DIGITAL MARKETING GORILLA SERVICE AGREEMENT

This Contract for Services is made effective as of 04/21/22, by and between__ FIGARELLA
DISTRIBUTORS LLC__(here by referred to as the ‘Recipient’) with the address of 5741 NW 112TH
AVENUE 105 DORAL, FL 33178, and DYNAMICS GOALS MARKETING of 7340 NW 35 th street 33122 (the
‘Provider’).

1. DESCRIPTION OF SERVICES.

Beginning on _04/25/2 2__, the Provider will provide to the recipient the following services (collectively,
the "Services") attached herein as “Exhibit A Statement of Work”:

2. PAYMENT. The recipient agrees to pay the Provider as follows:

o The Recipient shall pay the Provider a nonrefundable setup fee of an initial sum of $0 to

begin services; o Recipient shall pay the nonrefundable sum of $1250 on a monthly basis

for the duration of this contract for the services. Invoices paid with credit card, will incur a 3.5%
processing fee. Otherwise payment should be maid prior to sequential month’s work via Zelle or

check.

3. PRIOR APPROVAL OF RECIPIENT. No obligations shall be incurred by the Provider on

behalf of the Recipient without first obtaining approval from the Recipient in writing. The

Recipient may require the submission of details of written proposals by the Provider with regard

to all anticipated details prior to granting approval.

4. EXPENSES INCURRED BY PROVIDER. The Recipient shall pay the Provider for all

costs incurred and expenditures made on behalf of the Recipient for approved advertising. The

Recipient shall also pay the Provider‘s direct costs of mailing, packaging and shipping, along

with all taxes, duties, telephone calls and delivery services in connection with the performance of

its obligations under this Agreement. The Recipient will also pay the Provider for its costs for

travel on behalf of the Recipient. If the Recipient cancels any planned advertising, the Recipient

will remain responsible for any unavoidable costs including non-cancelable requests for time or space.
5. DEFAULT. In the event of breach or default, the Recipient shall pay all costs of collection,

including without limitation, reasonable attorney’s fees. In addition to any other right or remedy

provided by law, if the recipient fails to pay for the Services when due, the Provider has the

option to treat such failure to pay as a material breach of this Contract, and may terminate this

Contract and may seek legal remedies.

6. TERM. This Contract will remain in effect for a period of ___6 ___ months. The contract is

renewable upon mutual agreement by the parties upon the same terms and conditions unless

terminated by either party. Unless the Recipient notifies the Provider in writing of their intent not

to renew at least thirty (30) days prior to the expiration of the term, this Contract shall renew

automatically.

7. RECIPIENT’S RIGHT TO TERMINATE. 90 days after the effective date of this

agreement, the Recipient may terminate this agreement via written notice to the Provider at least

30 days before the effective date of termination.

8. RIGHTS AND DUTIES UPON TERMINATION. Upon termination of this Contract,

Provider may return to Recipient all records, notes, documentation and other items that were

used, created, or controlled by Provider during the term of this Contract. The Recipient agrees to

pay all costs of storage or transport of such items.

A. No work in progress shall be completed unless requested by the Recipient. All

contractual obligations in accordance with this Agreement shall remain in effect with respect to

the winding down of all contractual relations between the parties. The Provider will attempt to

assign all of its contracts with third parties on behalf of the Recipient to the Recipient who shall

assume all such contracts and obligations under such contracts and hold the Provider harmless

from any liability. If any such contract cannot be assigned, the Provider will continue to perform

in accordance with the contract with the Recipient assuming all responsibilities and costs under

the contract.
B. Except as specifically provided in this Agreement, all rights and liabilities of the

parties arising out of this Agreement shall cease upon the termination of this Agreement.

9. WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries, inventions,

patents, products, intellectual property or other information (collectively the "Work Product")

developed in whole or in part by Provider in connection with the Services will be the exclusive

property of the Recipient. Upon request, Provider will execute, within a reasonable period of

time, all documents necessary to confirm or perfect the exclusive ownership of Recipient to the

Work Product.

10. CONFIDENTIALITY. Provider, and its employees, agents, or representatives will not at

any time or in any manner, either directly or indirectly, use for the personal benefit of Provider,

or divulge, disclose, or communicate in any manner, any information that is proprietary to

Recipient. Provider and its employees, agents, and representatives will protect such information

and treat it as strictly confidential. This provision will continue to be effective after the

termination of this Contract. Any oral or written waiver by Recipient of these confidentiality

obligations which allow Provider to disclose Recipient's confidential information to a third

party will be limited to a single occurrence tied to the specific information disclosed to the

specific third party, and the confidentiality clause will continue to be in effect for all other

occurrences.

Upon termination of this Contract the Provider may return or terminate all records, notes,

documentation and other items (hereinafter “materials”) that were used, created, or controlled by

Provider during the term of this Contract. The Recipient must notify the Provider of their

election to destroy or return the materials. The election must be made within 30 days of the

Contract’s termination date. All expenses incurred for return of the materials shall be borne by

the Recipient. Should the Recipient fail to notify the Provider of their election within the

required period, the Provider may terminate or return the materials.

