ZEEK: Key Figures — And Paul Burks’ Defense

Founder Of Zeek Rewards, Paul Burks Trial To Begin

PatrickPretty

EDITOR’S NOTE: Prosecutors and Paul Burks are clashing over expert witnesses and the admissibility of certain evidence. The article below reproduces the anticipated core of Burks’ trial defense, as advanced by his lawyers. This article is not intended to be all-encompassing. Prosecutors, of course, have an altogether different take. They have posted the indictment against Burks […]

The post ZEEK: Key Figures — And Paul Burks’ Defense appeared first on PatrickPretty.com.

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Grand Jury Was Meeting When Some Zeekers Waged Misinformation Campaign

Federal Prosecutors In Zeek Reward Trial Question Veracity Of Burks’ ‘Handwritten Notebooks’

Paul Burks Founder of Zeek Rewards & Rex Venture Group

New filings by federal prosecutors in the criminal case against Zeek’s Paul Burks reveal that a grand-jury investigation was under way within days of the SEC’s Aug. 17, 2012, shutdown of the “program” and confirmation by the U.S. Secret Service that it also was investigating Zeek. Burks was subpoenaed by the grand jury on Aug. […]

The post Grand Jury Was Meeting When Some Zeekers Waged Misinformation Campaign; Prosecutors Question Veracity Of Burks’ ‘Handwritten Notebooks’ appeared first on PatrickPretty.com.

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Breaking Zeek Rewards News: Dawn Wright-Olivares & Dan Olivares Plead Guilty To Criminal Charges & Settle Civil Actions

Many on both sides of the argument have been waiting for something to break to either prove or disprove that Rex Venture Group LLC was truly running a ponzi/pyramid scheme. In this latest news Dawn Wright-Olivares and Dan Olivares admit to some incredible information. SEC Press Release.

Additional Information:

The Dispatch

Ponzi Tracker – Authorities File Criminal and Civil Charges Against ZeekRewards Ponzi Employees (UPDATED)

The MLM Attorney – Dawn Olivares, Operations Officer for Zeek Rewards, Pleads Guilty To Two Counts of Fraud

Patrick Pretty – URGENT >> BULLETIN >> MOVING: Zeek Rewards Figures Dawn Wright-Olivares And Daniel Olivares Charged Criminally, Sued Civilly

WFMY News – Federal Charges Filed in Zeek Rewards Case

 Behind MLM – Dawn Wright-Olivares pleads guilty to fraud

IN THE UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF NORTH CAROLINA CHARLOTTE DIVISION

 SECURITIES AND EXCHANGE COMMISSION,

 Plaintiff,

vs.

 DAWN WRIGHT-OLIVARES and DANIEL OLIVARES,

Defendants,

Civil Action No.

CONSENT OF DEFENDANT DAWN WRIGHT- OLIVARES

1.        Defendant Dawn Wright-Olivares (“Defendant”)  waives service of a summons and the Complaint in this action, enters a general appearance, and admits the Court’s jurisdiction over Defendant and over the subject matter of this action.

2.         Defendant has entered into a written agreement to plead guilty to criminal conduct relating to cetiain matters alleged in the Complaint in this action.  Specifically, in United States

v. Dawn Wright-Olivares, Crim. No.        (W.D.N.C.), Defendant agreed to plead guilty to (1) Conspiracy [18 U.S.C. § 371] to commit wire fraud in violation of 18 U.S.C. § 1343, and securities fraud in violation of Section 10(b) of the Securities Exchange Act of 1934 [15 U.S.C.

§§ 78G)b)] and Rule lOb-5 thereunder  [17 C.F.R. § 240.10b-5]; and (2) Tax Fraud Conspiracy in violation of 18 U.S.C. § 371.  In connection with that plea, Defendant admitted the facts set

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forth in the Factual Summary filed contemporaneously with her Plea Agreement, which is filed on this date in the criminal action.  This Consent shall remain in full force and effect regardless of the existence or outcome of any further proceedings in United States v. Dawn Wright­ Olivares, Crim. No._ (W.D.N.C.).

3.         Defendant hereby consents to the entry of judgment in the form attached hereto (the “Final Judgment”) and incorporated by reference herein, which, among other things,

a.   permanently restrains and enjoins Defendant from violation of Sections 5(a), 5(c), and 17(a) ofthe Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77q(a)], and Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15

U.S.C. § 78j(b)], and Rule 10b-5 thereunder [17 C.P.R.§ 240.10b-5], and from directly or indirectly participating in, or facilitating, the solicitation of any investment in any security or in the offering of any security, provided, however, that such injunction shall not prevent Defendant from purchasing or selling securities listed on a national exchange for her own personal account; and

b.   orders Defendant to pay disgorgement in the amount of $7,846,900.95, plus prejudgment interest thereon in the amount of$337,163.99, for a total of

$8,184,064.94,  but provides that Defendant’s  payment of disgorgement and prejudgment interest shall be deemed satisfied upon entry of a restitution order and/or forfeiture order requiring Defendant to pay an amount equal to or greater than $8,184,064.94  in United States v. Dawn Wright-0/ivares, Crim. No. _ (W.D.N.C.).

4.         Defendant agrees to disclaim and relinquish, and agrees that the Court shall order Defendant to disclaim and relinquish, all legal and equitable right, title, claim, or interest in Rex

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Venture Group LLC, including: all subsidiaries, whether incorporated or unincorporated; all businesses or business names under which it does business and; and all assets in Rex Venture Group LLC’s  possession, custody or control, including assets held in accounts in any financial institution.

5.         Defendant waives the entry of findings of fact and conclusions of law pursuant to Rule 52 of the Federal Rules of Civil Procedure.

6.         Defendant waives the right, if any, to a jury trial and to appeal from the entry of the Final Judgment.

7.         Defendant enters into this Consent voluntarily and represents that no threats, offers, promises, or inducements of any kind have been made by the Commission or any member, officer, employee, agent, or representative of the Commission to induce Defendant to enter into this Consent.

8.         Defendant agrees that this Consent shall be incorporated into the Final Judgment with the same force and effect as if fully set forth therein.

9.         Defendant will not oppose the enforcement of the Final Judgment on the ground, if any exists, that it fails to comply with Rule 65(d) of the Federal Rules of Civil Procedure, and hereby waives any objection based thereon.

10.       Defendant waives service of the Final Judgment and agrees that entry of the Final Judgment by the Court and filing with the Clerk of the Court will constitute notice to Defendant of its terms and conditions.  Defendant further agrees to provide counsel for the Commission, within thirty days after the Final Judgment is filed with the Clerk of the Court, with an affidavit or declaration stating that Defendant has received and read a copy of the Final Judgment.

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11.       Consistent with 17 C.F.R. 202.5(±), this Consent resolves only the claims asserted against Defendant in this civil proceeding.

Defendant acknowledges that no promise or representation has been made by the Commission or any member, officer, employee, agent, or representative of the Commission with regard to any criminal liability that may have arisen or may arise from the facts underlying this action or immunity from any such criminal liability.

Defendant waives any claim ofDouble Jeopardy based upon the settlement of this proceeding, including the imposition of any remedy or civil penalty herein.  Defendant further acknowledges that the Court’s  entry of a permanent injunction may have collateral consequences under federal or state law and the rules and regulations of self-regulatory organizations, licensing boards, and other regulatory organizations.  Such collateral consequences include, but are not limited to, a statutory disqualification with respect to membership or participation in, or association with a member of, a self-regulatory organization.

