agree that any breach or threatened breach of this Section may cause irreparable harm for which monetary damages are inadequate. The Disclosing Party is entitled to injunctive relief without posting a bond, in addition to other remedies.
6. Company Content and License
We are the sole and exclusive owner of all rights in and to our content, frameworks, playbooks, methods, and materials, including but not limited to the “6P Playbook” and all related copyrights, trademarks, trade secrets, and other intellectual property rights (“Company Content”).
We grant you a revocable, limited, non‑transferable license to use Company Content only for your existing business’s internal purposes in connection with the Services. You shall not share, resell, or use such Content for any other commercial purpose.
7. Warranties and Representations
You (Client) represent, warrant, and covenant that:
You own all right, title, and interest in, or otherwise have full authority to permit our use of your Confidential Information and materials; and
To the best of your knowledge, all information and materials you provide are accurate, legal, conform to ethical standards of your industry, and do not infringe any third‑party rights.
We represent, warrant, and covenant that we will provide the Services in a professional and workmanlike manner.
If you modify or use deliverables outside the agreed scope or contrary to this Agreement, all warranties we provide are void.
Except as expressly stated, we make no other warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, or compliance with laws or regulations.
8. Indemnification
Each party (“Indemnifying Party”) will indemnify, defend, and hold the other party and its affiliates, officers, directors, employees, and agents harmless from and against all third‑party claims, losses, liabilities, damages, expenses, and costs (including reasonable attorneys’ fees and court costs) arising out of:
The Indemnifying Party’s gross negligence or willful misconduct; or
The Indemnifying Party’s material breach of this Agreement.
The Indemnifying Party’s liability is reduced proportionally to the extent any act or omission of the other party contributed to such liability.
The party seeking indemnification must:
Promptly notify the Indemnifying Party of any claim;
Give the Indemnifying Party complete control of the defense and settlement; and
Cooperate reasonably in the defense.
Failure to give prompt notice may relieve the Indemnifying Party of some or all obligations under this Section.
9. Limitation of Liability
The Services and all work product are provided “as is.”
To the maximum extent permitted by law:
The total aggregate liability of Company and its owners, directors, officers, employees, contractors, and affiliates to you for all claims of any kind is limited to the amounts we received from you in the three (3) months preceding the event giving rise to the claim, and only for the specific project(s) at issue.
In no event shall we be liable for any lost data or content, lost profits, business interruption, or any indirect, incidental, special, consequential, exemplary, or punitive damages, even if advised of the possibility of such damages.
10. Infringement
We have no indemnity obligation for any infringement claim based, in whole or part, on:
Your modification of deliverables without our written consent;
Your use of deliverables other than as designated in this Agreement; or
Your use of deliverables after we notify you to cease such use.
You acknowledge the internet and digital platforms are subject to malfunctions and IP infringement risks. We use commercially reasonable efforts to reduce such risk but cannot guarantee it. We are not responsible for damages or losses arising from use of third‑party platforms or software.
11. Termination
We or you may terminate this Agreement:
Upon completion and approval of deliverables;
For convenience at any time upon written notice;
By mutual written agreement; or
For cause if either party materially breaches this Agreement and does not cure the breach within five (5) business days after written notice.
If you fail to respond to our communications, then after three (3) such attempts, we may terminate this Agreement immediately.
Termination does not release you from payment obligations. We are entitled to compensation for all work performed and expenses incurred through the date of termination, regardless of approval status.
12. Relationship of the Parties and Promotion
You understand and agree that:
We are an independent contractor and not your employee, partner, joint venturer, or agent;
Neither party has authority to bind the other or incur obligations on the other’s behalf except as expressly stated; and
Each party is solely responsible for its own personnel, taxes, and benefits.
We may engage third‑party providers as independent contractors.
We may reproduce, publish, and display deliverables (excluding your Confidential Information) in our portfolios, websites, social media, and other media or exhibits for marketing and promotion, and to be credited with authorship of deliverables.
You acknowledge we may perform services for others whose projects may be similar to yours.
13. Dispute Resolution
If any dispute arises out of or relates to this Agreement:
The disputing party will provide written notice of the dispute within five (5) business days of becoming aware of it.
The parties will make reasonable efforts to resolve the dispute through direct discussions.
If unresolved within seven (7) business days, the parties will endeavor to settle the dispute by non‑binding mediation in accordance with the rules of alternative dispute resolution of the State of Florida for the judicial circuit containing Miami‑Dade County, Florida.
If either party incurs legal fees to enforce this Agreement, the prevailing party is entitled to recover its reasonable attorneys’ fees and related expenses from the other party.
14. Miscellaneous
Notices under this Agreement must be in writing and are deemed given when delivered by email or in person to:
Dow Group LLC d/b/a The Million Dollar Machine
2980 NE 207th St, Suite 300
Aventura, FL 33181
or to such other address we designate in writing.
14.1 Force Majeure
Neither party is liable for failure or delay in performance (other than payment obligations) due to causes beyond its reasonable control, including strikes, civil disturbances, riots, invasion, epidemic, war, natural disaster, acts of God, floods, or fires.
14.2 Severability; Modification; Survival
If any provision is deemed unenforceable, the remaining provisions remain in full force and effect.
This Agreement may only be modified in a writing signed or electronically accepted by both parties.
Any provisions that by their nature should survive termination (including confidentiality, IP, payment, indemnification, and limitations of liability) will survive. Confidentiality and relationship‑of‑the‑parties provisions survive indefinitely, others survive at least three (3) years after termination.
14.2 Assignment; Interpretation
You may not assign this Agreement without our prior written consent. Any attempted assignment without consent is void.
Headings are for convenience only and do not affect interpretation. This Agreement is the product of mutual negotiation and shall not be interpreted against either party as drafter.
14.3 Beneficiaries; Waiver; Counterparts; Electronic Signatures
This Agreement benefits only the parties and their permitted successors and assigns.
Failure to enforce any provision is not a waiver of that provision or any other. Rights and remedies are cumulative.
This Agreement may be executed in counterparts, including electronically, each of which is an original and all of which together form one agreement. Electronic acceptance (including clicking to accept, electronic signatures, or similar actions) has the same effect as original signatures.
14.4 Governing Law; Jurisdiction; Venue
This Agreement is governed by the laws of the State of Florida, without regard to conflict‑of‑law principles.
The parties consent to exclusive jurisdiction and venue in the state and federal courts located in Miami‑Dade County, Florida.