Business Consulting and Toolkit Licensing Agreement

This Business Consulting and Toolkit Licensing Agreement (“Agreement”) is made and entered into on the purchase date “Effective Date”, by and between Sensum Inc. (“Consultant”) and you (“Client”). (Together, Consultant and Client may be known as “Parties”, or singularly, “Party”.)

The Parties hereto agree as follows:

1. Contract Period

This Agreement is effective on the purchase date made by Client (“Effective Date”). The initial term of this Agreement is one (1) year starting from the Effective Date.

2. Definitions

2.1 Services. Services offered by Consultant may include but are not limited to coaching, data gathering, analyzing market and business data, business strategy development, counseling, organizing, planning, assessing, management, market research, company research, communication between the Client and Consultant, communication with third-parties, tool development, educating Client on use of tools, neuromarketing and neurocopywriting technology, biofeedback, and consulting hours.

2.2 Project. A Project is a set of assignments developed by the Consultant in coordination with the Client that are prioritized and laid out as described in the Toolkits (“Toolkits”) that Consultant will provide to help the Client achieve a specific goal.

2.3 Licensed Material. Licensed Material(s) include but are not limited to all software, charts, data analysis, reports, written materials including Toolkits, and related documentation provided by Consultant, which may be furnished to Client or to which the Client may be granted access in furtherance of the completion of the Project under this Agreement.

3. Membership Tiers.

Client will select one of three Membership Tiers (“Tier(s)”), each Tier will provide Client with access to certain Toolkits and Services. The specific Services and Toolkits available to the Client will be specified in the addendum incorporated herewith as “Exhibit A”. The selection of a Tier secures the price Consultant will charge for each additional hour of consulting provided in excess of the hours of consulting available at that Tier as indicated in Exhibit A. Certain Services will only be made available to Client at certain Tiers as indicated in Exhibit A. Client accepts and acknowledges that the time required to complete each of the available Toolkits may exceed the contract period and does not entitle Client to additional consulting hours with Consultant.

4. Billing and Payment

In exchange for advertised amount, paid as advertised, and as of the Effective Date of this Agreement, Consultant shall provide Services and Toolkits to Client as specified in Exhibit 1. Services will not start until payment is received. Services will be terminated if payments are not received within the terms, after serving a seven (7) days notice via email or fax. Consultant may offer additional Services or access to Licensed Material for an additional fee which Client agrees to pay in full on the date the additional Services are requested. Consultant reserves the right to refuse additional Services at its sole discretion. If Client fails to pay in full, a late fee of 10% of the total amount of due will be assessed for every month that it is not paid in full. Client agrees to pay all fees and costs associated with collections in addition to statutory pre- and post-judgment interest.

5. Representations and Warranties

General.Each Party represents and warrants that it has the right and authority to enter into this Agreement, and that by entering into this Agreement, it will not violate, conflict with or cause a material default under any other contract, agreement, indenture, decree, judgment, undertaking, conveyance, lien or encumbrance to which it is a party or by which it or any of its property is or may become subject or bound.

Compliance with the Law. Each Party represents and warrants that no consent, approval or authorization of or designation, declaration or filing with any governmental authority is required in connection with the valid execution, delivery, and performance of this Agreement. Each Party shall, at its own expense, comply with all laws, regulations and other legal requirements that apply to it and this Agreement, including copyright, privacy and communications decency laws.

Acceptable Use. Client is solely responsible for the content of any postings, data, or transmissions using the Services, or any other use of the Services by Client or by any person or entity Client permits to access the Services. Client represents and warrants that it will: (a) not use the Services in a manner that: (i) is prohibited by any law or regulation, or to facilitate the violation of any law or regulation; or (ii) will disrupt a third parties’ similar use or Licensed Materials; (b) not violate or tamper with the security of any Consultant computer equipment or program; (c) not use, or allow third parties to use the Services or Licensed Material without Consultant’s express written consent. If Consultant has reasonable grounds to believe that Client is utilizing the Services for any such illegal or disruptive purpose, Consultant may suspend the Services immediately with or without notice to Client. Consultant may terminate the Agreement without risk of breach if Consultant has a reasonable basis to conclude that Client has failed to adhere to the foregoing acceptable use standards.