This statutory disqualification has consequences that are separate from any sanction imposed in an administrative proceeding.  In addition, in any disciplinary proceeding before the Commission  based on the entry of the injunction in this action, Defendant understands that she shall not be permitted to contest the factual allegations of the Complaint in this action.

12.       Defendant understands and agrees to comply with the Commission’s policy “not to permit a defendant or respondent to consent to a judgment or order that imposes a sanction while denying the allegations in the Complaint or order for proceedings.”  17 C.P.R. § 202.5.  In compliance with this policy, Defendant acknowledges her guilty plea for related criminal conduct described in paragraph 2 above, and agrees: (i) not to take any action or to make or permit to be made any public statement denying, directly or indirectly, any allegation in the Complaint or creating the impression that the Complaint is without factual basis; and (ii) that

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upon the filing of this Consent, Defendant hereby withdraws any papers filed in this action to the extent that they deny any allegation in the Complaint.  If Defendant breaches this agreement, the Commission may petition the Court to vacate the Final Judgment and restore this action to its active docket.  Nothing in this paragraph affects Defendant’s: (i) testimonial obligations; or (ii) right to take legal or factual positions in litigation or other legal proceedings in which the Commission is not a party.

13.       Defendant hereby waives any rights under the Equal Access to Justice Act, the Small Business Regulatory Enforcement Fairness Act of 1996, or any other provision of law to seek from the United States, or any agency, or any official of the United States acting in his or her official capacity, directly or indirectly, reimbursement of attorney’s fees or other fees, expenses, or costs expended by Defendant to defend against this action.  For these purposes, Defendant agrees that Defendant is not the prevailing party in this action since the parties have reached a good faith settlement.

14.       In connection with this action and any related judicial or administrative proceeding or investigation commenced by the Commission or to which the Commission is a party, Defendant agrees to cooperate fully and truthfully, regardless of the time period in which the cooperation is required.  The full, truthful, and continuing cooperation of Defendant shall include, but not be limited to:

a.   producing all non-privileged documents and other materials to the Commission as requested by counsel for the Commission, wherever located, in the possession, custody, or control ofDefendant;

b.   appearing for interviews, at such times and places, as requested by counsel for the

Commission;

c.   responding fully and truthfully to all inquiries, when requested to do so by counsel for the Commission, in connection with these proceedings;

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Editor’s Note: Page six would not transfer for this article. You can read the full Settlement and other court documents by clicking the links below.

Wright-Olivares Complaint 

Consent Of Wright-Olivares 

Final Judgement As To Dawn Wright-Olivares

Final Judgement As To Daniel Olivares

 

 

 

Breaking News: SEC Sanctions Troy Dooly Under The 1933 Securities Act For Pimping Zeek Rewards

Yes a little over dramatic, but I figured I would use a little from Patrick Pretty and Behind MLM to show I am willing to face the music for my actions. You can review the official documents at the SEC website

UNITED STATES OF AMERICA Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933

Release No. 9460 / September 30, 2013

ADMINISTRATIVE PROCEEDING File No. 3-15540

In the Matter of

ADAM TROY DOOLY, Respondent,

ORDER INSTITUTING CEASE-AND- DESIST PROCEEDINGS PURSUANT TO SECTION 8A OF THE SECURITIES ACT OF 1933, MAKING FINDINGS, AND IMPOSING REMEDIAL SANCTIONS AND A CEASE-AND-DESIST ORDER

I.

The Securities and Exchange Commission (“Commission”) deems it appropriate that cease- and-desist proceedings be, and hereby are, instituted pursuant to Section 8A of the Securities Act of 1933 (“Securities Act”), against Adam Troy Dooly (“Dooly” or “Respondent”).

II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission, or to which the Commission is a party, and without admitting or denying the findings herein, except as to the Commission’s jurisdiction over him and the subject matter of these proceedings, which are admitted, Respondent consents to the entry of this Order Instituting Cease- and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (“Order”), as set forth below.

III.

On the basis of this Order and Respondent’s Offer, the Commission finds1 that:

The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on any other person or entity in this or any other proceeding.

1.         Dooly, age 49, is a resident of Destin, Florida. Through his entity Deep South Companies, he provides consulting and public relations services to direct selling businesses, including internet-based network marketers. He also operates numerous websites, including MLMHelpdesk.com, through which he broadcasts news and information about the direct selling industry.

2.         From at least April 2012 until August 2012, Dooly served as a paid consultant to Rex Venture Group, LLC (”RVG”), the parent company of ZeekRewards.com (“ZeekRewards”), the self-described “affiliate advertising division” for a penny auction website known as Zeekler.com. ZeekRewards operated as a multi-level marketing program offering subscription memberships to affiliates who then recruited new affiliates and bought and gave away as samples, or sold, bid packages for the penny auction website. Rather than promoting penny auctions, however, RVG primarily marketed ZeekRewards to investors as an opportunity to earn passive income indefinitely through their participation in the program.

3.         Under two successive contracts, RVG agreed to pay Dooly $6,000 per month to provide various consulting and public relations services that included, among other things, responding to negative press about RVG and ZeekRewards; providing live reporting from company events; conducting video chat interviews to “promote company, founders, officers, products and culture”; and providing media exposure to facilitate market penetration and improve public perception. In furtherance of the foregoing, Dooly promoted ZeekRewards on his website, MLMHelpdesk.com; posted blog entries and youtube.com videos giving publicity to ZeekRewards; and conducted at least one radio interview promoting the company.

4.         Dooly provided the agreed services until ZeekRewards was shut down by the SEC in August 2012 for operating an illegal pyramid and Ponzi scheme. For all his services, Dooly earned $24,000 in consulting fees, but he never received the last $6,000 payment because the company’s assets were frozen (thus receiving only $18,000).  Of that total, $3,000 or approximately 17% was attributed to public relations or promotion in various media outlets.

5.         In each instance of public relations or promotion in various media outlets, Dooly failed to disclose to his readers and listeners that RVG was paying him for such publicity. Dooly believed that, pursuant to a non-disclosure agreement, RVG maintained the exclusive right to determine whether or not to disclose Dooly’s consulting agreement and the amount of compensation. Because RVG did not authorize such disclosure, Dooly declined to reveal his compensation and, in at least one instance, Dooly denied (or misled his audience about) receiving compensation from RVG (apart from reimbursement of expenses) when asked about his compensation during a public radio program.

6.         As a result of the conduct described above, Dooly violated Section 17(b) of the Securities Act, which prohibits publishing, giving publicity, or circulating “any notice, circular, advertisement . . . or communication which, though not purporting to offer a security for sale, describes such security for a consideration received or to be received, directly or indirectly, from an issuer . . . without fully disclosing the receipt, whether past or prospective, of such consideration and the amount thereof.”

7.         In the pending case of SEC v. Rex Venture Group LLC et al., Civil Action No. 3:12- CV-519 (W.D.N.C., filed Aug. 17, 2012), in which the complaint alleges violations arising from substantially similar facts as set forth herein, the Court has appointed Kenneth Bell, Esq. as receiver (the “Receiver”).

IV.

In view of the foregoing, the Commission deems it appropriate to impose the sanctions agreed to in Respondent Dooly’s Offer.

Accordingly, it is hereby ORDERED that:

A.        Pursuant to Section 8A of the Securities Act, Respondent Dooly cease and desist from committing or causing any violations and any future violations of Section 17(b) of the Securities Act.

