TrueSourceCreative.com © and DeebaHargis.com ©

This AGREEMENT (the “Agreement”) is made and entered into between TrueSource Creative, ℅ 2021 Gayle Way, Carlsbad, California, (“Contractor”), its agents, representatives, successors, and assignees, and (“Client”), its agents, representatives, successors and assignees, joint and severally.

DEFINITIONS:

PROJECTS shall mean units of work defined and authorized by Client and subsequent services performed by Contractor.

NOW, THEREFORE, it is agreed as follows:

Contractor to provide services to Client as set forth in “Table A” of the Project page. Client understands that “Table A” represents an estimate of Project costs. Services not shown in ‘Table A’ are not covered under this agreement. Any additional hours and services beyond those set forth in ‘Table A,’ will be billed by

Contractor and paid by Client (see Contractor’s rate sheet).

CONDITIONS. Standard rates are based on standard hours of service from 8:00 AM to 7:00 PM Monday through Friday. Emergency rates apply after 7:00 PM weekdays, all day Sundays or on Federally observed holidays. The emergency rate is one and one-half times the standard rate after hours on weekdays and double the standard rate on Sundays all day or on Federally observed holidays.

The Client will be able to access and view the Project outlined in Exhibit ‘A’ during its construction, as long as services are paid for according to the terms and conditions setforth herein. In the event that Client fails to pay for services as outlined above, Contractor has the right to terminate or suspend Client’s access and viewing of the demonstrated project until Client’s account becomes current.

PERFORMANCE OF SERVICES. The agreement type is designated as annual and renewable. Contractor shall determine the manner in which the Services are to be performed.

NEW PROJECT APPROVAL. Contractor and Client recognize that Contractor’s Services will include working on various projects for Client. New projects will be submitted on a ‘New Project Form’ (also known as a Statement of

Work’ Form) for Client’s approval. This may come in the form of an email notice and/or will be available by other electronic means as determined by Contractor. Contractor shall obtain the approval of Client prior to the commencement of a new Project via electronic or written means. If Client makes a request for Contractor to perform work on a new Project this does not guarantee acceptance of the new Project by Contractor. Instead, at Contractor’s sole discretion Contractor reserves the right to decline requests by Client for Contractor to perform work on new additional Projects.

CHANGE ORDER/ADD-ON WORK. Generally speaking, changes (known as a ‘Change Order’) or ‘Add-on’ to the originally agreed upon Project outlined in Exhibit ‘A,’ will mean an increase to the overall cost of the Project. If Client submits Change Orders or Add-on requests to Projects previously authorized by Client, by submitting the Change Order or Add-on, Client is also authorizing the Contractor to implement the Change Order or Add-on unless otherwise noted in the request.

If Client is concerned about the overall cost of the Project(s), at the time the Change Order or Add-on is placed which must be in writing, Client at his or her sole discretion, can require Contractor to do the following provided that the Client’s Change Order or Add-on request notes the requirements,

1) provide an invoice of balance due to date

2) prepare an estimate of services requested in the Change Order, outlining any impact the Change Order might have to the overall cost of the Project.

3) defer all services until such time that Client authorizes Contractor to recommence work of the project.

If Client makes a request for Contractor to perform work for a Change Order or Add-on request, this does not guarantee acceptance of the Change Order or Add-on request by Contractor. Instead, at Contractor’s sole discretion

Contractor reserves the right to decline requests by Client for Contractor to perform Change Order or Add-ons. At Contractor’s sole discretion, Contractor may choose to accept verbal Change Order or Add-on requests from the

Client. Contractor is not responsible for the accuracy of the interpretation or implementation of the verbal Change Order or Add-on or the cost associated to correct misinterpretations associated with implementing the verbal

Change Order or Add-on requests.

PAYMENTS, DEPOSITS & AUTHORIZATIONS Contractor to provide services to Client as set forth in ‘Table A.’

