This Professional Services Agreement (“Agreement”) is effective as of the date of Execution on the Statement of Work between Client and Grow Smart Marketing Agency, LLC (“Agency”), having a place of business at 2295 Towne Lake Pkwy Suite 116-170, Woodstock, GA 30189.

1. Engagement. Client wishes to retain Agency on a project-by-project basis to perform certain professional marketing and advertising services in accordance with the Statement of Work below. (collectively, “Services”).

2. Client is engaging Agency to provide Facebook and/or Google advertising services. Client has engaged Agency to create, post and manage a Facebook and/or Google advertising campaign on Client’s behalf. Client authorized Agency to post and act on Client’s behalf and hereby provides access to the respective platforms. Client hereby authorizes Agency to the “ad spend” for each campaign.

3. Confidentiality. Each Party agrees to hold and maintain in confidence all Confidential Information of the other Party. Each Party further agrees not to disclose any Confidential Information of the other Party unless it is in furtherance of performing under this contract or required by law.

4. Term, Fees and Payment. This is a 90-day contract which will automatically convert to a month-to-month contract at the end of the Term. You can cancel the Agreement with 15 days written notice after the expiration of the initial 90-day Term. There are no refunds and if you cancel mid-cycle there are no per diem refunds. A one-time activation fee may be assessed.

5. Notices. All notices and consents sent under this Agreement shall be in writing and shall be sent to the parties’ respective addresses as indicated on the cover page of this Agreement, attention to the person completing the submission, and shall be deemed received on the date of receipt. This transaction is subject to our Terms of Service at www.growsmartmarketing.com.

6. Force Majeure. Agency will be excused from performance for any period during which, and to the extent that it or its subcontractor(s) is prevented from performing any obligation or service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence.

7. Governing Law. The interpretation of this Agreement shall be governed by the laws of the State of Georgia without regard to its conflict of laws principles. The parties agree that any dispute arising from or relating to the subject matter of this Agreement shall be governed by the exclusive jurisdiction and venue of the state and federal courts of Cobb County, Georgia.

8. Arbitration. Any dispute, question or difference arising between the parties to this Agreement in connection with this Agreement or otherwise shall be finally settled in accordance with Commercial Arbitration rules and regulations of the American Arbitration Association (“Association”). The parties hereby consent to arbitration to be held within Cobb County Georgia, and irrevocably agree that all actions or proceedings relating to this Agreement shall take place in the Cobb County Georgia, and waive any objections that they may have based on improper venue or forum non conveniens. The arbitrator(s)’ fees in connection with any such arbitration proceeding shall be shared equally among the parties hereto.

9. The Statement of Work is hereby incorporated by reference and the parties agree to be bound by the terms herein.

This SOW will continue for the initial 90-day term then on a month-to-month basis for the fee below per month until canceled by Client with 15-days written notice to Agency. The terms and conditions listed are hereby incorporated by reference.

Agency will post advertisements and manage a Facebook and/or Google advertising campaign on Client’s behalf. Client authorized Agency to post and act on Client’s behalf and hereby provides access to the respective platforms. Client hereby authorizes Agency to the “ad spend” for each campaign.

This includes the initial market research, planning, graphics, and advertising campaign building & setup.