In consideration of the premises and the mutual covenants contained in this Agreement, the undersigned hereby acknowledges and agrees as follows:

1. During the term of this Agreement, First Rank shall provide the Client with digital marketing tools and training, for the Client’s use on the terms and subject to the conditions of this Agreement (collectively, the “Services”).

2. The term of this Agreement shall be for a period of one (1) month, commencing on the date first written above (the "Term"), and shall automatically renew for successive one-month periods unless terminated by either party. If this Agreement is terminated before the expiration of the current Term, the Client will pay any unpaid Fees (as defined herein) together with any accrued interest. This agreement can be cancelled at any time with 30 days notice.

3. In consideration for the Services, the Client shall pay to First Rank the amount of $397.00 US per month (the “Fees”). The first installment of the Fees shall be due and payable upon the execution of this Agreement. Any late payments shall be subject to interest at a rate of thirty-two percent (32%) per annum on the outstanding balance, compounded monthly.

4. The Client hereby grants the First Rank, for the duration of the Term and any extensions thereof, a non-exclusive, irrevocable license to use all images, data and other content relating to or provided by the Client, including but not limited to any key words, phrases or other elements of text, graphics, photos, designs, trademarks, logos, trademarks, brand name, website images or other artwork, in connection with the provision of the Services (the “Client Content”).

5. The Client represents and warrants to First Rank that at the times during the Term of this Agreement that: (a) the Client shall provide promptly all cooperation, assistance and information as First Rank may reasonably request to enable it to exercise its rights and perform its obligations under and in connection with this Agreement; (b) the Client shall accept, implement and adhere to recommendations provided by First Rank with respect to the operation of the Client’s website; and (c) the Client Content is owned by the Client or in the alternative, the Client has obtained all required permissions from the rightful owner(s) to use the Client Content, and the use of the Client Content by First Rank, as contemplated hereunder, will not infringe on the intellectual property rights of any third parties.

6. First Rank is not responsible or liable for any delay or failure of performance caused in whole or in part by the Client’s delay in performing, or its failure to perform, any of its obligations under this Agreement, including without limitation any incompleteness or inaccuracies in any information provided by the Client.

7. First Rank shall own and retain all rights, title and interest in and to all information, data or other content that is generated by or used in connection with the Services, without limitation (collectively, “First Rank Content”). The Client acknowledges and agrees that it has no right, license or authorization with respect to any of the Services and First Rank Content except as expressly set forth in this Agreement.

8. First Rank specifically makes no promises, representations, warranties, or guarantees, with respect to the results from any and all Services provided by First Rank, or by any subcontractor employed by First Rank, to the Client pursuant to this Agreement. First Rank is not responsible or liable for any delay or failure of performance caused in whole or in part by the Client’s delay in performing, or its failure to perform, any of its obligations under this Agreement, including without limitation any incompleteness or inaccuracies in any information provided by the Client.

9. THE CLIENT HEREBY INDEMNIFIES First Rank and its officers, directors, employees, agents, permitted successors and assigns and hold it harmless from any losses, damages, claims, costs and expenses of any nature incurred as a result of the the Client’s breach of any terms and conditions of this Agreement.

10. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL FIRST RANK, ITS SUBSIDIARIES AND AFFILIATES, AND ITS RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS AND AGENTS, BE LIABLE TO THE CLIENT FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR AGGRAVATED DAMAGES OF ANY KIND WHATSOEVER, HOWSOEVER CAUSED AND REGARDLESS OF THE FORM OR CAUSE OF ACTION (INCLUDING IN TORT, CONTRACT, INDEMNIFICATION, FUNDAMENTAL BREACH, GROSS NEGLIGENCE OR OTHERWISE), EVEN IF SUCH DAMAGES ARE FORESEEABLE OR IF THE PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

11. IN NO EVENT SHALL THE TOTAL, CUMULATIVE AND AGGREGATE LIABILITY IN ANY INDIVIDUAL INSTANCE AND CUMULATIVELY IN ALL INSTANCES OF FIRST RANK, ITS SUBSIDIARIES AND AFFILIATES, AND ITS RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS AND AGENTS, TO THE OTHER, FOR ALL LOSSES, COSTS AND DAMAGES ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE LESSER OF: (A) ACTUAL DIRECT DAMAGES; AND (B) THE TOTAL AMOUNT OF FEES PAID BY THE CLIENT TO THE SELLER UNDER THIS AGREEMENT DURING THE PRECEDING ONE (1) MONTH PERIOD.

12. This Agreement may be executed and delivered in any number of counterparts (if applicable) and may be executed originally or by way of facsimile or other electronic transmittal, which facsimile or electronic copy shall be deemed to be an original and shall constitute valid and effective delivery. The electronic signature(s) of the undersigned, whether digital or encrypted, is intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures.

13. The Client agrees that this Agreement shall be binding upon the Client, and their heirs, executors, administrators, and successors. If any portion of this Agreement is held invalid, the Client agrees that the remainder of the Agreement shall remain in full legal force and effect. 

THE CUSTOMER HAS READ THIS AGREEMENT, FULLY UNDERSTAND ITS TERMS, UNDERSTAND THAT HE/SHE HAS GIVEN UP SUBSTANTIAL RIGHTS BY SIGNING IT, AND SIGNS IT FREELY AND VOLUNTARILY WITHOUT ANY INDUCEMENT.