B2B Service Agreement

1.1 Description of Services. Service Provider agrees to perform the following services (the "Services") for Client during the Term of this Agreement: (a) Digital marketing strategy development and execution, including search engine optimization (SEO), paid media management, and content strategy; (b) Monthly performance reporting and analytics review covering all active marketing channels; (c) Weekly strategy calls with Client's designated marketing representative; (d) Quarterly comprehensive marketing audits and strategic recommendations; (e) Management of third-party vendor relationships related to the Services. 1.2 Deliverables. Service Provider shall deliver the following specific deliverables ("Deliverables") as part of the Services: (a) Monthly performance reports delivered by the 5th business day of each subsequent month; (b) Weekly call summaries within 24 hours of each scheduled call; (c) Quarterly audit reports delivered within 10 business days of each quarter end; (d) All ad creative assets and copy as agreed upon in writing between the parties. 1.3 Change Orders. Any changes to the scope of Services must be agreed upon in writing by both parties through a mutually executed Change Order. Service Provider shall not be obligated to perform services beyond the Scope of Services without a fully executed Change Order.

2.1 Service Fees. Client shall pay Service Provider a monthly retainer fee of Eight Thousand Five Hundred Dollars (USD $8,500.00) for the Services described in Section 1 (the "Service Fee"). The Service Fee is due and payable on the first (1st) day of each calendar month during the Term. 2.2 Invoicing. Service Provider shall issue invoices to Client on or before the twenty-fifth (25th) day of each month for Services to be rendered in the following month. Invoices shall be sent to Client's designated billing contact via email. 2.3 Payment Method. Client shall remit payment via ACH bank transfer, wire transfer, or such other payment method as mutually agreed by the parties in writing. 2.4 Late Payments. Any amounts not paid within fifteen (15) days of the invoice due date shall accrue interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, if lower) from the due date until the date of actual payment. 2.5 Expense Reimbursement. Client shall reimburse Service Provider for all reasonable, pre-approved out-of-pocket expenses incurred by Service Provider in connection with the performance of the Services. Service Provider shall submit expense reports with supporting documentation within thirty (30) days of incurring such expenses. 2.6 Taxes. Each party shall be responsible for its own applicable income taxes. Any sales, use, or similar taxes imposed on the Services shall be the responsibility of Client.

3.1 Term. This Agreement shall commence on the Effective Date and shall continue for an initial term of twelve (12) months (the "Initial Term"), unless earlier terminated in accordance with this Section 3. Following the Initial Term, this Agreement shall automatically renew for successive one (1) month periods (each a "Renewal Term," and together with the Initial Term, the "Term") unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term. 3.2 Termination for Convenience. Either party may terminate this Agreement for any reason or no reason upon thirty (30) days prior written notice to the other party. 3.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party: (a) Materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice describing the breach in reasonable detail; (b) Becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver, trustee, or liquidator appointed for it or its property; (c) Ceases to conduct business in the ordinary course. 3.4 Effect of Termination. Upon termination or expiration of this Agreement: (a) Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination; (b) Service Provider shall deliver to Client all completed Deliverables and all work-in-progress; (c) each party shall promptly return or destroy the other party's Confidential Information.

4.1 Client Materials. Client retains all right, title, and interest in and to any materials, data, information, or content provided by Client to Service Provider in connection with this Agreement ("Client Materials"). Client grants Service Provider a limited, non-exclusive license to use Client Materials solely for the purpose of performing the Services. 4.2 Work Product. Subject to full payment of all amounts owed under this Agreement, Service Provider hereby assigns to Client all right, title, and interest in and to any work product, deliverables, inventions, or other materials created by Service Provider specifically for Client under this Agreement ("Work Product"), including all intellectual property rights therein. 4.3 Service Provider Tools. Notwithstanding Section 4.2, Service Provider retains all right, title, and interest in and to any tools, methodologies, processes, templates, or pre-existing materials used by Service Provider in connection with performing the Services ("Service Provider Tools"), even if incorporated into Work Product. Service Provider grants Client a perpetual, non-exclusive license to use Service Provider Tools as incorporated into the Work Product. 4.4 No Infringement. Each party represents and warrants that its materials and performance under this Agreement will not infringe upon the intellectual property rights of any third party.