DISCLAIMER.THE WARRANTIES SET FORTH IN THIS SECTION 4 ARE THE ONLY WARRANTIES MADE BY CONSULTANT. CONSULTANT MAKES NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, ANY RELATED SERVICE OR SOFTWARE. CONSULTANT HEREBY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE. NO ORAL OR WRITTEN INFORMATION GIVEN BY CONSULTANT, ITS EMPLOYEES, LICENSORS, OR THE LIKE WILL CREATE A WARRANTY. CONSULTANT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY THAT BY UTILIZING ITS SERVICES CLIENT WILL ACHIEVE ANY PARTICULAR RESULT.

6. Limitation of Liability

Excluding the liability under the section entitled “NO INFRINGEMENT” below, UNDER NO CIRCUMSTANCES WILL CONSULTANT OR ANYONE ELSE INVOLVED IN ADMINISTERING, DISTRIBUTING OR PROVIDING THE SERVICES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SERVICES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR LOST PROFITS, OR DAMAGES THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, FAILURE OF PERFORMANCE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO CONSULTANT’S RECORDS, PROGRAMS OR SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT OF ANY BREACH BY CONSULTANT OF THIS AGREEMENT, CONSULTANT’S LIABILITY TO CLIENT WILL NOT EXCEED THE AMOUNT PAID TO CONSULTANT BY CLIENT DURING THE PREVIOUS THREE MONTHS.

NO INFRINGEMENT: Consultant warrants the Licensed Material will not infringe any patent, trademarks, copyright or any proprietary rights of a third party, or constitute a misuse or misappropriation of a trade secret. Client shall notify Consultant promptly in writing of any known action brought against Client based on an allegation that Client’s use of any Licensed Material infringes upon any patent, trademark, or copyright, or infringes upon any right of a third party, or constitutes misuse or misappropriation of a trade secret (collectively, “Infringement”). In the event that an injunction is obtained against Client’s use of the Services by reason of an alleged Infringement, or Client is otherwise prohibited from using same, Consultant shall to the extent possible and at its expense, within sixty (60) days, either (a) procure for Client the right to continue to use the Services that are infringing, or (b) replace or modify the Services to make its use non-infringing while being capable of performing the same function. If neither option is available to Consultant, then Client, at Client’s option, may terminate this Agreement without penalty or further payment other than payment of fees for use of the Services prior to said termination. The Consultant’s Services and Licensed Materials with its original content , features and functionality are and will remain the exclusive property of Consultant and its licensors. The Consultant’s Service and Licensed Material is protected by copyright, trademark, and other laws of both the United States and foreign countries. Consultant’s trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Consultant.

7. Confidential Information

Definition.For purposes of this Agreement “Confidential Information” shall mean information including, without limitation, all data, computer programs, code, algorithms, names and expertise of employees and consultants, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial and product development plans, forecasts, strategies and information marked “Confidential”, or if disclosed verbally, is identified as confidential at the time of disclosure. In addition to the foregoing, Confidential Information shall include third party software, if any, that may be provided to Client under this Agreement, including any related source or object codes, technical data, data output of such software, documentation, or correspondence owned by the applicable licensor. Confidential Information excludes information that: (i) was or becomes publicly known through no fault of the receiving Party; (ii) was rightfully known or becomes rightfully known to the receiving Party without confidential or proprietary restriction from a source other than the disclosing Party; (iii) is independently developed by the receiving Party without the participation of individuals who have had access to the Confidential Information; (iv) is approved by the disclosing Party for disclosure without restriction in a written document which is signed by a duly authorized officer of such disclosing Party; and (v) the receiving Party is legally compelled to disclose; provided, however, that prior to any such compelled disclosure, the receiving Party will (a) assert the privileged and confidential nature of the Confidential Information against the third party seeking disclosure, and (b) cooperate fully with the disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event that such protection against disclosure is not obtained, the receiving Party will be entitled to disclose the Confidential Information, but only as, and to the extent necessary to legally comply with such compelled disclosure.

