1. SERVICES AND COMPENSATION.

The Company will provide to the Recipient the services described in any exhibits that are attached hereto or that are otherwise referenced in this Agreement. (Hereafter, the services will be referred to as the “Services” and the exhibits will be referred to as the “Exhibits”.) Each Exhibit will be separately numbered or lettered, and each will be for a separate Service offering made by the Company to the Recipient. The Recipient will pay the Company for the Services according to the payment terms set forth in the Exhibits, along with the terms set forth in Section 16, below. All Services will be performed pursuant to the terms of this Agreement.

2. TERM OF AGREEMENT. 

The Agreement will commence on the Effective Date and will continue until terminated pursuant to the terms of Section 3, below.

3. TERMINATION OF AGREEMENT. 

The Agreement will terminate upon the earliest to occur of the following:

3.1. upon written agreement of the parties;

3.2. upon the conclusion of the last of the Services, as described in any Exhibits; or

3.3. upon written notice by either party to the other if the other party materially breaches this Agreement and fails to cure the breach within ten (10) days after being notified of the breach. A material breach shall mean any failure by a party to comply with its obligations under Sections 1, 7, 13, 16 or 19, in addition to the following obligations:‌

a. in the case of the Recipient, its failure to communicate in a timely manner with the Company as and when requested so that the Company can perform its Services; or

b. in the case of either party, any form of conduct by a party that, in the reasonable judgment of the other party, reflects adversely on its reputation or operations.

Unless this Agreement terminates due to the material breach by the Company, the Recipient must pay for any Services rendered through the date of termination. Upon termination, to the extent necessary, the Company will issue a final invoice to the Recipient. The Recipient must pay such final invoice within fourteen (14) days after delivery by the Company. Regardless of how this Agreement terminates, any funds deposited by the Recipient with the Company are non-refundable unless the Company determines otherwise.

4. RELATIONSHIP OF PARTIES. 

The Company is an independent contractor of the Recipient. This Agreement does not create an agency relationship between the parties and does not establish a joint venture or partnership between the parties.

5. NO WARRANTIES OR GUARANTEES. 

The Company has made every effort to accurately represent the Services and their potential. The Company will work diligently to obtain the desired results for the Recipient. Success will depend on a number of factors, including but not limited to the Recipient’s background, dedication, strategy, and countless other factors, many of which may be out of the Company’s or the Recipient’s control. Notwithstanding any of the foregoing, the Company cannot, and does not, warrant or guarantee any results, and the Company expressly disclaims all warranties with respect to the Services, express and implied, including but not limited to the warranty of merchantability and the warrant of fitness for a particular purpose.

6. LIMITATION OF LIABILITY. 

In no event will the Company be liable to the Recipient for any special, indirect, incidental, exemplary, punitive or consequential damages, even if the Company has been advised of, or is aware of, the likelihood of such damages. The Company’s total, cumulative liability under this Agreement will not exceed the amounts paid by the Recipient for the Services. This limitation will apply, regardless of whether any remedy set forth herein fails of its essential purpose and regardless of the type of claim or legal theory. In no event will either party be liable for third-party claims based on the misconduct of the other party or where such claims arise out of the other party’s failure to comply with its obligations hereunder or its own negligence.‌

7. CONFIDENTIALITY. 

The Company may have access to proprietary, private or other confidential information (“Confidential Information”) of the Recipient. Confidential Information shall mean information that the Recipient discloses to the Company if the information is marked or designated – whether orally or in writing – as confidential at the time of disclosure to the Company or the Company knows or has reason to know that the Recipient is treating such information as confidential. The Company will not use Confidential Information for any purpose without the Recipient’s specific prior written authorization, except that the Company may use Confidential Information to perform the Services, and the Company may disclose such Confidential Information to its employees or contractors, provided that the Company informs the employees or contractors of the confidential nature of the Confidential Information. The Company’s obligations under the terms of this Section 7 shall continue for up to twenty-four (24) months after the termination of this Agreement. Upon the Recipient’s request or the termination of this Agreement, the Company will return to the Recipient all materials furnished by the Recipient containing Confidential Information, whether in physical or electronic format.‌

8. AMENDMENT. 

This Agreement may be amended only by written agreement of both parties.

9. REMEDIES. 

The parties will have all remedies available to them at law or in equity. All available remedies are cumulative and may be exercised singularly or concurrently.‌

10. WAIVER. 

No waiver will be binding on a party unless it is in writing and signed by the party making the waiver. A party’s waiver of a breach of a provision of this Agreement will not be a waiver of any other provision or a waiver of a subsequent breach of the same provision.

