Master Services Agreement

THIS MASTER SERVICES AGREEMENT (this "Agreement") effective as of the date ("Effective Date") indicated in the Customer's Insertion Order (the "Insertion Order"), is entered into by and between Markerly Inc., a Delaware corporation ("Company") and the customer identified in the first Insertion Order attached hereto ("Customer").

1. Services

This Agreement shall control and govern all Services (defined below) performed by Company for the Customer. This Agreement does not obligate Company to accept orders for Services from Customer, but it, together with the commercial specifications and technical parameters in any applicable Insertion Order, shall define the rights and obligations of Company and Customer during the term thereof and will continue to govern such Services until they have been completed by the Company. Notwithstanding the foregoing, Company may terminate any Insertion Order at any time upon written notice, with or without cause, and no amount shall be owed except for Services performed, and expenses incurred (if any) prior to termination. Subject to the terms and conditions of this Agreement, during the term of this Agreement, Company shall provide to Customer the services described in the Insertion Order (the "Services"). For time to time, the Parties may add additional Insertion Orders, which, upon written execution by each of the Parties, will be subject to the terms and conditions of this Agreement.

2. Fees and Billing

2.1 Fees

The amount of compensation payable to Company by the Customer ("Compensation") shall be that agreed to by the Company and Customer and set forth in writing in each Insertion Order.

2.2 Billing and Payment Terms

Unless otherwise provided for herein or in the relevant Insertion Order, Company shall invoice Customer each month in advance for fees for Services, and Customer shall pay Company all such fees for Services in accordance with the Compensation (including fees and expenses) set forth and in accordance with the relevant Insertion Order. Customer shall pay Company all such Compensation within thirty (30) days of the date of Company's invoice. All payments must be made in U.S. dollars. Late payments hereunder will accrue interest at a rate of 1.5% per month, or the highest rate allowed by applicable law, whichever is lower.

2.3 Taxes

All payments required by this Agreement and each Insertion Order exclude all sales, value-added, use, on other taxes and obligations, all of which Customer will be responsible for and will pay in full, except for taxes based solely on Company's net income which will be paid for by Company. Customer agrees to reimburse Company on demand for all of such taxes or governmental charges, state or federal, which Company may be required to pay on behalf of Customer.

2.4 No Refunds

ALL PAYMENTS MADE BY CUSTOMER TO COMPANY UNDER THIS AGREEMENT ARE FINAL AND NON-REFUNDABLE. Customer expressly acknowledges and agrees that once payment has been made for any Services, no refunds, credits, or chargebacks shall be issued under any circumstances, including but not limited to early termination, dissatisfaction with Services, or failure to utilize the Services. This no-refund policy is a material term of this Agreement.

3. Customer's Obligations

3.1 Compliance with Law

Customer agrees to comply with all laws, rules, regulations and orders, be they federal, state or local which are applicable to Customer's business, equipment or personnel engaged in operations. Customer acknowledges that Company exercises no control over the content of the information passing through the Customer's websites and that it is the sole responsibility of Customer to ensure that the content and information transmitted and received by Customer complies with all applicable laws and regulations.

3.2 No Resale

The Services are for use by Customer and its client only and not for resale, assignment or subcontracting to any other third party not stated in the Insertion Order.

4. Confidential Information

4.1 Confidential Information

Some of the information (including but not limited to business, plans, customers, technology, influencer information, products, the terms and conditions of this Agreement and Insertion Orders, proprietary software and customer information) furnished to or acquired by each Party hereto in connection herewith, is highly confidential. Accordingly, any and all information concerning the Services or the business of the Company or Customer, developed or secured during the performance of the Services under this Agreement, or which otherwise comes into possession shall be considered to be confidential and shall be protected by each Party to the same extent that such Party protects its own confidential information, in any event not less than a reasonable standard.

4.2 Exceptions

The foregoing shall not apply to such confidential information to the extent: (a) the information is or becomes generally available or known to the public through no fault of the receiving Party; (b) the information was already known by or available to the receiving Party on a non-confidential basis prior to the disclosure by the other Party; (c) the information is subsequently disclosed to the receiving party by a third party who is not under any obligation of confidentiality to the disclosing Party; (d) the information has already been or is hereafter independently acquired or developed by the receiving Party without violating any confidentiality agreement or other similar obligation; or (e) the information is required to be disclosed pursuant to a non-appealable court order, provided that Party required to disclose shall first give notice of any such request or order of the court to give the other Party an opportunity to contest or limit said request or order of the court.

