Yerbalist Ads Services - XAQ10 LLC




WHEREAS, XAQ10 is in the business of providing online marketing services, including Meta advertising, landing page design, web development, and marketing consulting.

WHEREAS, You by and through one or more of Your subsidiaries and affiliates is in the business of legally growing or selling cannabis or selling or distributing cannabis products in states that have enacted laws for the legal sale and distribution of cannabis products.

WHEREAS, You wishes to retain XAQ10 to provide the services set forth in any applicable Statement(s) of Work (the "Services").

The following terminology applies to these Terms and Conditions and Terms: “You”, “You” and “Your” refers to you, the client. “The Company”, “Ourselves”, “We”, “Our” and “Us”, refers to our Company, XAQ10 LLC (and any subsidiaries). “Party”, “Parties”, or “Us”, refers to both you and XAQ10. Any use of the above terminology or other words in the singular, plural, capitalization and/or he/she or they, are taken as interchangeable and therefore as referring to same.

You hereby contract with and agree to pay XAQ10 for Services to be defined herein (the “Services”), which Services shall be performed and delivered in accordance with the following terms and conditions. In consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged and agreed, the Parties hereby agree as follows:

1.Effective Date and Termination.

(a)This initial term shall begin on the date You agree to be bound by these Terms (or begin using the Services) and shall continue for the entirety of the onboarding period and the following period of three (3) months (“Initial Term”). Upon the expiration of the Initial Term, either Party may terminate these Terms by providing the other Party a minimum of thirty (30) days advanced written notice and such termination will be effective as of the date specified in such notice (the "Termination Date"), provided that such date is no earlier than thirty (30) days after the date of delivery of the notice. XAQ10 will continue to provide, and You will continue to pay for, the Services until the Termination Date and thereafter, if extended, for a period not to exceed the term expressed in the pertinent statement of work, if any. If You terminate during the Initial Term, You shall be responsible for all amounts due to XAQ10 throughout the remainder of the Initial Term and any and all fees already paid to XAQ10 shall be nonrefundable.If You terminate these Terms following expiration of the Initial Term, You shall be responsible for all fee amounts that have accrued and are due as of the date of the termination.For purposes of this Section, the onboarding period shall begin once You pay the Fees and all fees due to XAQ10 shall be paid in advance.

(b)XAQ10 may terminate these Terms and/or suspend Services immediately upon written notice to You if: (i) You are engaged in or ask XAQ10 to engage in or ignore any illegal or unethical activity; or (ii) You fail to pay any amounts due to XAQ10 when due.

(c) The expiration or termination of these Terms or Services will not destroy or diminish the binding force and effect of any of the provisions of the Terms that expressly, or by reasonable implication, come into or continue in effect on or after such expiration or termination, including, without limitation, provisions relating to payment of fees and expenses (including witness fees and expenses), confidentiality, governing law, arbitration, and limitation of liability.

(d)Changes.XAQ10 reserves the right to amend these Terms, the Services, Fees, or any Deliverables in its sole and exclusive discretion (the “Changes”). XAQ10 shall provide You with 30 days’ notice (via email) of any Changes.

(e)You shall be responsible for any and all expenses related to any ad spends and, even if You suspend Your ad spend campaigns, these Terms shall still be in effect, and You will still be responsible for all XAQ10 Fees.

2.Performance; Third-Party Services.

(a)XAQ10's failure to perform its contractual responsibilities, to perform the Services, or to meet agreed service levels shall be excused if and to the extent XAQ10's non­performance is caused by Your omission to act, delay, wrongful action, failure to provide inputs, or failure to perform any obligations under these Terms. You shall be solely responsible for providing XAQ10 all information related to personal and/or business affairs including, but not limited to, all materials, data, and documents necessary to perform the Services. You acknowledge and agree that the accuracy of information supplied to XAQ10 is Your sole responsibility and XAQ10 shall be held harmless from any liability resulting from the accuracy of the information provided.

