MARKETING SERVICES AGREEMENT

This Marketing Services Agreement (this “Agreement”), is by and between “Client”, and Search Nurture, Inc, a Nevada corporation with a principal business address of 5940 S Rainbow BLVD Ste 400 #80810, Las Vegas, Nevada 89118, (“Search Nurture” and together with Client, the “Parties” and each a “Party”).

WHEREAS, Search Nurture is in the business of providing search engine optimization (SEO), paid advertising marketing services, digital marketplace set-up, and web development;

WHEREAS, Client wishes to retain Search Nurture to provide, and Search Nurture wishes to provide to Client, the such marketing services as set forth in this agreement below.

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

  1. Services.
    1. Client hereby appoints Search Nurture to provide Services related to the advertising and promotion of Client’s goods or services (the “Products”). The services shall include (the “Services”):
      1. Taking all steps required to become sufficiently familiar with Client’s business related to the Products to make useful recommendations to Client regarding the advertising and promotion of its Products.
      2. Review and analysis of the market for the Products, including gaining a thorough understanding, through meetings to be arranged by Client with Client’s employees and agents and through its own independent research, of the:
        1. market and potential market for the Products;
        2. perception of the Products in the marketplace;
        3. existing and potential competition for the Products;
        4. advertising and promotional materials and programs previously used by the Client and its competitors; and
        5. advertising and promotional materials and programs currently being used by the Client and its competitors.
      3. Conceptualization, development, and presentation to Client for initial approval of preliminary advertising, marketing, merchandising, and promotional ideas and programs (including media to be utilized, estimated costs, and timetables).
      4. Execute on that approved program concept, including the day to day management of Client’s Relevant Platform Advertising account.
      5. Subject to Client approval, design and preparation of creative content pursuant to the program concept approved by Client.
      6. Prompt implementation, placement, management, and quality control of Client-approved advertising programs in a cost-effective manner, including, auditing of advertisement and promotional placements to assure their appearance, timing, position (including adjacencies and other brand safety factors), prominence, and size meet Client requirements.
      7. Engaging the services of third parties as necessary to complete the Services on Client’s behalf, subject to supervision of Search Nurture to Client’s reasonable satisfaction.
      8. Bi-Monthly (2) meetings between Parties unless requested in advance during peak advertising periods
      9. Client agrees to quarterly meetings with Senior Management (if applicable) to review and discuss Marketing Performance and Learnings
      10. Client agrees to set advertising budgets and goals ten (10) days prior to the start of the applicable month
      11. Subject to an additional fee, Search Nurture may provide other services as may be requested by Client from time to time, including:
        1. tracking implementation;
        2. creative asset development;
        3. landing page development;
        4. search engine optimization;
        5. content creation;
        6. product listing optimization;
        7. brand registry application;
        8. brand store setup;
        9. social media initiatives;
        10. search engine optimization; and
        11. other activities related to advertising, marketing, promotion, or merchandising of the Products, whether utilizing electronic, traditional, new media or other means approved by Client.
    2. Search Nurture accepts Client’s appointment and shall, during the term of this Agreement, provide Services to Client related to the Products when requested by Client.
  2. Fees and Expenses; Payment Terms.
    1. For so long as Search Nurture performs the Services for Client, Client shall pay Search Nurture the fees at the rates set forth below.
    2. A flat monthly retainer plus any applicable variable ad spend management fees.

