Trademark Trial and Appeal Board Electronic Filing System. https://estta.uspto.gov
`
`ESTTA Tracking number:
`
`ESTTA1193444
`
`Filing date:
`
`02/28/2022
`
`IN THE UNITED STATES PATENT AND TRADEMARK OFFICE
`BEFORE THE TRADEMARK TRIAL AND APPEAL BOARD
`
`Proceeding no.
`
`91268935
`
`Party
`
`Correspondence
`address
`
`Submission
`
`Filer's name
`
`Filer's email
`
`Signature
`
`Date
`
`Defendant
`Zane Ventures LLC
`
`AMBER C SAUNDERS
`THE SAUNDERS FIRM LLP
`6 CONCOURSE PARKWAY
`SUITE 2140
`ATLANTA, GA 30328
`UNITED STATES
`Primary email: amber@thesaundersfirm.com
`678-680-4336
`
`Motion to Dismiss - Rule 12(b)
`
`Sammy M. Naoulo
`
`team@thesaundersfirm.com, amber@thesaundersfirm.com
`
`/Sammy M. Naoulo/
`
`02/28/2022
`
`Attachments
`
`Motion to Dismiss Zane.pdf(823060 bytes )
`
`

`

`IN THE UNITED STATES PATENT AND TRADEMARK OFFICE
`
`BEFORE THE TRADEMARK TRIAL AND APPEAL BOARD
`
`Marguerite Davis
`
`Opposer
`
`V.
`
`Zane Ventures, LLC
`
`Applicant
`
`OPPOSITION NO. 91268935
`
`NOTICE OF OPPOSITION
`
`Mark: ZANE ACCESS
`
`App. No.: 90216882
`
`Filed: September 28, 2020
`
`Published: March 30, 2021
`
`APPLICANT ZANE VENTURES, LLC’S RESPONSE TO OPPOSER & MOTION TO
`DISMISS
`
`COMESNOW,Applicant ZANE VENTURES, LLC (“Applicant”), by and through
`
`undersigned counsel, hereby renewsits Motion to Dismiss the Notice of Opposition by
`
`MARGUERITEDAVIS (“Opposer”) for the failure to state a claim upon whichrelief can be
`
`granted. Fed. R. Civ. P. 12(b)(6).
`
`FACTS
`
`Opposer began working with Zane Venture Fund Management, LLCas a consultant to
`
`serve as Program Lead for entrepreneurs matriculating through the Zane Access accelerator
`
`program. On July 31, 2020, Opposer terminated the consulting agreement via email, with an
`
`effective date of August 30, 2020. In her termination notice, Opposerstates “ Thank you for the
`
`opportunity to work with Zane on Zane Access, I know it will be greatly successful.
`
`I will take
`
`the appropriate actions to make for a smooth and easytransition.” Opposerneither created the
`
`Zane Access core programming,nor did she create the name Zane Access.
`
`

`

`On August 3, 2020, Shila Nieves Burney, Managing Memberof Zane Venture Management
`
`Fund, LLC, accepted Opposer’s termination and advised that Opposer need not complete the 30
`
`days provided within hernotice, i.e. the termination would be effective immediately. Opposer
`
`responded on August 11, 2020, demanding payment for purported expenses incurred by Opposer
`
`and compensation Opposerfelt she was owed between January 1, 2020 and July 31, 2020 to the
`
`tune of approximately $14,000. While Zane Venture Management Fund, LLC did not feel as
`
`though any money was owed to Opposer, attempts at settlement were made,to no avail.
`
`Opposerthen beganto file a lawsuit against Zane Venture Management Fund, LLC, Shila Nieves
`
`Bumey, and Zane Ventures, LLC in the Magistrate Court of Fulton County to recover the funds
`
`that Applicant feels she is owed. Attached as Exhibit A is a copy of the Complaintfiled by
`
`Opposer with Exhibits.
`
`On September28, 2020, Applicant, Zane Ventures, LLC, filed an application with the
`
`USPTOto register the mark ZANE ACCESS (“Mark”) in international class 035, 036, 041
`
`(United States Trademark Application Serial No. 90216882). The USPTOpublished the
`
`Applicant’s application in the Official Gazette on March 30, 2021 for opposition. Opposer
`
`requested an extension of time to oppose on June 02, 2021 without consent, requesting to make
`
`the deadline to oppose August 2, 2021.
`
`Opposeralleges that the Applicant’s Mark should not be allowedto register because
`
`there is a pending contractual dispute between the parties in the State of Georgia, Fulton County
`
`Magistrate Court. Opposer claimsthat it would be unfair for Applicantto benefit financially
`
`from a Markthat wasnotpaidfor.
`
`

