1.1. Services. The Company hereby retains and has engaged the Agency to provide services to the Company for advice and guidance regarding sales process, marketing content, and such other services as described in this Services Agreement, which is incorporated by reference herein and is made a party of this Agreement (the “Services”).

1.2. Modification of Services. The Parties acknowledge and agree that during the term of the Agreement the Services may be modified and/or expanded from time to time upon a written agreement executed by authorized representatives of the Parties expressly referencing this Agreement.

1.3. No Exclusivity. The Agency may represent, perform services for, and contract with other additional clients, persons, or companies as the Agency in its sole discretion, sees fit, so long as such services do not conflict with the terms and provisions of this Agreement.

1.4. Time and Availability. The Agency will devote as much time as is necessary during the engagement to complete the deliverables set forth in this Services Agreement, which is incorporated by reference herein and is made a part of this Agreement. The Agency shall have discretion in selecting the dates and times it performs the Services throughout each month giving due regard to the needs of the Company's business. If the Company deems it necessary for the Agency to provide additional services, Agency is not obligated to undertake such work until the Agency and the Company have agreed on a rate of compensation.

1.5. Standard of Conduct. In rendering the Services under this Agreement, the Agency shall conform to high professional standards of work and business ethics. The Agency shall not use time, materials, or equipment of the Company without the prior written consent of the Company. In no event shall the Agency take any action or accept any assistance or engage in any activity that would result in any university, governmental body, research institute or other person, entity, or organization acquiring any rights of any nature in the results of work performed by or for the Company.

2.1. Fees. The Company shall pay to the Agency a payment as detailed in this Services Agreement (the “Fee”). In addition, if required, the Company will be responsible for purchasing any necessary marketing platforms and data subscriptions directly from their respective providers. Payment for Services is due upon execution of this Agreement. The Company must provide detailed remittance information with each payment to the Agency no later than the date of the payment.

2.2. Expenses. The Company shall be responsible for all pre-approved, customary and standard expenses incurred by the Agency during the course of the performance of the Services (the “Expenses”). If approved in advance by the Company, the Company will reimburse the Agency for any Expenses incurred by the Agency on the Company's behalf, including but not limited to shipping, travel (coach class, standard room), and meals. The Agency will provide reasonably detailed supporting documentation for such Expenses. If approved in advance by the Company, the Company also agrees to pay, at the Agency's standard rates, Expenses incurred by the Agency on the Company's behalf including, but not limited to, purchase of information, use of third-party data bases and systems, telephone, fax, postage, messenger, transportation, photocopy costs and related items.

2.3. Late Payments. If payment is not made on or before the due date, a late fee of 1.5% of the monthly balance due shall be due and payable by the Company. In the event that the Company fails to timely issue payment, the Agency may, at its sole option, terminate this Agreement without any liability to the Company until such time as all outstanding payments are received by the Agency. In the event that the Agency must incur expenses related to the collection of any outstanding balance and/or late fees, the Company will immediately pay the Agency’s reasonable costs and expenses associated with such collection, including, without limitation, reasonable attorney’s and collection agency’s fees.

2.4. Media Prepayment. If required by the Agency, the Company agrees to prepay the Agency for all media purchased on behalf of the Company (“Media Prepayment”). The amount of the monthly Media Prepayment shall be based upon an estimate of the total planned media spend for the month and executed in an insertion order between both Parties prior to the start of each month of services. The Agency’s Fee shall not be included in the estimate of the total media spend. The Agency’s Fee shall be calculated based on the actual total media spend and invoiced separately. The Media Prepayment must be received by the Agency not less than five (5) days prior to the start of the month of Services. The Company acknowledges that it is their sole obligation for the Media Prepayment and acknowledges that the timely provision of the Services is dependent upon the Company fulfilling this obligation. The Agency shall not be liable for any damages as a result of the Company's delays or failure to make the Media Prepayment. The Company shall be liable for all media purchased by the Agency on behalf of the Company with such financial liability discharged only upon payment in full by the Company. The Company acknowledges and agrees that nothing contained in this Agreement shall preclude the Agency from assisting in the collection of unpaid amounts due for media.

2.5. Third-Party Product Referrals.  GK3 Capital is a participant in the IMPACT Affiliate Program. As part of this relationship, we may recommend or refer clients to purchase the IMPACT “TRUST” theme available on the HubSpot Marketplace. In compliance with the Federal Trade Commission (FTC) Guidelines for affiliate relationships, GK3 Capital discloses the following: when a client purchases the IMPACT TRUST theme following a referral by GK3 Capital, GK3 Capital may receive a referral fee as compensation. This does not result in any additional cost to the client and does not influence GK3 Capital’s recommendation. GK3 Capital only promotes products and services that it believes provide genuine value to its clients. To be eligible for this referral arrangement, GK3 Capital submits a lead registration form with IMPACT prior to the client’s purchase on the HubSpot Marketplace.

3.1. This Agreement shall be effective as of the date signed and will remain in full effect for the length of the engagement as specified in the Services Agreement (the “Term”).

