Service
Agreement

1. Scope

As outlined in the associated payment link, invoice, or contact Statement of Work, the Contractor agrees to set up and customize a lead management system for the Client.

2. Payment

In consideration of and for compensation of Contractor's performance of these Services, Client agrees to pay for fees on a monthly basis starting on the date of sign up.

3. Term

Effective as of the date of Client's payment, the term of this Agreement is 1 month. This Agreement will automatically renew for 1-month period unless terminated as outlined below.

4. Termination

This Agreement may be terminated by either party with a 14-day notice.

5. System Disconnect

6. Disclaimer

The services furnished under this agreement are provided on an "as is" basis, without any additional warranties or representations express, implied, or statutory; including, without limitation, warranties of reliability, usefulness, quality, performance, non-infringement, merchantability, or fitness for a particular purpose.

By signing this Agreement, Client acknowledges that Contractor does not own or govern the actions of any online platform.

7. Limitations of Liability

Notwithstanding any provision to the contrary, either party's total liability to the other party for all losses, damages, costs, and expenses shall not exceed the aggregate amount paid by Client to Contractor during the prior sixty (60) days of this Agreement, determined by the date of the loss in question.

8. Non-Circumvention Obligations

Both Parties possess valuable business relationships, contacts, and information critical to their operations. Both Parties agree not to engage in any direct or indirect actions that would circumvent or bypass the other Party to conduct business directly with any individual or entity introduced by the Party during the term of this Agreement and for a period of 2 years thereafter.

Both Parties agree not to disclose, use, or exploit any Confidential Information obtained during the term of this Agreement for any purpose other than the performance of their obligations under this Agreement.

9. Confidentiality

The Parties acknowledge that, in the course of performing the responsibilities and obligations under this Agreement, they each may be exposed to or acquire information that is confidential and proprietary to the other Party (the "Confidential Information").

The Parties agree to hold such Confidential Information as defined in this paragraph in strict confidence and not to copy, reproduce, sell, assign, license, market, transfer, give, or otherwise disclose such information to third parties, other than affiliates or agents, or to use such information for any purpose whatsoever, without the express written permission of the other Party, other than for the provision of services hereunder.

10. Non-Solicitation

Notwithstanding any other provision of this Agreement, for a period of one (1) year following the termination or expiration of this agreement, neither Party shall solicit for employment, or advise or recommend to any other person that such other person solicit for employment, any person on the Project Team or any person employed or under contract (whether as a consultant, employee or otherwise) by or to either Party without the prior written consent of the other Party.

11. Indemnification

Each Party shall indemnify and hold the other Party, and its officers, directors, managers, employees, and agents, harmless from and against any third-party claims, suits, actions, demands, and proceedings, whether criminally or civilly, and all losses, costs, penalties, fines, and liabilities related thereto including but not limited to reasonable costs and attorneys' fees, arising out of or related to:

• Client's business operations or customers
• Any online sales
• Any product defects, recalls, or resulting injuries
• Client's use of any channel platform services
• An allegation that any information provided by Client pursuant to this Agreement infringes any IP rights or publicity rights of a third party
• Any negligence, wrongful act or omission, by Client
• Breach or violation of this Agreement by Client

12. Dispute Resolution

Any dispute or claim brought by Client against Contractor arising out of or related to this Agreement shall be resolved as follows:

(a) Good Faith Negotiations

The Parties shall first use best efforts to negotiate with each other in good faith and attempt to reach a just and equitable resolution satisfactory to both Parties. The client agrees to email the Contractor to initiate good-faith negotiations.

(b) Arbitration

If the Parties are unable to reach a resolution within thirty (30) business days, then any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.