Thank you for choosing Ascendyn, Inc. to advise and implement direct response strategies for your business. We are excited to work with you to create, manage, and optimize your direct response digital advertising campaigns. THIS AGREEMENT (the “Agreement”), is entered into on the date of the signed proposal, by and between Ascendyn, Inc. (“The Company”), with a mailing address of 44536 Melkesian Blvd., Indio, CA 92203, and;

The proposal signee, (the “Client”) (collectively, the “Parties”).

Client and The Company agree as follows:

1. The Services.

The Services can be divided into four categories:

(1) Direct Response Strategy

(2) Ad Copy & Creatives

(3) Sales Funnels

(4) Ad Management and Optimization

First, The Company and the Client will work together to strategize the best ways to market the Client. Examples include: Who is the targeted audience? What would be a valuable offer that can be promoted? Where do we want to target the audience, i.e., what ad platforms are best suited for the ad campaign? These strategies are a work in progress throughout the consulting agreement.

Second, The Company will write the ad copy and design the creatives for the Client.

Third, The Company will build Sales Funnels and landing pages for the Client’s offers.

Fourth, based on the Client’s needs, The Company will create, manage, and optimize one or more of the following types of digital advertisements: Search Ads, Social Media Ads, Native Article Ads, Native Display Ads, and Display Ads.

By deploying direct response strategies, The Company focuses on efficiency and constant improvement. The goal: to provide an immediate source of targeted traffic to the Client’s website, drive conversions, and contribute to revenue growth.

Digital advertising has the potential to put the Client’s brand in the following places: at the top of search results for queries relevant to your brand and audience; in your audience's social media feeds; on top news websites; and more.

As part of the setup services, The Company will create the Client’s necessary Ad Accounts (unless ones exist), set up multiple ad campaigns for testing, build sales funnels, and connect all necessary analytics.

This will be done by:

A.) The Company will create an ad account (Google, Facebook, etc.) on the Client’s behalf and link the Client’s credit card to the account so the Client can be charged for all advertising costs;

B.) The Company will create subdomains. These subdomains will be used to house the numerous sales funnels that will be created by The Company;

C.) The Company and Client will agree on a monthly advertising budget as well as other direct response strategies;

D.) The Company will build the necessary sales funnels;

E.) The Company will run competitor analytics;

F.) The Company will use analytics software to enhance advertising performance;

G.) The Company will set up tracking on the Client’s website so conversions are able to be calculated;

H.) The Company will write all of the advertising copy;

I.) The Company will build detailed targeted audiences for each Campaign;

J.) The Company will design the Client’s Ad Campaign with specificity in mind, including offers and cities.

As part of the monthly ongoing management services, The Company will manage the Client’s ad campaigns, which includes writing and optimizing advertisements, and building and optimizing sales funnels. The Company’s management also includes tweaking demographics targeting, time of day targeting, keywords targeting, bid size, etc., in order to increase the Client’s ad ranking. The Company will provide an analytics report to the Client once per month. The Company will provide up to access to a white-labeled data management software so the Client can see all of the campaign data at any given time.

2. Client Requirements.

Client agrees to provide the following items in the 15-day time-frame:

A.) Required client onboarding information. This will be done through a conference call with The Company;

B.) Access to advertising accounts with the Client’s credit card linked for the advertising costs (or, if The Company creates the ad account, the Client will link a credit card for advertising spend);

C.) Access to web hosting/domain settings (i.e. GoDaddy) and the back-end of the Client’s website (i.e. Wordpress or Squarespace) in order to create subdomains and add tracking codes;

D.) Access to the Client’s Google Analytics account and social media accounts (if applicable);

E.) The Client will provide The Company with any necessary marketing material and/or brand assets (logo, graphics, etc.)

3. Compensation and Payment.

A.) Set up Fee: For the Services described in Section 1A-J, the Client will pay to The Company the fees outlined in the signed proposal. Set up, as outlined in Section 1, can take varying lengths of time, but will usually take around 30 days (the first month of the retainer).

B.) Ongoing Management: For the Management Services described, the Client will pay to The Company the fees outlined in the signed proposal. If the Client desires to spend more than the allotted advertising spend under The Company’s management, then compensation will be renegotiated at that time. Payment will be due every 30 days and will be automatically deducted from the Client’s payment method on file each month.