`

`ARGUMENT
`
`Opposer’s Notice of Opposition fails to state a claim upon whichrelief can be granted.
`
`In addition to the basic statutory cause of action for opposition provided for in 15 U.S.C. §
`
`1063(a), Opposer must also plead, and later prove, a statutory ground for opposition. TBMP
`
`§309.03(c)(1). Opposerhas no valid statutory grounds based on Opposer’s Complaint. Opposer
`
`alleges that Applicantis not the rightful owner of mark for identified goodsor services.
`
`However, Opposer doesnot state that Opposeris the rightful owner.
`
`Opposer cannot overcomethat she was a contract employee of Applicant. As a part of
`
`her Complaint with Fulton County Magistrate Court, Opposer attached a fully executed copy of
`
`the contract that she is seeking to enforce. Within that contract there is a specific provision
`
`regarding intellectual property. Per the executed contract,all intellectual property created during
`
`the term of the contract is considered workfor hire and the property of the Applicant. Opposer
`
`resubmitted her Notice of Opposition with an email stating that she came up with the name,
`
`howeverthat email does not overcome the enforceable contract signed by the Opposerthat she is
`
`seeking to enforce in another court. The Board is not authorized to determinethe right to use,
`
`nor may it decide broader questions of infringement or unfair competition.
`
`Thus, the Notice of Opposition should be dismissed.
`
`

`

`WHEREFORE,Applicant respectfully requests that:
`
`1.) This Board dismiss Opposer’s Notice of Opposition; and,
`
`2.) Grant the registration of the mark ZANE ACCESS.
`
`Respectfully submitted this 28" of February, 2022.
`
`THE SAUNDERSFIRM,P.C.
`
`/s/ Sammy M. Naoulo
`SammyM.Naoulo
`Georgia Bar No. 742642
`AmberC. Saunders
`Georgia Bar No. 827587
`6 Concourse Parkway
`Suite 2140
`Atlanta, Georgia 30328
`678-680-4336
`team@thesaundersfirm.com
`
`

