Colored Lion, LLC dba Goboto

Terms of Service

Project: Shruumz (Client)

Prepared on 2/8/2021

DEFINITIONS

Agreement means the Project Proposal, Terms of Service, Terms and Conditions and any other attached documents.

Project means the scope and purpose of the Client’s identified usage of the work product as described in Project Proposal.

Project Proposal means the proposal in Exhibit A

Client: means Shruumz with a primary place of business in Texas.

Services means all services and the work product to be provided to Client by Colored Lion, LLC as described and otherwise further defined in Project Proposal.

Deliverables means the services and work product specified in Project Proposal to be delivered by Colored Lion, LLC to Client.

Client Content means all materials, writing, images or other creative content provided by Client used in preparing or creating the Deliverables.

Colored Lion, LLC means the company and the directors, officers, employees, Design Agents, and affiliates of Colored Lion, LLC while doing business as Goboto.

Third Party Materials means proprietary third party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustration.

Execution Date: means the date on which this Agreement is executed by both Client and ColoredLion, LLC

Minimum Term: Six (6) months from the Execution Date

COLORED LION, LLC SERVICES

Colored Lion, LLC shall perform the services as outlined in Project Proposal.

PAYMENT

Payment Schedule: Payment is due immediately upon the Execution Date of this Agreement, then thereafter for the Minimum Term on a monthly basis.

Invoices: Colored Lion, LLC shall invoice Client each month. All invoices are payable within thirty (30) days of receipt.

Withholding Delivery: Colored Lion, LLC may withhold delivery and transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full.

CHANGES TO PROJECT SCOPE

Change Request: If Client wants to change the Project Proposal after execution of this Agreement, Client shall send Colored Lion, LLC a written description of the requested changes in detail. Within ten (10) of receiving description, Colored Lion, LLC will respond with a statement proposing Colored Lion, LLCs availability, additional fees, changes to delivery dates, and any modification to this Agreement.

Major Change: To be determined at Colored Lion, LLC’s discretion if Client requests are at or near twenty (20%) percent of the time required to produce Deliverables, or the value of the Project Proposal, Colored Lion, LLC shall be entitled to submit a new and separate Project Proposal to Client for written approval. Colored Lion, LLC shall not begin work on the revised services until they receive written approval and any additional fees.

Minor Change: To be determined at Colored Lion, LC’s discretion, if Client requests are not Major Changes, Colored Lion, LLC may extend or modify any delivery schedule or deadlines in the Project Proposal as may be required by such changes.

Acceptance/Rejection: Client will have ten (10) days to respond in writing accepting or rejecting the new proposal. If Client rejects the proposal, Colored Lion, LLC will not be obligated to perform any services beyond those in the original Project Proposal.

EVALUATION AND ACCEPTANCE

Approval Periods: Client shall, within a commercially reasonable period after receiving each Deliverable, notify Colored Lion, LLC in writing of any other objections, corrections or changes required. Colored Lion, LLC shall, within a commercially reasonable period of receiving Clients notification, correct and submit a revised Deliverable to Client. All objections, corrections and changes shall be subject to the terms and conditions of this Agreement.

CLIENT RESPONSIBILITIES

Client acknowledges that it is responsible for performing the following in a commercially reasonable and timely manner: (a) Provide Client Content in a form suitable for use in the Deliverables without further preparation by Colored Lion, LLC, unless otherwise specified in the Project Proposal; (b) Proofread all Deliverables. Client will be charged for correcting errors after the acceptance of any Deliverable; (c) Make decisions regarding other parties.

ACCREDITATION AND PROMOTION

Accreditation: Colored Lion, LLC shall be entitled to place accreditation, as a hyperlink or otherwise, in the form, size and location as incorporated by Colored Lion, LLC in the Deliverables on the homepage of the Final Deliverables.

Promotion: Colored Lion, LLC retains the right to reproduce, publish and display the Final Deliverables in Colored Lion, LLC’s portfolios and websites, in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Final Deliverables in connection with such uses.

CONFIDENTIAL INFORMATION

All material considered confidential by either party must be designated in writing as confidential. Confidential Information shall not be disclosed to third parties and shall only be used as needed to perform this Agreement and Project Proposal.

Confidential Information shall not include any information that is already known by the recipient, becomes publicly known through no fault of the recipient, or is received from a third party without a restriction on disclosure

RELATIONSHIP OF THE PARTIES

Independent Contractor: Colored Lion, LLC is an independent contractor. Colored Lion, LLC shall determine, in its sole discretion, the manner and means by which the Services are accomplished. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. Colored Lion, LLC and the work product or Deliverables prepared by Colored Lion, LLC shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Client are contractual in nature and are expressly defined by this Agreement.