C.) The following provision applies to the authorization of repeated credit or debit card authorizations, only:

Right to cancel:

The Client has the right to cancel this contract until midnight of the third (3rd) business day after it is signed and executed. Client may cancel this agreement by mailing a written notice to The Company before midnight of the third business day. Notice of cancellation sent after this deadline may be deemed invalid at the sole discretion of The Company.

4. Term.

This Agreement will commence on the effective date first set forth in the signed proposal and will continue for a minimum of six months (180 days), regardless of the Client’s delivery of content, unless otherwise terminated by The Company or Client or unless otherwise agreed to by The Company and the Client. After six months (180 days), the terms of this agreement continue on a month to month basis.

5. Termination.

This agreement may not be terminated prior to six months (180 days) after the date shown above by either party. In the event that the Client desires to terminate the Services hereunder, the Client must submit a written request to The Company at least thirty (30) days prior to the desired date of termination. Written requests to terminate may be made by mail or e-mail. If Client chooses to terminate this agreement in writing, all monies owed to The Company will be due immediately and will be automatically charged to the Client’s payment method on file. Under no circumstances will The Company give refunds of the amount paid for the Services hereunder.

6. Ownership of Materials.

The Company shall retain the creative rights to all original materials, data and similar items, produced by The Company hereunder in connection with the Services under this agreement. All services and software used by The Company shall at all times be the sole property of The Company and under no circumstances shall the Client have any interest in or rights to the title to such materials, or software.

7. Proprietary Information and Use of Materials.

A.) Except as provided elsewhere in this Agreement, all information disclosed by one Party to the other Party, shall be deemed to be confidential and proprietary (“Proprietary Information”). Such Proprietary Information includes, without limitation, information regarding marketing, sales programs, sales volume, sales conversion rates, sales methods and processes, sales proposals, products, services, vendors, customer lists, training manuals, sales scripts, telemarketing scripts, names of investors, and customer information, operating procedures, pricing policies, strategic plans, intellectual property, information about a Party’s employees and other confidential or Proprietary Information belonging to or related to a Party’s affairs. The receiving Party acknowledges and agrees that in any proceeding to enforce this Agreement it will be presumed that the Proprietary Information constitutes protectable trade secrets, and that the receiving Party will bear the burden of proving that any portion of the Proprietary Information was publicly or rightfully known and disclosed by the receiving Party. The Parties, their employees, subsidiaries, affiliates, agents, and assigns agree to hold all Proprietary Information, regardless of when or how disclosed, in strict confidence and with not less than the same degree of care that they provide for their own confidential and proprietary information. The Parties warrant and represent that the degree of care contemplated herein is adequate and the Parties will take any and all steps reasonably necessary to preserve such Proprietary Information.

B.) Nothing in this Agreement shall prohibit or limit the receiving Party’s use of information that can be demonstrated as: (a) previously known to the receiving Party, (b) independently developed by the receiving Party, (c) acquired from a third party not under similar nondisclosure obligations to the disclosing Party, or (d) acquired through the public domain through no breach by the receiving Party of this Agreement.

C.) License. Client grants The Company a limited, nontransferable, nonexclusive license to copy, use, store, set up, publicly display, publicly perform and transmit any trade names, trademarks, service marks, copyrights, content, text, images, software, functionality, page and other design and layout, media and other materials therein and solely in connection with creation of the Campaign and direct response marketing in accordance with this Agreement. Other than as specifically provided herein, the Parties, their employees, subsidiaries, affiliates, agents and assigns, shall make no disclosure of any Proprietary Information without the express written consent of the other Party. In addition, neither Party shall use the Proprietary Information for any purpose other than purposes related to their business relationship as laid out in this Agreement. In the event that the receiving Party is required by applicable law, rule, regulation or lawful order or ruling of any court, government agency or regulatory commission to disclose any Proprietary Information, the receiving Party understands that the disclosing Party may desire to seek an appropriate protective order or take steps to protect the confidentiality of such Proprietary Information. Consequently, the receiving Party agrees that it will provide the disclosing Party with prompt notice of such request(s).

D.) Portfolio Release. Client agrees that The Company has the right to use materials created pursuant to this Agreement for The Company’s portfolio, samples, self-promotion including advertising for The Company’s business including without limitation Facebook or any other social media platform. In the event Client wishes to exclude some specific materials from the release under this paragraph, or to limit the time period of such release, The Company and Client may agree in writing to such limitation.