`

`Exhibit A
`
`

`

`.
`
`IN THE MAGISTRATE COURT OF FULTON COUNTY
`Mavayverrte,Veesgey Dis
`|
`
`: ee _—Futton County Magistrate Court
`.
`
`
`yOgrecam **E_FILED“*SM
`EET
`AVIN
`SZ
`A
`4038)
`r
`
`Plaintiff(s)Name, Address, Phone,
`4
`oF
`STATEMENTOF CLAIM
`Date: 4/21/2021 10:25 AM
`Cathelene Robinson, Clerk
`vs.
`21MS150541
`
`STATE OF GEORGIA
`
` he. NFO ALL Gt HI
`AGA 303\9
`
`Plaintiff's Attorney, Name, Address, Phone
`Defendant(s) Name, Address, Phone, Email Address
`
`[] Suit on Note [] Suit on Account
`[
`] Contract
`[ } Tort []Trover
`[
`] Personal Injury [
`] Other.
`
`1. TheCourthasjurisdictionoverthedefendant(s)[]theDefendant(s)isaresidentofQaMarycounty;[]Other(please 0)
`
`
`2.
` Plaintiff(s)claimstheDefendant(s)isindebtedtothePlaintiff(s)as follows (Youmustincludeabriefstatementgiving
`¢igx\
`reasonablenotice ofthe basis for each claim contained in the Statementeigen:
`) (Qh
`
`specify)
`
`4 } IS “) ® y ) + , principal $ Gita
`3. This claim isn the amountof$
`
`aG -(0
`coststodate,andallfuturecostsofthissuit.
`4. Please select hearing location:
`(.) Downtown Courthouse () North Annex () South Annex
`Iam the¥jPlaintiff () Plaintiff's Attorney and I QXwould or ( ) wouldnotlike to receive text messagealerts for upcoming
`5.
`hearing
`dates for this case? (Standard text message rates from yourcarrier may apply) Cell Phone #
`=
`-
`
`
`v IG interest, plus
`
`MARCUERTE
`SSterWis
`poe
`STA’
`true statement the amount owing by defendant(s) to plaintiff(s), exclusive ofall set-offs and just grounds of defense.
`;
`As
`He,
`AUS
`vorn and subscribed before me this
`Plaintiff(s) orAgent
`f ay of
`(if Agent, Title or Capacity)
`20
`
`
`
`{ota (1k“£65- Gao mdguispresiega
`O\
`Q
`
`Plaintiff’s Mobile Phone Number & Email Addr
`: uM
`
`
`being duly sworn on oathsays the foregoingis ajustand
`
`NOTICE AND SUMMONS
`TO: Alt Defendant(s) You are hereby notified that the above namedPlaintiff(s) has/have made a claim and is requesting judgment
`against you in the sum shown bythe foregoing statement. YOU ARE REQUIREDTOFILE or PRESENT AN ANSWER (answer
`forms can be obtained for the above listed web-site or clerk’s office) TO THIS CLAIM WITHIN 30 DAYS AFTER SERVICE OF
`THIS CLAIM UPON YOU. IF YOU DO NOT ANSWER, JUDGMENTBY DEFAULT WILL BE ENTERED AGAINST YOU.
`YOUR ANSWERMAYBEFILED IN WRITING OR MAY BE GIVEN ORALLY TO THE JUDGE OR CLERK. Answer &
`Counterclaim forms are available at the Clerk's office and online (magistratefulton.org). Answers & counterclaims should be
`electronically filed with the Magistrate Court Clerk, either an oral or written answer at room TG100, 185 Central Ave., S.W.Atlanta,
`Georgia 30303 between 8:30 A.M.and 5:00 P.M. ORelectronically at www.odysseyefilega.com (convenience fee applies). Ifyou
`chooseto file your answer orally, YOU MUST COME TO THE COURTIN PERSONwithinthe 30 day period. NO TELEPHONE
`ANSWERS ARE PERMITTED.Thecourt will hold a hearing on this claim at a time scheduled after your answeris filed. You may
`cometo|court with or without an attorney. Ifyou have witnesses, books, receipts, or other writings bearing on this claim, you should
`bring them to court at the time ofyour hearing. Ifyou want witnesses or documents subpoenaed,see a staffperson in the Clerk’s
`office for assistance, Ifyou have a claim against the Plaintiff{s), you should notify the court by immediately filing a written answer
`and counterclaim.Ifyou admitto the Plaintiff{s)’claim but need additional time to pay, you must cometo the hearing in person and
`tell the court your financial circumstances. Your answer must be RECEIVEDbytif¢
`clerk within 30 days ofthe date of service. Ifyou
`are uncertain whether your answerwill timely arrive by mail, file your answerin
`n at the clerk?
`ce dysingbusiness hours.
`4/21/2021 10:25 AM
`
`This
`day of
`,20
`-
`Magistrate Judge or Deputy Clerk
`MAG10-01 STATEMENT OF CLAIM JANUARY 2019
`
`

`

`iyt
`!
`
`Statementof claim:
`
`1. The court hasjurisdiction over the defendant and the defendantis a resident of
`Fulton county.
`The Plaintiff claims the defendantis indebted to the Plaintiff as follows:
`
`2.
`
`The defendantis being sue because of Theft of services in the amountof $14,157.87.|
`provided consulting services from the period of January 1, 2020 — July 2020 in which|
`wasnotpaid for. These consulting services included but were notlimited to the creation
`and developmentof the programming arm to Zane Venture Fund which | named and
`first used, “Zane access” and is now continues to be used underthe legal nameof Zane
`Ventures LLC. During my time providing consulting services| also incurred outof pocket
`expensesfor travel, postage, supplies, and gifts in which | was not reimbursedfor.
`
`| entered into an agreementwith Shila Nieves Burney, General Partner of Zane Venture
`Fundin January 1 2020,| terminated this agreementJuly 2020 at which time | provided
`Shila Nieves Burney with myfinal invoice of $14,157.87in line with our agreementto be
`paid in full immediately. This invoice has yet to be paid by Shila Nieves Burney of Zane
`Venture Fund and Zane Venturesand as such, J am suingtheplaintiff for theft of
`services in the amount of $14,157.87.
`
`w C
`
`laim is in the amount of:
`
`Principle: $14,157.87
`
`I
`',‘
`
`\
`
`.
`Interest, plus court cost and lawyerfees: gap O42 .\3
`
`Enclosed: Contract and Unpaid Invoice
`
`

