By clicking through and accepting the proposal page of this Agreement (the “Proposal Page”), Customer is consenting and accepting terms and conditions of the Agreement (Terms and Conditions). The Proposal Page and this Services Agreement collectively constitute this Agreement. This Services Agreement (“Agreement”) is entered into as of the acceptance date and effective as of the Effective Date noted on the Proposal Page (if different from the date of execution) by and between Social Wealth Partners, hereinafter referred to as (“Company”, “we”, “us”, and other similar pronouns) and Customer. 

If the Terms and Conditions are updated, the Customer will be required to consent to an updated Agreement, which the Company will provide to the Customer for electronic consent. If, after the updated Agreement is provided to the Customer for electronic consent and the Customer has not provided such consent, the Customer continues to use the Company’s Services, the Customer will be deemed to have electronically consented to the new terms and conditions of the updated Agreement. In such case, Customer’s acquiescence will act as Customer’s electronic signature.

The Customer acknowledges and agrees that under penalty and perjury the Customer who receives the Proposal Page has the authority to sign and accurately represents who they are.  If, after receiving the Proposal Page, the Customer requests the Company’s Services, the Customer will be deemed to have electronically consented to this Agreement.

SERVICES AGREEMENT
The following will be defined terms for this Agreement. Any definitions used in this Agreement shall apply to the Exhibits attached to this Agreement, and the Exhibits may also be used as a source of definitions. The defined terms set forth below provide further definitions or references used in the remainder of this Agreement.
a. “Company” refers to Social Wealth Partners, a division of Social Wealth Investment Management Corp, a Texas Corporation;
b. “End Users” or “End User” refers to persons or entities who are potential buyers or users of Customer’s Product. End Users refer to the target population the Team will be designing, creating, building, improving, marketing and/or advertising Customer’s Product to based on the Customer’s input to Company;
c. “Product” means the project, programs, goods or services the Customer desires to create and/or has created and is trying to design, develop, market, promote, operate, grow, or sell;
d. “Team” means a Company employee or contractor who will provide Services under the Company’s direction;
e. “Training” refers to training Customer must provide the Company regarding the Product including, but not limited to, the Product’s highest, best, and intended use; and intended End Users;
f. “Standard Operations Training” refers to training Customer must provide the Company and its Teams regarding the Customer’s business operations, production or service methodologies relating to the Product, End User Care (defined in the Agreement) operations, and the Customer’s expectations;
g. “Service,” “Services,” or “Work” means the work performed by the Company. Service is meant to include any strategic advisory, operations management, program design, development and support services, talent recruitment, business development, traditional management, fund raising, consulting services and direct support to End Users;
h. “Proposal Page” or “Proposal” means any written or oral communication of Services by Company as provided to Customer and/or Customer request for Work from Company for consideration of a Service Fee.
i. “Service Fee” means the payment paid from the Customer to the Company for the Company’s Services, which may consist of an ongoing Service Fee, Deferred Compensation, Minimum Annual Fee, Monthly Retainer, Hourly Rate and/or Customer Review Fee, all as set forth below and on the Proposal Page.
Customer makes or provides the Product for social impact, but lacks or can’t afford a skilled workforce. Company has access to skilled professionals and will provide Teams to strategically advise, design, plan, implement, market, promote, support and/or develop Customer’s Product to End Users subject to the Terms and Conditions. 
Customer has agreed to hire and purchase the Company’s services and to pay Company the Service Fee. Company has agreed to provide Services from the Effective Date forward. By Customer’s electronic signature above, Customer represents and warrants that: Customer has read and agrees to all terms of this Agreement; Customer has full authority to enter into this Agreement and does so of Customer’s own free will; Customer has the right to design, develop, promote, market, and sell Product and gives Company the authority to do the same; and the Customer Representative named below has full authority to execute this Services Agreement on behalf of the Customer.