E.) Remedies. The Parties acknowledge that the Proprietary Information exchanged is valuable and unique and that disclosure in breach of this Agreement will result in irreparable injury to the adversely affected Party, for which monetary damages, on their own, would be inadequate. Accordingly, the Parties agree the adversely affected Party shall have the right to seek an immediate injunction enjoining any such breach or threatened breach of the Agreement.

8. Additional Services.

All services outside the scope of this Agreement that are requested by the Client and which The Company agrees to perform will be billed at a rate of $200 per hour or the price of which is agreed upon. Client will be notified and must approve in writing (email is sufficient) additional services before they will be performed. Client will also be given the opportunity to purchase additional services at package rates, when deemed appropriate by The Company.

9. Limitation of Liability.

The Company shall not be liable for any incidental, consequential, indirect or special damages, or for any loss of profits or business interruptions caused or alleged to have been caused by the performance or nonperformance of the Services. Client agrees that, in the event that The Company is determined to be liable for any such loss, Client's sole remedy against The Company is limited to a refund of payments made by Client for said Services, less expenses paid to subcontractors or to third parties. The Company is not responsible for errors which result from faulty or incomplete information supplied to The Company by Client. Client also agrees to not seek damages in excess of the contractually agreed upon limitations directly or indirectly through suits by or against other parties. The Company shall not be liable to Client for any costs, damages or delays due to causes beyond its control, expressly including without limitation, unknown site characteristics; changes in policies, changes in terms of services. 10. Handling of Disputes.

The Parties agree that any dispute regarding this Agreement, and any claim made by Client for return of monies paid to The Company, shall be handled in accordance with applicable State and Federal laws. Specifically, if Client cancels credit card payments after the three day cancellation period permitted by law and outlined in this Agreement, this Agreement is immediately terminated, and The Company reserves the right to dispute such cancellation and pursue Client for monies owed to The Company for services already performed but unpaid by Client due to such credit card cancellation. Client agrees that, regardless of whether Client is ultimately successful in any credit card cancellation dispute, it is liable to pay The Company for the work already performed as of the time of the cancellation request, at an hourly rate of $200 per hour for all hours spent on Client’s project. The Company will provide Client with an itemization of hours spent within a reasonable time upon the request of the Client and payment will be expected in full within 30 days from the date such itemization is provided. If Client does not pay for such hourly work upon The Company’s demand and within 30 days, The Company reserves the right to initiate an action in court for breach of contract, regardless of the previous outcome of any credit card cancellation dispute. Additionally, if The Company is successful in any credit card cancellation dispute, The Company reserves the right to pursue Client for the costs The Company had incurred in disputing or defending such credit card cancellation, including but not limited to the lost business profits in the form of time The Company and its representatives spent handling such dispute, at The Company’s hourly rate of $200.

11. No Guarantee.

The Company does not guarantee any specific level of performance or results. Example of results obtained for other clients of The Company may be used as a marketing tool and shown to Client for demonstrative purposes only and should not be construed by Client as indicating any promised results or level of results.

12. Communications.

Client agrees the communication is to be via email and phone. The email address to use is [email protected]. If the Client wishes to speak on the phone, the Client should send an email to The Company stating that you would like to schedule a phone call and The Company will work with the Client to arrange a time. The Company’s office hours are Monday through Friday 9am - 6pm PST. The Company typically responds to email within 24-48 hours excluding weekends and standard public holidays.

13. Entire Agreement.

This Agreement is the final, complete, and exclusive Agreement of the Parties. No modification of or amendment to this Agreement shall be effective unless in writing and signed by each of the Parties.

14. Severability.

If any provision of this Agreement shall be held to be illegal, invalid, or unenforceable, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, the remaining provisions of this Agreement shall remain in full force and effect.

15. Headings.

The headings used in this Agreement are for convenience only and shall not be used to limit or construe the contents of this Agreement.

16. Interpretation and Enforcement.

The parties understand and agree that the construction and interpretation of this Agreement is governed by the laws of the State of California. In the event that either party must initiate legal action to enforce this Agreement, the Parties agree that the proper venue for such action shall be the courts of the State of California. By signing the proposal, the parties hereby understand and agree to all terms and conditions of this Agreement.