`

`\
`
`magistrate court:
`
`I,
`Plaintiff Name, Address, Phone, Email:
`
`Name: Marguerite Pressley Davis
`|
`Address: 7264 Village Creek Trace Atlanta GA 30328
`
`Phone: 678-855-0269
`
`Email: mdavispressley@gmail.com
`~%,
`
`\
`4,
`,
`Defendant Name, Address, Phone, Email:
`
`Name:Shila Nieves Burney, Zane Venture Fund Management LLC and Zane VentureLLC
`
`Address:
`
`Principal Office Address:
`The Gathering Spot
`
`Venuecad
`384 Northyards Blvd NW,Bldg 100, Suite 190 Atlanta, GA, 30313, USA Fulton County ZG
`MaregratC
`
`General Partner Address:
`
`7
`
`y Nieves Burney
`|
`95 N Church Lane, Apt 9208 Atlanta, GEORGIA UNITED STATES 30339 Fulton County ZoaneNewsule
`:HuffRoadNWUnit2107,Atlanta,GA,30318,USAFultonCounty —C\w\a NeBIAey
`
`.
`
`4|9
`
`f
`
`{
`
`

`

`VENTURE CONSULTING AGREEMENT
`
`This!Venture Consulting Agreement(this “Agreement”) dated January_1, 2020 (the “Effective Date”) is entered
`into between Zane Venture Fund Management LLC, a Delawarelimited liability company (the “Investment
`Manager’), and Marguerite Pressley Davis (the “Consultant”).
`
`1. Scope of Work. The Consultant is to provide the Investment Manager with certain research, consulting
`
`and other advisory services (the “Services”) as indicated in Exhibit A. The Services shall include any other
`tasks the Investment Managerand the Consultant may agree uponas specified in Exhibit A. The Consultant
`may be engaged or employed in any other business, trade, profession, or other activity which does not
`place the Consultantin a conflict of interest with the Investment Manager, any fund or account managed
`by the Investment Manageroranyoftheir respectiveaffiliates.
`itle. The parties shall refer to the Consultant in marketing materials and at events as a “Consultant.”
`
`Cash Compensation. In consideration for the Services provided by the Consultant, the Investment
`Managershall pay the Consultant equity compensation as indicated in Exhibit B. The Investment Manager
`shall report all payments to the Consultant on Internal Revenue Service Form 1099. The Consultant agrees
`that any tax obligation of the Consultant arising from the payments made under this Agreement, whether
`federal, state, or local, shall be the Consultant’s sole responsibility.
`
`Expenses. The Investment Managershall reimburse the Consultantfor all expenses incurred at the written
`direction of the Investment Manager. Such expenses may include, without limitation, business travel,
`accommodation, and expensesrelated to participation in conferences.
`
`
`
`
`
`
`
`ndependent Contractor. The Consultantis acting as an independent contractor in providing the Services
`under this Agreement, not as an employee. The parties agree this Agreement doesnot create ajoint venture
`ior a partnership between them. The Consultant shall have no power to bind the Investment Manager, any
`fund or account managedby the Investment Manageror anyof their respectiveaffiliates solely as a result
`of this Agreement, The Consultant shail not be eligible to participate in any vacation, group medicalorlife
`insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans
`offered by the Investment Managerto its employees, and neither the Investment Managernoritsaffiliates
`shall be responsible for withholding or paying any income, payroll, Social Security, or other federal, state,
`or local taxes, making any insurance contributions, including for unemploymentordisability, or obtaining
`worker’s compensation insurance on the Consultant’s behalf. The Consultant shall be responsible for, and
`shall indemnify the Investment Managerandits affiliates against,all such taxes or contributions, including
`penalties and interest.
`
`
`
`6.|| Term ofAgreement. This Agreementshall begin on the Effective Date and shall remain in full force and
`effect until terminated in accordance with Section7.
`
`7.|| Termination. If either party seeks termination of this Agreement, the terminating party must provide a
`thirty (30) day prior written notice thereof, at which time this Agreementand all rights and obligations
`
`| hereunder (other than the Confidentiality, Non-Disparagement and Non-Solicitation requirements in
`Sections 8, 10 and 11, respectively) shall terminate. Any amounts due and owing to the Consultant under
`this Agreement shall be payable to the Consultant through the date of such termination in accordance with
`Exhibit B, provided that in the event the Consultant is terminated “for cause”, the compensation dueto the
`
`|
`
`A
`
`