• 3.1.1 Projects: For one-time project-based work, the Agreement applies only for the duration and scope outlined in the Services Agreement. Project Agreements do not renew automatically and end upon completion of the agreed deliverables, unless otherwise agreed in writing by both parties.
• 3.1.2 Retainers: For ongoing retainer services, the Agreement will continue for the full Term stated in the Services Agreement. After the initial Term, the Agreement will automatically renew on a month-to-month basis under the same terms, unless either party provides thirty (30) days’ written notice of termination. Upon such termination, the Company will remain responsible for the current sprint then in progress, and one additional offboarding sprint, both of which shall be billed in full. If the Company ends the Agreement before the Term is completed, it remains responsible for all Fees, Expenses, and any outstanding media costs incurred through the end of the Term.  

4.1. Confidential Information. Both Parties recognize that during the Term of this Agreement, the Parties may disclose to the other certain confidential information, which may include, but not be limited to, technical data, research, market plans, products, services, company, markets, software, developments, inventions, processes, designs, and related information (the “Confidential Information”). Each Party agrees that it shall not disclose the other Party’s Confidential Information and shall use it solely for the purposes of this Agreement. Confidential Information shall specifically exclude (a) any information that is in the public domain at the time of disclosure through no fault of the receiving party, (b) any information that the receiving party can demonstrate it already possessed prior to disclosure or (c) any information that the receiving party independently developed without reference to the disclosing party’s information. Notwithstanding the foregoing, either Party may disclose the Confidential Information, upon the other Party's written consent or by order of any court of competent jurisdiction. Further, the Agency shall be entitled to use the Company’s Confidential Information provide same is used on an aggregate, anonymous basis.

4.2. Non-Solicitation of Employees. The Company agrees that during the Term of this Agreement and for a period of one (1) year after the expiration thereof, or any subsequent Agreements between the Parties, the Company will not contact or solicit any employees of the Agency. The Agency agrees that during the Term of this Agreement and for a period of one (1) year after the expiration thereof, or any subsequent Agreements between the Parties, the Agency will not contact or solicit any of the Company’s employees. Notwithstanding the foregoing, a Party’s general human resources advertising and job posting activities and procedures undertaken in the normal course of business, participation in job fairs and trade shows, and similar activities directed at the general recruiting of prospective employment candidates shall not constitute a violation of this non- solicitation restriction. In the event any time during the Term of this Agreement or any subsequent Agreements between the parties the Company opts to directly employ any employees of the Agency the Client will pay the Agency a Buyout Fee in the amount of Seventy-Five Thousand ($75,000.00) dollars due immediately upon employment offer. A Transition Period is required and is typically sixty (60) days but may be reasonably adjusted by the Agency based on the the Agency's employee's then-existing commitments to the Agency related to the Agency's business, including but not limited to commitments to other Clients.

4.3. Promotional Rights. The Company grants the Agency the right to list, reference or otherwise identify the Company as a client of the Agency in its own marketing and promotion. Any publicity, press release, advertising, marketing or other promotion that either Party wishes to distribute that refers to the other Party or the subject matter of this Agreement shall be subject to the prior written approval of such other Party.

5.1. The Company hereby represents and warrants to the Agency that the following are true and correct as of the date hereof and throughout the term of this Agreement:

• 5.1.1. The Company has acquired the rights to market and sell the goods or services that are the subject of the web development and/or the media to be planned and purchased as set forth herein.
• 5.1.2. The Company owns all right, title, and interest, or has appropriate licenses, to the trademarks and all other intellectual property incorporated into or used in or in connection with the Services, and the use thereof in connection with the Services will not infringe any rights of any third parties. The Company grants a non-exclusive, non-transferable, non- royalty bearing license to the Agency to use the Company’s trademarks in connection with the Services.
• 5.1.3. The Company has the exclusive right to broadcast, advertise, market and sell all of the products and services contained within the media that is the subject of the Services and that the broadcasting, advertising, marketing and selling of same shall not violate the rights of any person or entity, nor violate any law, rule or regulation now or hereafter enacted.

5.2. Each Party hereby represents, warrants and covenants to the other Party as follows: (i) they have the full right, power, legal capacity and authority to enter into this Agreement, and to carry out its terms, (ii) they are under no obligation or restriction, nor will it assume any such obligation or restriction that does or would in any way interfere or conflict with its obligations under this Agreement, (iii) there are no liens, claims, encumbrances, legal proceedings, restrictions, agreements or understandings that might conflictor interfere with, limit, or be inconsistent with or otherwise affect any of the provisions of this Agreement.

6.1. Limited Liability. EXCEPT FOR THE INDEMNIFICATION PROVISIONS BELOW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF INCOME OR PROFITS, ARISING FROM ANY CLAIM OR ACTION HEREUNDER, WHETHER BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY. IN ADDITION, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR DAMAGES FOR ANY CAUSE WHATSOEVER IN AN AMOUNT IN EXCESS OF THE FEES PAID OR RECEIVED UNDER THIS AGREEMENT. The Company expressly agrees that under no circumstances shall the Agency, its agents and employees be liable for any loss of sales due to the Company’s inability to complete a sale or service from their customers at any time via the web, email, or phone access or any other sales channel.

