The Parties to this User Agreement, Dispense Marketing, LLC, a Wyoming corporation (“DM”), and Client (as defined in the accompanying Service Agreement) (“you” or “Client”), agree to the following definitions, terms, and conditions for participation in the DM marketing services and other services provided under the Agreement (defined below).

I. Introduction

By visiting DM’s website, accessing the information, resources, services, products, and tools DM provides, and agreeing to use DM’s services, you understand and agree to accept and adhere to the terms & conditions of this User Agreement, along with the terms and conditions as stated in our Privacy Policy, rates and services listed in the schedule of The Digital Packages, and the Client Commitment Statement, all as provided on dispensemarketing.com. We reserve the right to change any terms, condition, pricing, rates, services and other items listed in The Digital Packages from time to time upon 30 days’ notice via email to Client. If there is a conflict between any provision or item listed in this User Agreement or the Services Agreement and The Digital Packages, The Digital Packages shall control.

If Client does not respond via email to DM within such 30-day period rejecting such The Digital Packages changes, Client’s continued use of the services under this User Agreement and the Service Agreement (or Client’s email approval of such changes, such approval shall be irrevocable) shall be deemed as Client’s acknowledgment and acceptance to such changes. You acknowledge and agree that it is your responsibility to review emails related to this User Agreement and The Digital Packages to periodically familiarize yourself with any modifications. “Agreement” shall mean this User Agreement, the accompanying Service Agreement, the Privacy Policy, the Client Commitment Statement, and The Digital Packages.

II. Marketing Service and Website

• a.  For the purpose of attempting to increase Client’s purchases/online-traffic, DM shall provide digital marketing services. There is no guaranty that services provided by DM will improve Client’s purchase, online-traffic, or business, and DM shall in no event be liable for any lost profits, consequential damages, or indirect damages of Client.
• b.  There shall be no other obligation by DM to provide additional marketing, management, or advertising services other than what is listed in this contract.
• c.  DM shall reasonably coordinate with Client exact details surrounding the look, feel, and personality to promote. The Client may request changes at any time while in contract and good standing. DM will use commercially reasonable efforts to promptly respond to such requested changes. By participating in this service, the Client agrees: (1) to provide all requested information in a timely manner to reasonably accomplish goals, and (2) to notify DM in advance if modifications are required and allow time for such modifications to be completed.
• d.  DM will limit posts and services to that which is specified in this Agreement. The Client understands that any services requested beyond this Agreement will result in extra charges. DM will use commercially reasonable efforts to inform Client prior to DM performing such additional services.
• e.  Following completion of Client’s website, Client may request, and DM shall provide, 1 website edit of such website before the website goes “live” (available to the general public) and 1 main website edit to such website after the website goes “live”. Unless Client pays for additional services from DM, DM shall have no further responsibility to edit such website.
• f.  All services provided to Client by DM that are in addition to what is included in the plan and additional details listed in the Service Agreement, as determined in DM’s reasonable discretion, shall be paid for by Client at the rate of $125 per hour to DM for such services. DM may modify such hourly rate upon 10 days written notice of such modification to Client and Client’s continued use of any services of DM provided under this Agreement shall be deemed acceptance thereof.

III. 1st Page of Google Locational Guarantee

• a.  If DM cannot achieve 1st page, local (which shall be no larger than the applicable city, but could be more localized), placement on Google for at least one searched keyword (which shall be a word or string of words related to Client or its business) in Client's local market within 6 months, DM will replace Client’s monthly billing with a $50.00 hosting fee until Client reaches the 1st page of Google in accordance with the foregoing standard (except for the 6-month requirement).

IV. Month-to-Month, One (1), Two (2), or Three (3)-Year Term

• a.  The term of this Agreement will be considered a month-to-month term unless specified otherwise in the “Additional Details” section of the Service Agreement.