TERMS AND CONDITIONS
In consideration of the mutual covenants, agreements, stipulations, and representations contained herein, and such other good and valuable consideration, the receipt and sufficiency of which are hereby confessed and acknowledged, the Parties hereto agree as follows:

I. Primary Terms.a. Services provided by the Company.i. The Company will conduct a Customer Review, additionally defined below.ii. The Company will perform the Work and provide Team at such times and in such numbers as Company, in its sole discretion, considers necessary to perform the Work.iii. The Proposal Date is the Company’s good faith estimate of the date that the Work should commence. It is, however, subject to fluctuation based on matters of Force Majeure, delayed Customer Review, and other factors outside Company’s control. Customer understands that this is an estimated date of Work commencement and is subject to permissible delays as set forth.iv. Most projects, programs and Products do not require separate descriptions of the Work beyond basic information provided by Customer regarding its Product and intended End User. To the extent required for larger or more complex projects, a Scope of Work agreed to by Customer and Company – if any - shall be described in further detail by the attachment of an Exhibit “A” to this Agreement, entitled “Scope of Work”, duly executed and approved by Customer and Company (bearing evidence of the date of final approval along with the signatures of both Company and Customer). If there is a conflict between the Scope of Work and this Agreement, this Agreement shall control.v. Company solely manages, controls, and directs the Teams. Customer shall not issue directives or instructions to the Teams. Rather, Customer will communicate instructions and requests directly to the Company’s Representative set forth on the Proposal Page of this Agreement.vi. Company may rely on the Customer’s Representative named on the Proposal Page (or his or her successor) as if he or she is the Customer. Customer’s Representative is fully vested with authority to interpret any Scope of Work, and to request information relating to the Work. Customer’s Representative further has the authority to administer this Agreement, make any Work decisions for Customer, and is the primary authority for issues of compliance with the any Work performed. Company is entitled to rely upon any responses or directives issued by the Customer’s Representative or any successor to the Customer’s Representative.b. Customer Responsibilities and Company Designs.i. Customer acknowledges and understands that Training may be required with Customer founders, officers, directors, engineers, architects, tech staff, information technology staff, developers and other key Customer employees and personnel identified by Company (“Key Personnel”) for details on the Product’s use, limits and restrictions and the Customer’s operations before the Work may commence AND during Company’s performance of the Work. Customer agrees to make such personnel available to Company at Company’s request for information sessions with Company and, where the Company, in its sole discretion, deems it convenient or necessary to pitch or close a sale of Product.ii. Customer agrees not to unreasonably delay or unreasonably interfere with the Company in the execution of the Work.iii. Customer agrees to provide Company and its Teams with Training during the Customer Review and on an as requested basis during the Work.iv. Customer is solely responsible for the performance of any Product and any post-design End User customer care, warranty, service, and other matters (“End User Care”).v. Customer agrees to secure, obtain, and maintain all necessary intellectual property rights, licenses, permits, and any authorizations from governmental authorities as required to complete the Work or which may be convenient to the performance of the Work. Customer is solely responsible for paying for such authorizations or rights.vi. If Customer is supplying Company with Product documents, sales materials, designs, specifications, information and plans originating from Customer or Customer’s professionals, team, engineers, agents, or tech personnel, Customer acknowledges and agrees that Company cannot be accountable for any negligence in the creation, origination, or procurement of those materials for the Product or any presentation materials Company develops from those materials. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, CUSTOMER THEREFORE AGREES TO HOLD COMPANY HARMLESS FROM AND FULLY INDEMNIFY COMPANY AGAINST ANY CLAIMS OR CAUSES OF ACTION ARISING FROM SUCH CUSTOMER-SUPPLIED MATERIALS REGARDING THE PRODUCT, INCLUDING BUT NOT LIMITED TO CLAIMS FOR VIOLATIONS OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.vii. Customer is solely responsible for all documents (and the contents of those documents), materials, the Product itself, and other items used by Teams to develop the Product.viii. Customer certifies that Customer owns or lawfully possesses all rights to use any marks used in any materials provided to the Company or Teams. Company will rely on the representations Customer makes or certifies. Customer will pay any royalties and licensing fees and will hold Company harmless from and against Company’s use of patented, trademarked, or copyrighted material in the Work.ix. Unless otherwise specified herein, Company’s materials created by or for Company constitute the intellectual property of Company and may not be copied or reproduced, completely or substantially, absent Company’s express written approval.c. Customer Review.i. Before Work commencement, the Company will conduct due diligence (“Customer Review”). During the Customer Review stage:1. the Customer must provide Company with, and the Company will evaluate, the Product itself and necessary information that impacts the Service;2. the Customer must supply the Company with information