Nondisclosure. During this the term of this Agreement and for a period of 1 year thereafter, each Party agrees to maintain all Confidential Information in confidence to the same extent that it protects its own similar Confidential Information, but in no event using less than reasonable care, and to use such Confidential Information only as permitted under this Agreement. Each Party agrees to only disclose the other Party’s Confidential Information to its employees: (a) with a need to know to further the permitted uses of such information, and (b) who are informed of the nondisclosure/non-use obligations imposed by this Section 6. Both parties shall take steps that each determines appropriate to implement and enforce such non-disclosure/non-use obligations.

Terms of Agreement Confidential. Each of the Parties agrees not to disclose to any third party the terms of this Agreement, including pricing, without the prior written consent of the other Party hereto, except to advisors, investors and others on a need-to-know basis under circumstances that reasonably ensure the confidentiality thereof, or to the extent required by law.

Injunctive Relief. In the event of an actual or threatened breach of the above confidentiality provisions, it is understood by both Parties that the non-breaching Party will have no adequate remedy at law and will be entitled to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual money damages, in addition to any other damages available at law.

8. Client Responsibility.

(a) Client is solely responsible for the content of communications transmitted by Client using the Services, and shall defend, indemnify and hold harmless Consultant from and against all liabilities and costs (including reasonable attorneys’ fees) arising from any and all third-party claims by any person based upon the content of any such communications.

(b) Client is not permitted to resell the Services and/or any portion of the Licensed Materials.

(c) Client shall use the Services only for lawful purposes. To the extent deemed necessary by Client, Client shall implement security procedures necessary to limit access to the Services to Client’s authorized users and shall maintain a procedure external to the Services for reconstruction of lost or altered files, data or programs.

(d) Client is responsible for establishing designated points of contact to interface with Consultant.

(e) Client shall make every reasonable effort to complete the Toolkits provided by Consultant.

9. Licenses

Consultant hereby grants to Client a personal, nonexclusive, nontransferable license during the term of this Agreement to use the Licensed Material provided by Consultant, which may be furnished to Client under this Agreement. Client agrees to use commercially reasonable efforts to ensure that its employees and users of all Licensed Material hereunder comply with the terms and conditions set out in this Agreement. Client also agrees to refrain from taking any steps, such as reverse assembly or reverse compilation, to derive an equivalent of the Licensed Material. Client agrees not to resell, publish, or make any copy of the Licensed Material without Consultant’s express written consent. All Licensed Material furnished to Client under this Agreement shall be used by Client only for Client’s internal business purposes, and it shall not be reproduced or copied in whole or in part, and shall not be removed from the United States.

10. Ownership and Confidentiality of Data

All data received by Consultant, from Client, is owned by Client and will be strictly held as confidential. Consultant will delete and destroy all copies of Client data once this Agreement is terminated. Client has the option to receive a backup of data prior to deletion after sending written request to Consultant within two weeks of this Agreement’s termination.

All right, title and interest in and to the Licensed Material, and all copyrights, patents, trademarks, service marks or other intellectual property or proprietary rights relating thereto, belong exclusively to Consultant. Any modification to the Software performed by Client directly or indirectly extending the current capabilities shall be the property of Consultant and all copyrights and other rights are hereby assigned to Consultant.

11. Termination

If a Party fails to perform or observe any material term or condition of this Agreement and the failure continues unremedied for seven (7) days after receipt of written notice, (a) the other Party may terminate this agreement, or (b) where the failure is a nonpayment by Client of any charge when due, Consultant, may, at its option, terminate or suspend Services with or without any notice.