5. Representations and Warranties

5.1 Warranties by Customer

(a) Customer's Business. Customer represents and warrants that Customer's services, products, materials, data, and information used by Customer in connection with this Agreement as well as Customer's and its permitted customers' and users' use of Services ("Customer's Business") does not, as of the Effective Date, and will not during the term of this Agreement operate in any manner that would violate any applicable law or regulation.

(b) Breach of Warranties. In the event of any breach, or reasonably anticipated breach, of any of Customer's warranties herein, in addition to any other remedies available at law or in equity, Company will have the right to immediately, in Company's sole discretion, suspend any related Services if deemed reasonably necessary by Company to prevent any harm to Company or its business.

5.2 Warranties and Disclaimers by Company

THE SERVICES ARE PROVIDED BY COMPANY ON AN "AS IS" BASIS, AND CUSTOMER'S USE OF THE SERVICES IS AT ITS OWN RISK. COMPANY DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. Company does not warrant that the Services will be uninterrupted, error-free, or completely secure.

6. Limitations of Liability

6.1 Exclusions

Company will not be liable to Customer for any lost revenue, lost profits, replacement goods, loss of technology, rights or services, incidental, punitive, indirect or consequential damages, loss of data, or interruption of Customer's Business, even if Company is advised of the possibility of such damages, whether under theory of contract, tort (including negligence), strict liability or otherwise.

6.2 Maximum Liability

COMPANY'S MAXIMUM AGGREGATE LIABILITY TO CUSTOMER RELATED TO OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE TOTAL AMOUNT PAID BY CUSTOMER TO COMPANY HEREUNDER FOR THE PRIOR 12 MONTH PERIOD.

6.3 Basis of the Bargain; Failure of Essential Purpose

Customer acknowledges that Company has set its prices and entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the Parties. The Parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed of their essential purpose.

7. Indemnification

7.1 Customer's Indemnification of Company

Customer shall release, indemnify, protect, defend and hold Company harmless from and against any and all costs, liabilities, losses, claims and expenses (including, but not limited to, reasonable attorneys' fees) (collectively, "Losses") resulting from any claim, suit, action, or proceeding (each, an "Action") brought against Customer alleging the infringement of any third party registered U.S. copyright or issued U.S. patent resulting from the provision of Services pursuant to this Agreement (but excluding any infringement contributorily caused by Customer's Business).

8. Term and Termination

8.1 Term

This Agreement shall be effective as of the Effective Date and thereupon shall remain in force and effect unless terminated by either Party in accordance with this Section 8 (Term and Termination) hereof. The Agreement will automatically renew for additional terms of one (1) year each unless an end date is specified in the Insertion Order.

8.2 Termination

(a) For Convenience. Either party may terminate this Agreement for convenience upon written notice at any time during which no Insertion Order is in effect.

(b) For Cause. Either Party will have the right to terminate this Agreement, or the applicable Insertion Order, if the other Party breaches any material term or condition of this Agreement and fails to cure such breach within 30 days after receipt of written notice of the same, except in the case of failure to pay fees, which must be cured within five days after receipt of written notice from Company. Either Party may terminate this Agreement if: (i) the other Party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (ii) the other Party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within 60 days of filing.

8.3 Liability for Termination

Except as otherwise provided for herein, neither party will be liable to the other for any termination or expiration of this Agreement provided that such termination is in accordance with the terms hereof.

8.4 Effect of Termination

Upon the effective date of expiration or termination of this Agreement: (a) Company may immediately cease providing Services hereunder; (b) any and all payment obligations of Customer under this Agreement will become due immediately; (c) within 30 days after such expiration or termination, each Party shall return all Confidential Information of the other party in its possession at the time of expiration or termination and shall not make or retain any copies of such Confidential Information except as required to comply with any applicable legal or accounting record keeping requirement.

8.5 Pre-Start-Date Termination

Customer may terminate the Agreement prior to the Effective Date provided that (i) such termination notice is in writing and given to the Company two weeks prior to the Effective Date indicated in the Insertion Order and (ii) Customer pays a 20% cancellation fee equal to 20% of the total contract value indicated in the Insertion Order.