Estimated rate for these services, also set forth below in ‘Table A,’ will be charged by the Contractor and paid by the Client. A minimum retainer deposit equal to half the estimated cost of products and labor is due payable on date contract is executed ((“Due Date”). Subsequently, Contractor will provide Client with invoices on a regular basis).

Client must maintain a reserve deposit amount at all times. Contractor will not carry balances for Client. Financing is available for qualified Clients, contact Contractor in advance for details.

Client agrees to maintain valid contact information including valid phone numbers, addresses, email addresses, and a valid credit card on file at all times. For rush projects, Contractor will require frequent payments (example, weekly payments) in order to maintain the reserve deposit amount.

Client agrees to insure that a reserve deposit is maintained at all times. Client acknowledges and authorizes Contractor to debit Client’s credit card on file accordingly in pursuit of maintaining a reserve deposit amount.

Contractor will provide Client with invoices on a regular basis (via email, USPS, and/or via Contractor’s Portal).

Client agrees to pay full amount invoiced within seven (7) days of receipt of invoice. If full amount is not paid when due, Client agrees to pay the remaining balance in full plus interest within fifteen (15) days from Due Date. After the fifteenth day, Client understands that Contractor reserves the right at Contractor’s discretion to 1) transfer the amount invoiced from Client’s checking account (see ‘Section B,’ payment form) using an electronic check-free system or 2) charge Client’s credit card account the amount invoiced (see ‘Section B,’ payment form) as needed or once a month on a date designated by the Contractor. Interest on any outstanding balance shall accrue from the Due Date at rate equal to the lesser of nineteen (19%) per annum or the highest lawful rate. After payment of the initial deposit, Contractor requires that a 10% retainer be maintained throughout the project. At Contractor’s sole discretion, this retainer requirement may be increased or waived.

Table A: Services and Estimated Costs (per Table ‘A’ and Exhibit ‘A’)

Client is further advised of additional costs for initiating a website (if applicable) general estimated at $12-20 a year for license of domain name (with domain name registrar), estimated $0-50 initial website hosting set-up fee and subsequent monthly fee of approximately $10-60 (e.g, basic hosting, VPN private server, etc.) with Contractor’s preferred providers), credit card merchant account fees, unless Client already secured a domain name and web hosting, etc.

These charges will be billed separately by third party companies.

**Client understands that ‘Table A’ represents an estimate of Project costs. Services not shown in ‘Table A’ are not covered under this agreement. Any additional hours and services beyond those set forth in ‘Table A,’ will be billed by Contractor and paid by Client (see Contractor’s rate sheet).

TERMINATION. This Agreement shall be effective for a period of one year and shall automatically renew for successive terms of the same duration, unless either party provides 30 days written notice to the other party prior to the termination of the applicable initial term or renewal term. Either party may terminate this agreement by providing 30 days written notice.

NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in the United States mail, postage prepaid as follows:

For Client:

Per Client Provided Information

If for Contractor:

TrueSource Creative

℅ 2021 Gayle Way

Carlsbad, California

Such address may be changed from time to time by either party by providing written notice to the other in the manner set forth above.

DATA MANAGEMENT. Client fully understands that backing up Client’s data on Client’s information system on a daily basis, is a normal and recommended business practice and the responsibility of Client. Therefore, Client agrees to hold harmless and indemnify Contractor for lost or damaged data, or damage that may occur to the existing information system.

FORCE MAJEURE. Whenever a period of time is prescribed herein for action to be taken by either Party (other than for the payment of money), such Party shall not be responsible for any delay due to strikes, riots, acts of God, shortages of labor or materials, staff turnover, problems with third-party applications or services, war, governmental laws, regulations, or restrictions, or any other causes of any kind whatsoever beyond the control of such Party.

ENTIRE AGREEMENT. This agreement contains the entire agreement of the Parties No other agreement, statement or promise made on or before the last date of execution of this agreement will be binding on the Parties.