B.        Pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, as amended, a Fair

Fund is created for the disgorgement, interest, and penalties described in Paragraph C below. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be treated as penalties paid to the government for all purposes, including all tax purposes. To preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor Action, he shall not argue that he is entitled to, nor shall he benefit by, offset or reduction of any award of compensatory damages by the amount of any part of Respondent’s payment of a civil penalty in this action (“Penalty Offset”). If the court in any Related Investor Action grants such a Penalty Offset, Respondent agrees that he shall, within 30 days after entry of a final order granting the Penalty Offset, notify the Commission’s counsel in this action and pay the amount of the Penalty Offset to the United States Treasury or to a Fair Fund, as the Commission directs. Such a payment shall not be deemed an additional civil penalty and shall not be deemed to change the amount of the civil penalty imposed in this proceeding. For purposes of this paragraph, a “Related Investor Action” means a private damages action brought against Respondent by or on behalf of one or more investors based on substantially the same facts as alleged in the Order instituted by the Commission in this proceeding.

C.        Respondent shall pay disgorgement of $3,000, prejudgment interest of $98.81, and civil penalties of $3,000 to the Receiver. Cf. 17 C.F.R. § 201.1102(a). Such payments, in accordance with the schedule set forth below, shall be: (A) made by United States postal money order, certified check, bank cashier’s check or bank money order; (B) made payable to Kenneth Bell, Esq., court-appointed Receiver for Rex Venture Group LLC d/b/a ZeekRewards.com; (C) hand-delivered or mailed to Kenneth Bell, Esq. , McGuire Woods, LLP, 201 North Tryon Street, Charlotte, NC 28202-2146; and (D) submitted under cover letter that identifies Dooly as a Respondent in these proceedings, the file number of these proceedings, a copy of which cover letter and money order or check shall be sent to Brian M. Privor, Division of Enforcement, Securities and Exchange Commission, 100 F Street, N.E., Mail Stop 5546, Washington, DC, 20549-5546. Such payment shall be made according to the following schedule:

•    $3,098.81, representing disgorgement and prejudgment interest, shall be paid within 10 days of the entry of this Order; and

•    $3,000.00, representing civil penalties, shall be paid within 90 days of the entry of this Order.

If timely payment is not made, additional interest shall accrue pursuant to SEC Rule of Practice 600 or pursuant to 31 U.S.C. 3717.

By the Commission.

Elizabeth M. Murphy – Secretary

 

Agreements With Rex Venture Group

AMBASSADOR PARTNER AGREEMENT

This Ambassador Partner Agreement (the Agreement) is executed April 8th, 2012 and becomes effective upon the acceptance of both parties.

BETWEEN: Deep South Strategic Solutions (the ‘Strategist’), a corporation organized and existing under the laws of the state of Florida, and Rex Venture Group LLC dba Zeek Rewards dba Zeekler. (the ‘Company’), a corporation organized and existing under the laws of the state of Nevada.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and intending to be legally bound, the parties hereto agree as follows:

  1. 1.      SOCIAL MEDIA & PR SERVICES

The company hereby contracts the strategist to perform the following services in accordance with the terms and conditions set forth in this agreement:

  • Respond indirectly to negative press from critical websites or social threads
  • Live reporting from company events. (travel & lodging not included)
  • Wear the company colors (shirt) during all company specific videos.
  • 2-days at company location analyzing, strategizing and developing customized social marketing tactics to gain authority of your brand and vertical.
  • Analyze Internet Conversation to determine market penetration and public perception of the company, and make strategic tweaks to maintain niche dominance
  • One-on-one and casual video chat interviews to promote company, founders, officers, products and culture. Shot at the corporate office and various locations. (travel & lodging not included).
  • Five piece custom review video series placed on the top social networking sites.
  • 12-video updates over the year and placed on the top social sites around the world
  • Custom coaching or speaking at annual conference or regional events, twice a year.
  • Review Policies, Procedures and Compensation Structure
  1. 2.      TERMS OF AGREEMENT

The initial term of this agreement shall commence on April 9th, 2012 and shall continue for a period of one year. The agreement shall automatically renew at the end of the initial term for successive one year periods unless one party delivers written notice to terminate this agreement to the other party within 30 days by certified mail or personal delivery.

  1. 3.      PLACE WHERE SERVICES WILL BE RENDERED

The strategist will perform most services in accordance with this Agreement at a location of strategist’s discretion. In addition, the strategist will perform services on the telephone and at such other places as necessary in accordance with this agreement.

  1. 4.      PAYMENT TO STRATEGIST

The strategist will be paid an annual fee of $6,000.00 for services in accordance with this agreement. The company will pay the strategist $6,000.00 upon the execution of this Agreement. Renewal payments will be paid in full on or before upon the anniversary of renewal.

  1. 5.      INDEPENDENT CONTRACTOR

Both the company and the strategist agree that the strategist will act as an independent contractor in the performance of its duties under this contract. Accordingly, the strategist shall be responsible for payment of all taxes including Federal, State and local taxes arising out of the strategist’s activities in accordance with this contract, including by way of illustration but not limitation, Federal and State income tax, Social Security tax, Unemployment Insurance taxes, and any other taxes or business license fee as required.

  1. 6.      CONFIDENTIAL INFORMATION

The strategist agrees that any information received by the strategist during any furtherance of the strategist’s obligations in accordance with this contract, which concerns the personal, financial or other affairs of the company will be treated by the strategist in full confidence and will not be revealed to any other persons, firms or organizations. This clause will outlive this Agreement for a period of 24 months passed the effective date.

  1. 7.      NONDISPARAGEMENT

The Strategist agrees that it will not, directly or indirectly: (i) make any comments, either written or oral; and (ii) take any action or fail to take any action, and of which could be construed as portraying Company, its officers, directors, shareholders and/or employees in a negative light. In addition, the Strategist will not directly or indirectly disparage Company, its officers, directors, shareholders and/or employees in any manner. For purposes of this Agreement, a comment that is factually true shall not be deemed disparaging. This clause will outlive this Agreement for a period of 24 months passed the effective date.

  1. 8.      OWNERSHIP AND CONTROL

The parties expressly agree that the Services described in Section 1 is a “work made for hire,” that Strategist’s work has been specially ordered and commissioned by the Company as a contribution to a collective work, supplemental work or such other category of work as may be eligible, to the greatest extent available under the law, for treatment as a “work made for hire.” The Company shall be deemed the sole author of the work. The Company shall also be deemed the owner of the work and its attendant intellectual property rights.

EMPLOYMENT OF OTHERS

The company may from time to time request that the strategist arrange for the services of others. All costs to the strategist for those services will be paid by the company but in no event shall the strategist employ others without the prior authorization of the company. Any third party in connection with the services of this Agreement are required to execute a Confidentiality and Nondisclosure Agreement.

  1. 9.      GOVERENING LAW

This Agreement shall be governed in all respects, whether as to validity, construction, capacity, performance, or otherwise, by the laws of the State of Florida.

  1. 10.  COMPLETE AGREEMENT

The provisions herein constitute the entire agreement between the parties and supersede all previous expectations, understandings, communications, representations and agreements whether verbal or written with respect to the subject matter hereof. Any modification of this Agreement must be in writing and signed by all parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

Deep South Strategic Solutions

Company

Second Agreement

CONSULTING AGREEMENT

THIS  CONSULTING  AGREEMENT  is  made  and  entered  into  as  of  May  _18th,  2012 (the

“Effective Date”), by and between REX VENTURE GROUP, LLC, a Nevada limited liability company

(“Rex”),  and  Deep South Companies, Inc. dba Deep South Strategic Solutions,   a

FloridaCorporation (“Consultant”).