`

`Consultant pursuant to Exhibit B shall be reduced by fifty percent (50%).
`
`Confidentiality. Without the prior written consent ofthe other party or as may be required by applicable
`law, rule or regulation, neither party shall disclosure or use for its own purposes, any of the other party’s
`dbnfidential information; provided, that each party may use the other party’s confidential information
`dblely to perform its obligations under this Agreement. The Consultant agrees not to reproduceor disclose
`or reveal any information regarding the Investment Manager, any fund or account managed by the
`Investment Manageror any oftheir respective affiliates, or any portfolio companies or potential portfolio
`Companies to any persons other than Consultant’s legal or accounting advisors; provided that each such
`legal or accounting advisor must be bound by a substantially similar confidentiality agreement with respect~
`to such information. Furthermore, the terms of this Agreement shal] be kept strictly confidential and shall
`not be disclosed, unless required by applicable law or legal process.
`
`(Marketing. During the term of this Agreement, the Investment Manager may use the name of the
`‘Consultant for marketing or reference purposes, and the Consultant may identify herself as being affiliated
`with the Investment Manager. Upon the termination of this Agreement, neither party may indicate or
`Suggest any current affiliation with the other party without another written agreement signed by both
`parties.
`
`10.
`
`Non-Disparagement. During the term of this Agreement and at all times thereafter, neither party shall
`publish or communicate to any person or entity any Disparaging (defined below) remarks, comments or
`statements concerning the other party, anyoftheir respective affiliates, or any oftheir respective officers,
`directors, employees, stockholders, partners, actual or prospective investors, members, managers, and
`‘agents, as well as any predecessors, past and future successors and/or assigns (as applicable). For the
`purposeofthis Agreement, the term “Disparaging” shall mean shall mean remarks, comments,statements,
`or communications (written ororal, via social media or otherwise) that (i) reflect adversely on the business
`affairs or practices ofthe person being remarked or commented uponor(ii) impugn the character, honesty,
`integrity, morality, business acumenorabilities in connection with any aspect ofthe dperation of business
`of the person being remarked or commented upon.
`
`— —
`
`'!Non-Solicitation. During the period commencingon the Effective Date and ending one (1) year. following
`the termination of this Agreement (the “Restricted Period”),
`the Consultant shall not, without the
`Investment Manager’s prior written consent, directly or indirectly; (i) solicit or encourage any person to
`leave the employmentorother service of the Investment Manager;or (ii) hire, on behalf ofthe Consultant
`or any other person or entity, any person who hasleft the employment within the one (1) year period’
`following the termination of that person’s employment or engagement with the Investment Manager.
`During the Restricted Period, the Consultant will not, whether for its own accountor for the account of
`any other person orentity, intentionally interfere with the relationship ofthe Investment Manager with, or
`endeavorto entice away from the Investment Manager, any person who during the Restricted Period was
`a co-investor, co-developer, joint venturer or other customerof the Investment Managerorinvestorin any
`fund or account managed by the Investment Manager. Notwithstanding the foregoing, the terms of this
`Section 11 shall not apply to any persons or entities with which the Consultant had a demonstrable, pre-
`existing relationship prior to the Effective Date.
`
`12.
`
`Intellectual Property. The Consultant acknowledgesthatall discoveries, copyrights, patents, trade secret
`rights, and other intellectual property rights associated with any ideas, concepts, techniques, inventions,
`
`—
`
`-2-
`
`