of the Customer’s business model, team, Product, terms and statistics regarding current and past operational information;3. the Customer must permit the Company and Teams to have access Key Personnel by phone, email, and/or in person;4. the Customer must provide initial information on proposed End Users;5. the Company will provide initial feedback on the Product and Services; and6. the Company will conduct its due diligence and review of the following criteria:a. Credible management team with clearly understood business model,b. Minimum viable Product intended and/or ready for End Users,c. Commitment to Product growth and viable market, and d. Social impact value appreciation.ii. Work will commence only after a Customer Review has been completed. The Company may, in its sole discretion, decline Work commencement after the Customer Review. If Company declines Work commencement based on the Customer Review, this Agreement shall automatically terminate and Customer will not owe Company a Service Fee.iii. If the Company proceeds with Work commencement by Notice to the Customer, then Customer will pay Company the Customer Review Fee in addition to the Service Fee.d. Service Fee.i. Customer agrees to pay Company, or cause to be paid to Company, the Service Fee stipulated in the Proposal Page and all invoices in the manner set forth.ii. Progress payments by Customer under this Agreement to Company constitutes a waiver of all claims against Company regarding the Work under this Agreement for each period in which the Work was performed.iii. A Customer Review Fee will be due and payable with the last payment of any Service Fee due under this Agreement.e. Service Fee Savings Clause.i. If the Company fails to meet any calendar targets for Services, then notwithstanding any provision of this Agreement to the contrary, Customer shall nonetheless pay Company a reduced Service Fee based on the percentage of the Services completed for a fiscal year.f. Customer Representations and Warranties.i. Customer warrants and represents to Company that:1. Customer owns the Product and all necessary rights associated with the Product to develop, offer and provide the Product;2. the Customer is currently in operations and or will be by the Proposal Date;3. the information the Customer has provided and will provide the Company and the Teams is true and correct; and4. the Customer is capable of providing the Product in levels of, and of consistent quality, to allow Services to be successful.g. Changes to the Work or Scope of Work.i. Any changes to the Work or Scope of Work after the execution of this Agreement or a change in the Work due to Customer’s error or inconsistency shall constitute a Change. Company shall not be required to execute an amendment to this Agreement, modified Agreement, or new or adjusted Scope of Work outlining the Change and any increases in the cost of the Service Fee arising from the Change will simply be invoiced as Work completed.ii. Delays in performance of the Work arising from Force Majeure or Customer Review shall constitute an automatically approved Change for the purposes of extending Company’s time for performance.iii. Any act, error, or omission by Customer or Customer’s Representative which increases the cost of completing the Work shall constitute an automatically approved Change.h. Indemnity.i. CUSTOMER AND COMPANY AGREE TO INDEMNIFY AND HOLD ONE AND ANOTHER HARMLESS FROM AND AGAINST ANY LOSSES OR CLAIMS ARISING FROM THE WORK CAUSED BY THE OTHER PARTY’S NEGLIGENCE OR GROSS NEGLIGENCE. THIS INCLUDES BUT IS NOT LIMITED TO CLAIMS FOR DEATH, BODILY INJURY OR PROPERTY DAMAGE, TRADEMARK INFRINGEMENT, AND ANY RESULTING ATTORNEY’S FEES OR COSTS.i. Work Stoppage.i. Company shall have the right to cease Work if Customer does not timely pay invoice sums when due.II. Default and Termination.a. Bankruptcy.i. Customer will be in default of this Agreement if Customer files a voluntary petition in bankruptcy, makes an assignment for the benefit of any creditor, is adjudicated a bankrupt or insolvent, or applies for and consents to the appointment of a receiver, trustee or liquidator of all or a substantial part of the Customer’s assets.b. Termination.i. Unless otherwise terminated as set forth, this Agreement shall commence as of the Effective Date and continue for one (1) year thereafter. This Agreement shall automatically renew for additional one (1) year terms.ii. Except as set forth for a shorter termination period, either Party may, on thirty (30) days written notice of an alleged breach of this Agreement with an opportunity to cure, terminate this Agreement if the other Party remains in breach of this Agreement after the expiration of the thirty (30) day cure period.iii. Company may terminate this Agreement on one (1) days notice to the Customer without an opportunity to cure if:1. Customer provides Company with inaccurate information regarding its Product, makes misrepresentations to Company regarding the Product, or makes false OR inaccurate representations regarding other matters affecting the Company’s performance of Services;2. Customer’s representations made in this Agreement are untrue;3. Customer commits a crime or incurs a civil penalty through the offering of its Products or in raising funds for the Customer’s operations;4. Customer fails to provide Key Personnel recommended by Company for the presentation or closing of a Product sale;5. Customer fails to permit Teams or the Company Representative access to Key Personnel for Service purposes;6. Customer fails to provide satisfactory End User Care, in Company’s sole opinion; or7. Customer fails to fulfill Product delivery made by Company.iv. If this Agreement is terminated, Company will cease Services, but Company shall be entitled to payment for that portion of the Work that has been performed and all licensing fees owed by the Customer for Product created by Company will become immediately due upon termination of this