WHEREAS,  Rex wishes  to hire the Consultant  as an independent  contractor  to perform  such services as described in Exhibit A (the “Services”) and such other tasks as Rex specifies; and

WHEREAS, Consultant has agreed to perform the Services in accordance with this Agreement in exchange for good and valuable consideration and as an independent contractor to Rex; and

WHEREAS, the parties desire to memorialize their agreement in writing.

NOW, THEREFORE,  for and in consideration  of this Agreement, the hiring of the Consultant as an independent contractor and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.            Term and Termination.   The initial term of this Agreement is for one year commencing on the Effective  Date  (“Initial  Term”).    Either  party  hereto  shall  have  the right  to terminate  this  Agreement because  of the breach  or  violation  of the terms  hereof  by the  other  party  upon  giving  ten (10)  days’ written notice to the breaching party (specifying the reason for termination) of such effective termination date.  However, the breaching party shall first be given written notice reasonably describing the nature of such  breach,  and  shall  have  five  (5)  business  days  in  which  to  cure  such  breach  to  the  reasonable satisfaction  of the non-breaching  party.   This Agreement  may be terminated without  cause at any time and by either party upon thirty (30) days prior written notice.   If termination is by Consultant,  he/she/it agrees to continue work for Rex at reduced hours for a period of thirty (30) days until a replacement is hired and trained if requested to do so by Rex.  Upon termination of this Agreement, all confidential and proprietary information shall be returned to the owning party.  In the event the termination is caused by a party’s  default  of its obligations  under the Agreement,  the party shall have the opportunity  to cure the default within the thirty (30) day period.

2.            Scope  of  Duties  and  Standards.    Consultant  shall  perform  the  Services,  including,  but  not limited to, those set forth in Exhibit A.   Consultant  shall complete the Services in accordance with the schedule mutually agreed upon by the parties.   In performing the Services, Consultant agrees to abide by Rex’s written policies then in effect.  Consultant warrants that the Services to be provided pursuant to this Agreement shall be performed in a professional manner in accordance with the prevailing reasonable commercial  standards  and  in  compliance  with  all  applicable  statutes,  acts,  ordinances,  laws,  rules, regulations, codes and standards.  At Rex’s request, the parties shall periodically meet to review the status of the work and Services.    To the extent any licenses  are required to use the Services  or their related products,  the  parties  shall  include  such  licenses  on  Exhibit  A  and  shall  enter  into  a separate  license agreement if deemed necessary by Rex.

3.            Fees  and  Payment.    Prices  for  the  Services,  including  all  disbursements,  cost  and  expenses incurred by Consultant, shall be in accordance with the rate shown in Exhibit B.  Consultant shall keep a record of each billable transaction fee and shall make available all such transaction records for inspection by Rex.   Consultant shall submit an invoice to Rex for its Services upon delivery of the final product or pursuant to a billing schedule if so agreed to by the parties.  Invoices shall be submitted to Rex as directed and Rex shall pay the invoices within thirty (30) days after receipt.

4.            Expenses.   Rex shall not be liable to Consultant  for any expenses  incurred by Consultant  (all such expenses are included in the fees described in Section 3 above).  Consultant shall have no authority to bind Rex by any promise or representation, including those related to expenses, unless specifically authorized in writing by Rex.

5.            Independent  Contractors.    With  respect  to  all  work,  duties  and  obligations,  it  is  mutually understood  and agreed  that Consultant  and its  employees,  representatives  and agents  are,  at all  times, acting and performing services as independent contractors (and not as an employee or agent of Rex). The Consultant  shall  have  no authority  to assume  or  create  any  obligation  or liability,  whether  express  or implied, on behalf of or in the name of Rex, or to bind Rex in any manner whatsoever.   The Consultant represents and warrants that the Consultant qualifies as an independent contractor under the provisions of applicable  state and federal law, including  tax laws.    As an independent  contractor,  Consultant  hereby expressly agrees that Consultant is responsible for the payment of all taxes, including federal, state, and local taxes, arising out of Consultant’s performance of the Services, including, but not limited to, federal and state income  tax,  social  security  tax,  unemployment  insurance  taxes,  and any and all  other  taxes. Neither party is authorized to act as an agent, employee or legal representative  of the other by virtue of this Agreement.

6.            Proprietary Rights; Work Made For Hire.  Consultant shall have no proprietary interest in any work product, including without limitation works, programs, materials, products, deliverables, patents, copyrights, trademarks, documents, data compilations, reports, and any other materials developed while performing the Services under this Agreement (hereafter “Work Product”).   All such Work Product is the property of Rex, and all title and interest therein shall vest in Rex and shall be deemed to be a work made for hire and made in the course of the services rendered hereunder.   The parties acknowledge that all title to any Work Product, including any and all intellectual property rights, shall vest in Rex and that all Work Product  shall  be considered  “work  made  for  hire”  under  17  U.S.C.  § 201(b)  and any  other  applicable intellectual property law.  To the extent that ownership of such Work Product does not automatically vest in Rex and any such Work Product is not deemed to be a “work made for hire” under applicable law, and to the extent it includes material subject to trademark, copyright, trade secret, or other proprietary rights protection,  Consultant  irrevocably  and  exclusively  transfers  and  assigns  to  Rex,  its  successors  and assigns, all right, title and interest in and to all such Work Product, and any derivatives thereof, including but not limited to the right to present, assign, license, sell or otherwise control such Work Product and all related  materials  in  all  countries  throughout  the  world.    Subject  to  the  terms  and  conditions  of  this Agreement, Rex shall have the sole and exclusive right to trademark, copyright or otherwise own, control, and exercise any and all intellectual property rights over such Work Product.   Consultant agrees to assist Rex with any registrations  or other filings necessary to secure its rights in such Work Product.   If, other than  those  rights  explicitly  set  forth  in  this  Agreement,  any  intellectual  property  rights  in  the  Work Product  vest  in  Consultant,  Consultant  shall  immediately  irrevocably  assign  such  rights  in  the  Work Product to Rex.

7.            Representations  and Warranties.  Consultant  hereby represents  and warrants  to Rex that (i) it has the necessary  skills and knowledge  to provide the Services,  (ii) that it has complied  with all local, state  and  federal  laws  and  regulations   and  has  obtained  all  necessary   permits;  (iii) that  it  is  a

in good standing in its state of organization and authorized to do business in all jurisdictions  where so required;  (iv) it has the authority  to provide the Services  and any licenses,  title, rights  and  work  product  referenced  in  this  Agreement;  (v) that  the  Services  and  the  products  that Consultant provides in connection with the Services do not infringe upon or violate any proprietary or intellectual  property  rights  of any  third  parties;  and  (vi) Consultant  has  no  outstanding  agreements  or obligations that are in conflict with any provisions of this Agreement,  or that would preclude Consultant from  complying  with  the  provisions  of this  Agreement.    To  the  extent  the  Services  and  any  related products  do  infringe  upon  or  violate  third  party  intllectual  property  or  proprietary  rights,  then  the Consultant shall fully defend, indemnify and hold harmless Rex for any of the losses, claims, demands, damages,  liabilities,  judgments,  expenses,  defense  costs,  causes  of  action  and/or  settlements,  or  fees

(including reasonable attorney’s fees) Rex may incur as a result thereof; this shall be in addition to and not in lieu of any indemnification responsibilities of the Consultant under this Agreement.