`

`processes, works of authorship, or trade secrets that (i) are developed or created by the Consultant, solely
`orjointly with others, during the course of performing the Services on behalf ofthe Investment Manager;
`or (ii) the Consultant conceives, develops, discovers or makes in whole or in part duririg or after the
`Consultant’s engagement by the Investment Manager that are made through the use of any of the
`.equipment, facilities, supplies, trade secrets or time of the Investment Manager(collectively, the “Work
`
`Eroduct”) and all intellectual property rights in, to, or otherwise relating to any Work Product, belong to
`the Investment Manager. The Consultantshall perform all actions reasonably requested by the Investment
`Manager (whether during or after the term of this Agreement) to establish, evidence and confirm the
`Ihvestment Manager’s ownership of such Work Product and any such intellectual property rights
`(including, without limitation, assignments, consents, powers of attorney and other instruments), Any
`Copyrightable work falling within the definition of Work Product shall be deemed a “work made forhire”
`underthe applicable copyright laws to the maximum extent permitted under applicable copyright law, and
`ownership ofall rights therein shall vest in the Investment Manager.Ifany Work Product cannot be deemed
`“work made for hire” under applicable copyright law, the Consultant hereby irrevocably assigns and
`agrees to assign to the Investment Managerall right, title and interest in and to such Work Product and in
`any and all intellectual property rights in, to, or otherwise relating to, such Work Product.
`
`13.
`
`Modification of Agreement. Any modifications or amendments to, or waivers ofrights or obligations
`pursuantto, this Agreementshall be binding if evidenced in writing signed by eachparty.
`
`14.
`
`Notice. All notices or demands required or permitted by the terms of this Agreementshall be given in
`writing (PDF attachmentto email acceptable) and delivered to the applicable party.
`
`15,
`
`ntegration. This Agreement containsthe entire agreement and understanding by and between theparties
`hereto and no representations, promises, agreements or understandings, written or oral, not herein
`contained shall be of any force or effect.
`
`Choice of Law. This Agreement and the performance under this Agreementandall disputes and legal
`proceedings under this Agreement shall be construed jin accordance with and governed by the laws ofthe
`
`State of New York.
`
`\|Severability. The provisions of this Agreement shall be deemed severable, and the invalidity or
`unenforceability of any one or more ofthe provisions hereof shall not affect the validity and enforceability
`of the other provisions hereof.
`
`[Signature pagefollows]
`
`eee.
`
`-3-
`
`

`

`IN WITNESS WHEREOFtheparties have duly affixed their signatures as of the date first written above.
`
`ZANE VENTURE FUND MANAGEMENT LLC
`
`By:||,Shila Nieves Burney
`Sole Member
`
`Consultant
`
`Prtlgeanits Dontry
`
`MargueritePressley Davis
`
`-4-
`
`

`

`Exhibit A
`
`The Services
`
`See Appendix
`
`

`

`Exhibit B
`
`Consultant Compensation
`
`Solely with respect to investments which are made by a fund or account managed by the Investment Manager
`during the term of the Consultant’s engagement hereunder, the Investmerit Managershall pay the Consultant
`compensation in an amount equalto one-half percentages (.50) ofthe carried interest actually received by the
`Investment Manageroran affiliate thereof with respect to such investments. The Investment Manageror an
`affiliate thereof shall promptly pay such amounts to the Consultant following receipt by such party of the
`applicable carried interest. The right to such compensation shall vest at a rate of one-quarter percent (.25%)
`peryear (measured based on the date ofthis Agreement) and upon termination ofthis Agreement any unvested
`amounts shall be forfeited without consideration. The Consultant will not receive compensation with respect
`to investments which are made by a fund or account managed by the Investment Managerafter the termination
`of the Agreement. For the avoidance of doubt, the parties acknowledge and agree that the compensation
`described herein is subject to a substantialrisk of forfeiture, and that the Investment Managerorits affiliates
`(and, consequentially, the Consultant) may neverbe entitled to carried interest (or payment) with respect to the
`applicable investments described herein.
`
`See: ippendix:Profit Share — 60% of Center ofExcellenceprofit generated. Center ofExcellencererevenue‘can.
`be défined asrevenue generated under the CoE umbrella such as, but notlimited to, the’‘pré-capital:prograin,go
`forward founderroadmap forums, CoEpartnerships and sponsorships, webinars, and workshops. Provided{
`compensationiisbased offofprofit, Marguerite Pressley Davis (the “Consultant”) will beresponsible,for'
`managing’‘the related expenses. 60% ofthe profit generated as a result ofthe Center ofExcellence.scope.of
`workjwill-be compensated to Marguerite Pressley Davis (the “Consultant”).
`
`

