SERVICE AGREEMENT

This Service Agreement (the “Agreement”) is entered into this ___ day of _________, 2023, by and
between [COMPANY NAME], a [STATE] limited liability company (“Service Provider”), and
________________, an individual/limited liability company/for-profit corporation (“Client”).
___________________ (name of Guarantor), individually, guarantees performance of Client’s duties
under or related to this Agreement, is equally as responsible for those duties as Client, and is thus a
Guarantor. Service Provider and Client may each be referred to herein individually as a “Party” and
collectively they are the “Parties.”

RECITALS

WHEREAS, Client desires to engage the services of Service Provider (the “Services”) as further
described in Schedule A of this Agreement; and

WHEREAS, Service Provider has agreed to provide the Services to Client on the terms and
conditions set forth in this Agreement and represents that it has the proper and necessary qualifications,
experience, and abilities to provide the Services to Client.

NOW THEREFORE, in consideration of the above Recitals, which are hereby incorporated into
the below terms of this Agreement, and in consideration of the mutual promises made herein, the receipt
and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Services. Servicer Provider agrees to perform the Services outlined and further detailed in
Schedule A, which is attached hereto as Schedule A and incorporated herein by this reference. Service
Provider shall provide the Services in a professional, timely, and expeditious manner described in this
Agreement as it may be supplemented, enhanced, or modified, upon mutual written agreement of the
Parties, during the Term.

If any functions, tasks, or responsibilities not specifically described in this Agreement or

Schedule A are inherent subtasks of the Services and are reasonably necessary for satisfactory provision
of the Services, such functions, tasks, or responsibilities shall be deemed to be implied by and included
within the scope of the Services to the same extent and in the same manner as if specifically described in
this Agreement.

2. Non-Exclusivity. The Parties agree that this Agreement is non-exclusive and nothing
contained herein shall be interpreted as a restriction on either Party’s right to contract with other third
parties.

3. Service Term. The term of this Agreement shall become effective and begin as of the date of
execution of this Agreement and shall continue for six (6) month-increments (the “Initial Term”). This
Agreement shall automatically renew for subsequent thirty (30) day periods (the “Renewal Terms”)
unless either Party elects not to renew providing the other Party in writing by the 20th day of the month
prior to the last month of the term (the “Notice of Non-Renewal”) in accordance with Section 17 of this
Agreement.

4. Compensation. Please initial which payment option Client shall pay:

Paid in Full Option. The total fee for the performance of the Services detailed in Schedule A of
this Agreement, excluding any Marketing ad spend (Facebook, Tiktok, Instagram, etc), shall be [YOUR
FEE] for the Initial Setup Fee (the “Service Fee”). The client will pay a performance fee of [YOUR FEE]
per transaction they close that comes from the system. The client shall pay [YOUR FEE] per month for
the continued use of services after the first 180 days if the client chooses not to cancel. For any Renewal
Terms, the Service Fee shall remain the same unless otherwise revised by Service Provider and shall be
payable within four (4) weeks of the commencement of the Renewal Term

a. Method of Payment. Service Provider accepts ACH and credit/debit card as payment.

b. Ad Spend. Client hereby agrees and acknowledges that the Services do not include Ad Spend. If
Client wishes to obtain Ad Spend services from Service Provider, Client understands that fee for
Ad Spend is in addition to the Service Fee with a minimum of [YOUR REQUIREMENT] per
day. “Ad Spend” is defined as the amount of money expended on specific ad variations within a
campaign.

c. Automatic Billing; Authorization. For the Pay Plan option, Client authorizes Service Provider to
automatically charge or debit Client’s credit card or bank account on file each month until
expiration or termination of this Agreement.

d. Taxes. Except as otherwise expressly provided in this Agreement, each Party shall be responsible
for the payment of its own taxes, licenses, and fees.

5. Performance Guarantee. Service Provider guarantees the ability to generate at least [YOUR
GUARANTEE] within the first [# OF DAYS] days of the execution of this Agreement. Should Servicer
Provider fail to meet this guarantee in the allotted time, Client shall not be responsible for its payment
obligations thereafter under Section 4 of this Agreement (with the exception of any Ad Spend services
Client receives from Service Provider) until Service Provider generates the minimum of [YOUR
GUARANTEE] in accordance with this Section.

This guarantee shall be voided if any of the following occurs, including, but not limited to: (1)
[STIPULATION #1] (2) [STIPULATION #2] …

6. Relationship. The Parties agree and acknowledge that Service Provider is an independent
contractor and not an employee, agent or servant of Client. As an independent contractor, the Parties
agrees that:
a. Service Provider does not have the authority to act for Client, or to bind Client in any respect
whatsoever, or to incur any debts or liabilities in the name of or on behalf of Client;
 b. Service Provider has and hereby retains control of and supervision over the performance of
Service Provider’s obligations hereunder and control over any persons employed or contracted by
Service Provider for performing the Services hereunder;
c. Service Provider will not provide training or instruction to Client or any of its agents or
employees regarding the performance of Services hereunder;
d. Service Provider represents that it is engaged in providing similar services to the general public
and not required to work exclusively for Client;
e. Service Provider will not combine its business operations in any way with Client’s business
operations and each party shall maintain their operations as separate and distinct.

