Service Agreement

This Telesales Service Agreement (together with its Schedules and Exhibits this “Agreement”) is
between Media Wizards LLC, dba pmhoa.pro, a Delaware limited liability company (“Media Wizards”),
and _________________________________________________________________, a company
incorporated under the laws of __________________________, EIN nº ___________________, (the
“Client”).

Whereas:

The Client desires to retain Media Wizards to provide direct sales services with the intent of
building relationships with potential customers, and Media Wizards desires to provide such
services to the Client in exchange for an agreed and fixed price;

Each party has read, understood, negotiated and accepted all the terms and provisions of this
Agreement;

Accordingly, in consideration of the mutual promises stated in this Agreement, the parties agree as
follows:
1. Scope of Services

1.  Media Wizards shall provide direct sales services to the Client, with the sole intent of building
relationships with property management companies, homeowners associations and other businesses
as directed by the Client, all within the Client’s local service radius. The services might result in one
or more of the following:

a. Appointment Settings, in the form of either a bid/inspection/estimate or between key decision

makers and the Client;
b. Adding the Client to preferred vendor lists;
c. Bid Follow-Ups.

2. The Client hereby authorizes Media Wizards to promote, market and advertise the Client’s
company and services to perform the sales provided for in this Agreement.

3. The execution of the services consists of telesales by which Media Wizards will contact, via
phone calls, a network of companies and key decision makers, such as owners, presidents,
maintenance coordinators, facilities managers, etc., that might be of Client’s interest.

a. It is the Client’s sole responsibility to present a list to Media Wizards of all the contacts that the
Client does not want Media Wizards to contact.

4. In order to execute the telesales, Media Wizards will, at its best judgment and sole discretion,
perform the preceding steps:
 a. Lead Generation: which consists of researching and acquiring the direct contact information of
key decision-makers, such as owners, presidents, maintenance coordinators, facilities managers,
etc. at both property management companies and homeowners associations;

b. Email outreach: which consists of contacting the key decision makers via email to advance the
sales;

c. Marketing materials creation: which consists of creating landing pages, with images and text to
the extent necessary for this objective, and other marketing materials as necessary.

5. Media Wizards reserves the right of defining the best strategy, according to its best judgment and
expertise, to approach a key decision maker, as well as how long an effective phone call should last
in order to advance the sales.

6. The Client might require Media Wizards to make bid follow-ups by phone call. At the Client’s
request, by email, Media Wizards shall call the client who gave the initial bid opportunity to see if
he/she has made a decision.

a. The Client understands and agrees that in order to request bid follow-ups, the Client shall fill out
the bid details in Media Wizards’ shared spreadsheet.

2. Price & Terms of Payment

1. The Client shall pay compensation for the services to Media Wizards, according to the terms and
conditions set forth in Schedule A.

3. Representation & Warranties

1. Each party represents and warrants that it has the right and ability to enter into this Agreement and
that the agent who negotiates or executes this Agreement has the authority to bind to the obligations
and conditions set forth herein.

2. Under no circumstance the representations and warranties made in this Agreement by Media
Wizards shall be understood or interpreted as a guarantee that any of the services provided will be
successful in whole or in part to increase the Client’s contracts with its target businesses, or that the
leads sourced by Media Wizards will be profitable to Client, as it is Client’s sole responsibility to
negotiate its sales with its potential clients. Overall, the services provided by Media Wizards shall
create the opportunity for the Client to make the sale and, under no circumstances, will Media
Wizards be obligated to make bids, sales, or negotiate in any way the contracts between Client and
its potential clients.
 4. Limitation of Liability

1. EXCEPT AS PROVIDED HEREIN, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE

OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
UNLESS CAUSED BY THE GROSS NEGLIGENCE OF THE OFFENDING PARTY, AND WHETHER
OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

2. Neither party will, in any circumstance, be responsible for the other party’s costs or related
expenses in performing under this Agreement.

3. Indemnification. The Client shall defend, indemnify and hold Media Wizards, and its clients,
sister companies, parent companies, members, shareholders, officers, directors, agents, and
attorneys harmless from and against any and all losses, damages, liabilities, costs, and expenses
(including but not limited to attorneys’ fees) arising out of or in connection with any claim, suit,
action, or proceeding against Media Wizards related to the actions, inactions, or omissions of the
Client for defective services provided.

4. Cumulative Remedies. The rights and remedies of the parties under this Agreement are
nonexclusive and are in addition to all other remedies available to the parties at law or in equity.
5. Term

1. The initial term of this Agreement is _______________________________ , automatically renewable

for a term of ____________________________________________________.

a. In case this Agreement is automatically renewed, the terms and conditions in force at the time of
renewal, including but not limited to rates and terms of payment set forth in Schedule A, shall
apply.

b. In case either party does not wish to renew this Agreement for the following term, the party shall
give notice to the other party, of such intent, at least fifteen (15) days before the term, at the time
of the notice, expires.

6. Termination

1. Termination for Cause. If either party believes that the other party is in breach of warranty, breach of
covenant, misrepresentation or in a material breach, then the non-breaching party shall deliver notice
of such breach to the other party.

a. In such notice, the non-breaching party will identify the actions or conduct that it wishes such
party to take for an acceptable and prompt cure of such breach, or will otherwise state its good
faith belief that such breach is incurable.
b. If the breach is curable, the allegedly breaching party will have seven (7) days to either cure such
breach. If a cure cannot be reasonably effected within such seven (7) day period, the breaching party
shall deliver to the non-breaching party a plan for curing such breach which is reasonably sufficient to
effect a cure within a reasonable period.

c. If the breaching party fails to cure such breach within the seven (7) day period as applicable, or use
commercially reasonable efforts to carry out the plan and cure the breach, the non-breaching party
may terminate this Agreement by providing written notice to the breaching party.