Design Agents. Colored Lion, LLC shall be allowed to use third party’s as independent contractors in connection with the Services (“Design Agents”). Colored Lion, LLC shall remain fully responsible for Design Agents’ compliance with this Agreement.

REPRESENTATIONS AND WARRANTIES

By Client. Client represents and warrants to Colored Lion, LLC that: (a) To the best of Client’s knowledge, use of the Client Content does not infringe the rights of any third party; (b) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials; (c) Client will obtain all necessary and appropriate rights and licenses to grant license to Colored Lion, LLC to use Third Party Materials.

By Colored Lion, LLC: Colored Lion, LLC represents and warrants to Client that: (a) Colored Lion, LLC will provide the Services identified in the Agreement in a professional and workmanlike manner; (b) Colored Lion, LLC shall secure all necessary rights, title, and interest in and to the Final Deliverables (c) To the best of Colored Lion, LLC’s knowledge, the Deliverables will not violate the rights of any third parties; (d) If Client or third parties modify the Deliverables or use the Deliverables outside of the scope or purpose of this Agreement, all representations and warranties of Colored Lion, LLC shall be void.

EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, COLORED LION, LLC MAKES NO WARRANTIES WHATSOEVER. COLORED LION, LLC EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT.

INDEMNIFICATION AND LIABILITY

By Client: Client shall indemnify Colored Lion, LLC from any and all damages, liabilities, costs, losses, expenses or attorney fees arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Colored Lion, LLC shall promptly notify Client in writing of any third party claim or suit. Client shall have the right to fully control the defense and any settlement of such claim or suit.

Limitation of Liability. THE SERVICES AND THE WORK PRODUCT OF COLORED LION, LLC ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF COLORED LION, LLC, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“COLORED LION, LLC PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF PROJECT. IN NO EVENT SHALL COLORED LION, LLC BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY COLORED LION, LLC, EVEN IF COLORED LION, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

TERM AND TERMINATION

Term: This agreement shall begin upon the Execution Date of this Agreement and shall continue for the Minimum Term, then thereafter on a month-to-month basis, or until the Agreement is terminated.

Termination: Either party may terminate this Agreement at any time and for any reason with thirty (30) days prior written notice to the other party.

Termination Fees: In the event of Termination within the Minimum Term,Client shall pay Colored Lion, LLC any remaining fees, prorated to end of the Minimum Term.

Intellectual Property: If Client terminates and on full payment of compensation, Colored Lion, LLC grants Client right and title as provided by this Agreement with respect to those Deliverables provided and accepted by Client as of the date of termination.

Confidential Information: On termination of this Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and (b) all rights and obligations regarding Confidential Information shall survive.

RIGHTS TO FINAL ART

License: Colored Lion, LLC grants to the Client a non-exclusive, perpetual and worldwide license to use and display the Deliverables in accordance with this Agreement.

RIGHTS TO DELIVERABLES OTHER THAN FINAL ART

Client Content: Client Content is the exclusive property of the Client. Client grants Colored Lion, LLC a nonexclusive, non-transferable license to use, reproduce, modify, display and publish the Client Content solely in connection with Colored Lion, LLC’s performance of the Services and limited promotional uses of the Deliverables after receiving approval from the client.

DISPUTE RESOLUTION

Negotiation: Parties agree to attempt to resolve any dispute by negotiation between the parties.

Arbitration/Mediation: If parties are unable to resolve the dispute by negotiation, either party may start mediation and/or binding arbitration subject to the governing laws of Texas.

GENERAL

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Where possible the invalid or unenforceable provision shall be interpreted in such manner as to be effective and valid under applicable law.

Invoice

Please review the project proposal for more detail of the project. After acceptance of the terms of service an invoice will be sent. Minimum Term: Six (6) months minimum period of the Agreement from date of Execution.

Exhibit A

Project Proposal: https://goboto.com/shruumz-proposal/

Signatures

Client's signature below authorizes Colored Lion, LLC dba Goboto to begin work. If the information and terms in this proposal are to Clients satisfaction and approval, kindly return a signed copy of this Project Proposal to Colored Lion, LLC dba Goboto. The undersigned agrees to the terms of this agreement on behalf of his or her organization or business.

Shruumz Representative

(electronically signed)