If a Party fails to perform or observe any material term or condition of this Agreement and the failure continues unremedied for thirty (30) days after receipt of written notice, the other Party may terminate this agreement; provided, however, that where the breach is the failure of payment by Client of any charge when due, Consultant, may, at its option, terminate or suspend Services if Client does not cure said breach within seven (7) days following notice to Client of the delinquency.

This Agreement may be terminated immediately upon written notice by either Party if the other Party becomes insolvent or involved in a liquidation or termination of business, files a bankruptcy petition, has an involuntary bankruptcy petition filed against it (if not dismissed within thirty days of filing), becomes adjudicated bankrupt, or becomes involved in an assignment for the benefit of its creditors.

Client shall be responsible for payment of all charges under a terminated Agreement incurred as of the effective date of termination. If Client terminates this Agreement or elects to reduce the number of authorized hours spent with the Consultant, then, in addition to amounts due for use of the Licensed Material and Services actually rendered prior to the termination of this Agreement, there shall be immediately due and payable by Client an amount equal to the 50% of the remaining balance due.

12. General Provisions & Force Majeure

(a) This Agreement, including any amendments and attachments hereto that are incorporated herein, constitute the entire agreement between the parties and shall be binding on the Parties when accepted by Client. No modification, termination or waiver of any provisions of this Agreement shall be binding upon a Party unless in writing signed by an authorized officer of the relevant Party(ies). No provision of any purchase order or other document issued by Client, which purports to alter, vary, modify or add to the provisions of this Agreement, shall be binding upon Consultant or effective for any purpose, unless accepted by Consultant in writing.

It is further expressly understood and agreed that, there being no expectations to the contrary between the Parties, no usage of trade or other regular practice or method of dealing either within the computer software industry, Consultant’s industry or between the parties shall be used to modify, interpret, supplement, or alter in any manner the express terms of this Agreement or any part thereof.

(b) Nothing contained in this Agreement shall be construed as creating a joint venture, partnership, or employment relationship between the parties, nor shall either Party have the right, power, or authority to create any obligation or duty, express or implied, on behalf of the other.

(c) The Licensed Materials shall not be exported or re-exported in violation of any export provisions of the United States or any other applicable jurisdiction.

(d) This Agreement may not be assigned, sublicensed or transferred, in whole or in part, by Client without the prior written consent of Consultant. Any attempted assignment, subletting or transfer shall be void.

(e) If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(f) No delay or failure of Consultant or Client in exercising any right herein and no partial or single exercise thereof shall be deemed of itself to constitute a waiver of such right or any other rights herein. Any waiver by Consultant or Client of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent or other breach.

(g) In the event that either Party is unable to perform any of its obligations under this Agreement or to enjoy any of its benefits because of natural disaster, terrorism, fire, explosion, power blackout, earthquake, flood, the elements, strike, embargo, labor disputes, acts of civil or military authority, war, acts of god, acts or omissions of carriers or suppliers, acts of regulatory or governmental agencies, actions or decrees of governmental bodies or communication line failure not the fault of the affected Party or other causes beyond such Party’s reasonable control (a “Force Majeure Event”) the Party who has been so affected shall immediately give notice to the other Party and shall do everything possible to resume performance. Upon receipt of such notice, all obligations under this Agreement shall be immediately suspended. If the period of nonperformance exceeds seven (7) days from the receipt of notice of the Force Majeure Event, the Party whose ability to perform has not been so affected may by giving written notice immediately terminate this Agreement.

(h) On Consultant’s request, no more frequently than once monthly, Client shall furnish Consultant with a signed certification (i) verifying that the Licensed Material is being used pursuant to the terms of this Agreement and (ii) listing the locations where the Licensed Material is being used.

(i) This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, and each of which together shall constitute a single instrument.

(j) This Agreement shall be governed by and construed under the laws of the State of Utah applicable to contracts made in and wholly to be performed in the State of Utah without regard to conflicts of law.

