COPY CORP GLOBAL SERVICE AGREEMENT - Diamond Success

1. SCOPE OF SERVICES

Copy Corp Global provides:

• Review and optimisation recommendations for up to five (5) active advertisements per billing cycle across Facebook, Instagram, Google and TikTok

• Technical and strategic evaluation of campaign structure, targeting, bidding, and performance

• Monthly reporting and performance analysis unless otherwise agreed in writing

• Technical optimisation of the selected advertisements

Unless explicitly stated in writing, this service does not include the creation of advertising copy, creative assets, landing pages, websites, or additional production services. These may be provided upon request for additional fees.

2. PAYMENT TERMS

Monthly Fee:

$250.00 USD per month, in addition to 10% of the total amount spent as ad budget across the advertisements managed by Copy Corp Global, calculated separately.

Client shall pay all fees monthly in advance with the exception of the 10% ad spend which will be calculated by Copy Corp Global at the end of each billing period and invoiced separately. Late payments accrue interest at 1.5% per month. Copy Corp Global may suspend services after 10 days' notice of arrears.

ADDITIONAL TERMS

3. INTELLECTUAL PROPERTY RIGHTS

3.1 Retained Rights.

Each party will retain all right, title, and interest in and to its own Pre‐Existing Intellectual Property irrespective of any disclosure of such Pre‐Existing Intellectual Property to the other party, subject to any licenses granted herein. Copy Corp Global retains a non-exclusive, royalty-free license to use anonymized Deliverables for marketing/portfolio purposes.

3.2 Pre‐Existing Intellectual Property.

a. Copy Corp Global will not use any Copy Corp Global or third party Pre‐Existing Intellectual Property in connection with this Contract unless Copy Corp Global has the right to use it for Client’s benefit. If Copy Corp Global is not the owner of such Pre‐Existing Intellectual Property, Copy Corp Global will obtain from the owner any rights as are necessary to enable Copy Corp Global to comply with this Contract.

b. Client grants Copy Corp Global a non‐exclusive, royalty‐free, worldwide, perpetual and irrevocable license and third party Pre‐Existing Intellectual Property, to the extent such Pre‐Existing Intellectual Property is incorporated into any Deliverable, with the license including the right to make, have made, sell, use, reproduce, modify, adapt, display, distribute, make other versions of and disclose the property and to sublicense others to do these things. Client shall indemnify Copy Corp Global against any claims arising from materials or information provided by Client.

c. Copy Corp Global will not incorporate any materials from a third party, including Open Source or freeware, into any Deliverable unless:

(i) Copy Corp Global clearly identifies the specific elements of the Deliverable to contain third party materials,

(ii) Copy Corp Global identifies the corresponding third party licenses and any restrictions on use thereof. Copy Corp Global represents, warrants and covenants that Copy Corp Global has complied and shall continue to comply with all third party licenses (including all open source licenses) associated with any software components that will be included in the Deliverables or any other materials supplied by Copy Corp Global. Copy Corp Global shall indemnify Client against any losses and liability incurred by Client due to failure of Copy Corp Global to meet any of the requirements in any of the third party licenses. Client agrees that where damages may apply, that claimable damages against Copy Corp Global will not exceed $250.00 USD.

3.3 Ownership of Deliverables.

Subject to Copy Corp Global and third party rights in Pre‐Existing Intellectual Property, all Deliverables, whether complete or in progress, shall belong to Client, and Copy Corp Global hereby assigns such rights to Client. Copy Corp Global agrees that Client will own all patents, inventor’s certificates, utility models or other rights, copyrights or trade secrets covering the Deliverables.

3.4 No Rights to Client Intellectual Property.

Except for the limited license to use materials provided by Client as may be necessary in order for Copy Corp Global to perform Services under this Contract, Copy Corp Global is granted no right, title, or interest in any Client Intellectual Property.

4. CONFLICT OF INTEREST

4.1 Copy Corp Global represents that its execution and performance of this Contract does not conflict with or breach any contractual, fiduciary or other duty or obligation to which Copy Corp Global is bound. Copy Corp Global does not make any guarantee that it shall not accept any work from Client or work from any other business organizations or entities which would create an actual or potential conflict of interest for Copy Corp Global or which is detrimental to Client’ business interests.

5. TERMINATION

5.1 Rights to Terminate.

a. Client may terminate this Contract and/or an individual project upon providing written notice to Copy Corp Global. Upon providing notification of intent to terminate, termination of this agreement will take effect after the completion of the subsequent billing period (see payment details above).

b. Copy Corp Global may terminate this Contract upon 1 billing period (each billing period being one month from the date of last payment, otherwise considered to be 30 days), with written notice.

c. Client may terminate this Contract and/or any open projects immediately for cause if Copy Corp Global fails to perform any of its obligations under this Contract or if Copy Corp Global breaches any of the warranties provided herein and fails to correct such failure or breach to Client’ reasonable satisfaction within ten (10) calendar days (unless extended by Client) following notice by Client. Client shall be entitled to seek and obtain all remedies available to it in law or in equity.

d. Copy Corp Global may terminate this contract and/or any open projects immediately for cause if Client falls 10 days into arrears for payment and the client fails to correct such a failure within a period agreed to with Copy Corp Global, or if an agreement can not be reached. Copy Corp Global reserves the right to cease work on deliverables during any period of payment arrears.