  1. For any additional services, as described in Section 1.1(h), an additional fee shall be agreed upon and addendum entered into.
  2. Payment for the initial month’s services shall be due immediately upon receipt of an invoice from Search Nurture.
  3. Following the initial invoice, fees will be invoiced on NET 30 Terms for ACH or NET 15 terms for Check Payment at the beginning of each month. Variable ad spend management fee, if any, billed at the beginning of the subsequent month.
  4. Client shall reimburse Search Nurture for actual, documented, and reasonable out-of-pocket expenses incurred by Search Nurture in connection with the performance of the Services that have been pre-approved in writing by Client.
  5. Client shall pay all costs of collection, including without limitation, reasonable attorney fees. In addition to any other right or remedy provided by law, if Client fails to pay for the Services when due, Search Nurture has the option to treat such failure to pay as a material breach of this Agreement and may cancel this Agreement. Such cancelation shall not affect Search Nurture’s rights or legal remedies to recover payments owed.
  6. Search Nurture Administrative Obligations. Search Nurture shall:
    1. Maintain all necessary licenses and consents and comply with all relevant laws, rules, and regulations applicable to the provision of the Services, including self-regulatory guidelines from organizations such as the Children’s Advertising Review Unit (“CARU”) of the Better Business Bureau.
    2. Search Nurture may hire or engage one or more subcontractors to perform any or all of its services, provided, that Search Nurture will in all cases remain responsible for all of its obligations under this Agreement, including, without limitations, the standard for the services and the content of the services provided to the Client. Under no circumstances will Client be responsible for making any payments directly to any subcontractor engaged by Search Nurture.
    3. Ensure that all persons, whether employees, agents, subcontractors, or anyone acting for or on behalf of the Search Nurture, are properly licensed, certified, or accredited as required by applicable law and are suitably skilled, experienced, and qualified to perform the Services.
  7. Ownership of Deliverables.
    1. All Intellectual Property made, developed, conceived, first reduced to practice, fixed in any tangible medium of expression, or created independently by Search Nurture (the “Works”) during the performance of our Services will be our sole and exclusive property (including the entire right, title and interest). Search Nurture hereby grants Client a royalty-free, perpetual, worldwide license to use the Works as Search Nurture intended them to be used upon delivery of the Works to Client.
    2. Notwithstanding anything herein to the contrary, Client’s license to the Works shall be subject to (a) receipt of payment in full of any fees owed by Client to Search Nurture, (b) the rights of third parties whose materials or services are contained in the Deliverables with Client’s prior knowledge and written approval (e.g., stock footage, photos, music, software, etc.) and used under a license or other permission granted to Search Nurture or Client (“Third Party Materials”), and (c) all materials owned by Search Nurture prior to, or independent from, the performance of Services under this Agreement, and all methodologies, software, applications, processes or procedures used, created or developed by Search Nurture in the general conduct of its business.
  8. Confidential Information.
    1. All non-public, confidential or proprietary information of either party, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, advertising, promotions, and marketing (collectively, “Confidential Information”), disclosed or otherwise made available by the disclosing party to the receiving party in connection with the provision of the Services and this Agreement, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” is confidential, and shall not be disclosed or copied by the receiving without the prior written consent of the disclosing party. Confidential Information does not include information that the receiving party can demonstrate by documentary evidence that either:
      1. Is or becomes generally available to the public other than through that party’s breach of this Agreement.
      2. Is communicated to either party by a third party that had no confidentiality obligations concerning such information.
      3. Was known to that party at the time of disclosure.
    2. Parties shall use the other party’s Confidential Information only for the purpose of providing Services under this Agreement.
    3. This provision will continue to be effective after the termination of this Agreement.
    4. Either party shall be entitled, in addition to any other remedies available to it, to injunctive relief for any violation of this Section.
  9. Representations and Warranties. Search Nurture represents and warrants to Client that:
    1. It shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with best industry standards for similar services.
    2. It shall devote adequate resources to meet its obligations under this Agreement.
    3. It is in compliance with, and shall perform the Services in compliance with, all applicable laws, rules, and regulations.
  10. Indemnification. Client shall defend, indemnify and hold harmless Search Nurture, its subsidiaries, affiliates, successors, and assigns and their respective directors, officers, shareholders, and employees (collectively, “Indemnitees”) from and against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, “Losses”) arising out of or related to Client’s negligence, willful misconduct, or breach of this Agreement. Client shall not enter into any settlement without Search Nurture’s or Indemnitee’s (as applicable) prior written consent.
