SERVICES AGREEMENT

This Services Agreement (this "Agreement"), dated as of

(the "Effective Date"), is by and between:

SocialBeanCreatives Inc. o/a Social Bean Creatives, a corporation duly incorporated in the Province of British Columbia, Canada, with an address of 14532 32 avenue Surrey, BC, V4P 2J6

("SOCIAL BEAN"),AND , a corporation/an individual located in the State/Province of, with an address of

("CLIENT"), (each a “Party” and together, the “Parties”).

RECITALS

SOCIAL BEAN is a digital marketing agency based in Surrey, British Columbia that provides services including content production, creative strategy, brand management, marketing, public relations, email marketing, and social media management. CLIENT desires to retain SOCIAL BEAN to provide the Services (as defined herein); and SOCIAL BEAN is willing to perform such Services under the terms and conditions hereinafter set forth.

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

Services. SOCIAL BEAN shall provide to CLIENT the services as particularized in the Statement of Work attached as Schedule A (the "Services"), in accordance with the terms and subject to the conditions set forth in this Agreement. SOCIAL BEAN does not agree to provide any additional services to CLIENT that are not expressly stated in the Statement of Work.Client Obligations. The CLIENT represents and warrants that:

It is authorized to enter into this Agreement and does not have and will not have any conflicting obligations to or with a third party. It will provide such access to CLIENT’S systems and accounts as may reasonably be requested by SOCIAL BEAN, for the purpose of performing the Services. It will provide to SOCIAL BEAN in a timely manner all instructions, approvals, documents, information, files, designs, images, audio, audiovisual materials, logos, trademarks, and written content as SOCIAL BEAN may request, as needed to deliver the Services (the “CLIENT Materials”).CLIENT shall obtain all necessary authorizations and licenses to use the CLIENT Materials and no CLIENT Materials will infringe on any rights of a third party.

Social Bean Obligations. SOCIAL BEAN represents and warrants that:

It is authorized to enter into this Agreement and does not have and will not have any conflicting obligations to or with a third party.

It will not tamper with CLIENT’S social media accounts, make any unauthorized posts on CLIENT’S social media accounts, view CLIENT’S personal messages, or view or contact CLIENT’S contacts as found on their social media accounts.It will perform the Services in a professional manner and in accordance with reasonable industry standards.

Approvals.

Once the subscription has been paid, SOCIAL BEAN shall make the Services available to CLIENT for CLIENT’S reasonable approval. CLIENT shall have 24 hours (the “Approval Period”) to provide its reasonable approval of the Services. The Services may only be rejected for materially failing to conform to the specifications as outlined in the Statement of Work. CLIENT shall not unreasonably withhold its approval. If CLIENT does not accept or reject the Services during the Approval Period, the Services are deemed to be accepted. Upon rejecting the Services, CLIENT may thereafter request one (1) round of reasonable revisions to the Services. Any revisions requested outside the Approval Period shall be considered an additional service, and SOCIAL BEAN shall send to CLIENT an invoice to deliver such additional services and shall only deliver such additional services upon written acceptance of both Parties.

Changes

Client may make any changes to their templates and/or videos at any time. Client must inform SOCIAL BEAN via email or Notion comments and give 24/hours during working hours to reflect changes.

Delays

SOCIAL BEAN is not responsible or liable for any late delivery or delay or failure of performance caused in whole or in part by CLIENT’S delay in performing, or failure to perform, any of its obligations under this Agreement. In the event of any such delay or failure, SOCIAL BEAN may, by written notice to CLIENT, extend the delivery deadline as SOCIAL BEAN deems reasonably necessary. The foregoing is in addition to, and not in lieu of, all other rights and remedies SOCIAL BEAN may have for any such failure or delay by CLIENT.

Fees and Payments

In consideration for the Services, the CLIENT shall pay to SOCIAL BEAN the monthly recurring fee as particularized in the Statement of Work (the "Fee"), plus all relevant and applicable taxes. The CLIENT hereby authorizes SOCIAL BEAN to charge the Fee to CLIENT’S credit card as provided by CLIENT to SOCIAL BEAN. The Fee shall automatically recur monthly from the Effective Date and shall continue until this Agreement is terminated. All Fees paid by CLIENT to SOCIAL BEAN pursuant to this Agreement are final, and nothing in this Agreement shall entitle CLIENT to a refund.