2. Termination of Operations. This Agreement shall terminate in face of any proceedings under
any bankruptcy, insolvency of debtor's relief law against any of the parties, or if any party is
liquidated or dissolved. The Parties agree that if one of the parties anticipates filing bankruptcy, it
will inform the other party at least fifteen (15) days prior to the filing of a bankruptcy petition so
that the Parties can proceed with termination of this Agreement.

3. Effects of Termination. Upon a claim of termination by the Client, Media Wizards will be under
no further obligation to perform the services. If the Client is unable or unwilling to demonstrate to
Media Wizards’s satisfaction that Media Wizards breached a material obligation under this
Agreement, the  price (monthly, annually, commissions, etc) for the services shall continue to
accrue throughout the term and shall be deemed due and payable, unless a judgment is upheld
that the termination for cause was justified.

7. General Terms and Provisions

1. Independent Contractor Status. In rendering services pursuant to this Agreement, Media Wizards
shall be acting as an independent contractor and shall not be deemed to be an employee of Client or
any of its affiliated entities.

2. Waiver.  The failure of either party at any time to require performance by the other party of any
provision of this Agreement shall not affect in any way the full right to require such performance at
any subsequent time. Nor shall the waiver by either party of a breach of any provision of this
Agreement be taken or held to be a waiver of the provision itself.

3. Confidentiality. Neither party shall copy or disclose to a third party any document or data
provided by the other party without prior written consent or use them for purposes other than
those for which they were provided.

4. Force Majeure.  Neither Party shall be liable hereunder for any failure or delay in the
performance of its obligations under this Agreement, except for the payment of money, if such
failure or delay is on account of causes beyond its control, including labor disputes, civil
commotion, war, fires, floods, inclement weather, governmental regulations or controls, casualty,
government authority, epidemic, pandemic, strikes, or acts of God, in which event the non-
 performing party shall be excused from its obligations for the period of the delay and for a
reasonable time thereafter.

a. The party affected by an event of Force Majeure pursuant to this clause shall promptly notify the
other in writing of said delay or failure and the event relied upon for such failure or delay, within
three (3) business days.

5. No Strict Construction.  This Agreement shall not be construed more strongly against either
party regardless of which party is more responsible for its preparation.

6. Notice. Any and all notices and/or notifications required or permitted to be given by either party to
the other under this Agreement shall be in writing, sent by e-mail with proof of receipt, to the
address provided in the signatures block to this Agreement.

7. Governing Law. This Agreement shall be governed by, construed, and interpreted in accordance
with the substantive laws of Delaware, without regard to the conflicts of law rules thereof, and
shall be brought to Delaware courts for dispute resolution.

8. Assignment and Rights of Third Parties: This Agreement shall be binding upon the parties and
their respective permitted successors and assigns on any account. The parties may not, at any
time and on any account, assign or transfer to third parties, wholly or in part, without the prior and
express consent of the other party, the rights and obligations contemplated hereunder.

9. Severability.  If any one or more provisions of this Agreement or any part or parts thereof shall
be declared or adjudicated to be illegal, invalid, or unenforceable under any applicable law, such
illegality, invalidity or unenforceability shall not affect any other provisions hereof and this
Agreement shall be construed as if such illegal, invalid, or unenforceable provisions were not
contained herein.

10. Entire Agreement. This Agreement contains all of the agreements, understandings,
representations, conditions, warranties, and covenants made between the parties concerning the
subject matter of this Agreement. Neither party shall be liable for any representations made that
are not set forth in this Agreement. This Agreement may be modified only by a written
amendment signed by authorized representatives of both parties, and identified as an
amendment to this Agreement.

11. Counterparts. This Agreement may be executed in two counterparts, each of which will be
deemed an original, but all of which together will constitute one and the same instrument.
Counterparts may be delivered via electronic mail (including pdf or any electronic signature
complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other
applicable law) or other transmission method and any counterpart so delivered will be deemed to
have been duly and validly delivered and be valid and effective for all purposes.
To evidence the Parties’ agreement to this Agreement, each party has executed and delivered it on the
date stated under the party’s signature line, with this Agreement being effective on the date that the last
party has executed and delivered it.

For and on behalf of: For and on behalf of:

MEDIA WIZARDS CLIENT

Signature:_________________________ Signature:_________________________

Name: ____________________________ Name: ____________________________

Email: ____________________________ Email: ____________________________

Date: _____________________________ Date: _____________________________

SCHEDULE A
FLAT RATE

1. The Client shall pay to Media Wizards a fixed rate of USD

_______________________________________ (_______________________) during the first
________________ (___________) months of the Agreement (the “Campaign Building Period”). After
the Campaign Building Period, the fixed rate shall be reduced to USD
_______________________________________ (_______________________) per month.

2. The day of the month that occurs the first payment by the Client shall become the recurring
monthly day of payment, i.e., if the Client pays the first payment on the 15th of a given month,
the Client will be charged on the 15 of every recurring month, automatically, by the software
th

Charge Over. 

3. If this Agreement is renewed automatically, per the terms of clause 5.1, the fixed rate for the
services provided shall be USD _______________________________________
(_______________________) per month, for every month thereafter or until a new agreement is
reached.

4. The Client is wholly responsible for any or all federal, state, local, or foreign income taxes and
any other tax liabilities that affect or are related to the payment of any consideration to Media
Wizards. Client additionally agrees to comply with all applicable laws requiring the collection or
payment of a tax, duty, or tariff.

MEDIA WIZARDS CLIENT

Signature:_________________________ Signature:_________________________

Name: ____________________________ Name: ____________________________

Email: ____________________________ Email: ____________________________

Date: _____________________________ Date: _____________________________