8.         Confidentiality.

(a)  For  the  purposes  hereof,  each  party  hereto  shall  be  the  “receiving  party”  with  respect  to information disclosed by any other party, and shall be the “disclosing party” with respect to information disclosed by it, as appropriate in the context in which such terms are used.

(b)  As  used  in  this  Agreement,  the  term  “Confidential  Information”  means  any  and  all  data  and information relating to the business of the disclosing party which is delivered or disclosed to the receiving party and which is not generally known to the general public.   Confidential Information includes, but is not limited to, information (whether oral, written, recorded or otherwise communicated) relating to the disclosing party’s business operations, plans, processes, products, services, customers, suppliers, financial affairs (including financial statements), relationships, services, service development, process, procedures, pricing,   employee    staffing    policies,    programs,    employee    compensation    and  benefits,    employee handbooks,   manuals,  accounting   policies,   procedures   or  information,   and  marketing   or  advertising strategies, or any other information related to the negotiations involving the parties hereto.   However, Confidential  Information  does  not  include  any information  which  (a) has  become  generally  known  or available  to the public  through  no act  of the receiving  party;  (b) has been approved  for release  to the general public by written authorization of the disclosing party; or (c) has been ordered to be disclosed by binding governmental authority, court order or duly authorized subpoena provided that the receiving party shall first have given written notice of such ordered disclosure to the disclosing party and to the extent practicable allowed the disclosing party to seek to protect the confidentiality of the information ordered to be  disclosed.     Additionally,  Confidential  Information  shall  include  all  such  information  relating  to subsidiaries or affiliates of the disclosing party.

(c)  The parties will not disclose any Confidential Information of the other party to third parties, nor use the other party’s Confidential Information for purposes other than those for which it was disclosed hereunder,   nor  publish,   nor  allow  to  be  published,   any  material   derived  from  the  disclosures   of Confidential  Information  contemplated  hereunder,  without  the  prior  written  consent  of  the  disclosing party.   The parties will not disclose the fact that any discussions are taking place, and such fact shall be deemed Confidential Information.   Each party hereto agrees:   (a) to inform all of its representatives  who receive Confidential  Information  of the confidential  nature of such information  and agrees to direct all such representatives  to treat such Confidential Information confidentially and not to use it other than for the purpose of providing the Services described in this Agreement; (b) to be responsible in any event for any breach  of this  Agreement  by any  of its representatives;  (c) to make all reasonable,  necessary  and appropriate  efforts to safeguard the Confidential  Information  from disclosure to any person or entity or other than as specifically  contemplated  herein; and (d) to keep a record of the Confidential  Information furnished to the other party and the location of such information.

(d)  Title to all materials delivered shall remain in the disclosing party.  At any time upon the request of the disclosing party or its counsel, the receiving party shall promptly redeliver to the disclosing party all written material containing or reflecting any information contained in the Confidential Information (including  all copies,  extracts  or other reproductions)  and agree to destroy all documents,  memoranda, notes and other writing whatsoever (including all copies, extracts or other reproductions), prepared by the receiving party or its representatives  based on the information contained in the Confidential Information. The  receiving   party   shall   promptly   confirm   such   destruction   to  the  disclosing   party  in  writing. Notwithstanding the return or destruction of the Confidential Information, the receiving party and its representatives will continue to be bound by their obligations of confidentiality and other obligations hereunder.

(e)  Nothing  contained  herein  shall  be  construed  as  granting  the  receiving  party  a  license,  either express  or implied,  under  any  patent,  copyright,  trademark,  trade  secret,  or  other  intellectual  property right, owned or obtained, or which is or may be licensable by the disclosing party.

(f)   Without the prior written consent of the disclosing party, neither the receiving party nor any of the  receiving  party’s  representatives   shall  initiate  or  cause  to  be  initiated  (other  than  through  the disclosing party) any communication with any employee of the disclosing party, or with any third party independent   contractor   that   has   contracted   with  the  disclosing   party   concerning   the  Confidential Information;  provided  further, Consultant  specifically  agrees that it shall have no communications  with any of Rex’s lenders, suppliers or customers.

(g)  The parties acknowledge  that the disclosing  party will be irreparably  damaged in the event that any of the terms of this Agreement are violated and agree that such terms shall be enforceable through: (a) issuance of an injunction restraining  the unauthorized  copying,  duplication,  use or disclosure  of any Confidential Information furnished to or acquired by the receiving party or any of its employees, agents or representatives;  or (b) any other equitable  or legal remedies, which shall be cumulative  with and are not  exclusive  of any  other  remedy  available  to the damaged  party.    The breaching  party will also be responsible to pay or reimburse the damaged party for any reasonable attorneys’ fees incurred by it in the event of a breach or threatened breach of this Agreement.

9.            Insurance.  Consultant  shall procure and maintain in effect during the term of this Agreement: (1) general liability insurance coverage with minimum limit of $1 million per occurrence and $3 million annual aggregate; and (2) professional  liability insurance coverage within minimum limits of $1 million per occurrence  and $3 million aggregate;  and (3) workers  compensation  insurance  coverage with North Carolina statutory limits.  Consultant shall have its policies endorsed to name Rex as an additional insured thereunder  and  shall  provided  to  Rex  certificates  of  insurance  evidencing  continuous  coverage  upon request.  This provision shall survive termination of this Agreement.

10.          Indemnification.   Both parties expressly agree to defend, indemnify and hold harmless the other party  from  any  and  all  losses,  claims,  demands,  damages,  liabilities,  judgments,  expenses  (including reasonable  attorney’s  fees),  defense  costs,  causes  of  action  and/or  settlements  arising  out  of  or  in connection with, either directly or indirectly, any errors, omissions or negligent acts on the part of the indemnifying  party,  its  employees,  agents  consultants,  in  the  performance  of  this  Agreement.  This provision shall survive termination of this Agreement.

11.          Limitation  of Liability.  In  no  event  shall  Rex  be liable  for  loss  of profit,  goodwill  or  other indirect, special, incidental, punitive or consequential damages suffered by Consultant for performance of services  hereunder.    In  no  event  shall  Rex’s  liability  hereunder  exceed  the  amount  paid  by  Rex  to Consultant   for  those  Services,   the  performance   or  non-performance   of  which   form  the  basis   of Consultant’s claim. This provision shall survive termination of this Agreement.

12.          Use of Name.   Neither party shall not use the other’s name (or copyrights, symbols, trademarks or  service  marks)  in  any  press  releases,  media  statements  or  public  communications   or  otherwise publicize this Agreement without the other party’s prior written consent.  Provided that, to the extent Rex is required  to report  Consultant’s  name  pursuant  to an agency  or  government  inquiry  or investigation, then it shall be allowed to do so.  This provision shall survive termination of this Agreement.

13.          Notice.  Unless otherwise provided herein, all notices and other communications which may be or are required to be given or made by any party to the other in connection herewith shall be in writing and shall  be deemed  to have  been  properly  given and received  on the  date either:  (i) delivered  in  person, (ii) one (1) day after being deposited with a nationally-recognized  overnight courier, or (iii) three (3) days after being deposited in the United States first class certified mail, return receipt requested, items (i)–(

above being sent to the applicable addresses set forth below, or at such other addresses as specified by written notice delivered in accordance herewith. Any notices given or made under this Agreement may be given by legal counsel for the party giving such notice.