AMENDMENT/BINDING EFFECT. This Agreement may be modified or amended if the amendment is made in writing and posted here. Client is advised to check back at regular intervals by going to https://www.truesourcecreative.com/psa/ for updates. No provision of this agreement shall be deemed to have been waived by either party unless such waiver is in writing signed by the waiving party, and no custom or practice that may evolve between the parties in the administration of the terms hereof shall waive or diminish the right of either party to insist upon performance by the other in strict accordance with the terms hereof. Time is of the essence for all provisions under this agreement. The terms and conditions contained in this agreement shall inure to the benefit of and be binding upon the parties hereto, and upon their respective successors in interest and legal representatives, except as otherwise herein expressly provided. This agreement is for the sole benefit of Contractor and Client, no third party shall be deemed a third party beneficiary hereof.

SEVERABILITY. If any provision of this agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

LIABILITY AND HOLD HARMLESS AGREEMENT. From time to time Client will provide Contractor with images, text content, logos and other project specific materials, which may or may not be protected under trademark and copyright laws (hereafter collectively referred to as “the materials”). In doing so, Client warrants that the legal owners of the materials have granted full rights and license to utilize the materials to Client and its agents including Contractor. Contractor agrees to only use the materials for projects authorized by the Client. If the Client uses the materials for projects authorized by the Client and a third party takes legal action against Contractor as a result, or arising from Contractor’s use of the materials, Client agrees to pay all costs, expenses and attorneys’ fees of the Contractor in such action, as and when billed, and to indemnify and hold Contractor harmless from all costs, expenses, attorneys’ fees or damages that may be incurred by Contractor as a result of any such action or proceeding.

OWNERSHIP. Contractor will perform services to complete Projects authorized by Client. From time to time, Contractor will provide Client with access, demonstration and viewing of the Projects during different phases of the Projects through completion of the Projects. Client understands that Client does not own the Projects in whole or in part until the Client has paid Contractor’s costs in full for the Projects in accordance with this Agreement as outlined herein. Should Client fail to pay for Contractor’s services, or if Client’s account become overdue, access, demonstration and viewing of the Projects may be suspended until such time that Client’s account is determined to be in good standing. With the Client’s account in good standing, the work performed (work for hire) by Contractor under this agreement becomes the sole property of the Client and may be trademarked or copyrighted as such by the Client. In addition, Client may transfer ownership to other third party entities at Client’s sole discretion. Except when Contractor desires to use Contractor’s own proprietary source code for Client’s Projects to save time and reduce costs. Both parties agree that prior to using proprietary source code, Contractor must 1) disclose his/her desire to use proprietary source code 2) get prior approval from the Client 3) abstain from using proprietary source code for Projects unless the above conditions are met. The term and conditions for use of Contractor’s proprietary source code shall be address in a separate Agreement such as an end user licensing agreement or similar instrument.

EXCLUSIVE REMEDY. Client agrees that Contractor’s entire liability, and client’s exclusive remedy, in law, in equity, or otherwise, with respect to any services provided by Contractor under this agreement and/or for any breach of this agreement shall be limited solely to the amount that Client paid for such services during the term of this agreement. In no event shall Contractor, its agents or employees (including third parties providing services as part of a Project) be liable for any indirect, incidental, special or consequential damages even if Contractor has been advised of the possibility of such damages. To the extent that a state does not permit the exclusion or limitation of liability as set forth herein Contractor’s liability shall be limited to the extent permitted by law in such states.

Client understands and acknowledges that Contractor and its licensors, employees, agents and subcontractors shall not be responsible for any loss or liability resulting from, but not limited to: (1) loss or liability resulting from access delays or access interruptions; (2) loss or liability resulting from data nondelivery or data mis-delivery; (3) loss or liability resulting from acts of God; (4) loss or liability resulting from the unauthorized use or misuse of Client’s account number, password or security authentication option; (5) loss or liability resulting from errors, omissions, or misstatements in any and all information or services provided under this agreement; (6) loss or liability relating to the deletion of or failure to store data; (7) loss or liability resulting from lost data; (8) loss or liability from Client’s inability to use his or her equipment; and (9) loss or liability relating to limitations, incompatibilities, defects, or other problems.

