BACKGROUND:

A. The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.

B. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

Services Provided

1. The Contractor shall be providing social media management/marketing services (the “Services”) to the Client.

2. The Services will also any tasks which both Parties agree upon in writing. The Contractor hereby agrees to provide such Services to the Client.

Term of Agreement

3. Initial Term. The term of this Agreement (the "Term") will begin on the date that the proposal is signed and will automatically continue in effect for the time agreed upon in the proposal (the“Initial Term”). This Agreement shall then automatically renew for additional renewal periods of the initial term, until either party provides the other with written notice of non-renewal not less than thirty (30) days prior to the end of the then current term. Notwithstanding the foregoing, the Agreement may be terminated earlier as provided in this Agreement.

The Term of this Agreement may be extended with the written consent of the Parties. For the avoidance of doubt, this Agreement may not be unilaterally terminated by Client without cause.

4. Termination for Breach. In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement by providing 30-day advanced written notice thereof to the other.

5. Termination for Lack of Satisfaction. If, for any reason, after two (2) full contract months of Service, should the Client desire, Client may terminate this Agreement by providing written notice thereof prior to the 15th day of the third (3rd) contract month of Service. Such termination shall be effective as of the end of the third (3rd) contract month.

6. Payment Obligations Upon Termination. Upon the termination of this Agreement, Monthly recurring fees shall cease to accrue. For the avoidance of doubt, all fees accrued prior to the termination of this Agreement shall continue to be due, and Client’s obligation to pay such fees shall survive the termination of this Agreement for any reason.

Intellectual Property Ownership and License Grants

7. Ownership. Contractor owns all worldwide right, title and interest in and to the Service, including any of its underlying proprietary technologies and methods, and any resulting work product made by Contractor pursuant to the provision of the Services (“Work Product”), and all worldwide Intellectual Property Rights therein. Client will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices appearing on any Work Product as delivered to Client. Client will reproduce such notices on all copies it makes of the Work Product delivered by Contractor.

Client and Contract acknowledge and agree that any such Work Product is NOT a “work made for hire” under relevant copyright law, and that ownership thereof therefore remains with Contractor. To the extent that Client obtains any rights in said Work Product, Client hereby irrevocably assigns all such rights to Contractor, and agrees to execute any documentation necessary to evidence the foregoing.

8. License Grant. During the term of this Agreement, Contractor grants to Client the following non-exclusive, revocable, non-sub licensable, non-transferable licenses:

a) To publicly display the Work Product as contemplated by the terms of this Agreement and solely as directed or otherwise consented to by Contractor; and

b) To copy such Work Product as necessary to exercise the license grant in sub-item a) above.

Payment

9. For the services rendered by the Contractor as required by this Agreement, Client will provide payment (the "Payment") outlined in Exhibit A. This payment may include both one-time payments and recurring monthly payments. All Payments shall be strictly non-refundable.

10. Late Payment. All payment received five (5) days or more past due shall immediately incur a $299 late fee. Accounts that remain past due for over ten (10) days may be suspended at Contractor’s sole discretion. Reactivation of any suspended account shall require the payment of all past-due amounts, all accrued late fees, and the payment of a $199 account reactivation fee. Client shall reimburse Contractor for the reasonable costs of collection, including reasonable fees and expenses of attorneys.

11. Payment Method. Payments shall incur a per-payment additional fee based on payment method, in accordance with the following schedule:

Payment Method

Paper Check: We DO NOT accept paper checks

Credit Card/Debit Card: 2.9% per payment fee

ACH Transfer: $0 per payment fee

Confidentiality

12. Confidential information (the "Confidential Information") refers to any data or information relating to the Client or Contractor, whether business or personal, which would reasonably be considered to be private or proprietary to the Client or Contractor and that is not generally known, and where the release of that Confidential Information could reasonably be expected to cause harm to the owner of such information. The Confidential Information of the Contractor shall include, but not be limited to, all of Contractor’s business methods, data, databases, know-how, trade secrets, marketing plans and opportunities, cost and pricing information, strategies, forecasts, reports and surveys, concepts and ideas, and techniques and technical information.

13. Contractor and Client agree that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information of the other party, except as consented to in writing by the other party, or otherwise required by law or court order. The obligations of confidentiality within these Sections 13 – 16 will apply during the term of this Agreement and will survive for ten (10) years upon termination of this Agreement. Notwithstanding the foregoing, Contractor may disclose, divulge, reveal, report, and otherwise use Client’s Confidential Information as necessary to provide the Services.