11. WARRANTY. With the exception of the California Consumer Privacy Act, General Data
Protection Regulation, and similar intended laws which will require advice from legal counsel on

the part of the Recipient, Provider represents and warrants that it shall provide its services and

meet its obligations under this Contract in a timely, workmanlike, and professional manner, using

knowledge and recommendations for performing the services which meet generally acceptable

standards in Provider's community and region, and will provide a standard of care equal to, care

used by service providers similar to Provider on similar projects. Provider does not warrant or

guarantee that service performed under the Contract will yield any specific result or placement in

any search engine listing. Recipient understands that the algorithms used in running search

engines are constantly changing and evolving and that the Provider must be adaptive with respect

to methods employed to increase search engine ranking on a regular basis.

12. DEFAULT. The occurrence of any of the following shall constitute a default and/or material

breach under this Contract:

• The failure to make a required payment when due.

• The insolvency or bankruptcy of either party.

• The subjection of any of either party's property to any levy, seizure, general assignment

for the benefit of creditors, application or sale for or by any creditor or government

agency.

• The failure to make available or deliver the Services in the time and manner provided for

in this Contract.

9. REMEDIES. In addition to any and all other rights a party may have available according to

law, if a party defaults by failing to substantially perform any provision, term or condition of this

Contract (including without limitation the failure to make a monetary payment when due), the

other party may terminate the Contract by providing written notice to the defaulting party. This

notice shall describe with sufficient detail the nature of the default. The party receiving such

notice shall have 15 days from the effective date of such notice to cure the default(s). Unless

waived in writing by a party providing notice, the failure to cure the default(s) within such time
period shall result in the automatic termination of this Contract.

10. FORCE MAJEURE. If performance of this Contract or any obligation under this Contract

is prevented, restricted, or interfered with by causes beyond the Provider’s reasonable control

("Force Majeure"), and if the Provider gives the Recipient prompt written notice of such event,

then the obligations of the Provider invoking this provision shall be suspended to the extent

necessary by such event. The term Force Majeure shall include, without limitation, acts of God,

global pandemic, national epidemic, fire, explosion, vandalism, storm or other similar

occurrence, orders or acts of military or civil or local authority, ordinance, or administrative

order, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work

stoppages or other labor disputes, or supplier failures. The Provider shall use reasonable efforts

under the circumstances to avoid or remove such causes of non-performance and shall proceed to

perform with reasonable dispatch whenever such causes are removed or ceased. An act or

omission shall be deemed within the reasonable control of the Provider if committed, omitted, or

caused by the Provider, or its employees, officers, agents, or affiliates.

11. DISPUTE RESOLUTION. The parties will attempt to resolve any dispute arising out of or

relating to this Agreement through friendly negotiations amongst the parties. If the matter is not

resolved by negotiation within 30 days, the parties will resolve the dispute using the below

procedure.

The parties agree that all disputes arising out of or in connection with or in relation to this

Agreement is to be submitted to the jurisdiction of the courts of the State of Florida which have

exclusive jurisdiction over any such dispute. Should the Provider seek to enforce the terms of the

agreement under Florida state law, federal law, or both, the parties agree that Miami-Dade

County shall serve as the appropriate venue. Furthermore, the Provider shall have the right, but

not the obligation, in its sole discretion, to commence proceedings in any jurisdiction in which

the Recipient carries on business or has assets, in order to enforce the provisions of any

judgement obtained in the State of Florida in any such other jurisdiction. Each party irrevocably
attorns to the jurisdiction of the courts of the State of Florida.

12. ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties, and

there are no other promises or conditions in any other agreement whether oral or written

concerning the subject matter of this Contract. This Contract supersedes any prior written or oral

agreements between the parties.

13. SEVERABILITY. If any provision of this Contract is be held to be invalid or unenforceable

for any reason, the remaining provisions will continue to be valid and enforceable.

14. AMENDMENT. This Contract may be modified or amended in writing by mutual agreement

between the parties, if the writing is signed by the party obligated under the amendment.

15. GOVERNING LAW. This Contract shall be construed in accordance with the laws of the

State of Florida.

16. NOTICE. Any notice or communication required or permitted under this Contract shall be

sufficiently given if delivered in person or by certified mail, return receipt requested, to the

address set forth in the opening paragraph or to such other address as one party may have

furnished to the other in writing. Any notice that is not delivered on a business day will be

deemed to have been given and received on the next following business day.

17. NON-WAIVER OF CONTRACTUAL RIGHT. The failure of the Provider to enforce any

provision of this Contract shall not be construed as a waiver or limitation of the Provider's right

to subsequently enforce and compel strict compliance with every provision of this Contract.

18. ATTORNEY'S FEES. In the event litigation is necessary to enforce the terms of this

agreement or to resolve a dispute arising out of this Agreement, the Provider shall be entitled to

attorney’s fees and costs from the Recipient. The Provider reserves the right to exercise any right
to which it may be entitled to per statute to secure attorney’s fees and costs.

19. CONSTRUCTION AND INTERPRETATION. The Recipient agrees that the rule

requiring construction or interpretation against the drafter is waived. The document shall be

deemed as if it were drafted by both parties in a mutual effort.

20. ASSIGNMENT. Neither party may assign or transfer this Contract without the prior written

consent of the non-assigning party, which approval shall not be unreasonably withheld