Term

This Agreement shall commence as of the Effective Date and shall continue until terminated pursuant to this Agreement (the "Term").Termination. Either Party may terminate this Agreement by providing the other Party written notice. Upon Termination, CLIENT shall pay to SOCIAL BEAN the remainder of the Fee: (i) for the remainder of the month, if CLIENT is on a monthly subscription, or (ii) for the remainder of the three months, if CLIENT is on a three-month subscription, as particularized in Schedule A.

Intellectual Property.

a) CLIENT understands and agrees that all intellectual property belonging to SOCIAL BEAN, including all copyrights, trademarks, service marks, trade secrets, contract rights, patents, industrial designs, moral rights, or any registrations or applications of SOCIAL BEAN, existing before or after the Effective Date, including any partial, ancillary, or derivative works or spinoffs (“Intellectual Property”), less any CLIENT Materials, are the sole property of SOCIAL BEAN and are protected in all forms by international and local laws or regulations.

b) In the course of delivering the Services, SOCIAL BEAN may provide CLIENT Intellectual Property as needed to deliver the Services, including proprietary materials, documents, and templates. Nothing in this Agreement shall give CLIENT the right or otherwise entitle CLIENT to use, reproduce, exploit, or sell any of SOCIAL BEAN’S Intellectual Property other than as expressly provided for in this Agreement.

c) SOCIAL BEAN understands and agrees that all copyrights, trademarks, service marks, trade secrets, contract rights, patents, industrial designs, or any registrations or applications of CLIENT existing before or after the Effective Date, including any partial, ancillary, or derivative works or spinoffs of CLIENT and including all rights contained in the CLIENT Materials, less any Intellectual Property belonging to SOCIAL BEAN or a third party, shall be the sole and exclusive property of the CLIENT.

d) CLIENT hereby grants to SOCIAL BEAN a license to use and publish the intellectual property and products and results of the Services for organic usage on SOCIAL BEAN’S website and social media channels, including to showcase the Services in SOCIAL BEAN’S portfolio as evidence of past work; and CLIENT authorizes SOCIAL BEAN to use its tradenames, trademarks, image, and likeness in association with such use.

Confidential Information.

The Parties acknowledge that, by reason of their engagement with the other Party, they will have access to trade secrets, proprietary information, data, intellectual property, product information, customer information, supplier information, financial information, marketing information, and/or business plans of the other Party (“Confidential Information”), that the other Party has spent time, effort, and money to develop and acquire. The Parties acknowledge that the Confidential Information of the other Party is a valuable and unique asset of the other Party and that the Confidential Information is and will remain the exclusive property of that Party. The Parties agree to maintain securely and hold in strict confidence all Confidential Information received, acquired, or developed by it or disclosed to it either directly, in oral or tangible form, or indirectly, by the other Party.

Independent Contractor.

SOCIAL BEAN is for all purposes hereunder an independent contractor. Nothing contained in this Agreement shall be deemed or construed to create an employment relationship or any partnership, joint venture, or other business association between the Parties.

Non-Solicitation

The Parties agree that during the Term and for two (2) years thereafter, neither Party shall, either directly or indirectly, on that Party’s behalf or on behalf of any other person, firm or business identity, attempt or succeed to recruit, solicit, or persuade any person who is an employee, agent, service provider, or client of the other Party, to terminate their contract with the other Party, or to do business with the soliciting Party, or to become a client, employee, agent, or service provider of the soliciting Party.

Brand Reputation

CLIENT agrees not to engage in any public behavior reasonably seen, heard, or viewed by SOCIAL BEAN or SOCIAL BEAN’S viewers, subscribers, clients, potential clients, or broader network, that would, in SOCIAL BEAN’S reasonable and sole opinion, tarnish, damage, denigrate, and/or disparage SOCIAL BEAN’S reputation or brand or would materially harm the business activities of SOCIAL BEAN or otherwise bring SOCIAL BEAN’S reputation, brand, products, or services into disrepute.

No Warranty.