6.2. The Agency agrees to hold harmless, indemnify, and defend the Company, its affiliates, divisions, subsidiaries, successors and assignees and each of their officers, directors, shareholders, agents and employees from and on demand reimburse the Company for any and all damages, losses and/or expenses (including reasonable attorney’s fees and other costs of defense) incurred in connection with any and all suits, claims, demands or liabilities whatsoever arising out of or resulting in any way from any breach by the Agency of any obligation, duty, representation or warranty under this Agreement but only in proportion to and to the extent such liability, loss expense, attorneys’ fees, or claims for injury or damages are caused by or result from the gross negligence or willful misconduct of the Agency, its officers, agents or employees. The Agency’s defense and indemnification obligations do not extend to any investigations, proceedings, claims, or action brought by or on behalf of any governmental or quasi-governmental agency or any state or local governmental agency related to the Company’s products or services.

6.3. The Company agrees to hold harmless, indemnify, and defend the Agency, its affiliates, divisions, subsidiaries, successors and assignees and each of their officers, directors, shareholders, agents, employees, from and on demand reimburse the Agency for any and all damages, losses and/or expenses (including reasonable attorney’s fees and other costs of defense) incurred in connection with any and all actual or threatened suits, claims, demands, investigations, proceedings or liabilities whatsoever of every name and nature, both in law and equity, arising out of or resulting in any way from any actual or alleged defective, dangerous or unsafe product promoted in the advertising that the Agency purchases on behalf of the Company or from any act or omission, gross negligence or willful misconduct of the Company, its agents, employees or subcontractors relating to the purchase or sale of any product or service promoted in the advertising that the Agency purchases on behalf of the Company; or from any actual or alleged breach of any representation, warranty or guarantee or any actual or alleged infringement of any patent, trademark, copyright, trade secret or other intellectual property right of a third party, or pertaining to or in connection with the design, manufacture, production, assembly, packaging, labeling, shipping, advertising (including but not limited to claims of “false advertising” or unfair business practices), or sale whatsoever, from any source, alleged damage, death, illness or injury to any person or property resulting from the manufacture, purchase, sale consumption and/or use of any product or service contained within the advertising; provided that the Company shall have no responsibility with respect to liability resulting solely from the Agency’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Company’s defense and indemnification obligations extends to any investigations, proceedings, claims, or action brought by or on behalf of any governmental or quasi-governmental agency or any state or local governmental agency.

7.1. Governing Law. This Agreement shall be governed by, interpreted and construed in accordance with the laws of the State of New Jersey without regard to conflict of laws principles. Each of the Parties hereto consents to the exclusive jurisdiction and venue of the state and federal courts located in the State of New Jersey, Mercer County. Each party hereto consents to the personal jurisdiction of such courts and shall subject itself to such personal jurisdiction.

8.1. Headings; Construction. The headings/captions appearing in this Agreement have been inserted for the purposes of convenience and ready reference, and do not purport to and shall not be deemed to define, limit or extend the scope or intent of the provisions to which they appertain. This Agreement is the result of negotiations between the Parties and their counsel. Accordingly, this Agreement shall not be construed more strongly against either Party regardless of which Party is more responsible for its preparation, and any ambiguity that might exist herein shall not be construed against the drafting Party.

8.2. Severability. If any provision or portion of this Agreement shall be rendered by applicable law or held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect.

8.3. Successors and Assigns. This Agreement and the various rights and obligations arising hereunder shall inure to the benefit of and be binding upon the parties and their respective heirs, successors and assigns.

8.4. Amendments. Any amendments hereto or modifications hereof must be made in writing and executed by each of the Parties hereto.

8.5. Entire Agreement. This Agreement, constitutes the entire agreement between the Parties hereto with respect to the subject matter contained herein and supersedes all prior oral or written agreements, if any, between the parties hereto and, except as otherwise expressly provided herein, is not intended to confer upon any other person any rights or remedies hereunder.

8.6. Binding Effect. The Parties hereto acknowledge and agree that the terms and provisions of this Agreement are legally binding and enforceable obligations of the parties.

8.7. Waiver. No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of this Agreement thereafter.

8.8. Rights Cumulative. The rights and remedies of the Parties herein provided shall be cumulative and not exclusive of any rights or remedies provided by law or equity.

8.9. Survival. Each term and provision of this Agreement that should by its sense and context survive any termination or expiration of this Agreement, shall so survive regardless of the cause and even if resulting from the material breach of either Party to this Agreement.

8.10. Collection Expenses. If the Agency incurs any costs, expenses, or fees, including reasonable attorney’s fees and professional collection services fees, in connection with the collection or payment of any amounts due it under this Agreement, the Company agrees to reimburse the Agency for all such costs, expenses and fees.

8.11. Prevailing Party. If either Party incurs any legal fees associated with the enforcement of this Agreement or any rights under this Agreement, the prevailing Party shall be entitled to recover its reasonable attorney’s fees and any court, arbitration, mediation, or other litigation expenses from the other Party.

8.12. Counterparts. This Agreement may be executed in one or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or by electronic mail in portable document file (PDF) format, shall be effective as delivery of a manually executed counterpart to this Agreement.