Loud Rumor | Advertising Agreement

Welcome to Loud Rumor!

For: Urpi Samara of Cyclerun Fitness
Prepared By: Celeste Suarez, Loud Rumor on 10/29/21

ADVERTISING AGREEMENT
Cyclerun Fitness (“I” “me” “you” “your” "my" or “Cyclerun Fitness”) agrees to
engage in an advertising program with Loud Rumor (“Loud Rumor” or “we”, and
together with Cyclerun Fitness, the “Parties”).

I understand that Loud Rumor will need access to my Facebook Advertising account
(and possibly Google AdWords account if doing a Paid Search, Retargeting, or
YouTube Advertising campaign through Google AdWords) in order to create
campaigns that are designed to generate leads for Cyclerun Fitness.

I. I AGREE TO THE FOLLOWING:

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1. I understand that a qualified lead is defined as a person that lives within 7 miles
of my studio location that gave me their full name, email address, and phone
number in exchange for the offer that’s being advertised in one of Loud Rumor’s
campaigns _____

2. I understand this is a 3 month agreement, meaning I will commit to making

a minimum of 3 monthly payments to Loud Rumor to engage in their
services. After the 3rd monthly payment is made, the agreement converts to a
month-to-month program that requires a 7 day cancellation (or pause) notice
given to your account manager. If 7 days notice is not given, Loud Rumor will
charge the regularly scheduled non-refundable payment. I also understand that if I
wish to pause my account with Loud Rumor, but would like Loud Rumor to
store all of my assets as opposed to deleting them, as well as locking me
into my original monthly payment for when I return, I will have to pay a
freeze fee of $39/month. I understand that I do not have to pay this freeze fee
if I do not want Loud Rumor to keep my assets available and understand that if
there's a price increase I will be obligated to pay at the new price. _____

3. Any payment made as part of the agency fee shall, once paid, not be refundable
nor creditable for any reason whatsoever. Should you cancel services prior to
using the ad spend collected in its entirety and fail to provide Loud Rumor with
written instruction on how to process a refund for the unused portion of the ad
spend within 60 days of your cancellation, the ad spend will become non-refundable
and part of Loud Rumor’s agency fee. ______

4. I understand that my first payment will be made the day I sign this
agreement. The recurring monthly payment day sahll match the day of which my
campaign goes live. This means that if I sign up on April 1st, my
first payment will run on April 1st, and if my campaign goes live April 14th,
my second payment will be May 14th, and the 14th of each month will be
my recurring payment day. _____

5. I understand that my advertising campaign will be ready to go LIVE

approximately 14 days after I sign this agreement. I also understand that there is a
chance that the campaign may be able to launch sooner, and if that happens, my
account manager will contact me to give me the new date. I also understand
that the campaign may launch at a later date if there is a wait list, but that

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will be made aware to me within the first 2 days of signing up, and if this
occurs, my 2nd month due date will adjust accordingly. ____

6. I understand that there is no exclusivity in our 3 month agreement, and that

after 2 months, I will have the option to buy exclusivity by entering a 12 month
agreement if both parties choose and agree to do so. This would mean that in a 12
month exclusive agreement with Loud Rumor, we would be unable to work with any
direct competitors within 5 miles of your studio location. _____

7. I understand that results vary per customer as there are many variables
that can change the results of a campaign such as: location, ad budget, season,
offer, brand, service, demographic, etc. Since no company is equal in the variables
listed previously, your results may vary. _____

8. I understand that Loud Rumor is using many different tools to execute

my advertising campaign such as Click Funnels, LeadPages, Infusionsoft, Wistia,
etc. I also understand that due to this, it is very possible that one of these
tools may go down from time to time for a few hours to a few days. I
understand that if/when this happens, Loud Rumor has a process to get things back
in order as soon as possible, and I will be notified by my account manager or
his/her supervisor with updates on the progress. ____

9. I understand that if I'd like to integrate with MINDBODY Online's software and
CRM, there will be an additional $25/mo integration charge, as Loud Rumor gets
charged per month per account for integrations. ____

10. I understand that if I'd like to integrate with Club OS's software and CRM, there
will be an additional $29/mo integration charge, as Loud Rumor gets charged per
month per account for integrations. ____

11. I understand that Loud Rumor may cold call my company a few times per year
(or more per your request) to learn more about your sales process and see if there
are opportunities for improvement. ____

12. I understand that all charges and refunds will be made in United States
Dollars regardless of the location of my business and/or my local currency ____

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13. I understand that Loud Rumor may use the performance of my campaigns and
my studio's name in marketing materials such as (but not limited to) blogs, white
papers, email campaigns, guides, etc. _____

II. GOVERNING LAW, DISPUTES AND ARBITRATION,

CONFIDENTIALITY, TRADEMARKS, OWNERSHIP &
APPLICABLE LAWS:
It is agreed that:

1. The Advertising Agreement is made under the exclusive jurisdiction of the laws
of Arizona and the United States of America.

2. Disputes under this Advertising Agreement shall be subject to the exclusive

jurisdiction of the courts of Arizona and the United States of America.

3. Notwithstanding the terms of II.2 and except to the extent governed by the
United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. Sections 1051 et
seq.), each of the Parties to this Advertising Agreement hereby waives any right it
may have to a trial by jury for any disputes arising from this Advertising Agreement
or the Parties’ relationship created hereby.If there is any dispute or controversy
between the Parties arising out of or relating to this Advertising Agreement, the
Parties agree that such dispute or controversy will be arbitrated in the State of
Arizona with the American Arbitration Association before a single arbitrator in
accordance with proceedings under the then-current Commercial Arbitration Rules
of the American Arbitration Association.The decision and award determined by such
arbitration will be final and binding upon both Parties and the prevailing Party
therein will be entitled to recover reasonable attorney fees and court costs from the
non-prevailing Party. Notwithstanding this agreement to arbitrate, the Parties agree
that either Party may seek temporary injunctive relief in a court of competent
jurisdiction.