5.1 Definition. "Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. 5.2 Obligations. The Receiving Party shall: (a) hold the Disclosing Party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose such Confidential Information to any third party without the Disclosing Party's prior written consent; and (c) use such Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement. 5.3 Exceptions. The obligations in Section 5.2 do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party without restriction before disclosure; (c) is independently developed by the Receiving Party without use of the Confidential Information; or (d) is required to be disclosed by law or court order, provided the Receiving Party gives the Disclosing Party prompt written notice and cooperates with any effort to obtain confidential treatment. 5.4 Duration. The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years.

6.1 Mutual Representations. Each party represents and warrants to the other that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; (b) it has full power and authority to enter into and perform its obligations under this Agreement; (c) this Agreement has been duly authorized, executed, and delivered and constitutes a valid and binding obligation of such party; and (d) the execution and performance of this Agreement will not conflict with any other agreement to which it is a party. 6.2 Service Provider Warranties. Service Provider additionally represents and warrants that: (a) the Services will be performed in a professional and workmanlike manner by qualified personnel; (b) Service Provider has the right to grant the licenses and assignments set forth in this Agreement; and (c) to Service Provider's knowledge, the Work Product will not infringe any third-party intellectual property rights. 6.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

7.1 Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR COST OF SUBSTITUTE SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 7.2 Cap on Liability. EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. 7.3 Exceptions. The limitations in Sections 7.1 and 7.2 shall not apply to: (a) a party's indemnification obligations; (b) damages arising from a party's gross negligence or willful misconduct; (c) a party's breach of its confidentiality obligations; or (d) a party's infringement of the other party's intellectual property rights.

8.1 Service Provider Indemnification. Service Provider shall defend, indemnify, and hold harmless Client and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Service Provider's breach of this Agreement; (b) Service Provider's gross negligence or willful misconduct; or (c) any claim that the Work Product infringes a third party's intellectual property rights. 8.2 Client Indemnification. Client shall defend, indemnify, and hold harmless Service Provider and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Client's breach of this Agreement; (b) Client's gross negligence or willful misconduct; or (c) any claim that Client Materials infringe a third party's intellectual property rights. 8.3 Indemnification Procedure. The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim; (b) give the indemnifying party sole control over the defense and settlement of such claim; and (c) provide reasonable assistance to the indemnifying party at the indemnifying party's expense.

9.1 Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Neither party has the authority to bind the other or to incur any obligation on behalf of the other. 9.2 Service Provider Personnel. Service Provider shall have sole responsibility for all employment decisions regarding its personnel, including hiring, firing, compensation, benefits, and taxes. Service Provider's employees and subcontractors are not entitled to any Client employee benefits. 9.3 Subcontracting. Service Provider may subcontract portions of the Services to qualified subcontractors; provided that Service Provider shall remain responsible for the performance of any subcontracted Services and shall ensure that all subcontractors are bound by confidentiality obligations no less protective than those in this Agreement.

10.1 Good Faith Negotiation. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof (a "Dispute"), the parties shall first attempt to resolve such Dispute through good faith negotiation between senior representatives of each party for a period of thirty (30) days following written notice from one party to the other identifying the Dispute in reasonable detail. 10.2 Mediation. If the parties are unable to resolve the Dispute through negotiation within the thirty (30) day period, either party may initiate non-binding mediation administered by a mutually agreed mediator. The costs of mediation shall be shared equally by the parties. 10.3 Arbitration. If mediation fails to resolve the Dispute within sixty (60) days of the commencement of mediation, the Dispute shall be finally resolved by binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules. The arbitration shall be conducted by a single arbitrator in San Francisco, California. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. 10.4 Exception for Injunctive Relief. Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief from any court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration.

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. 11.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties. 11.3 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by authorized representatives of both parties. 11.4 Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that party's right to enforce such provision or any other provision in the future. 11.5 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. 11.6 Notices. All notices under this Agreement shall be in writing and delivered by email with read receipt, overnight courier, or certified mail to the addresses set forth in this Agreement. 11.7 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid. 11.8 Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent such delay or failure is caused by circumstances beyond such party's reasonable control, including acts of God, natural disasters, war, terrorism, government actions, or internet outages, provided that the affected party promptly notifies the other party and uses commercially reasonable efforts to resume performance.