5.2 Upon termination of any project or work given Copy Corp Global hereunder, Copy Corp Global will immediately provide Client with any and all work in progress or completed prior to the termination date.

5.3 Upon termination or expiration of this Contract or a project performed by Copy Corp Global hereunder, whichever occurs first, Copy Corp Global shall promptly return to Client all materials and or tools provided by Client under this Contract.

5.4 Any provision or clause in this Contract that, by its language or context, implies its survival shall survive any termination or expiration of this Contract.

6. WARRANTIES

Copy Corp Global warrants that:

6.1 To the best of Copy Corp Global’s knowledge, the Services and Deliverables are original and do not infringe upon any third party’s patents, trademarks, trade secrets, copyrights or other proprietary rights,

6.2 the Deliverables Copy Corp Global provides to Client are of acceptable quality free from unreasonable defects in material and workmanship and will meet reasonable requirements and conform with any reasonable specifications agreed between the parties,

6.3 it has all necessary permits and is authorized to do business in all jurisdictions where Services are to be performed,

6.4 it will reasonably comply with all applicable federal and other jurisdictional laws in performing the Services,

6.5 it has all rights to enter into this Contract and there are no impediments to Copy Corp Global’s execution of this Contract or Copy Corp Global’s performance of Services hereunder.

6.6 No Guaranteed Outcomes

While Copy Corp Global applies professional expertise and best practices, the Client acknowledges that advertising performance is influenced by market conditions, competition, product quality, pricing, and external factors beyond Copy Corp Global’s control. As such, no specific financial outcomes or performance guarantees are provided.

7. INSPECTION AND ACCEPTANCE

7.1 Non-Conforming Services and Deliverables.

If any of the Services performed or Deliverables delivered do not materially conform to specified requirements, Client may request Copy Corp Global to perform the Services again twice within a billing period, in writing, detailing the areas of concern. If the request is deemed reasonable by Copy Corp Global, Copy Corp Global shall undertake the rectifications deemed reasonable. When the defects in Services and/or Deliverables cannot be corrected by re-performance, Client may terminate the contract according to the terms of Section 5.

8. MISCELLANEOUS

8.1 Assignment. Neither Party shall assign any rights of this Contract or any other written instrument related to Services and/or Deliverables provided under this Contract, and no assignment shall be binding without the prior written consent of the other party. Subject to the foregoing, this Contract will be binding upon the Parties’ heirs, executors, successors and assigns.

8.2 Governing Law. The Parties shall make a good-faith effort to amicably settle by mutual agreement any dispute that may arise between them under this Contract. The foregoing requirement will not preclude either Party from seeking injunctive relief as it deems necessary to protect its own interests. This Contract will be construed and enforced in accordance with the laws of New South Wales, Australia, excluding its choice of law rules.

8.3 Severability. The Parties recognize the uncertainty of the law with respect to certain provisions of this Contract and expressly stipulate that this Contract will be construed in a manner that renders its provisions valid and enforceable to the maximum extent possible under applicable law. To the extent that any provisions of this Contract are determined by a court of competent jurisdiction to be invalid or unenforceable, such provisions will be deleted from this Contract or modified so as to make them enforceable and the validity and enforceability of the remainder of such provisions and of this Contract will be unaffected.

8.4 Independent Contractor. Nothing contained in this Contract shall create an employer and employee relationship, a master and servant relationship, or a principal and agent relationship between Copy Corp Global and Client. Client and Copy Corp Global agree that Copy Corp Global is, and at all times during this Contract shall remain, an independent contractor.

8.5 Force Majeure. Neither Party shall be liable for any failure to perform under this Contract when such failure is due to causes beyond that Party’s reasonable control, including, but not limited to, acts of state or governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquakes, accident, and prolonged shortage of energy. In the event of such delay the date of delivery or time for completion will be extended by a period of time reasonably necessary by both Copy Corp Global and Client. If the delay remains in effect for a period in excess of thirty days, Client or Copy Corp Global may terminate this Contract immediately upon written notice to the other party.

8.6 Limitation of Liability

To the maximum extent permitted by law (including Australian Consumer Law), Copy Corp Global's total aggregate liability arising out of or in connection with this Contract (whether in contract, tort (including negligence), statute, or otherwise) shall not exceed the total fees paid by Client to Copy Corp Global in the month preceding the event giving rise to the claim. Neither party shall be liable for any indirect, consequential, special, incidental, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunities, even if advised of the possibility. This clause does not limit liability for fraud, wilful misconduct, or breaches of confidentiality. This clause survives termination.

8.7 Confidentiality

Each party agrees to keep the other party's Confidential Information secret and not disclose it except as necessary for the Services. This includes anonymized use by Copy Corp Global for portfolio purposes (as per 3.1). Obligations survive termination for 2 years (or indefinitely for trade secrets).

8.8 Entire Contract. This document and all attached or incorporated documents contains the entire agreement between the Parties and supersedes any previous understanding, commitments or agreements, oral or written. Further, this Contract may not be modified, changed, or otherwise altered in any respect except by a written agreement signed by both Parties.

FOR WRITTEN COMMUNICATIONS

Please email:

Jared@CopyCorpGlobal.com