4. Each of the Parties acknowledges and agrees that during the course of this
Advertising Agreement, it may be necessary for Loud Rumor to acquire information
which could include, in whole or in part, information concerning the franchise
owners, sales, products, services, employees, customers and prospective
customers, sources of supply, computer programs, system documentation, sales
projections, software development, manuals, formulae, processes, methods,

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machines, compositions, ideas, improvements, inventions or other confidential or

proprietary information belonging to Cyclerun Fitness or relating to the affairs of
another party (collectively, the “Confidential Information”). Each Party (a “Receiving
Party” for purposes of this section) agrees to hold and safeguard the Confidential
Information for the Party disclosing the Confidential Information (a “Disclosing
Party”) and its successors and assigns and only use the Confidential Information for
purposes of performing its obligations and enforcing its rights under this Advertising
Agreement and agrees that it shall not, without the prior written consent of the
Disclosing Party, misappropriate or disclose or make available to anyone for use
outside of the Disclosing Party at any time, either during the Term or subsequent
thereto, any of the Confidential Information, whether or not developed by the
Receiving Party, except as required in the performance of the Receiving Party’s
duties or enforcement of its rights hereunder or as required by applicable law. In
the event that the Receiving Party is required, by or under applicable law, court, or
administrative order to disclose any of the Confidential Information, the Receiving
Party shall provide the Disclosing Party with prompt written notice of any such
request or requirement so that the Disclosing Party may seek a protective order or
other appropriate remedy. If the Receiving Party is legally compelled to disclose
Confidential Information, the Receiving Party shall disclose only that portion of the
Confidential Information which the Receiving Party is legally required to disclose.
Upon the expiration or cancellation of this Advertising Agreement, each Party shall,
within thirty (30) days, return to the other Party, or destroy all copies of the other
Party’s Confidential Information; provided, however, that each Party may retain and
not destroy copies of documentation required to be retained to demonstrate
compliance with applicable federal, state, and other regulatory requirements.

5. Any and all trademarks, service marks, names, domain names, symbols,
slogans, emblems, insignias, designs, logos or other intellectual property
(collectively, the “Marks”) and ideas, recipes, formulations, inventions, concepts,
developments, improvements, discoveries, compilations, designs, software,
manuals, documentation, test procedures, techniques, training materials, systems
materials, reports, creations, works of authorship, technology, prototypes, know
how, trade secrets, methods, processes (“Intellectual Property”) supplied by
Cyclerun Fitness to Loud Rumor in connection with this Advertising Agreement shall
be and remain the sole and exclusive property of Cyclerun Fitness. It is expressly
understood and agreed that no rights are transferred from Cyclerun Fitness to Loud
Rumor with respect to any of the Marks, Intellectual Property, or any other
proprietary information, except to the limited extent necessary for Loud Rumor to

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perform services hereunder.Loud Rumor has not acquired any right, title or interest
in any Marks or Intellectual Property. Loud Rumor may only use the Marks and
Intellectual Property throughout the duration of this Advertising Agreement, only in
connection with providing services hereunder, and only consistent with this
Advertising Agreement or in a manner approved in writing by Cyclerun Fitness.
Loud Rumor shall modify, suspend, or otherwise change any uses of the Marks and
Intellectual Property upon Cyclerun Fitness’s request. Loud Rumor further agrees
not to contest or dispute, directly or indirectly, Cyclerun Fitness’s or its affiliates’
proprietary interest in or ownership of the Marks and Intellectual Property.Loud
Rumor shall notify Cyclerun Fitness immediately upon becoming aware of any
infringement of, or challenge to, Loud Rumor’s use of any of the Marks and
Intellectual Property, or any claim by any person of any rights in any Marks and
Intellectual Property. Loud Rumor shall immediately discontinue using the Marks
and Intellectual Property following any cancellation or expiration of this Advertising
Agreement.

6. Loud Rumor represents and warrants it shall comply with all applicable laws in
providing services under this Advertising Agreement, including but not limited to
the Telephone Consumer Protection Act (47 U.S.C. 227).

III. Monthly Payment

In consideration of its services Cyclerun Fitness, LLC agrees to pay Loud Rumor the
monthly payment below for the duration of the program:

Name Price QTY Subtotal

AGENCY $999.00 1 $999.00

$999/mo. Management November &
December
$499.50 Management 50% Off
January
*Ad Spend Required, Amount to be
charged at a later date

Total $999.00

IV. Billing Information

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Credit Card Information

Full Name Urpi Carhuachagua

Credit Card Type Visa

Credit Card # 4536010036645301

Expiration Date 04/24

Code on Back of Card 514

Street Address 2480 des nations #208

City Saint-Laurent

State Quebec

Zip Code H4r0J9

Country Canada

IN WITNESS WHEREOF, each of the Parties has executed this Advertising

Agreement:

Cyclerun Fitness

________________________
11 / 04 / 20…
_______________

Name

Urpi Samara Carhuachagua

________________________

Manager
________________________

Prepared by Celeste Suarez

On 10/29/21

Loud Rumor | 8355 E Hartford Dr, #103, Scottsdale, AZ 85254 | 480-567-9794

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 Signature Certificate
Document Ref.: MQTWV-D9QEX-4TC2A-8DWGE

Document signed by:

Urpi Samara
Verified E-mail:
urpisamara@cyclerun.com

IP: 173.176.57.52 Date: 05 Nov 2021 00:57:06 UTC

Document completed by all parties on:

05 Nov 2021 00:57:06 UTC
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