7. Force Majeure. Neither party shall be liable to the other for any default or delay in
performance of obligations where such default or delay is caused, directly or indirectly, by fire, flood,
earthquake, elements of nature, acts of God, acts of war, terrorism, riots, civil disorders, rebellions or
revolutions in the United States, strikes, lockouts or labor difficulties, government lockdowns, or other
similar cause beyond the reasonable control of the party (a “Force Majeure Event”). Each party shall use
reasonable efforts to minimize the duration and consequences of any failure of or delay in performance
resulting from a Force Majeure event.

8. Confidential Information of the Parties. During the Initial Term and any Renewal Terms, the
parties acknowledge that each may have access to information of the other party that is considered to be
confidential or proprietary including, without limitation, intellectual property rights, trade secrets,
copyrights, customer lists, and customer information (“Confidential Information”).

a. Confidential Information does not include information that:

i. has been made public by an act or omission by a party other than the parties;
ii. either party receives from an unrelated third party without restriction on disclosure and
without breach of a nondisclosure obligation;
iii. either party knew prior to receiving such information; or
iv. either party develops independently without use of Confidential Information.
b. The parties agree to maintain as confidential and not disclose the Confidential Information to any
third party and will not use any Confidential Information for any purpose other than for the
performance of its obligations under this Agreement.
c. The parties agree to use all reasonable efforts to prevent any unauthorized disclosure of
Confidential Information disclosed by Client under this Agreement
d. A party shall immediately notify the other party upon discovery of any unauthorized use or
disclosure of Confidential Information and shall cooperate with the other party in every
reasonable way to regain possession of the Confidential Information and prevent its unauthorized
use and/or disclosure.

9. Ownership of Intellectual Property. Service Provider is the exclusive owner of the software
used in providing the Services and all of the intellectual property rights associated with the software,
including all trademarks, service marks, patents, copyrights, trade secrets, designs, and algorithms. This
Agreement does not sell, convey, or otherwise authorize Client any rights of ownership or use of such
intellectual property of Service Provider.
 10. Injunctive Relief. The Parties agree that any default under or breach of Sections 7 and 8 of
this Agreement by one party will result in immediate and irreparable injury and harm to the other party,
which shall have, in addition to any and all remedies of law and other consequences under this
Agreement, the right to an injunction, specific performance or other equitable relief. Such remedies shall
in no way limit any other remedies which the injured party may have, including, without limitation, the
right to seek monetary damages.

11. Limitation of Liability. In no event shall either Party be liable to the other Party for any
indirect, incidental, special, consequential, punitive or exemplary damages (including, but not limited to,
damages based upon lost profits, business interruption, lost business, or lost savings) for any acts or
failure to act under this Agreement, even if it has been advised of their possible existence.
Notwithstanding the foregoing, there shall be no limitation on a Party’s liability for claims arising out of a
breach of Sections 7 and 8 of this Agreement.

12. Termination.
a. At-Will. After the conclusion of the Initial Term, either party may elect to terminate this
Agreement upon written notice to other Party at least thirty (30) days prior to the
proposed termination date in accordance with Section 17 of this Agreement (the “Notice
of Termination”). Upon receipt of notice of such termination, Service Provider shall
inform Client of the extent to which performance has been completed through the date of
termination and provide Client with a final invoice for all unpaid work. Client shall remit
payment for all outstanding work within ten (10) days upon receipt of the final invoice.

b. In the Event of Default. Notwithstanding anything hereinabove to the contrary, in the

event of any default in or breach of this Agreement, or any of its terms or conditions, by
any party hereto, such defaulting party shall, upon written notice from the non-defaulting
party, proceed to immediately to cure or remedy such default or breach within thirty (30)
days after receipt of such notice. Should defaulting party fail to cure such default or
breach within thirty (30) days, non-defaulting party may terminate this Agreement
immediately and may institute any such proceeding as may be necessary or desirable in
its opinion to cure and remedy such default of breach.

In the event of termination due to Client’s default or breach, Service Provider shall be
entitled to receive full payment of the Service Fee remaining in the Initial or Renewal
Term. Such payment must be received within sixty (60) days of termination.

c. Return and/or Deletion of Confidential Information. In the event of termination, either at-
will or in the event of default, each party shall return to the other party any and all
document and/or tangible materials (and any copies thereof) containing, reflecting,
incorporation, or based on the other party’s Confidential Information. For electronically
stored information or data, each party shall permanently delete any stored file, document,
data, and record that contains, reflects, incorporates, or is based on the other party’s
 Confidential Information. Each party shall certify, in writing, to the other party of its
compliance with the requirements of this clause.