8.6 Survival

Notwithstanding any provisions herein to the contrary, upon the termination of this Agreement for any reason whatsoever, the provisions of this Agreement which by their nature require some action or forbearance after such termination, including but not limited to those related to indemnities, warranties, confidentiality and payment terms, shall survive such termination and be binding until any actions, obligations and/or rights therein provided have been satisfied or released. The following provisions will survive any expiration or termination of the Agreement: Sections 2, 3, 4, 5, 6, 7, 8.3, 8.4, 8.5, and 9.

9. Miscellaneous Provisions

9.1 Force Majeure

Except for the obligation to pay money, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including act of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet, provided that the delayed party: (a) gives the other party prompt notice of such cause, and (b) uses its reasonable commercial efforts to correct promptly such failure or delay in performance.

9.2 Marketing

Customer acknowledges that Company may refer to Customer by trade name and trademark, and may briefly describe Customer's Business, in Company's marketing materials and web site. Customer hereby grants Company a license to use any Customer trade names and trademarks solely in connection with the rights granted to Company pursuant to this Section 9.2.

9.3 Government Regulations

Customer shall not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with this Agreement without first complying with all export control laws and regulations which may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction Customer operates or does business.

9.4 Non-Solicitation

During the period beginning on the Effective Date and ending on the third anniversary of the termination or expiration of any Services Agreement between Customer and Company, Customer shall not, and shall ensure that its affiliates do not, directly or indirectly, solicit or attempt to solicit for employment any persons employed by Company or involved with services rendered in any way during such period. This explicitly includes any freelancers, bloggers, social media influencers, and content creators related to the services rendered.

9.5 Governing Law; Dispute Resolution, Severability; Waiver

This Agreement is made under and will be governed by and construed in accordance with the laws of the State of Texas (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. Any dispute relating to the terms, interpretation or performance of this Agreement (other than claims for preliminary injunctive relief or other pre-judgment remedies) will be resolved at the request of either party through binding arbitration. Arbitration will be conducted in Travis County, Texas, under the rules and procedures of the American Arbitration Association ("AAA"). The parties will request that AAA appoint a single arbitrator. In the event any provision of this Agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement will remain in full force and effect. No waiver, modification or amendment of any of the terms, provisions or conditions herein shall be effective unless said waiver, modification or amendment shall be in writing and signed by authorized representatives of Company and Customer.

9.6 Assignment

Customer may not assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of Company. Any attempted assignment or delegation without such consent will be void. Company may assign this Agreement in whole or part. This Agreement shall be binding upon the Parties hereto and their respective heirs, successors or assigns and will bind and inure to the benefit of each party's successors and permitted assigns.

9.7 Notices

Any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with an overnight courier, sent by confirmed facsimile, or mailed by registered or certified mail, return receipt requested, postage prepaid, if to Company, to the address below, and if to Customer, to the address indicated the Insertion Order, or at such other address as may hereafter be furnished in writing by either party hereto to the other. Such notice will be deemed to have been given as of the date it is delivered, mailed or sent, whichever is earlier.

Address:
166 Hargraves Dr., Suite C-400-225
Austin, TX 78737

9.8 Campaign Guarantees

For Influencer campaigns with specific performance/reach/engagement guarantees ("Guarantees"): Customer expressly agrees that Guarantees specified in the Insertion Order are strictly adherent to Company recommendations and all guarantees are considered void if Customer does not move forward on working with Influencers suggested by Company. The date specified in the Insertion Order labeled "Approval Deadline" refers to the last date in which Customer is able to approve of the Influencers that have been provided. If Influencers are not approved by the Approval Deadline all campaign guarantees are void. "Identification Time" is the total time that Company spends on finding Influencers to provide to client. All campaigns will be allotted 10 hours per $25,000 that Customer spends. If Identification Hours are exceeded Customer may purchase additional time at a rate of $150/hour.

9.9 Relationship of Parties

Company and Customer are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between Company and Customer. Neither Company nor Customer will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent, except as otherwise expressly provided herein.

9.10 Entire Agreement; Counterparts

This Agreement, including all documents incorporated herein by reference, constitutes the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument.