1. Services. Kaleido Inc., dba Kaleido Creative Studio ("Company") agrees to provide marketing and creative services (“Services”) as set forth in this Agreement, which may be amended or supplemented from time to time through quotes or scope-of-work documents. The terms of this Agreement shall apply to all Services unless specifically stated otherwise.

2. Fees. In consideration of the performance of the Services by Company, Client shall pay the fees set forth in this Agreement or any future quote (“Fees”). No refund of  fees will be provided for any reason.

3. Term. This Agreement shall be effective for so long as Company provides Services pursuant to the terms contained in the Agreement.

4. Confidential Information and Trade Secrets. Client acknowledges that particular content in the materials prepared for Client by Company is based on templates developed by Company that may not be unique to Client or Client’s business. Client further acknowledges that Company shall retain the rights to such templated content, to be used in Company’s business at Company’s discretion. Subject to the foregoing, Company will hold in strict confidence and not disclose to any third parties, other than those who have a need to know in order to perform work under this Agreement, all personal or proprietary information, strategy, Client lists, and data belonging to Client and not available to the general public (“Confidential Information”), without Client’s prior written consent. Information already known to Company or later conveyed independently to Company by a third party, who has not breached a confidentiality agreement with Client, shall not be considered Confidential Information.

5. Content. Client shall be responsible for the accuracy, quality, and integrity of all information, data, text, photographs, copy, images, graphics, messages, statements, representations, and all other materials (“Content”) that it transmits or makes available to Company, and Company shall not be liable for the use of the Content or errors and omissions contained in the Content that it receives from Company or a third party.

6. Legal Compliance. Client shall ensure that all Content that it directs Company to print, upload, publish, or distribute is accurate and complies with applicable federal and state laws and regulations (e.g., the Securities and Exchange Commission, Federal Trade Commission, and Financial Industry Regulatory Authority), particularly but not limited to those pertaining to advertising, marketing, professional practice, and performance claims. Client shall retain written substantiation for any claims or representations that it may make.

7. Client Approval of Content. Client shall provide prior written approval of all Content prior to Company’s initiation of its printing, uploading, publication, or distribution. Client shall be responsible for any unbudgeted costs resulting from revisions that Client may direct Company to make to materials Client previously approved.

8. Copyright/Trademark Standards/Ownership of Materials. Company will adhere to each of Client’s name and trademark standards and policies that Client furnishes to Company, and ensure that Client has reviewed all advertising for proper name and trademark use. Company shall claim no ownership in the Content owned by Client or a third party provided to Company for inclusion in the Services.

9. License of Rights/Copyright. Subject to the provisions of Paragraph 4 and Company’s portfolio rights below, Company grants to the Client the non-exclusive, perpetual, and worldwide rights to reproduce, display, distribute, and create derivative works based on the selected final designs in all media. All preliminary, unused, and in-progress artwork remains the property of the Company, and no rights to use such preliminary works are granted hereunder. Under U.S. copyright law, Company retains all copyright in and to the preliminary works and the final design unless specifically stated otherwise.

10. Portfolio Rights. Company retains the nonexclusive, perpetual, and worldwide rights to display, reproduce, and distribute the designs in Company’s portfolio and website, and third-party trade publications or exhibits, solely for the purpose of promoting or exemplifying Company’s work, and the right to be credited with copyright ownership and authorship of the designs in connection with such use.

11. Licenses, Releases and Authorizations. Company shall obtain all releases, licenses, or authorizations, or any other permissions to use property or rights belonging to third parties, for the use of photographs, copyrighted materials, or artwork, if any, that Company separately obtains for use in performing Services for Client and that are not part of the Content provided by Client. Client understands that ownership of artwork, illustrations, lettering, or other material copyrighted or otherwise owned by third parties may not be transferred between the owner and Client or the Company and Client.

12. No Guarantees. Company shall use commercially reasonable efforts to satisfy Client’s objectives and desired outcomes and will use its expertise in presenting options and proposals to Client. Client understands that various factors influence the outcome of any marketing campaign, however, and that it may be necessary to try different approaches before finding one or more that work. Therefore, Company makes no guarantees, warranties, or representations regarding the outcome of its work and efforts under this Agreement. Client agrees that all final decisions regarding strategy, materials, or any of Company’s services must be made by Client.

13. Independent Contractor/Nonexclusive Agreement. Company is an independent contractor, and no partnership, joint venture, or fiduciary or employment relationship is intended or created by reason of this Agreement. Neither party is the legal representative or agent of the oth er party. Client acknowledges that Company is in the business of providing services to professional services firms including financial advisors and agrees that this Agreement is nonexclusive and shall not bar Company from representing other clients in the same industry or geographic region as Client.

14. Contractors. Nothing shall preclude Company from utilizing subcontractors, outside contractors, vendors, or other persons (“Contractors”) to provide various components of the Services.

15. Assignment. This Agreement is personal to Client and is not assignable by Client without prior written consent of Company. Company is permitted, at its sole discretion, to assign the Agreement or any rights hereunder to any corporation, company, or other entity that directly or indirectly controls, is controlled by, or is under common control with Company without giving prior notice.

16. Indemnification and Defense. Client shall indemnify and hold harmless Company to the fullest extent permitted by law from and against any and all claims, suits, actions, loss, costs, damage, liability, culpability, responsibility, or other expenses (including attorneys’ fees, dispute resolution, and court costs) (collectively, “Liabilities”) based upon, relating to, or arising out of Company’s performance of Services, except such Liabilities resulting from Company’s gross negligence or willful misconduct.

17. Governing Law, Dispute Resolution and Jurisdiction. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of California. The parties agree to meet and confer in good faith to resolve any disputes arising out of this Agreement. If such disputes are irresolvable, the parties shall enter into private mediation prior to initiating any arbitration. Any controversy, dispute, or claim arising out of or related to this Agreement or breach of this Agreement that is irresolvable by private mediation shall be settled solely by binding arbitration conducted in the City of San Diego, California. Such arbitration shall be governed by the JAMS Comprehensive Arbitration Rules & Procedures in effect as of the time of the filing of any arbitration proceeding. The parties waive any jurisdictional claims or any claims that the venue is inconvenient. Each of the parties hereto shall bear its own costs and expenses incurred in connection with this Agreement.

18. Force Majeure. Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of such party and without its fault or negligence, including but not limited to acts of God, power outages, and governmental restrictions.

19. Miscellaneous. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior written or oral proposals, understandings, agreements, and representations, all of which are merged herein. If any provision of this Agreement is determined to be unenforceable, the remainder of the provision and this Agreement shall remain in full force and effect as if the invalid or void provision had never been part of this Agreement. All notices or communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given if delivered by hand, or sent by commercial overnight courier, electronically with confirmation of receipt, or by postage prepaid by registered or certified mail, return receipt requested, to the signatory and address below the signature lines, unless otherwise provided in writing.