11. FORCE MAJEURE. 

If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, wars, strikes, lock-outs or work stoppages. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

12. SEVERABILITY. 

If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

13. ASSIGNMENT. 

Neither party may assign or transfer this Agreement without the prior written consent of the non-assigning party, expect that either party may assign this Agreement without prior written consent in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party’s assets or voting securities.

14. GOVERNING LAW AND VENUE. 

This Agreement is governed by the laws of the State of Oregon, without giving effect to any conflict-of-law principle that would result in the laws of any other jurisdiction governing this Agreement. Any action, suit, or proceeding arising out of the subject matter of this Agreement will be litigated in courts located in Multnomah County, Oregon. Each party consents and submits to the jurisdiction of any local, state, or federal court located in Multnomah County, Oregon.

15. ATTORNEY’S FEES. 

If any arbitration, action, suit, or proceeding is instituted to interpret, enforce, or rescind this Agreement, or otherwise in connection with the subject matter of this Agreement, the prevailing party on a claim will be entitled to recover with respect to the claim, in addition to any other relief awarded, the prevailing party’s reasonable attorney’s fees and other fees, costs, and expenses of every kind, including but not limited to the costs and disbursements specified in ORCP 68 A(2), incurred in connection with the arbitration, action, suit, or proceeding, any appeal or petition for review, the collection of any award, or the enforcement of any order, as determined by the arbitrator or court.

16. PAYMENT TERMS. 

16.1. The Recipient will pay the Company for the Services according to the payment terms set forth in any Exhibit, along with the additional terms set forth in this Section 16. If the Recipient requests any Services to be performed in addition to those set forth in this Agreement or any Exhibit, and the Company performs such additional Services, then the Company will separately send an invoice to the Recipient for such additional Services.

16.2. Unless otherwise agreed to, the Recipient must pay fees for Ongoing Growth services via automatic bank transfer, as described in any Exhibit. The Recipient must pay any other invoices upon receipt. Any invoices not paid by the Recipient within fourteen (14) days of receipt will incur interest at the rate of five percent (5%) per year from the invoice date, or the maximum amount permitted by law, whichever is lower.

16.3. The Company reserves the right to change its fees or applicable charges at any time, though it will provide the Recipient with at least thirty (30) days’ notice of any such changes in fees or charges prior to such changes taking effect. The Recipient will be deemed to consent to any such changes if the Recipient continues to accept Services from the Company following notification.

16.4. If the Recipient believes that the Company has incorrectly billed the Recipient, the Recipient must contact the Company in writing, pursuant to Section 17 of this Agreement, no later than thirty (30) days after receipt of the invoice in which the purported error or problem first appeared, in order to receive an adjustment or credit. Inquiries should be directed to the Company signatory listed below.

17. NOTICE. 

Any notice or communication required or permitted under this Agreement shall be delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as either party may have furnished to the other in writing.

18. ENTIRE AGREEMENT. 

This Agreement, including any Exhibits, constitutes the entire contract between the parties. All terms and conditions contained in any other writings previously executed by the parties regarding the matters contemplated herein shall be deemed to be merged herein and superseded hereby. No modification of this Agreement shall be deemed effective unless in writing and signed by the parties hereto. The Agreement may be signed in counterparts.

19. NON-SOLICITATION. 

Unless otherwise expressly agreed upon in writing, and subject to the exception set forth below, both parties agree not to solicit, recruit or employ each other’s respective employees and contractors during the term of this Agreement and for a period of nine (9) months after the termination of this Agreement (the “Waiting Period”). If a party breaches this Section 19 by soliciting, recruiting, or employing an employee or contractor of the other party during the Waiting Period, then the breaching party will immediately pay the other party 30% of such employee’s or contractor’s gross annual salary upon employment by the breaching party. Both parties agree that, if a breach of this Section 19 were to occur, it would be difficult to determine actual damages. Based on what the parties presently know, they agree that, if such a breach were to occur, the resulting sums set forth above would be a reasonable estimate of the damages – this amount being agreed upon by the parties to be liquidated damages – that would accrue for such a breach, and both parties further agree that the amount of liquidated damages is fair, reasonable, and would not act as a penalty to the breaching party. Notwithstanding any of the foregoing, the posting of job advertisements and general solicitations of employment not directed at the other party’s respective employees or contractors shall not be considered violations of the terms of this Section 19.

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