By purchasing a Business Consulting and Toolkit Service, Client consents to the terms and conditions of this agreement.

EXHIBIT 1

BUSINESS CONSULTING

AND TOOLKIT LICENSING AGREEMENT

ADDENDUM

Membership Tier Options:

Membership Tier Silver: Consultant agrees to provide four 30-45 minute consulting meetings a month for 3 months. Client gets access to the Strategic Planning Toolkit with features described on the website, 3 month access to the Marketing Funnel Simulator, and 3 month access to the Business Health App. Client may request additional consulting hours at a rate of $350 per hour.
Membership Tier Gold: Consultant agrees to provide eight 30-45 minute consulting meetings a month for 3 months. Client gets access to the Strategic Planning Toolkit with features described on the website, 12 month access to the Marketing Funnel Simulator, and 12 month access to the Business Health App. Client may request additional consulting hours at a rate of $310 per hour.
Membership Tier Platinum: Consultant agrees to provide up to sixteen 30-45 minute consulting meetings a month for 3 months. Client gets access to the Strategic Planning Toolkit with features described on the website, 12 month access to the Marketing Funnel Simulator, and 12 month access to the Business Health App. Client may request additional consulting hours at a rate of $285 per hour.

Now, Therefore, It is hereby agreed in this service agreement.

ADA Compliant Website Contract Agreement

This ADA Compliant Website Contract Agreement (“Agreement”) is made and entered into on the purchase date “Effective Date”, by and between Sensum Inc. (“Consultant”) and you (“Client”). (Together, Consultant and Client may be known as “Parties”, or singularly, “Party”.)

The Parties hereto agree as follows:

1.1 ADA Compliance shall mean to make the Client's website, online store, blog or web page to be as ADA compliant as possible.

1.2 Enhanced web accessibility shall be the result of making Client's website, online store, blog or web page more accessible to search engines by becoming as ADA compliant as possible

1.3 Web consulting services shall mean advice and recommendations that Consultant offers to Client with respect to carrying out the agreed task.

Section 2

Provision of Information

In order to enable Consultant efficiently manage and carry out its service, Client agrees to provide;

2.1 An executive summary of the company and what it does.

2.2 Access to the client’s website admin area.

2.3 Full rights to modify only those things in the [website, Online store, blog or webpage] that are necessary to carry out the agreed task.

WARRANTIES & INDEMNITIES

It is agreed that;

i. Both parties warrant that they are not aware of anything in their reasonable control which will or could have an adverse effect upon their ability to perform their respective obligations under this agreement.

ii. Consultant will do its best to cover everything required for compliance according to Web Content Accessibility Guidelines as laid down by the WCAG standard 2.0 and by the W3C Consortium for making a website as accessible as possible.

iii. Sequel to (ii) above, there may be a possibility that some pages or sections are not fully accessible, or are in the process of becoming accessible, or are lacking an adequate technological solution to make them accessible. Still, we are continually improving our accessibility technology, adding, updating, and improving its options and features.

iv. With regards to (iii) above, Consultant will be adding a standard accessibility statement to your website, online store, blog, etc. which will explain Client’s level of accessibility and what you are doing to stay compliant. Also, this may be relevant in the case of an inquiry or probe.

v. The company, Client, undertakes to pay all fees promptly and not to unreasonably withhold payment.

vi. Both parties warrant that they will not do anything to hinder or adversely affect the execution of other parties under the agreement.

GOVERNING LAWS

It is agreed that;

- The ADA Website Compliant agreement is made under the exclusive jurisdictions of the laws of UTAH, United States of America

- Disputes under this agreement shall be subject to the exclusive jurisdiction of the courts of UTAH, United States of America

CONFIDENTIALITY

It is agreed that;

- The company, Consultant undertakes that he shall not expose any confidential information except with the written consent of Client.

- The company, Client shall ensure details of Consultant are kept confidential at all times and undertake not to share this information with anyone.

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