THIS MASTER SERVICES AGREEMENT (this “Agreement”) governs your relationship as a client (“Client”) of Varela Industries LLC, a New Jersey limited liability company with an address of 334 73rd Street, North Bergen, NJ 07047 (“Varemar”). Client and Varemar are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Varemar reserves the right to change this Agreement by posting updates to www.varemar.com

1. Services.     Client is entering into this Agreement for Varemar to provide digital marketing management services related to Client’s business strategies, sales operations, prospecting, and business development (“Services”). Varemar will perform the Services tailored to address Client’s unique needs and objectives. The specific scope of services to be performed by Varemar as selected by Client is fully described in the annexed Exhibit A, and is incorporated herein by reference.

1. Payment.     The pricing for the selected Services is fully described in the annexed Exhibit A, and is incorporated herein by reference. Varemar may update Exhibit A to reflect any requested changes to the scope of services and the associated fees, and such changes will become binding upon Client’s verbal or written approval. Client is enrolled in Varemar’s autopay program, and hereby authorizes Varemar to collect payment for the Services on a monthly basis. Varemar utilizes billing software for such payments, so Client’s billing statement may show Varemar, GL APP LLC, ALAN, Or A.L.A.N. Varemar reserves the right to impose a late fee and collect attorney’s fees on all balances not paid within thirty(30) days of when due. Varemar does not provide Client with any refunds for the Services, unless determined otherwise by Varemar in its sole discretion on a case-by-case basis  
2. Term and Termination.      The Term of this Agreement shall commence upon Client’s acceptance of this Agreement and shall continue until terminated as set forth herein (the “Term”). This Agreement may be terminated by either Party giving thirty (30) days written notice. Upon termination of the Agreement for any reason, Varemar shall immediately discontinue the Services with respect to Client. If Client engages Varemar to create or maintain a website under Varemar’s Sapphire package, and either Party terminates this Agreement within the first eighteen (18) payments, Varemar will take the Client’s website down and Client will have no ownership in or rights to the Client’s website unless the Client makes a payment equal to $597 times the number of payments left in Term of the Agreement. Please note that this does not include any hosting fees, security fees, maintenance fees, or domain fees. However, if the Agreement is terminated at any time after the first eighteen (18) payments, Client will own the website thereafter. If Client engages Varemar to create or maintain a website and pays in full up front, Client shall have all ownership rights in and to the website.
3. Proprietary Rights.

               a.               Varemar’s Content. During the Term, Varemar owns and retains all right, title, and interest in and to all technology, materials, data, tools, widgets, user activity reports, intellectual property, programming, development and design, including but not limited to the front and backend systems, ad accounts, domain names, landing pages, visual design, instructions, video, content, and accompanying databases. However, Client owns all right, title, and interest in and to the Client’s weblink properties, as well as any domain names or other materials purchased by Client prior to entering into this All the content provided through the Services, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features, designs, trademarks, service marks, trade dress and logos contained therein (marks), are owned by or licensed to Varemar, subject to copyright and other intellectual property rights under the law. Content is provided to Client on an “as is” basis for its information and personal use only and may not be copied, sold, licensed, or otherwise used without the prior written consent of the respective rights holders. Because of the proprietary nature of the content, and because Varemar utilizes software containing confidential information to manage Client’s ad accounts, Varemar retains sole access to Client’s ad accounts and cannot grant such access to Client.

               b.               Client Accounts. When creating a user account related to the Services, Client must provide accurate and complete information. Client is solely responsible for the activity that occurs in its account, and for maintaining the security of its account password, and the passwords of any third-party services that Client may have elected to link to its account. Client agrees to notify Varemar immediately of any breach of security or unauthorized use of its account.

               c.               Client Content. Certain programs may provide Client with the ability to post comments or share content (“Client Content”). Client grants to Varemar a non-exclusive, royalty-free, transferable, sub-licensable, worldwide license to use, store, display, reproduce, modify, create derivative works, perform, and distribute Client Content in connection with the Client Content shall not constitute confidential information, and the disclosure of Client Content shall not implicate the confidentiality sections of this Agreement. In addition, Client warrants that it owns or has all licenses and rights to use and to authorize Varemar to enable, use, display, and distribute Client Content. Varemar reserves the right to remove any material Client post at any time and for any reason. Client Content that constitutes inappropriate or illegal behavior, including without limitation, abusive, defamatory, or obscene comments, or posts that violate local rules regarding online conduct are strictly prohibited. Varemar reserves the right to take down all such Client Content. Varemar further reserves the right to take down Client Content that is reported as spam or Client Content that creates technical issues. In addition, unless specified otherwise, Varemar will schedule Client’s Social Media Content in the case that the Client is non-responsive for more than 72 hours.