If to Rex:                                  Rex Venture Group, LLC Attn:  Paul Burks

_______________________

_______________________

With a copy to:                          Johnston, Allison & Hord, P.A.

Attn:  John A. Morrice

1065 East Morehead Street

Charlotte, NC  28204

If to Consultant


____________________________

____________________________

____________________________

14.          Arbitration.   Any controversy  or claim arising out of or relating in any manner whatsoever  to this Agreement or performance hereunder shall be determined by arbitration in accordance with the Commercial  Arbitration  Rules  of  the  American  Arbitration  Association  and  the  North  Carolina  and Federal Arbitration Acts, and judgment upon the award rendered by the arbitrators may be entered in any court  having  jurisdiction  thereof.    Such  arbitration  shall  be  held  in Charlotte,  North  Carolina.    If the matter  in  controversy  involves  an  aggregate  sum  of  less  than  $2,000,000,  one  (1)  arbitrator  will  be selected; if greater than or equal to $2,000,000, a panel of three (3) arbitrators will be appointed.

15.          Amendment.   This Agreement may not be changed, modified, amended or supplemented except by written agreement by the parties.

16.          No Waiver.   No waiver  of any term or provision  of this Agreement  shall be deemed  to be a waiver of any subsequent breach of such term or provision of this Agreement.

17.          Assignment/Binding Effect.  Neither this Agreement nor any interest hereunder may be assigned or  otherwise  transferred  by either  party to a third  party without  the  prior  written  consent  of the other party,  which  shall  not  be unreasonably  withheld;  provided  that  Rex  may assign  this  Agreement  to an affiliated entity or an entity that merges with or acquires Rex.  This Agreement shall be binding upon and inure to the benefit of the heirs, successors, assigns, and delegates of the parties hereto.

18.          Attorneys’  Fees  and  Expenses.     In  the  event  any  suit,  action,  proceeding,   or  arbitration involving this Agreement is commenced by any party hereto, the prevailing party in such suit, action, proceeding, or arbitration shall be entitled to recover its reasonable attorneys’ fees and expenses from the other party(s) as determined by the court or arbitrator in accordance with N.C. Gen. Stat. § 6-21.6.   The parties  to this  agreement  hereby  acknowledge  this  agreement  is  a  contract  entered  into  primarily  for business or commercial purposes.

19.        Governing Law.  This Agreement shall be governed by and construed under the laws of the state of North Carolina.

20.        Heading s.     All  articles,  section  or  paragraph  titles  or  captions  in  this  Agreement  are  for convenience only and are not deemed part of the content of this Agreement.

jurisdiction where used, that provision will be deemed modified to the extent necessary to make it valid while

accomplishing the purpose most similar to that contained in the original provision, and will not affect any other provision  of this  Agreement  so long as the economic  or legal substance  of the transactions  contemplated hereby is not affected in any manner adverse to any party.

22.          Third Party Rights.   This Agreement is entered into by and between the parties hereto and for their benefit.   There is no intent by either party to create or establish a third party beneficiary or status or right in any third party to this Agreement, except as such rights are expressly created and as set forth in this Agreement, and no such third party shall have any right to enforce or any right to enjoy any benefit created or established under this Agreement.

23.          Entire  Agreement.     This  Agreement  and  documents  referred  to  herein  set  forth  the  entire understanding of the parties with respect to the subject matter hereof.   Any previous arrangements or understandings between the parties regarding the subject matter hereof are merged into and superseded by this Agreement.   All representations, warranties, covenants, terms and conditions of this Agreement shall be  binding   upon  and  inure  to  the  benefit   of  and  be  enforceable   by  the  respective   heirs,   legal representatives and successors and assigns of the parties hereto.

[Signature(s) appear on the following page(s)

authorized representatives of each entity.

REX VENTURE GROUP, LLC

 

By:                                                                    Paul Burks, Manager

 

[CONTRACTOR]

By:                                                                    [insert name & title]

 

Third Agremeent

AMBASSADOR PARTNER AGREEMENT

This Ambassador Partner Agreement (the Agreement) is executed June 8th, 2012 and becomes effective upon the acceptance of both parties.

BETWEEN: Deep South Strategic Solutions (the ‘Strategist’), a corporation organized and existing under the laws of the state of Florida, and Rex Venture Group LLC dba Zeek Rewards dba Zeekler. (the ‘Company’), a corporation organized and existing under the laws of the state of Nevada.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and intending to be legally bound, the parties hereto agree as follows:

  1. 1.      CONSULTING & PR SERVICES

The company hereby contracts the strategist to perform the following services in accordance with the terms and conditions set forth in this agreement:

  • Respond indirectly to negative press from critical websites or social threads
  • Live reporting from company events. (travel & lodging not included)
  • Wear the company colors (shirt) during all company specific videos.
  • Company location analyzing, strategizing and developing customized tactics to maintain authority in the unique bid auction niche. (travel & lodging not included)
  • Analyze Internet Conversation to determine market penetration and public perception of the company, and make strategic tweaks to maintain niche dominance
  • One-on-one and casual video chat interviews to promote company, founders, officers, products and culture. Shot at the corporate office and various locations. (travel & lodging not included).
  • Video updates over the year and placed on the top social sites around the world
  • Custom coaching or speaking at annual conference or regional events as needed (travel & lodging not included)
  • Review Policies, Procedures, Compensation Structure and Business  Operations to maintain company and affiliate compliance with all federal and state laws
  1. 2.      TERMS OF AGREEMENT

The initial term of this agreement shall commence on June 8th, 2012 and shall continue for a period of one year. This agreement replaces an agreement between both parties dated April 8th, 2012. This agreement shall automatically renew at the end of the initial term for successive one-year periods unless one party delivers written notice to terminate this agreement to the other party within 30 days by certified mail or personal delivery.

  1. 3.      PLACE WHERE SERVICES WILL BE RENDERED

The strategist will perform most services in accordance with this Agreement at a location of strategist’s discretion. In addition, the strategist will perform services on the telephone and at such other places as necessary in accordance with this agreement.

  1. 4.      PAYMENT TO STRATEGIST

The strategist will be paid an annual fee of $72,000.00 for services in accordance with this agreement. The company will pay the strategist $6,000.00 upon the execution of this Agreement. And $6,000.00 monthly for the duration of the agreement. Renewal payments will be paid as stated above.

  1. 5.      INDEPENDENT CONTRACTOR

Both the company and the strategist agree that the strategist will act as an independent contractor in the performance of its duties under this contract. Accordingly, the strategist shall be responsible for payment of all taxes including Federal, State and local taxes arising out of the strategist’s activities in accordance with this contract, including by way of illustration but not limitation, Federal and State income tax, Social Security tax, Unemployment Insurance taxes, and any other taxes or business license fee as required.

  1. 6.      CONFIDENTIAL INFORMATION

The strategist agrees that any information received by the strategist during any furtherance of the strategist’s obligations in accordance with this contract, which concerns the personal, financial or other affairs of the company will be treated by the strategist in full confidence and will not be revealed to any other persons, firms or organizations. This clause will outlive this Agreement for a period of 24 months passed the effective date. The strategist will also sign and agree to an additional Non-disclosure Agreement found following this agreement.