`

`Appendix
`
`Scope‘ofServices To Be Performed
`
`rarePressleyDavis(the “Consultant”) willtakeall necessarysteps-to perform itsbusiness:strategy’
`consulting services to have ultimate responsibility to strategize, design, build and implementa:hatedservices
`programforZane Venture Funds- Center of Excellence (CoE).
`
`Duration ‘OfAgreement
`
`‘Agreementwill-be effective as of signing.
`Shail expire.no earlier than 24 months from agreement date. The agreementshall be automatically-r‘renewed:
`every;24-month period. Zane Venture Fund or Marguerite Pressley Davis (the “Consultant”). may terminate
`agreement earlierifthe parties mutually agree and provide written notice.
`
`Profi—60%ofCenter ofExcellence profit generated. Center.ofExcellence revenuecanbe-definedas!
`reveitve generated under the CoE umbrella such as, butnot limited to, the pre-capital program, go-forward)
`founder roadmap forums, CoE partnerships and sponsorships, webinars, and workshops. Provided|
`compensation iis.based offofprofit, Marguerite Pressley Davis (the “Consultant”) will be responsible for,
`managingthe related expenses. 60% ofthe profit generated as a result ofthe Center ofExcellence.scope«off
`work(na-becompensatedto Marguerite:PressleyDavis (the“Consultant”).
`
`Other
`;
`Withtinthe-CFOshared service area, for financial planning and analysis, Marguerite PressleyDavis-(the:
`Consultant”)will be the providerof this area of subject matter expertise.
`
`As such,'a service provider, Marguerite will be responsible for paying any andall fees toZanéVentureFund’
`that’are requiredofall service providers. Revenueshare will apply accordingly. For example,ifannualnetwork!
`feesiof $Xare required of service providers, Marguerite will be required to pay Zane Venture Fund$X:
`Employinentand Outside Activities
`This agreement“does not imply an employment agreementand should be considered asa1partiiersiipagreement:
`‘As guchy.Marguerite Pressley Davis (the “Consultant”) are not prevented from engaging.in other:activities for:
`profit:or,conducting any businessofany kind withoutlimitation.
`
`

`

`4/16/2021
`
`"
`
`Gmail - OBJECT: DEMAND FOR PAYMENT TO MARGUERITE PRESSLEY DAVIS- CERTIFIED MAIL
`
`MAIL -
`
`MargueritePressleyDavis<mdavispressley@gmail.com>
`fat, Gmail
`OBLECT DEMAND FOR PAYMENTTO MARGUERITE PRESSLEYDAVIS—CERTIFIED
`2 messages
`Tue, Aug 11, 2020 at 1:13 PM
`Marguerite:, Pressley Davis <mdavispressley@gmail.com> —
`To: Shila Nieves Burney <shila@zaneventurefund.com>, Shila Nieves Burney <shilaburney@gmail.com>
`Cc: Jesslca@kulfarber.com, sonia@klukfarber.com
`Augyst ‘f, 2020
`
`Attn: Shila Nieves Burney
`
`384 Northyards Blvd NW
`
`Atlanta, pA 30313
`
`OBJECT: DEMAND FOR PAYMENT ~—.CERTIFIED MAIL
`
`‘
`- Dear Shila Nieves Burney,
`{ provided my 30 days “consulting agreement” termination notice on 7/31/20 with the communication ofcontinuing to
`provide my services until 8/30/2020. On 8/3/2020 you responded to my “consulting agreement" termination notice via
`email with more of your fabricated statements and communicated that you did not want me to carry out the remaining
`30 days. As such, my minimum compensation due and owed to me of $14,157.87for labor provided, out of pocket:
`expensesincurred, and services rendered from 1/1/2020 to 7/31/2020 is now due and needsto be paid in full
`immediately.
`
`Myinvoice for compensation due for my labor provided, out of pocket expensesincurred, and services rendered over
`the course of 7 months from 1/1/2020to 7/31/2020 is attached along with supporting documentation. My invoice will
`need to/be paid in full by Friday 8/14/2020 at 5 pm EST by remitting payment HERE.
`
`Failure to pay myinvoice by Friday 8/14/2020 at 5 pm ESTwill leave me with no alternative but to commence
`collection proceduresbyfiling suit immediately and turning over to myattorney to begin pursuing any and ail legal.
`
`channels to collect.
`
`Please remit your payment immediately HERE by Friday 8/14/2020 at 5 pm EST to preventfurther pursuit to recover
`this minimum compensation due and owed to mefor labor provided, out of pocket expenses incurred, and services
`rendered over a 7 month period from 1/1/2020 to 7/31/2020.
`
`Sincerely,
`
`Marguerite Pressley Davis
`mdavispressley@gmail.com
`
`This emailIs intended only for the person to whom it is addressed and/or otherwise authorized personnel. The information contained herein and
`attached is confidential and the property of Marguerite Pressley Davis LLC.If you are not the intendedrecipient, please be advised that viewingthis
`hitps://mail.google.com/mail/u/07ik=e87211f144&view=pt&search=all&permthid=thread-a%3Ar629649401664791 759&simpl=msg-a%e3Al-2520382574... 12
`
`