PROJECT INTERFERENCE. Client understands and agrees that only people that are employed by Contractor will work on, or make revisions to any Project. Problems can occur when a Client attempts to either revise his or her own Project or, if a Client has other programmers assist the Client without prior knowledge or consent of Contractor.

Should this occur, if problems subsequently arise, identifying the cause of the problem can be costly and time-consuming and all such costs shall be the sole responsibility of Client.

Should Client desire to work on or make changes to Project using other programmers, Contractor has a procedure for transitioning Projects, upon completion, to persons who may provide subsequent services. Client agrees to adhere to this transitioning procedure which may, from time-to-time, be revised by Contractor. Client also agrees to abstain from having any person other than Contractor make changes to any Project without first signing Contractor’s ‘Release of Responsibility’ form.

If a Client fails to abstain from working on, or making changes himself or herself, or with the help of other persons, without Contractor’s explicit written consent, Client releases Contractor from any obligation to complete Project and agrees to pay Contractor for all outstanding invoices immediately upon receipt of such invoices.

TRAVEL EXPENSES FOR ONSITE WORK. From time to time, Client may request and authorize Contractor to travel to various locations. Contractor will obtain written authorization from Client prior to making business travel arrangements. Client agrees to reimburse Contractor for travel expenses including hotel, transportation, parking, and meals for all pre-authorized business trips.

MANAGEMENT OF PROJECT COMMUNICATIONS. Contractor manages all Client Projects and all Client communications about Client’s Projects (e.g., information requests, status reports, authorizations, etc. ) in project portals (e.g., asana.com , etc). By executing this agreement, Client understands and agrees that

Contractor’s Project portal (e.g., Asana.com)  is where all Client’s Project communications will be managed. Client understands and agrees to participate in Project communications by logging into or replying to asana.com communications on a regular

basis and responding there to Contractor’s information request (message posts) and communicating/replying back in a timely fashion. The purpose of (both parties) using asana.com is to keep cost down, enhance quality of service, minimize errors, and expedite service.

EXPENSE REIMBURSEMENT. No hardware and software to be purchased without pre-approval of Client if Client is to be charged for same. For urgent service requests, Contractor shall be entitled to reimbursement from Client for Project-related expenses that are reasonable and customary which are incurred as a result of providing service on Clients’ Projects. An example would be if Client made an urgent service request and Contractor had to make an urgent determination to purchase a license of a data recovery utility in order to save Client’s server.

MECHANICS LIENS. Client is advised, under applicable Mechanics Lien Laws, any Contractor, sub-Contractor, laborer, supplier or any other person who helps to improve Client’s property but is not paid for his work or supplies, has a right to enforce a claim against Client’s property. This means that after a court hearing, Client’s property could be sold by a court officer and the proceeds of the sale used to satisfy any outstanding balance.

CONFIDENTIALITY. (a) “Confidential Information” means nonpublic information that the Parties designate as being confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential.

Confidential Information includes, without limitation, information relating to released or unreleased software products of the Parties, the marketing or promotion of any of the Parties’ products, the Parties’ business policies or practices, and information received from others that the Parties are obligated to treat as confidential. Confidential Information disclosed to one of the Parties by the other Party or its agents or associates are covered by this agreement.

(b) “Confidential Materials” shall mean all tangible materials containing Confidential Information, including without limitation written of printed documents and computer disks or tapes, whether machine or user readable.

(c) Confidential Information shall not include information which might come within the definition of Confidential Information set forth above to the extent that a Party can establish: (i) is or subsequently becomes publicly available without either Party’s breach of any obligation owed the other Party; (ii) became known to one Party prior to the other Party’s disclosure of such information to the first Party; (iii) became known to one Party from a source not subject to an obligation of confidentiality to the first Party; (iv) is disclosed by one Party to a third party without restrictions on its disclosure; or (v) is independently developed by a Party.