Agreement.III. Miscellaneous.a. Force Majeure.i. Company’s delay in Work or failure to substantially complete the Work shall be excused where the delay or failure results from actions outside of Company’s reasonable control including but not limited to:1. Natural disasters or other disruptive events caused by nature or manmade events including but not limited to hurricanes, tornados, greater than average/excessive rainfall, flood, drought, and/or fire (this includes unexpectedly large amounts of rain that makes the Service impractical or impossible);2. “Acts of God”;3. Acts of terrorism or war (whether war is declared or undeclared);4. Insurrection, riots, or strike;5. Unavailability of, delays in production of, or shortages in the supply of, materials or labor;6. Legal prohibition, embargo, government action, or government inaction (including but not limited to delays in clearance from governing authorities of any kind);7. Customer’s failure to timely provide Training;8. Customer’s request for changes to the Work;9. Customer’s failure to timely pay Company; and/or10. Other acts and omissions by Customer or Customer’s Representative.b. Complete Agreement.i. This Agreement constitutes and contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior oral or written agreements.c. Authority; Review.i. Each party hereto represents that it has the requisite authority to enter into this Agreement.ii. Each party hereto represents that it has carefully read and fully understands the terms, conditions, meaning and intent of this Agreement, and that each party has had an opportunity to discuss the terms, conditions and provisions with legal counsel prior to the execution hereof. Each party specifically hereby acknowledges receipt of a copy of this Agreement before signing it and understands that each and every provision of this Agreement is contractual, legally binding, and not merely recitals.i. Each party agrees that it is executing this Agreement as his or her own voluntary act and deed, and represents that such execution was not the result of any duress, coercion or undue influence upon any of them.d. Binding Effect.i. Except as otherwise provided in this Agreement, every covenant, term, and provision of the Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, personal representatives, legal representatives, successors, executors, administrators, partners, agents, transferees, and/or assigns.e. Construction of Terms.i. Ambiguous terms in this Agreement shall be interpreted fairly and not strictly for or against either Party.f. Further Actions.i. Each Party hereto agrees to perform all further acts and execute, acknowledge and deliver any documents that may be reasonably necessary, appropriate or desirable to carry out the provisions and intent of this Agreement.g. Governing Law.i. The laws of the State of Texas shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties hereunder.h. Dispute Resolution and Forum Selection.i. This Agreement and the legal relations between the Parties shall be governed by and construed in accordance with the laws of the State of Texas.ii. In the event of a dispute between the parties, the parties agree to submit themselves to a court of appropriate jurisdiction in Bexar County, Texas. The Parties hereto agree that venue will be proper in Bexar County, Texas and that said location and venue selection will not constitute an undue burden on any Party or be materially unfair, and further agree to waive any right to contest this selection of venue. If the preceding venue selection is held invalid, the parties hereto agree to resolve any disputes arising under this agreement in a court of applicable jurisdiction and venue in Texas.i. Severability. i. If one or more provisions of this Agreement are held to be unenforceable under applicable law, then: 1) such provision shall be excluded from this Agreement; 2) the balance of the Agreement shall be interpreted as if such provision were so excluded; and 3) the balance of the Agreement shall be enforceable in accordance with its terms.j. Modifications and Amendments.i. No modifications of or amendments to this Agreement shall be valid unless such modification or amendment is in writing and signed by the Parties hereto.k. Assignability.i. Customer may not assign any rights under this Agreement absent the express written approval of Company.l. Effective Date.i. This Agreement becomes effective as of the date that the last Party executes the Agreement.m. Notice.i. Any notice, demand, or communication required or permitted to be given by any provision of this Agreement shall be in writing and shall be deemed to have been delivered, given and received for all purposes if:1. sent by electronic mail to the addresses shown on the Proposal Page with read receipt requested;2. delivered personally to the Party to whom the same is directed (with reasonable proof of personal delivery such as via executed acknowledgement of personal delivery or delivery by courier service); or3. sent by United States Registered or Certified Mail, postage and charges prepaid, or Federal Express, United Parcel Service, or other similar delivery service offering reasonable proof of delivery, addressed to the Party’s address set forth on the Signature Page of this Agreement or to such other address as the Party to be given notice has previously provided Notice of via a written “Notice of Change of Address”.ii. In the event any such notice is refused or declined by the addressee for any reason whatsoever, then the date of such refusal shall be deemed the date of receipt of such notice by the addressee.n. Execution in Counterpart.i. This Agreement may be executed in any number of counterparts, each of which shall be taken to be an original.IV. Legal Disclaimers. All reference to “you” below are referring to the Customer in this Agreement.1. No Warranty.a. ALL WARRANTIES REGARDING THE SERVICES, WHETHER IMPLIED OR EXPLICIT, ARE EXPRESSLY DISCLAIMED.