V. Cancellation / Termination of Use

• a. Early Cancellation while in contract  – In order to offer preferred payment terms to Client, DM does require a contract a 1-, 2-, or 3-year term Agreement. Therefore, a cancellation fee will be charged to Client when cancelling this Agreement prior to end of such term. This cancellation fee shall equal the greater of (i) 50% of the remaining amount total “Price” listed in the Service Agreement owed to DM during the term of this Agreement from the effective date of cancellation as determined by multiplying the “Price” by the number of “months” listed in the Service Agreement left in the term of the Agreement or (ii) the product of $100 multiplied by the number of months remaining in the term of the Agreement from and after the effective date of cancellation (“Cancellation Fee”). The Client will be charged this Cancellation Fee on the day of cancellation using the provided payment method and if such Cancellation Fee is for whatever reason not paid on or before cancellation of this Agreement, Client shall make prompt payment of such Cancellation Fee to DM. The parties agree that the Cancellation Fee calculated herein is a reasonable estimate of damages that DM would incur if Client were to terminate the Agreement prior to the expiration of the full term.
• b. 30-day cancellation notice  – A 30-day notice of cancellation, in writing, delivered to the non-cancelling party is required to cancel or terminate this Agreement. This allows time to export files and data to Client and wind down other matters.
• c. Termination of Use  - Notwithstanding anything in this Agreement to the contrary, Client agrees that DM may, at our sole discretion, suspend or terminate Client’s access to all or part of DM’s website, information, resources, services, products, and tools DM provides (collectively, “Resources”) with or without notice and for any reason, including, without limitation, breach of this Agreement. Any suspected illegal, fraudulent or abusive activity by Client may be grounds for terminating this Agreement and may be referred to appropriate law enforcement authorities. If this Agreement is terminated, Client’s right to use the Resources we provide will cease, and DM reserves the right to remove or delete any information that Client may have on file with us, including any account or login information. Notwithstanding anything in this Agreement to the contrary, if this Agreement is terminated based on, in DM’s reasonable discretion, Client’s negligence, misconduct, default or breach of this Agreement, or suspected or actual illegal activity, Client shall immediately owe and pay to DM an amount equal to the Cancellation Fee.
• d. Cancellation and Refund Policy  - Client has three (3) days from the date of initial enrollment to determine the products and/or services provided by DM or to be provided by DM do not meet Client’s needs. The Client must notify DM in writing within three (3) days from the date of initial enrollment that Client wishes to terminate this Agreement to purchase products and/or services provided hereunder and receive a refund of the corresponding fee paid by Client (notwithstanding the Cancellation Fee stated above). All sales are final after such 3-day period.
• e. Cancellation after 3 days but before 2nd billing date  - In the event the Client decides to cancel after the 3 day-period in Section V.d above, but before the 2nd billing date (as reasonably determined by DM), Client understands there is a great amount of time and effort to building their package. Therefore, the 1st months’ payment and the setup fee shall not be refunded (in addition to payment to DM of the Cancellation Fee). If the Client is permitted to pay the set-up fee (as stated in the Service Agreement) in installments, the remaining balance is due upon cancellation (in addition to payment to DM of the Cancellation Fee).
• f. Financed Set Up Fees  – in an effort to lower the upfront costs of services, DM may allow Clients to pay the set-up fees over specific amounts of time in installments, which will be written on the 1st page of this contract (the Service Agreement). Should the Client cancel services or this Agreement at any time or this Agreement is terminated based on, in DM’s reasonable discretion, Client’s negligence, misconduct, default or breach of this Agreement, or suspected or actual illegal activity, any remaining balance owed for the set-up fee will be charged in full upon such cancellation or termination.

VI. Payment Terms

Billing cycles begin on the day this Agreement is mutually signed, but the regular occurring billing date may be moved by DM to date of the onboarding call or any other date DM determines is best for DM. DM will use commercially reasonable efforts to have the monthly billing date be the same date each month. Payment is due in advance of the services to be provided in the upcoming month (or billing period) within five (5) days of receipt of the bill. Payments not timely received may be sent by DM to collections at any time. Non-payment may result in a cease of services. Upon 30 days of nonpayment DM reserves the right to shut down any website built, revised or otherwise created pursuant to this Agreement.

VII. Privacy Policy

Your privacy is very important to us, which is why DM created a separate Privacy Policy in order to explain in detail how DM collects, manages, processes, secures, and stores your private information. DM’s privacy policy is included under the scope of this User Agreement. To read our privacy policy in its entirety, please visit DM’s website at dispensemarketing.com

VIII. Limitation of Warranties

By using tools, platforms, or services offered through DM and/or DM’s website, you understand and agree that all Resources we provide are "as is" and "as available". This means that DM does not represent or warrant to you that:

• a.  The use of our Resources will meet your needs or requirements.
• b.  The use of our Resources will be uninterrupted, timely, secure, or free from errors.
• c.  The information obtained by using our Resources will be accurate or reliable, and
• d.  Any defects in the operation or functionality of any Resources DM provides will be repaired or corrected.
• e.  Any content downloaded or otherwise obtained through the use of our Resources is done at your own discretion and risk, and that you are solely responsible for any damage to your computer or other devices for any loss of data that may result from the download of such content.
• f.  No information or advice, whether expressed, implied, oral or written, obtained by you from DM or through any Resources DM provides shall create any warranty, guarantee, or conditions of any kind, except for those expressly outlined in this User Agreement.