(d) All Confidential Information and Material are and shall remain the property of the disclosing Party. By disclosing information to the other Party, a Party does not grant any express or imply the right to the other Party to or under the original Party’s patents, copyrights, trademarks or trade secret information.

(e) The Parties agree that they do not intend nor will they, directly, or indirectly, export or transmit any Confidential Information or Materials to any country to which such export or transmission is restricted by regulation or statute.

INDEPENDENT CONTRACTOR STATUS. In the performance of this agreement, it is mutually understood and agreed that Contractor is at all times acting and performing as an independent Contractor with, and not as an employee or joint venturer of, Client.

MEDIATION OF DISPUTES REGARDING THIS AGREEMENT. The parties each agree that any dispute or claim in law or equity, arising out of this Agreement shall be submitted to neutral, non-binding mediation before the commencement of arbitration, litigation or any other proceeding. All statutes of limitations relating to any such dispute or claim shall be tolled from the date that a request for such mediation is sent by any aggrieved party until such time as mediation has been completed. The parties to the dispute or claim agree to act in good faith to participate in the mediation.

ARBITRATION OF DISPUTES. Any controversy, claim or dispute coming within the course and/or scope of the Contractor-Client relationship or arising out of or related to this agreement or the breach, termination, enforcement,

interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate (‘Dispute’), shall be determined by arbitration in San Diego County, California before a sole arbitrator in accordance with the laws of the State of California for agreements made and to be performed in California. Disputes shall include, without limitation, those involving fees, costs, billing, claims of negligence, or any other claim of a negligent act or omission or of any intentional wrongdoing. The arbitration shall be administered by the American Arbitration Association (AAA) pursuant to its Commercial Rules and Supplementary Procedures for Large, Complex Disputes. The arbitrator shall be a member of the AAA Law Practice Dispute Resolution Panel or any other arbitrator that is mutually acceptable to the parties.

ATTORNEY’S FEES AND COSTS. The arbitrator shall have the discretion to order the losing party in the arbitration proceedings to reimburse the prevailing party for costs incurred in connection with the arbitration, including without limitation, the arbitrator’s fee, and shall have the discretion to award to the prevailing party his or her attorney’s fees incurred in said arbitration. Judgment on the Award of the arbitrator may be entered in any court having jurisdiction.

Each Party acknowledges that each Party understands that such binding arbitration may deprive each Party of various rights that each Party otherwise might have in a legal action, including without limitation, the following:

* the parties are waiving their right to a jury trial and to seek remedies available in court proceedings;

* pre-arbitration discovery is generally more limited than and different from court proceedings;

* the arbitrator’s award is not required to include factual findings or legal reasoning;

* any party’s right to appeal or to seek modification of the award is strictly limited; and,

* the award is final and binding on the parties.

ACTION TO ENFORCE AGREEMENT. Subject to the foregoing, in the event that arbitration or litigation are required to enforce or to obtain an interpretation of any provision of this agreement, Client agrees that, for purposes of venue in any action or proceeding, this agreement shall be deemed to have been entered into in, and to be performed in, the City of Carlsbad, County of San Diego, State of California, notwithstanding Client’s residence, domicile, incorporation or citizenship in any other city, county, state or country. Client hereby irrevocably and unconditionally submits to the jurisdiction of the Superior Court for the State of California for the County of San Diego in connection with any legal action or proceeding arising out of or related to this agreement. The Parties each agree that legal process may be served on either party by U.S. Mail, postage prepaid, certified or registered, return receipt requested, or by any other permissible method.

WAIVER OF TRIAL BY JURY. THE PARTIES HERETO AGREE TO WAIVER OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTER-CLAIM BROUGHT BY ANY PARTY HERETO AGAINST ANY OTHER PARTY HERETO IN ANY MATTERS WHATSOEVER, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES AND/OR ANY CLAIM OF INJURY OR DAMAGE, AND ANY RIGHT OR REMEDY RELATED THERETO OR TO THIS AGREEMENT.