SOCIAL BEAN MAKES NO WARRANTIES, REPRESENTATIONS, OR GUARANTEES REGARDING THE SERVICES. THE SERVICES OFFERED BY SOCIAL BEAN ARE PROVIDED "AS IS" AND SOCIAL BEAN HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SOCIAL BEAN MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR’S OR ANY OTHER PERSON'S REQUIREMENTS OR EXPECTATIONS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, OR BE SECURE, ACCURATE, COMPLETE, FREE FROM HARM, OR ERROR FREE.

Limitation of Liability

IN NO EVENT WILL SOCIAL BEAN BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, CLIENT MATERIALS, OR THE ACTIONS OR OMISSIONS OF SOCIAL BEAN UNDER ANY LEGAL OR EQUITABLE THEORY OR JURISDICTION. IN NO EVENT WILL SOCIAL BEAN’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY OR JURISDICTION EXCEED THE TOTAL FEES PAID TO SOCIAL BEAN UNDER THIS AGREEMENT.

Release

CLIENT HEREBY RELEASES, WAIVES, AND DISCHARGES SOCIAL BEAN FROM ALL LIABILITY, IN LAW OR IN EQUITY, FOR ANY AND ALL LOSS OR DAMAGE TO PERSON OR PROPERTY, AND ANY CLAIMS FOR DAMAGES RESULTING THEREFROM, ON ACCOUNT OF INJURY TO CLIENT, CLIENT’S BUSINESS, OR ANY CLIENT STAFF OR PROPERTY, WHETHER CAUSED BY BREACH OF CONTRACT, NEGLIGENCE, GROSS NEGLIGENCE, RECKLESSNESS, OR WILFUL MISCONDUCT OR OMISSIONS OF SOCIAL BEAN, OR OTHERWISE, IN ANY MANNER WHATSOEVER, RESULTING FROM OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, OR THE CLIENT MATERIALS.

Indemnification

To the maximum extent permitted by applicable law, CLIENT agrees to defend, indemnify, and hold harmless SOCIAL BEAN, its subsidiaries, affiliates, and their respective directors, officers, employees, agents, clients, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to CLIENT’S breach of the Agreement, the CLIENT Materials, or CLIENT’S use of the Services.

Mailing List & CASL Compliance

By entering into this Agreement, you acknowledge and agree that you provide SOCIAL BEAN express consent to send you any Commercial Electronic Message or other communications or notifications, including for commercial and other promotional purposes; and you agree to be added to SOCIAL BEAN’S mail list until and when you provide us written notice that you wish to unsubscribe.

Notices.

All notices or other communications required or permitted to be given under this Agreement shall be sent via email to the contact information as particularized in the Statement of Work.

Force Majeure.

If either Party is prevented from performing its duties hereunder by reason of any cause beyond either Party’s reasonable control then each Party’s affected obligations hereunder shall be suspended for the duration of such force majeure event, and such non-performance shall not be deemed to be a breach of this Agreement.

Jurisdiction.

CLIENT understands and agrees that the Services are offered, rendered, and delivered in the Province of British Columbia, Canada, regardless of where CLIENT resides. This Agreement is governed by the laws of British Columbia and Canada, as applicable. Those Courts shall have exclusive jurisdiction to entertain any action arising under this Agreement or with respect to the subject matter of this Agreement and the Parties hereby irrevocably agree to attorn to the jurisdiction of those Courts.

Waiver.

No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving.

Assignment.

Neither Party may assign or transfer this Agreement and its rights and obligations hereunder to a third party without the prior written consent of the other Party.

Entire Agreement.

This Agreement, including Schedule A, represents the entire agreement between the Parties and the provisions of this Agreement shall supersede all prior oral and written commitments, contracts, and understandings with respect to the subject matter of this Agreement.

Severability.

In the event that any provision of this Agreement is determined to be invalid by a court, tribunal, or regulatory body of competent jurisdiction, such provision shall be severed to the minimum extent necessary, without affecting the survival or validity of the remainder of the provision or this Agreement.

Independent Legal Advice.

Each Party acknowledges to the other they had the opportunity to obtain independent legal advice before executing this Agreement and that by executing this Agreement, they represent that they did obtain independent legal advice or have freely chosen not to obtain such advice.