IX. Indemnification

You agree to indemnify and hold harmless DM and Affiliates, and their directors, officers, managers, employees, donors, agents, and licensors, from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of the User Agreement (including any agreements incorporated by reference such as The Digital Packages, Privacy Policy and the Client Commitment Statement) or the failure to fulfill any obligations relating to your account incurred by you or any other person using your account. DM reserves the right to take over the exclusive defense of any claim for which DM is entitled to indemnification under this User Agreement. In such event, you shall provide us with such cooperation as is reasonably requested by Client.

X. Limitation of Liability

In conjunction with the Limitation of Warranties as explained above, you expressly understand and agree that any claim against DM shall be limited to the amount you paid DM, if any, for use of DM products and/or services. DM and Affiliates will not be liable for any direct, indirect, incidental, consequential or exemplary loss which may be incurred by you as a result of using DM’s Resources, or as a result of any changes, data loss or corruption, cancellation, loss of access, or downtime to the full extent that applicable limitation of liability laws apply.

XI. Intellectual Property

All content and materials available on dispensemarketing.com and Affiliate sites, including but not limited to text, graphics, website name, code, images and logos are the intellectual property of DM and Affiliates, and are protected by applicable copyright and trademark law. Any inappropriate use, including but not limited to the reproduction, distribution, display or transmission of any content on this site is strictly prohibited, unless specifically authorized by DM. Client does not own any work product built, formed, created or otherwise unless Client has timely paid for all services of DM, instead, all such work product shall be the property of DM.

XII. General Provisions

• a. No Joint Venture  - This Agreement will not create a joint venture, partnership or other formal business relationship or entity of any kind, or an obligation to form any such relationship or entity. Each Party will act as an independent Party and not as an agent of the other Party for any purpose, and neither will have the authority to bind the other.
• b. Governing Law  - All questions concerning the construction, validity, enforcement and interpretation of the Agreement will be governed by and construed and enforced in accordance with the laws of the State of Wyoming, without regard to the principles of conflicts of law that would require or permit the application of the laws of any other jurisdiction. The parties hereby waive all rights to a trial by jury. If either party will commence an action or proceeding to enforce any provisions of the Agreement, then the action shall be filed in the county of Sheridan, Wyoming (and each party consents to such venue) and the prevailing party in such action or proceeding will be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses reasonably incurred in connection with the investigation, preparation and prosecution of such action or proceeding.
• c. Authority  - Each Party to the Agreement hereby represents and warrants that the person(s) executing the Agreement on its behalf has full authority and power to execute and enter into the Agreement and that it shall be binding upon execution and delivery.
• d. Waiver  - Waiver of any breach of the Agreement shall not be a waiver of any subsequent breach nor shall it be a waiver of the underlying obligation.
• e. Severability  - The invalidity or unenforceability of any provision of the Agreement shall not affect the validity or enforceability of any other provision of the Agreement, which shall remain in full force and effect.
• f. Amendments  – Unless otherwise permitted by this Agreement, all amendments to Agreement must be in writing and signed by the Party to be bound.
• g. Counterparts  - This Agreement may be executed in counterparts and transmitted via facsimile or electronic document format, a copy of which shall constitute an original. The parties agree that this Agreement may be electronically executed (including scanned signatures or DocuSigned signatures) and such signatures shall constitute as original.
• h. Integration - This Agreement contains the entire agreement and understanding of the Parties, and supersedes all prior and contemporaneous agreements, term sheet, letters, discussions, communications and understandings, both oral and written, which the Parties acknowledge have been merged into the Agreement. No Party, representative, attorney or agent has relied upon any collateral contract, agreement, assurance, promise, understanding or representation not expressly set forth herein. The Parties hereby expressly waive all rights and remedies, at law and in equity, directly or indirectly arising out of our relating to, or which may arise as a result of, any person’s reliance on any such assurance outside this written Agreement.