General Terms and Conditions

These General Terms and Conditions for Marketing Services (these "Terms"), in addition to the applicable Proposal (defined below), govern the provision of services by DANIELLE MYERS MARKETING MANAGEMENT, INC. dba MYERS MARKETING MANAGEMENT ("Agency") to the Partner identified in the Proposal ("Client or Partner").

The accompanying proposal for marketing services delivered by AGENCY to Partner (the "Proposal") and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Proposal, these Terms shall govern, unless the Proposal expressly states that the terms and conditions of the Proposal shall control.

These Terms prevail over any of Partner's general terms and conditions. AGENCY's provision of services to Partner does not constitute acceptance of Partner's terms and conditions and does not serve to modify or amend these Terms.

AGENCY shall provide the services to Partner as described in the Proposal (the "Services") in accordance with these Terms.

AGENCY shall use reasonable efforts to meet any performance dates specified in the Proposal, and any such dates shall be estimates only.

Partner shall:

• cooperate with AGENCY in all matters relating to the Services and provide such access to Partner's premises, and such office accommodation and other facilities as may reasonably be requested by AGENCY, for the purposes of performing the Services;
• respond promptly to any AGENCY request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for AGENCY to perform Services in accordance with the requirements of this Agreement;
• provide such Partner materials or information as AGENCY may request to carry out the Services in a timely manner and ensure that such Partner materials or information are complete and accurate in all material respects; and
• assume full financial responsibility for all contractors, subcontractors, vendors and suppliers engaged by or at the recommendation of AGENCY in connection with the Services, regardless of whether such engagements are entered into by AGENCY or Partner.

If AGENCY's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Partner or its agents, subcontractors, consultants, or employees, AGENCY shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Partner, in each case, to the extent arising directly or indirectly from such prevention or delay.

• If either party wishes to change the scope or performance of the Services, it shall submit details of the requested change to the other party in writing.
• Promptly after receipt of the written request, the parties shall negotiate and agree in writing on the terms of such change (a "Change Order"). Neither party shall be bound by any Change Order unless mutually agreed upon in writing.

• In consideration of the Services performed by AGENCY and the rights granted to Partner under this Agreement, Partner shall pay the fees set forth in the Proposal.
• Partner agrees to reimburse AGENCY for all reasonable travel and out-of-pocket expenses incurred by AGENCY in connection with the performance of the Services, to the extent they are not included in the Proposal.
• Partner shall pay all invoiced amounts due to AGENCY within 30 days from the date of AGENCY's invoice.
• In the event payments are not received by AGENCY after becoming due, AGENCY may: (a) charge interest on any unpaid amount at a rate of 1.5% per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid; and (b) suspend performance for all Services until payment has been made in full.
• In addition to all other amounts owed under this Agreement, Partner shall pay all reasonable and documented costs, fees and expenses (including collection agency fees, court costs and reasonable attorney fees) incurred by AGENCY in collecting or attempting to collect any amount that becomes due hereunder.

Partner shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Partner hereunder.

Conditioned on Partner fully complying with these Terms, including without limitation by making all payments required by Sections 4(d) and 7, all intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, "Intellectual Property Rights") in and to all documents, work product and other materials that are delivered to Partner under this Agreement or prepared by AGENCY in the course of performing the Services, including any items identified as such in the Proposal (collectively, the "Deliverables") shall be owned exclusively by Partner; provided, however, Partner hereby grants AGENCY a license to any non-infringing use of all Intellectual Property Rights in the Deliverables free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free and perpetual basis, including without limitation for purposes of providing services to other Partners of AGENCY. All Intellectual Property Rights owned or licensed by AGENCY, regardless of whether used in connection with the Services or incorporated in the Deliverables, shall be owned exclusively by AGENCY, and this Agreement does not transfer such Intellectual Property Rights to Partner.

• All non-public, confidential or proprietary information of AGENCY, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to Partners, pricing, and marketing (collectively, "Confidential Information"), disclosed by AGENCY to Partner, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential," in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by Partner without the prior written consent of AGENCY. Confidential Information does not include information that is: (i) in the public domain; (ii) known to Partner at the time of disclosure; or (iii) rightfully obtained by Partner on a non-confidential basis from a third party.
• The Partner agrees to use the Confidential Information only to make use of the Services and Deliverables.
• AGENCY shall be entitled to injunctive relief for any violation of this Section 10 by Partner or any of its affiliates or agents.

AGENCY represents and warrants to Partner that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.

EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 11, AGENCY MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY.

• IN NO EVENT SHALL AGENCY BE LIABLE TO PARTNER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT AGENCY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
• IN NO EVENT SHALL AGENCY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNT PAID OR PAYABLE TO AGENCY PURSUANT TO THE APPLICABLE PROPOSAL.
• The limitation of liability set forth in Section 13(b) shall not apply to liability resulting from AGENCY's gross negligence or willful misconduct.

Partner shall indemnify, hold harmless, and defend AGENCY and its officers, directors, employees, agents, affiliates, successors, and permitted assigns against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney fees, arising out of or related to any third-party claim alleging:

• breach or non-fulfillment of any provision of this Agreement by Partner;
• any negligent or more culpable act or omission of the Indemnifying Party in connection with the performance of its obligations under this Agreement;
• any bodily injury, death of any person, or damage to real or tangible personal property caused by the negligent or more culpable acts or omissions of the Indemnifying Party; or
• any failure by the Indemnifying Party to comply with any applicable federal, state or local laws, regulations, or codes in the performance of its obligations under this Agreement.

Indemnified Party may select its own legal counsel to represent its interests in connection with any indemnification claim under this Section 14. Indemnifying Party shall not, without the Indemnified Party's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding any indemnified claim hereunder.

The term of this Agreement begins on the date set forth in the applicable Proposal or, if none is stated, on the date the Proposal is fully signed, and continues thereafter until the completion of all Services under such or other Proposal between AGENCY and Partner, unless this Agreement is terminated earlier. Partner may terminate this Agreement with 60 days written notice to AGENCY. AGENCY may terminate this Agreement with immediate effect upon written notice to Partner, if Partner:

• fails to pay any amount when due under this Agreement and such failure continues for 10 days after Partner's receipt of written notice of nonpayment;
• has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or
• becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.