14. All written and oral information and material disclosed or provided by the Client to the Contractor and marked as “Confidential” is Confidential Information of the Client regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.

15. Notwithstanding anything to the contrary within the foregoing, the following shall not be considered Confidential Information: Confidential Information shall not include information that: (a) is or becomes publicly known through no act or omission of the receiving party; (b) was in the receiving party’s lawful possession prior to the disclosure; (c) is rightfully disclosed to the receiving party by a third party without restriction on disclosure; or (d) is independently developed by the receiving party, which independent development can be shown by written evidence.

Return of Property

16. Upon the expiry or termination of this Agreement, the Contractor will return to the Client any documentation, records, or Confidential Information which is the property of the Client.

Capacity/Independent Contractor

In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.

Indemnification

17. The Client agrees to indemnify and hold harmless the Contractor, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

Warranty Disclaimer and Limitations of Liability

18. Disclaimer. Client assumes sole responsibility and liability arising from the use of results obtained from the Service. Contractor shall have no liability for any claims, losses, or damage caused by errors or omissions in any information provided to Contractor by Client in connection with the Service or any actions taken by Contractor at Client’s direction. EXCEPT AS EXPRESSLY PROVIDED WITHIN THIS AGREEMENT, CONTRACTOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES. WITHOUT LIMITING THE FOREGOING, CONTRACTOR DISCLAIMS ANY WARRANTY WITH RESPECT TO THE SERVICE AS TO MERCHANTABILITY, ACCURACY OF ANY INFORMATION PROVIDED, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

19. Limitation of Liability. IN NO EVENT SHALL CONTRACTOR BE LIABLE TO CLIENT FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, IN NO EVENT SHALL CONTRACTOR’S AGGREGATE LIABILITY TO CLIENT AND ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, ITS

EXHIBITS, OR CLIENT’S USE OF THE SERVICES, EXCEED THE TOTAL FEES PAID BY CLIENT UNDER THIS AGREEMENT IN THE THREE-MONTH PERIOD PRECEDING THE CLAIM OR ACTION, LESS EXPENSES PAID TO THIRD PARTIES, REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION.

Dispute Resolution

20. In the event a dispute arises out of or in connection with this Agreement, the Parties will attempt to resolve the dispute through friendly consultation.

21. If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is unavailable or is not successful in resolving the entire dispute, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the state of Illinois. The arbitrator's award will be final, and judgment may be entered upon it by any court having jurisdiction within the state of Illinois.

Modification of Agreement

22. Modifications to this Agreement may be made by the Contractor if written notice is sent to the Client sixty (60) days prior to the end of the Initial Term.

Time of the Essence

23. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

Force Majeure

24. The Contractor shall not be liable for failure to perform, nor be deemed to be in default under this agreement for any delay or failure in performance resulting from causes beyond its reasonable control including but not limited to failure of performance by the other party, issues with Client’s social media account(s) that are beyond Contractor’s control, acts of state or governmental authorities, acts of terrorism, natural catastrophe, storm, flood, earthquake, riot, insurrection, civil disturbance, sabotage, embargo, blockade, acts of war, or power failure. In the event of such delay, the date of completion will be extended by a period of time reasonably necessary to overcome the effect of any such delay. Should such delay be caused by causes within the reasonable control of Client, Client’s payment obligations pursuant to this Agreement shall continue while Contractor’s failure to perform is excused.

Assignment

25. The Contractor will not voluntarily or by operation of law assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

Entire Agreement

26. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

Enurement

27. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assignees.

Titles/Headings

28. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

Governing Law

29. It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the state of Illinois without regard to the jurisdiction in which any action or special proceeding may be instituted.

Severability

30. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

Waiver

31. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

EXHIBIT A

PAYMENT

Setup Fee: The Client shall pay the Contractor the initial fee agreed upon in the proposal for the first month of service, beginning the date of this Agreement.

Monthly Fee: The Client shall pay the Contractor a fee agreed upon in the proposal for every following month, in according to the terms of this Agreement.

Ad Spend: Client agrees to provide a minimum of $300 for all ad spend. For all ad spend that exceeds $1000, the Client agrees to pay 20% of the ad spend as an additional service fee.

Additional Costs: The Client shall pay the Contractor additional costs as requested by the Contractor when and if those costs are agreed to beforehand in writing by both parties. Additional costs incurred in any given month will be due at the next billing date after the costs are agreed to, unless otherwise agreed to by both parties in writing.

The Payment will be due according to the terms of this Agreement.