      5. Confidential Information.

               a.               Definition of Confidential Varemar proposes to disclose certain of its confidential and proprietary information (the “Confidential Information”) to Client. Confidential Information shall include all content, data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, business plans, financial information, phone numbers, email addresses, and other information disclosed or submitted, orally, in writing, or by any other media, to Client by Varemar in connection with the Services. Nothing herein shall require Varemar to disclose any of its Confidential Information.

               b.               Notwithstanding the foregoing, “Confidential Information” shall not mean any information which: (i) was in the public domain at the time it was disclosed or has entered the public domain through no breach of this Agreement; (ii) was known to the receiving party at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (iii) was independently developed by the receiving party without any use of the Confidential Information of the disclosing party, as demonstrated by files created at the time of such independent development; (iv) becomes known to the receiving party from a source other than the disclosing party without breach of this Agreement by the receiving party and otherwise not in violation of the disclosing party’s rights; or (v) is disclosed generally to third parties by the disclosing party without restrictions similar to those contained herein.

               c.               Non-Disclosure of Varemar’s Confidential Information. Client agrees that the Confidential Information is to be considered confidential and proprietary to Varemar and Client shall hold the same in confidence, shall not use the Confidential Information other than for the purposes of its business with Varemar, and shall disclose it only to its officers, directors, or employees with a specific need to know, and not to any third party unless authorized in writing by Varemar. The confidentiality obligations of Client herein shall be effective twenty-four (24) months from the date Varemar last discloses any Confidential Information to Client.

               d.               Non-Disclosure of Client’s Confidential Varemar agrees not to disclose or communicate, in any manner, either during or after the Term of this Agreement, confidential information about Client or its business including, but not limited to, the names of its customers, marketing strategies, operations, phone numbers, email addresses, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Client, unless authorized in writing by Client. Varemar shall use the Client’s confidential information for the performance of the Services, including but not limited to reputation management and remarketing strategies for the Client.

      6. Representations and Warranties.

               a.             Social Media Networks. The Services may require Varemar to use various third-party platforms, including but not limited to social media networks. Client acknowledges that all social media networks each have their own terms of use and associated policies. Client acknowledges that in some cases Varemar may need to log in to Client’s social media account in order to perform Services hereunder, and authorizes Varemar to do so. Varemar is not responsible in any way, shape, or form, now or at any time in the future, for Client’s or an end user’s compliance or lack thereof with such terms of use and associated policies.

               b.              Indemnity. Client represents and warrants that all textual, graphical, audiovisual, and other works and materials provided or used by Client in connection with this Agreement shall not infringe on the intellectual property rights of any third party, and Client shall indemnify, defend, and hold harmless Varemar from and against all third-party claims of intellectual property infringement arising from such works and materials.

               c.             Third Party Products.  Any information or materials which are maintained by a third party such as linked sites which may be accessed through the Client’s website are provided on an “as is” basis. Varemar is not responsible for the performance of any third-party products or services which are not directly integrated into Varemar deliverables. The Client’s sole and exclusive rights and remedies with respect to any third- party product or service will be against the third-party vendor and not against Varemar.

               d.              Varemar Warranties and Limitation of Liability. Varemar represents and warrants that the Services will be performed in accordance with applicable professional standards, and that any and all information provided to the Client will be used for the purpose of the Services defined by this Agreement. With the exception of an instance of willful misconduct by Varemar, Varemar’s liability under this Agreement shall not exceed the fees and expenses paid by Client to Varemar during the month prior to when the alleged liability arises. Such fees and expenses shall not include any third-party fees, such as ad spend, incurred by Varemar on behalf of Client. In no event will Varemar be liable for any indirect, consequential, or incidental damages, lost profits, or any other pecuniary loss arising out of this Agreement.