13. Exit Interview; Offboarding Form In Event of Non-Renewal or Termination. In the

event that Client elects to not renew this Agreement pursuant to Section 3 or chooses to terminate this
Agreement pursuant to Section 11(a) of this Agreement, Client shall participate in an exit interview
conducted by Service Provider and complete an offboarding form within ten (10) days of the submission
of the Notice of Non-Renewal or Notice of Termination. Client acknowledges and understands that
failure to comply with this Section shall result in an offboarding fee of [YOUR FEE]

14. Representations by Service Provider. Service Provider represents the following for the
benefit of Client:
a. Service Provider is under no obligation or restriction that would in any way interfere or conflict
with the work to be performed by Service Provider under this Agreement.
b. Service Provider shall provide the Services in a workmanlike manner and with professional
diligence and skill.
c. Service Provider shall perform all work under this Agreement in compliance with all applicable
laws

15. Representations by Client. Client represents the following for the benefit of Service
Provider:
a. Client represents that he/she shall follow the program guidelines set by Service Provider and not
interfere with, intimidate, interrupt, impair, or otherwise disrupt Service Provider in the provision
of the Services or other clients in their use of Service Provider’s services
b. Client represents that he/she acknowledges and understands Client’s obligations to remit
payments in accordance with Section 4 of this Agreement.
c. Client represents that he/she acknowledges and understands that Client shall be liable to Service
Provider for the full Service Fee in the event of termination due to the default or breach of Client.

16. Non-Disparagement. The Parties hereby agree and covenant that neither Party shall, at any
time, make, publish, or communicate to any Person or entity or in any public forum, any defamatory or
disparaging remarks, comments, statements concerning the other Party, the other Party’s brand and/or
products, including the other Party’s employees, officers, and existing and prospective customers,
suppliers, and other associated third parties. This Section does not, in any way, restrict or impede either
Party’s ability from exercising protected rights to the extent that such rights cannot be waived by this
Agreement or from complying with any applicable law, regulation, valid court order, or authorized
government agency, provided that such compliance does not exceed that required by law, regulation, or
order.

17. Notice. Any notice to be given hereunder by either party to the other, shall be in writing and
shall be deemed given when sent by electronic mail.
a. Notices to Service Provider shall be addressed to: [YOUR EMAIL]
b. Notices to Client shall be addressed to:
 18. Governing Law. This Agreement and any amendments and its validity, construction and
performance shall be governed by the laws of [YOUR STATE]. Exclusive jurisdiction and venue for all
matters relating to this Agreement shall be in the county and state of [YOUR STATE] and the Parties
hereby agree and consent to such jurisdiction and venue.

19. Attorneys’ Fees and Collection Costs. If any payment obligations under this Agreement are
not paid when due, Client shall pay all costs of collection, including court costs and reasonable attorneys’
fees to the extent enforceable, whether or not a lawsuit is commenced as part of the collection process.

20. Guarantor. The Guarantor hereby ratifies and affirms, in all respects, their obligations under
its guaranty and acknowledges that such guaranty shall remain in full force and effect.

21. Third Parties. This Agreement does not and shall not be deemed to confer upon any third party any
right to claim damages to bring suit, or other proceeding against either Service Provider or Client because
of any term contained in this Agreement.

22. Assignment. Neither Party shall assign or delegate, sublicense or otherwise transfer this
Agreement, or its services to be performed or obligations under this Agreement.

23. Entire Agreement. This Agreement constitutes the entire agreement and understanding
between the parties and supersedes any prior agreement or understanding relating to the subject matter of
this Agreement.

24. Modification. This Agreement may be modified or amended only by a duly authorized
written instrument executed by the parties hereto.

25. Severability. If any of the provisions of this Agreement shall be invalid or unenforceable,
such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but
rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable
provision or provisions, and the rights and obligations of the party shall be construed and enforced
accordingly, to effectuate the essential intent and purposes of this Agreement.

26. Enforcement and Waiver. The failure of either party in any one or more instances to insist
upon strict performance of any of the terms and provisions of this Agreement, shall not be construed as a
waiver of the right to assert any such terms and provisions on any future occasion or of damages caused
thereby.

IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to sign
this SERVICES AGREEMENT as of the date first written above.

[YOUR COMPANY NAME]

[YOUR NAME]
___________________________

Client
[CLIENT NAME]

___________________________
 SCHEDULE A:
SCOPE OF SERVICES
Service Provider is hereby engaged to provide the following services:

- [YOUR SERVICES]