  1. 7.      NONDISPARAGEMENT

The Strategist agrees that it will not, directly or indirectly: (i) make any comments, either written or oral; and (ii) take any action or fail to take any action, and of which could be construed as portraying Company, its officers, directors, shareholders and/or employees in a negative light. In addition, the Strategist will not directly or indirectly disparage Company, its officers, directors, shareholders and/or employees in any manner. For purposes of this Agreement, a comment that is factually true shall not be deemed disparaging. This clause will outlive this Agreement for a period of 24 months passed the effective date.

  1. 8.      OWNERSHIP AND CONTROL

The parties expressly agree that the Services described in Section 1 is a “work made for hire,” that Strategist’s work has been specially ordered and commissioned by the Company as a contribution to a collective work, supplemental work or such other category of work as may be eligible, to the greatest extent available under the law, for treatment as a “work made for hire.” The Company shall be deemed the sole author of the work. The Company shall also be deemed the owner of the work and its attendant intellectual property rights.

EMPLOYMENT OF OTHERS

The company may from time to time request that the strategist arrange for the services of others. All costs to the strategist for those services will be paid by the company but in no event shall the strategist employ others without the prior authorization of the company. Any third party in connection with the services of this Agreement are required to execute a Confidentiality and Nondisclosure Agreement.

  1. 9.      GOVERENING LAW

This Agreement shall be governed in all respects, whether as to validity, construction, capacity, performance, or otherwise, by the laws of the State of Florida.

  1. 10.  COMPLETE AGREEMENT

The provisions herein constitute the entire agreement between the parties and supersede all previous expectations, understandings, communications, representations and agreements whether verbal or written with respect to the subject matter hereof. Any modification of this Agreement must be in writing and signed by all parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

Deep South Strategic Solutions – Company

Non-Disclosure Agreement

CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT

THIS CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT is made as of this 8th day of June, 2012, by and between Deep South Companies, dba Deep South Strategic Solutions (the “First Party”) and Rex Venture Group, LLC. and its subsidiaries and affiliated entities, (hereinafter referred to as “Company”) to assure the protection and preservation of the confidential and/or proprietary nature of information to be disclosed or made available to each other in connection with certain negotiations and discussions.

WHEREAS, the First Party and the Company (collectively referred to as “the parties”) wish to assure the confidential and/or proprietary status of the information that they may disclose to the other;

NOW THEREFORE, in reliance upon and in consideration of the exchange and/or disclosure of valuable information, the adequacy of which is acknowledged and conceded, the parties agree as follows:

1.   Confidentia l Informatio n. The term “Confidential Information” refers to all documents or information: (i) which the disclosing party has marked “Confidential Information”; or (ii) pertaining to the disclosing party’s operating, marketing, financial, or personnel matters, its present or future products, products formulae, services, sales, revenue, suppliers, customers, clients, employees, or business, whether such information is in oral, written, graphic, or electronic form, and whether such information is patented, copyrighted or categorized as a trade secret or know how. Confidential Information does not include

information or documents that:

a.   was previously known to the receiving party free of any obligation to keep it confidential as shown by the written records of the receiving party,

b.   so long as the receiving party did not receive such information or documents directly or indirectly from the disclosing party;

c.   receiving party without knowledge of the Confidential Information as shown by the written records of the receiving party;

d.   is disclosed to third parties by the disclosing party without restriction; or

e.   is lawfully received from a third party whose disclosure would not violate any confidentiality or other legal obligation.

2.   Nondisclosure or Confidential Information. The parties represent and warrant to each

other that they will maintain the secrecy of all Confidential Information made available

by the disclosing party and will disclose such information only to its officers, directors, accountants, attorneys, and/or shareholders and such other persons as the parties mutually agree. In the event that either party desires to make the Confidential Information

available to any of its consultants, such party shall first require such consultant to deliver

an executed copy of this Agreement to the other party. The parties covenant and agree that they will use the Confidential Information only for purposes of determining whether they are interested in entering into an agreement or business relationship with the disclosing party.

3.   Return of Confidentia l Informatio n. The parties agree that, whenever the disclosing party so requests, the receiving party shall promptly return all Confidential Information made available to it, together with all originals and copies of financial statements, spreadsheets, manuals, documents, drawings, tapes, discs, or other materials relating to such Confidential Information.

4.   Prohibit io n of Use of Confidentia l Informatio n. Except as a subsequent written agreement between the parties may specifically permit, the parties covenant and agree that no Confidential Information supplied by the disclosing party will be used in any way except as specifically permitted by this Agreement, either by the receiving party or by any person receiving such Confidential Information through or from the receiving party, whether directly or indirectly.

5.   Non-Circumvent. The parties agree not to use the other’s confidential information for the purpose of circumventing the other party to solicit, negotiate or compete with any business transactions directly or indirectly with the other party’s customers, associates, clients, employees, consultants, manufacturers, or raw materials suppliers.

6.   Duratio n. The duration of this Agreement shall be perpetual, but the obligation to maintain the secrecy and confidentiality of Confidential Information made available under this Agreement and the obligation not to use or incorporate Confidential Information made available under this Agreement shall continue in full force and effect for as long as the Confidential Information remains confidential. If, however, a court finds this period is not reasonably necessary to protect the parties’ legitimate protectable interests, then the duration shall be for a period of two (2) years from the date of this Agreement.

7.   Complete Agreement. This Agreement contains the final, complete, and exclusive agreement of the parties relating to non-disclosure and confidentiality of Confidential Information, and this Agreement may not be changed, modified, amended, or supplemented except by a written instrument signed by both parties.

8.   Applicable Law. This Agreement and the legal relations between the parties shall be governed by and in accordance with the laws of the State of Florida.

9.   Dispute Resolutio n. In the event a dispute under or relating to this Agreement cannot be settled by mutual consultation between the parties, both parties irrevocably consent to the jurisdiction of any state or federal court sitting in the Northwestern District of Florida for the resolution of any such dispute and the courts located in Maricopa County, Arizona shall be the sole jurisdiction and venue for any dispute between the parties. The prevailing party in any litigation filed with any such court, including appeals from such court, shall be entitled to an award of costs and reasonable attorneys’ fees.

10. Equitable Remedies. Each party hereby acknowledges and agrees that, in the event of any breach of this Agreement by the receiving party, including, without limitation, the actual or threatened disclosure of the disclosing party’s Confidential Information without the prior written consent of the disclosing party, the disclosing party will suffer an irreparable injury such that no remedy at law will afford the disclosing party adequate protection against, or appropriate compensation for, such injury. Accordingly, each party hereby agrees that the disclosing party shall be entitled to specific performance of a receiving party’s obligations under this Agreement, as well as such further injunctive relief as may be granted by a court of competent jurisdiction.

11. Severability. In the event of invalidity of any provision of this Agreement, the parties agree that such invalidity shall not affect the validity of the remaining portions of the Agreement, and further agree to substitute for the invalid provision a valid provision that most closely approximates the intent and economic effect of the invalid provision.

12. Definit io n. The definition of the term “Company” shall include Rex Ventures Group LLC., and any and all of its subsidiaries, affiliates and related entities, including Zeek Rewards and Zeekler.com.

