SERVICE AGREEMENT In consideration of the mutual covenants and agreements herein contained, the Parties hereby agree as follows: 1. AGREEMENT The Client hereby contracts Client Verge to provide digital marketing services (“the Services”). 2. TERM 2.1 The Parties agree that the Agreement shall be valid for a period of six (6) months from the date of execution of this Agreement. (“the Term”). 2.2 Upon the expiry of the Term, this Agreement may be renewed for such a period as may be mutually agreed between the Parties. 3. PAYMENT AND FEES 3.1 The Parties hereby agree that Client Verge shall provide the Services to the Client at the contract price payable in monthly installments. The Client shall pay the deposit fee on or before the date of execution of this Agreement. 3.2 It is further agreed that all invoices issued by Client Verge shall be paid by the Client within seven (7) days. 3.3 In the event that the Client terminates /cancels this Agreement for any other reason other than a material breach by Client Verge, the Client shall pay Client Verge a cancellation fee being 50% of the total monthly installments unpaid for the remainder of the Term. 3.4 Client Verge will invoice the Client the Fees (and applicable taxes) on a monthly basis (collectively, "Monthly Fees"). 3.5 Client shall pay all invoices for Monthly Fees within 7 days of the invoice date. The client is subject to pay a finance charge on any overdue payment on invoiced Fees and Taxes of 25% per annum for each month or portion of a month that the payment is overdue. In addition to the finance charge, the Customer shall also bear all of Client Verge's costs of collection of overdue invoices, including reasonable attorneys' fees (collectively, "Late Payment Charges"). Unless otherwise provided elsewhere in this Agreement, all payments made by the Client will be non-refundable. 4. TERMINATION 4.1 The Parties agree that either party may terminate this Agreement at any time, without cause, upon thirty (30) days advance written notice. 4.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if: a) the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than fourteen (14) days after being notified to make such payment; b) the other party commits a material breach of any term of this Agreement which breach is irremediable or if such breach is remediable fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so; c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts. 4.3 This Agreement shall stand terminated upon the expiry of the Term unless parties mutually agree in writing to renew the Agreement. 5. CONFIDENTIALITY 5.1 All terms and conditions of this Agreement (and any confidential information provided by the Client to Client Verge or vice versa) during the term of the Agreement must be kept confidential unless the disclosure is required pursuant to the process of law. 5.2 Disclosing or using this information for any purpose beyond the scope of this Agreement (or beyond the exceptions set forth above) is expressly forbidden without the prior consent of the Parties. 5.3 The Parties’ obligation to maintain confidentiality will survive termination of this Agreement and remain in effect indefinitely. 6. RELATIONSHIP BETWEEN PARTIES 6.1 Hereby, the Parties agree that Client Verge in this Agreement is an independent contractor, as he/she/it provides the Services hereunder and acts as an independent contractor. 6.2 This Agreement does not create any partnership between the Parties. 7. OWNERSHIP The Parties agree that any digital property created by Client Verge shall remain the exclusive property of Client Verge until such a time when the Client shall fully execute its obligations under this Agreement. 8. INTELLECTUAL PROPERTY It is hereby agreed that any intellectual property developed by Client Verge in respect to the Services will remain the sole property of Client Verge, including (but not limited to) copyrights, patents, trade secret rights, and other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, works of authorship, Confidential Information, or trade secrets. 9. LIMITATION OF LIABILITY Under no circumstances will Client Verge be liable for any indirect, special, consequential, or punitive damages (including lost profits) arising out of or relating to this Agreement or the transactions it contemplates (including breach of contract, tort, negligence, or another form of action)—if said damage is the direct result of one of the Client’s negligence or breach. 10. INDEMNITY The Client shall indemnify and keep indemnified Client Verge from and against any and all loss, damage or liability whether criminal or civil suffered and legal fees and costs incurred by Client Verge in the course of offering the Services and resulting from: (a) any act, neglect, or default of the Client or its agents, employees, licensees, or customers. (b) the proven infringement of the intellectual property rights of any third party. (c) any successful claim by any third party alleging libel or slander in respect of any matter arising from the offering of the Services. provided that such liability has not been incurred through any default by Client Verge in relation to its obligations under this Agreement 11. AMENDMENTS 11.1 The Parties agree that any amendments made to this Agreement must be made in writing and signed by both Parties to this Agreement. 11.2 As such, any amendments made by the Parties will be applied to this Agreement. 12. ASSIGNMENT The Parties hereby agree not to assign any of the responsibilities in this Agreement to a third party unless consented by both Parties in writing. 12b. APPOINTMENT AND SERVICE UTILIZATION 12.1 If a client misses an appointment they have scheduled and fails to provide at least a 30-minute notice of their absence or the need to reschedule, the missed appointment will be considered as completed, and it will be deducted from the client's plan's appointment credit. 12.2 If a client exhausts all their appointment credits for the month, they will be required to wait until the next month for their appointment credits to be renewed. Alternatively, they may choose to pay a fee of $65 per scheduled appointment in excess of their allotted credits. 12.3 All services provided under the client's chosen plan must be utilized within the given pay period of that plan. Any unused features or services at the end of the pay period will be void and will not carry over to the next period. 13. DISPUTE RESOLUTION 13.1 Save as may be otherwise provided herein all questions in a dispute arising between the parties hereto and all claims or matters in such dispute not otherwise mutually settled between the parties through negotiation or mutual understanding of Parties shall be referred to arbitration pursuant to the applicable arbitral laws of the Province of Ontario. 13.2 To the extent permissible by law the determination of the Arbitral Tribunal shall be final and binding upon the Parties. 14. SEVERABILITY In an event when any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, the remaining provisions will still be enforced, in accordance with the Parties’ intention. 15. COSTS Each party will pay its own costs incurred in the preparation and implementation of all matters contemplated by this Agreement. 16. COUNTERPARTS 16.1 This agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. 16.2 Transmission of an executed counterpart of this agreement OR the executed signature page of a counterpart of this agreement by (a) fax or (b) email (in PDF, JPEG, or other agreed format) shall take effect as delivery of an executed counterpart of this agreement. If either method of delivery is adopted, without prejudice to the validity of the agreement thus made, each party shall provide the others with the original of such counterpart as soon as reasonably possible thereafter. 16.3 No counterpart shall be effective until each party has executed and delivered at least one counterpart. 17. GOVERNING LAW This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Province of Ontario. 18. 19. MONEY-BACK GUARANTEE 19.1 The Parties acknowledge the existence of a 6-month money-back guarantee as detailed on the Client Verge website (https://www.clientverge.com/our-guarantee/). This guarantee becomes effective only after the initial 6-month term of this Agreement has been successfully completed and signed by both Parties. 19.2 To be eligible for this guarantee, the end client must provide full transparency and access to the revenue and online analytics of the online web property during the entire 6-month term. Failure to do so will result in the end client being deemed ineligible for the money-back guarantee. 19.3 Furthermore, any actions taken outside the scope of Client Verge's agreed-upon digital marketing services that negatively impact the progress of Client Verge's marketing efforts will also render the end client ineligible for the money-back guarantee. ENTIRE AGREEMENT This Agreement contains the entire agreement and understanding among the Parties hereto, with respect to the subject matter hereof. It supersedes all prior agreements, understandings, inducements, and conditions (express, implied, oral, written, or of any nature whatsoever with respect to the subject matter hereof). The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.