ATTORNEY’S FEES. In the event that any action or proceeding is brought to enforce or to interpret any part of this Agreement, the party prevailing in such lawsuit shall be entitled to recover, as an element of his, her or its costs of suit, and not as damages, his, her or its attorney’s fees. As used herein, “attorney’s fees” shall mean the full and actual costs of any legal services actually rendered in connection with the matters involved, calculated on the basis of the usual fee charged by the attorneys performing such services.

Contractor Rate Sheet As Of 01/01/2026

Resource Service/Product Type Standard Incremental

Rate (Basic to Advanced)

Project Management $85 per hour

Training $55 per hour

Phone Support $55 per hour

Email and Internet Admin $85 per hour

General Computer Programming $65 to $85 per hour

AI Coding, and Vibe Coding $65 to $150 per hour

Quality Assurance Testing $65 per hour

Secure Network Technology Administration $65 to $120 per hour

E-Commerce and E-Business Configuration and Development $65 to $120 per hour

General Information Technology Services $65 to $120 per hour

Graphic Design Services $65 to $120 per hour

Other Services price varies

Stock Photos price varies

Miscellaneous:

Insure website works in primary and current top three to four dominant U.S. browsers (e.g. Chrome, Edge, Firefox, Safari), most common display screen settings, and latest operating system versions (Windows, IOS, Android) only, unless otherwise specifically stipulated in the ‘Scope of Project’ outlined above. Client will promptly report any and all problems to Contractor.

Client Responsibility: Verify that all information and content on the website is correct. Client is advised that he/she should first test all aspects of the project to insure it is ready for use by the general public prior to authorizing that the website be launched; and wait for a confirmation from Contractor that site is done prior to inviting or advertising its use to the general public. Client is responsible to check his/her own website in various viewing environments including but not limited to, various browsers, operating systems, setboxes, third-party firewalls, international environments, and so on, to verify their satisfaction with the functionality of the website. Client must confirm in writing when site is ready to be launched to insure optimal readiness.

Client is required to have vast knowledge and expertise of various topics in order to insure the outcome of Project deliverables. Client’s Project-specific (depending on the Project) knowledge and expertise includes, but is not limited, knowledge about accepting credit card, credit card merchant accounts, their own company policies on shipping and International business, privacy rules and regulations, industry-specific rules and regulations, store policies, how to run and operate their business (and website), legal and risk management aspects of running a business, knowledge of doing business on the Internet, knowledge of Search Engines, knowledge of payment gateways, International law, databases, workflows, business processes, web hosting platforms, to name a few. Client’s possessing knowledge specific to their Project(s) is critically essential to proper decision-making and development of the Project deliverables. Client therefore agrees and understands that if they do not possess the knowledge and expertise needed in order to fulfill this requirement, they will first seek training and acquire the knowledge. In authorizing Project(s), Client warrants that they have the Project-specific knowledge needed in order to commence Project(s). From time-to-time Contractor may recommend or even require that Client seek and successfully complete training prior to proceeding with Project(s) development and completion.

Unless, otherwise indicated by Contractor in the Project description and/or Task descriptions, Client agrees to provide any and all information and items needed for Project within (7) seven days of authorizing Project including but not limited to;

• content and copy for all website pages music clips in digital format edited and ready to placement on the website (such as mp3, wav)

• video clips in digital format edited and ready to placement on the website

• all product information: e.g, product names, descriptions, weights, retail prices, categories, etc.

• bios, client info, logos, content, press releases, images, etc. in universal compatible electronic format

By executing this agreement, Client understands and agrees that Contractor’s project portal (such as Asana) is where all Client’s Project communications will be managed. Client understands and agrees to participate in Project communications by logging into project portal (such as Asana) on a regular basis and responding there to Contractor’s information request (message posts) and communicating/replying back in a timely fashion.

By executing this agreement, Client has read and agrees to the terms and conditions applicable outlined in the TrueSource Creative acceptable use policies, TrueSourceCreative.com website user agreement, and transaction policies posted on TrueSourceCreative.com, and the Webhosting and Domain agreement (if applicable) also located here at TrueSourceCreative.com.