Strategist: Deep South Companies Inc.  Date: June 8th, 2012

 

 

 

 

 

Breaking Zeek Rewards Update: Claims Process Is Now Closed, Next Subpenas & Clawbacks To The Net Winners

The Dispatch

September 6, 2013

To Affiliates and Other Creditors of Rex Venture Group, LLC:

Kenneth D Bell

On May 15, 2013, the claims process for Rex Venture Group, LLC d/b/a ZeekRewards (“ZeekRewards”) commenced pursuant to the Order Approving (I) Claims Process, (II) Setting of Bar Date, and (III) Approving Notice Procedures. The claims process closed as of 11:59 pm prevailing Eastern Time on September 5, 2013, and you are no longer able to submit a claim on the Receiver’s Claim Portal.  Thank you all for timely complying with the claims process.

As of the close of the claims process on September 5, 2013, 173,782 individual, final claims were submitted on the Claim Portal by almost 200,000 individual registrants.  The overwhelming majority of the claims submitted, approximately 99%, were asserted by Affiliate-Investors and Retail Auction Users. As of September 5, 2013, the aggregate total of all final claims was in excess of $550 million. Please note this data is preliminary, unaudited, and subject to change.

We will provide updated data regarding the claims submitted and the claims process in the Receiver’s Status Report for the Third Quarter of 2013.  That status report is due on October 30, 2013.

Throughout the claims process, we have been working with our forensic accountants and claims advisors at FTI and our claims agent, Garden City Group, to begin the claims reconciliation process.  The reconciliation process will establish the amount of a Claimant’s claim against ZeekRewards that we believe is legitimate.  In this process, we will also determine the amount of cash the Claimant received from ZeekRewards.

Due to the overwhelming response to the claims process and the volume of claims submitted, we cannot estimate how long this reconciliation process will take to complete.  However, we are undertaking every effort to complete the process as soon as is practicable.  To the extent Claimants submitted complete information supporting their claims, we will be able to reconcile those claims more quickly.  Once a material number of claims have been reconciled, we will begin issuing Claim Determination letters.  We will issue these Claim Determination letters on a rolling basis thereafter, and they will state whether a Claimant’s claim(s) has been allowed or disallowed, the amount allowed (if applicable), any amounts the Claimant received from ZeekRewards during its operation, and how the Claimant may object to the Claim

Determination.  These amounts established in the reconciliation process will be used to determine the distribution that will be paid to a Claimant.

It is still my intention to make an interim distribution to Claimants who hold allowed claims as soon as possible.  The amount available for distribution, the timing of the distribution, the distribution reserves, and the method of distribution all must be approved by the Court. Therefore, I anticipate filing a motion that will seek to, among other relief: (1) distribute Receivership Assets to Claimants on a pro-rata basis; (2) establish the procedures for the resolution of objections to claim determination amounts; (3) establish the priority of payments among all Claimants (if any); (4) establish the method for determining the amounts of the distributions to be made; (5) establish the method of distributions to be made (check, electronic payment, etc.); (6) address the application and allocation of expenses in making distributions; and (7) address how to treat de minimus distributions.  It is anticipated that this motion will be filed prior to the end of this year.  A final distribution will be made at the close of the receivership once all recovery efforts are complete.

Please note: If you did not complete and fully submit a claim through the Receiver’s online Claim Portal, or through alternative means expressly authorized by me in writing prior to 11:59 pm prevailing Eastern Time on September 5, 2013, your claim will not be counted and you will not receive a distribution on account of any amounts that ZeekRewards may owe you.

However, I plan to seek court approval to permit the late filing of certain claims by Affiliate- Investors or financial institutions in the following limited circumstance.  As some of you may recall, the Receivership previously demanded that financial institutions that improperly stopped payment on cashier’s checks, teller’s checks, and bank money orders presented by the Receivership make good on those items and pay the full value of those items to the Receivership. Many financial institutions complied with this demand in July and August 2013 (though some items still remain unpaid).

In the event that a financial institution pays the Receivership for stopped payment cashier’s checks, teller’s checks, or bank money orders, and financial institutions or affiliates were unable to submit or amend a resulting claim to the Receivership on or before September 5, 2013, I will ask the court to permit the late filing of such claims.  I will ask that the Court permit ONLY late claims or amendments of claims from (a) financial institutions seeking to file a subrogation claim on behalf of its affiliate customers after paying stopped payment cashier’s checks, teller’s checks, and bank money orders to the Receivership on or after August 1, 2013; or (b) affiliates whose financial institutions pay the Receivership on or after August 1, 2013 for stopped payment cashier’s checks, teller’s checks, and bank money orders, and are thereafter charged or debited by their financial institutions for these items.  Further information, including the date by which such claims must be filed, will be contained in the motion to permit the late filing of these claims.

Finally, as we have previously reported, I intend to pursue court action beginning this fall against those who profited from ZeekRewards because those profits came at the expense of ZeekReward’s victims.  Potential targets of such action include “net winners,” former insiders, and anyone else who knew or should have known of the inappropriate nature of ZeekRewards’ activities and yet facilitated those activities for their own gain.  Funds recovered from any such actions will be used to further compensate ZeekReward’s victims.

As always, thank you for your continued patience in this process.  I continue to be dedicated to returning to you the greatest percentage of the amount of your claims as is possible.

Sincerely, Kenneth D. Bell

Receiver for Rex Venture Group, LLC d/b/a ZeekRewards

ATTENTION Zeek Rewards News & Info: Last chance to file Zeek Rewards claim

LEXINGTON, N.C. — Victims of Zeek Rewards have one more week to file a claim to get their money back.

The federal government shut down Zeek Rewards last year, calling it a “pyramid scheme.”

Zeek Rewards COO Dawn Wright Olivares

A receiver is now in charge of getting as much money back as possible and giving it to victims.

The last day to file a claim in September 5.

Visit www.zeekrewardsreceivership.com for more information.

Breaking Zeek Rewards News: You Can Now File A Claim For Your Money Back!

Zeek Rewards COO Dawn Wright Olivares

As promised Kenneth Bell, the claims process is now open for ALL who believe they have a claim against the estate of Rex Venture Group, LLC, aka Zeek Rewards.

 

Click here to Register

 

Click here if you already have a

Registration ID and Password

 

Any entity or person (including, without limitation, persons, partnerships, corporations, joint ventures, estates, trusts, and governmental units) that believes that it holds a Claim* (each a “Claimant”) against Rex Venture Group, LLC d/b/a ZeekRewards.com and Zeekler.com (collectively “ZeekRewards”) should submit a Claim (a “Claim”) by completing the series of questions relating to its claim by following the links below (a “Claim Form”) if it would like to receive a distribution on account of its Claim.
All Claimants must submit a Claim Form to Kenneth D. Bell (the “Receiver”) on or before 11:59 p.m. prevailing Eastern Time on September 5, 2013, the deadline established by the District Court for the Western District of North Carolina (the “Court”) for the submission of all such Claims.
Failure to timely submit a Claim Form, submitting an incomplete Claim Form or submitting a Claim Form without supporting documentation may result in the complete disallowance of your Claim.
The Claim submitted on the Claim Form remains subject to a determination of the allowable amount, if any, of the asserted Claim. The requests for information on this Claim Form do not constitute and shall not be considered the basis for the determination of any Claim or distribution.
All affiliate Claimants (an “Affiliate”) who participated in ZeekRewards should submit a separate Claim for each ZeekRewards UserName that it registered and/or used in regard to ZeekRewards.com.
Points accumulated, awarded or otherwise held by Affiliates will not be considered in an Affiliate’s Claim and should not be provided.
* The term Claim means any (a) right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured; or (b) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured, or unsecured.

Click here to Register

Click here if you already have a

Registration ID and Password