              e.             Disclaimer. Results from the Services provided by Varemar herein are dependent in part on Client’s cooperation and willingness to implement Varemar’s recommendations. Failure to implement such recommendations may have a negative impact on the results. Client acknowledges and agrees that Varemar is not responsible for the Client’s results derived from the Services, and shall not be held liable for such. Varemar makes no warranty or guarantee of any kind, either expressed or implied, by fact or law, other than those expressly set forth in this Agreement. Varemar makes no warranty or condition of fitness for a particular purpose nor any warranty or condition of merchantability for the Services. Any other warranties made prior to or subsequent to the acceptance of this Agreement, either explicit or implicit, shall be considered null and void.

              f.             Hosting, SSL, and Domain Support. Unless Client has engaged Varemar to provide hosting, SSL, and domain support services hereunder and is paying Varemar for such services, Varemar is not responsible for troubleshooting any hosting, SSL, or domain issues related to the website. Varemar is similarly not responsible or liable in any way if Client’s website goes down. Varemar will make reasonable efforts to implement the website.

              g.             Ongoing Website Support. For one-time website development clients, Varemar will make reasonable changes to the website within two (2) weeks of the website going live. Any additional ongoing support will be billed separately at a rate of $150.00 per hour, with proof provided of hours Alternatively, Client can sign up for Varemar’s website maintenance package, which offers ongoing website support for $297.00 per month, with a minimum six (6) month commitment.

              h.             Case Studies. Client agrees to allow Varemar to identify Client as a client to others by using its name and logo on Varemar’s Additionally, Client agrees to allow Varemar to showcase the Services that it performed for Client on Varemar’s website, including but not limited to case studies describing the nature of the Services and the results of the Services. Finally, Client agrees that Varemar may feature Client in a video testimonial with respect to the Services, and voluntarily gives Varemar the right to use Client’s name and likeness in such video.

     7. Additional and Excluded Services.

              a.             Some websites may have extra functionality features, such as e-commerce. If Client wants Varemar to build

these extra features on the website, Client is responsible for the fees charged by these platforms. For example, if Client wants the website to include Shopify, Varemar will charge the Client an additional fee for this platform. Additionally, Varemar may have to hire third party contractors from time to time in order to build these features.

             b.             Varemar will only perform the Services paid for by Client under this Agreement and as fully described inExhibit A to this Agreement. Varemar does not provide any branding, logo, or business card design services as part of the package. Additionally, unless specified otherwise herein, the website created by Varemar does not include SEO optimization. Furthermore, Varemar reserves the right to charge a 15% penalty on the total cost of the website in the case where a Client’s website takes longer than 90 days to complete due to no fault of Varemar or its staff.

     8. Miscellaneous.

             a.             Governing This Agreement is governed by the State of New Jersey without reference to conflicts of law.

             b.             Dispute Resolution. In the event of a dispute or misunderstanding between the Parties arising out of this Agreement, the Parties shall provide notice to each other of such dispute, and meet promptly in an effort to resolve such dispute If any dispute is not resolved within thirty (30) days after written notice therefor, the matter shall be submitted to mediation and/or arbitration, administered by the American Arbitration Association in accordance with its rules. Except as provided by its rules, arbitration shall be the sole, exclusive, and final remedy for any dispute under this Agreement. Notwithstanding the foregoing, either Party may seek equitable remedies in any court of competent jurisdiction located in New Jersey to protect its intellectual property or Confidential Information.

             c.             Entire Agreement. This Agreement, including all exhibits incorporated herein by reference; and the scope of work and pricing for the selected Services incorporated herein by reference; contains the entire agreement of the Parties and supersedes all prior agreements relating to the subject matter hereof and may not be changed unless in writing by the Parties.

             d.             Amendments. Varemar reserves the right to update and change this Agreement at any time by providing notice directly to Client or by posting updates online. Client agrees to check for any updates or changes to this Agreement.