  11. Disclaimer of Warranties and Liability Limitation.
    1. Disclaimer of Warranties and Guarantees. EXCEPT AS SET FORTH IN THIS AGREEMENT, SEARCH NURTURE’S SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND SEARCH NURTURE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SEARCH NURTURE DOES NOT GUARANTEE AND HEREBY EXPRESSLY DISCLAIMS ANY GUARANTEE REGARDING THE RESULTS OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY GUARANTEE OF INCREASED SALES/REVENUE OR SEARCH ENGINE RANKING.
    2. Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER ANY CIRCUMSTANCES OR LEGAL THEORY FOR DAMAGES RELATED TO INCONVENIENCE, DOWNTIME, COST OF CAPITAL, FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS, LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOSS OF USE, TIME, DATA, OR GOODWILL, OR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, COLLATERAL, OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER SUCH LOSSES ARE FORESEEABLE; PROVIDED, HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY IS REQUIRED TO PAY ANY DAMAGES RELATED TO INCONVENIENCE, DOWNTIME, INTEREST, COST OF CAPITAL, FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS, LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOSS OF USE, TIME, DATA, OR GOODWILL, OR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, COLLATERAL OR CONSEQUENTIAL DAMAGES, TO ANOTHER PERSON IN CONNECTION WITH A THIRD PARTY CLAIM PURSUANT TO SECTION 7, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES NOT SUBJECT TO THE LIMITATION SET FORTH IN THIS SECTION 8.2. THIS SECTION SURVIVES THE TERMINATION OF THIS AGREEMENT.
  12. Dispute Resolution. In the event a dispute arises between the Parties, they will attempt to resolve the dispute through friendly consultation. If the dispute is not resolved within a reasonable period of time, but in no case longer than three (3) months, then any or all of the outstanding issues may be submitted to mediation in accordance with California’s statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding shall be settled by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules which shall take place in Los Angeles County, California. The arbitrator’s award will be final, and judgment may be entered upon it by any court having jurisdiction within the State of California.
  13. Attorney’s Fees and Collection Costs. If there is dispute relating to any provisions in this Agreement, the prevailing party is entitled to, and the non-prevailing party shall pay, the costs and expenses incurred by the prevailing party in the dispute, including but not limited to all out-of-pocket costs of collection, court costs, and reasonable attorney fees and expenses.
  14. Force Majeure. In the event either Party is unable to perform its obligations, except for the payment of fees due, under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes.
  15. Insurance. During the term of this Agreement, each party shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability in a sum no less than $1,000,000 and errors and omissions insurance in a sum no less than $1,000,000 with financially sound and reputable insurers. Upon request, each party shall provide the requesting party with a certificate of insurance from that party’s insurer evidencing the insurance coverage specified in this Agreement.
  16. Term and Termination.
    1. This Agreement shall have an Initial Term of twelve (12) months.
    2. Thereafter, the Agreement shall automatically renew in twelve (12) month increments until such time as either party gives written notice of intent to discontinue services. Notice must be given at least 30 days prior to the end of the then-current service period. Upon receipt of notice, contract for services shall remain in effect until the end of the then-current period but shall not renew thereafter.
    3. The expiration or termination of this Agreement, for any reason, shall not release Client from any obligation or liability to Search Nurture, including its payment obligations for services provided prior to expiration or termination. In the event Client attempts to terminate this Agreement prior to the conclusion of the Initial or Renewal Term, Client shall immediately owe the Retainer for all months remaining in the then-current term.
  17. Waiver. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
  18. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
  19. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of California.
  20. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
  21. Construction and Interpretation. The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.
  22. Assignment. Neither party may assign or transfer this Agreement without prior written consent of the non-assigning party. Notwithstanding the foregoing, in the event Search Nurture sells all or substantially of its assets, its rights and obligations under this Agreement may be assigned in connection with such sale.
  23. Representation on Authority of Parties/Signatories. Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each Party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such Party’s obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding on such party and enforceable in accordance with its terms.

  1. Entire Agreement; Amendment and Modification. This Agreement, together with any documents incorporated herein by reference, constitutes the sole and entire agreement of the parties, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. The terms of this Agreement prevail over any terms and conditions contained in any other documentation and expressly exclude any of Search Nurture’s standard terms and conditions or any other document issued by Search Nurture under this Agreement. This Agreement may only be amended or modified in a writing that specifically states that it amends this Agreement and is signed by an authorized representative of each party.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.