MANAGED SOCIAL MEDIA AGREEMENT


This Managed Social Media Agreement (the “Agreement”) is made as of the date set forth below by and between ProsperFi, LLC, a Utah LLC (the “Company”) and purchasing user (the “Client”) (collectively referred to as the “Parties”).


WHEREAS, The Client seeks to engage the Company as an independent contractor to provide the Managed Social Media Services described herein, and Company seeks to provide their Services according to the terms and conditions of this Agreement.


TERM


This Agreement will become effective starting on the purchase date and continue for 1 month. After the initial 1-month period, this Agreement will automatically renew for successive 1-month periods unless cancelled in writing by the Company or the Client.


CLIENT REPRESENTATIONS


Client represents that: (1) he is not a party to any agreement that would prohibit him from entering into this Agreement with the Company; (2) no trade secret or proprietary information belonging to Client’s previous employers, contractors, or associates will be disclosed by him/her to the Company; (3) Client has brought to the Company’s attention any and all matters that could impact this Agreement; and (4) Client has obtained any and all requisite permissions, licenses, and/or approvals to post, publish, or otherwise distribute via social media the information, materials and content provided to the Company for the purposes of this Agreement.


CONFIDENTIAL INFORMATION


The Company agrees to maintain in confidence all business information, proprietary information, trade secrets, and any other information that the Client holds as confidential. Company further agrees not to disclose to anyone, for any reason, confidential or personal information that relates to the Client’s employees, staff, clients or other business contacts other than


as may be required by law. The Company agrees that all confidential information, business information, proprietary information, trade secrets, and other forms of sensitive Client information will be used solely for the benefit of the Client, and not for personal use, nor the benefit of any other third party.


INDEMNIFICATION


Client agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, subcontractors, agents, and their respective successors, heirs and assigns (the “Indemnitees”), against any claim, liability, cost, damage, deficiency, loss, expense or obligation of any kind, including attorneys fees and other costs of litigation, incurred by the Indemnitees in connection with any claims, suits, actions, demands, or judgments arising out of this Agreement including, but not limited to, actions in the form of intellectual property infringement, tort, warranty, negligence, or strict liability.


ENTIRE AGREEMENT


This Agreement is the entire agreement regarding the terms and conditions of the Company’s engagement. Accordingly, it supersedes and replaces any prior oral or written communications.


GOVERNING LAW


This Agreement and the rights and obligations of the Parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Utah without giving effect to principles of conflicts of law. The Parties agree that any disputes regarding this Agreement shall be subject to exclusive jurisdiction in the State of Utah.

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