`

`Gmail - OBJECT: DEMAND FOR PAYMENT TO MARGUERITE PRESSLEY DAVIS— CERTIFIED MAIL
`4/16/2021
`that you should not take any action based onthe contentof this email and/orits attachments. If you received this message In error, please contact
`the sender and destroyall copies of this email and any attachment. Please note thatthe views and opinions expressed herein are solely those ofthe
`author and do not necessarily reflect those of the company. While antivirus protection tools have been employed, you should checkthis email and
`attachmentsfor the presence of viruses. No warranties or assurances are madein relation to the safety and contentof this email and attachments.
`Marguerite Fressley Davis LLC accepts no liability for any damage causedby any virus transmitted by or contained in this email and attachments.
`Noflabllity is accepted for any consequencesarising from this email.
`‘
`
`3 attachinents
`=) DemandFor PaymentInvoice Support.pdf
`680K
`7 Invoice Payment Due 08 14 20.pdf
`;
`148K
`2 Demandfor payment due to Marguerite Pressley Davis 08 11 2020.pdf
`85K.
`
`Bera,
`
`a.
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`https://mail.google.com/mail/u/07ik=e8721111448view=pt&search=all&permmsgid=msg-a%3A1-2520382574157121931 &simpl=msg-a%3Ar-25203825...
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`2/2
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`,
`Marguerite Pressley Davis LIC
`303 Perimeter Center N Suite 300
`GA 30346
`hello@margueritepressleydavis. com
`www.margueritepressleydavis.com
`
`INVOICE
`
`BILL' TO
`
`Shila Nieves Burney,
`,?
`Zane ,Venture Fund LLC
`
`MARGUERITE
`Preaetey. havie
`
`INVOICE # 1091
`DATE 08/11/2020
`DUE DATE 08/14/2020
`
`c
`
`28
`
`
`coer.
`pars
`E «re
`.7 ACTIVITY
`01/01/2020
`Business Consulting Services
`Services Provided from 1/1/20 - 7/31/20
`
`02/28/2020
`
`Out of Pocket Expense Reimbursement
`Marguerite Plane Ticket & Event Planner
`Plane Ticket for
`NYC Founder Roadmap
`Forum
`
`07/02/2020
`
`Out of Pocket Expense Reimbursement
`Mailing of Venture Deals Books
`
`Qry
`1
`
`1
`
`1
`
`wd
`Invoice support attached.
`
`BALANCE DUE
`
`was gee
`we decorly
`
`easJORATE!3 * “AMOUNT
`13,747.21
`“13,747.21
`
`347.92
`
`347.92
`
`62.74
`
`62.74
`
`$14,157.87
`
`Questions?
`
`Email: hello@margueritepressieydavis.com
`phone: 678-855-0269
`
`