In the performance of this Agreement, it is mutually understood and agreed that Contractor is at all times acting and performing as an independent Contractor with, and not as an employee or joint venturer of, Client.

Both parties agree that the Agreement is fully executed in the location of the City of Carlsbad, County of San Diego, California in the United States, the location of Contractor.

GOVERNING LAW / APPLICABLE LAW. Should a legal dispute arise, both parties agree to the legal remedy of dispute resolution, mediation, or arbitration.

Any controversies arising out of the terms of this Agreement or its interpretation will be settled using an online dispute resolution service such as SquareTrade.com (www.squaretrade.com) unless both parties agree to another dispute resolution, mediation, or arbitration company. If there are additional fees for a settlement service, it will be added to the total amount due.

If either party employs attorneys to enforce any rights arising out of or relating to the Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees. This Agreement shall be construed and controlled by the laws of the State of California. Each of the parties agrees that the appropriate venue for any legal action arising under, or in connection with or pursuant to this Agreement resolved by dispute resolution or arbitration shall be in the courts of the State of California, located in the City of Vista, and in the courts of United States located in County of San Diego, California to the exclusion of any other jurisdiction. Process may be served on either party by U.S. Mail, postage prepaid, certified or registered, return receipt requested, or by such other permissible method.

E-SIGN Notice In accordance with the Electronic Signatures in Global and National Commerce Act (Pub.L. 106-229 (June 30, 2000)), we want to advise you of your rights concerning your agreement to our Professional Services Agreement, terms & conditions as outlined herein:

1. By consenting to agree to our contract electronically, your consent applies only to this agreement and transaction,

but includes all amendments to policies and procedures applicable to these terms & conditions.

2. You must update your electronic contact information with us as soon as possible after a change by contacting us by logging into Contractor’s project portal (e.g., Asana). Please specify your domain name, account number, full name, address and your updated information.

3. You may request (without charge) printed copies of our Professional Services Agreement and/or the policies and procedures applicable to these terms & conditions by contacting us via Contractor’s project portal (e.g., Asana), even if you initially accepted an electronic version.

4. You must have access to the Internet and a printer if you wish to make a hard copy of this Professional Services Agreement and/or the applicable policies and procedures. If you do not have access to a printer, please contact us by logging into Contractor’s project portal (e.g., Asana) for a printed copy of the agreement which you may manually execute and return to us by fax or by surface mail, and for printed copies of the applicable policies and procedures.

If you are unable to access the entire Professional Services Agreement outlined herein, or you would like us to mail or fax you a printed copy of the agreement and applicable policies and procedures at no charge, please contact us by logging into Contractor’s project portal (e.g., Asana).

CLIENT’S WARRANTIES. By signing this agreement, Client acknowledges and warrants that Client has read this agreement, fully understands its terms, has had any questions regarding its terms answered to Client’s satisfaction, is of legal age, and is legally competent to execute this agreement. Each person executing this agreement as an agent or representative of a legal entity such as a trust, corporation, limited liability company or partnership represents and warrants that he or she has the authorization of his or her principal to execute this agreement on its behalf. Client further acknowledges that Client has been advised that once the agreement is signed by Client it will immediately be an enforceable contract binding upon Client, with no right of rescission without cause.

I acknowledge and understand that I am executing this agreement. I, CERTIFY UNDER PENALTY OF PERJURY that I am duly authorized to legally bind Client to this Agreement. (see Table ‘A’ and Exhibit ‘A’ of this Professional Services Agreement)

Statement of Work/Exhibit A (General Text).

Client/Stakeholder Responsibility: Client to supply Web-ready Logo, their desired text and images (content) for each page, Client’s Web-ready stock images, all images in web ready electronic file format, and website access credentials and information.

Not covered under this statement of work:

Monthly maintenance costs.

Miscellaneous third-party module subscription costs.

Anything not outlined in this initial statement of work is not covered under same.

See Asana for Your Project’s Specific Exhibit A/Statement of Work, and for Payment Form Access