(b)You shall indemnify, defend, and hold harmless XAQ10 and its affiliates, employees, contractors, vendors, and the respective current, future, and former officers, directors, employees, agents, successors and assigns of each of the foregoing, and each of the foregoing persons or entities on demand, from and against any and all claims or losses incurred by any of them and shall defend XAQ10 against all claims arising from or in connection with these Terms or Services, the actions of any third-party providers, any infringement claims, or in relation to any third-party services.

(c)No Exclusivity. XAQ10 retains the right to perform the same or similar type of Services for third parties during the Term.

3.Payment Terms.

(a)Payments to XAQ10 are to be made through automatic recurring charges to Your authorized credit card in advance of any Services rendered as stipulated in accordance with the instructions set forth on invoice or such alternative financial institutions as may be provided in writing by XAQ10 from time to time, plus a Three Point Five Percent (3.5%) processing fee on any of Your ad spends or any other fees (the “Fees”). All credit card payments shall be subject to any applicable credit card processing fees. You agree to pay all expenses associated with the Services, including any third-party fees, penalties, or travel expenses. Any amounts not paid when due are subject to a late charge equal to the lesser of 1.5% per month of the unpaid amount or the maximum amount allowed under applicable law, until such amounts are paid in full, including assessed service charges. At XAQ10’s sole and exclusive discretion, XAQ10 may suspend Services if amounts owed are not paid in accordance with the Terms. All fees are considered non-refundable and shall not be returned or refunded to You without the express written consent of XAQ10, which may be withheld in XAQ10’s sole and exclusive discretion.

(b)The Fees due by You shall be the greater of: (i) the monthly minimum recurring Fee (as stated herein) (the “Base Fee”); or (ii) 15% of ad spending (for a given month) incurred by You (“Percentage of Ad Spend Fee”).The Percentage of Ad Spend Fee supersedes the Base Fee only when the Percentage of Ad Spend Fee is greater than the Base Fee (monthly or ad spend fees are never concurrently due). Payments are to be made to the XAQ10 at the start of each month of services. Percentage of Ad Spend Fee is to be billed in advance of advertising fees incurred. All third-party advertising fees are used solely to purchase advertising on the ad platform. Any third-party advertising fees leftover at the termination of the Terms shall be returned to You. If You fail to pay third-party advertising fees, a pause in advertising may occur. Failure to pay third-party advertising fees does not terminate the Terms. XAQ10 reserves the right to adjust Your Base Fee, at any time. Any additional locations or dispensaries shall incur additional fees.

(c)Potential Additional Fees. In addition to any Fees or expenses, You may be responsible for third-party fees (I.E. Cloudflare, Pixel Hosting, etc.) based on various actions or inactions on your part. For example, XAQ10 requires that You use Cloudflare for DDoS protection, cloud caching, and cloud DNS benefits. Therefore, any DDoS attacks on any of Your landing pages hosted by XAQ10 will incur additional fees, which shall be Your exclusive responsibility.

(d)Fee Schedule. Your Fees shall include, but not be limited to the following:

Service fees:

Service Fees

Monthly Server Pixel Fees:

Server Pixel Fees


The fees chargeable by XAQ10 do not include any taxes, duties, and levies imposed by any government body. You shall be liable and will pay for all applicable tax liabilities such as sales, services, use, or value added taxes, but specifically excluding employment related taxes concerning XAQ10 personnel and income taxes based on XAQ10's net income. If You claim exemption from any taxes resulting from the Services, then You shall promptly provide XAQ10 with the relevant documentation to verify such exemption including required certificates, if any, from the relevant taxing authorities.

5.Warranties, Disclaimers and No Guarantees.

Except as otherwise expressly set forth herein or in an applicable SOW, it is understood that XAQ10 does not have a contractual obligation to You other than to provide the Services using commercially reasonable efforts in accordance with industry standards. You acknowledge that any information, including any resources delivered through XAQ10’s proprietary information and technology system, will be provided by XAQ10 as a tool to be used in Your discretion. XAQ10 will not be responsible for any action taken by You in following or declining to follow any of XAQ10's advice or recommendations. XAQ10 disclaims all other warranties, whether express, implied, or statutory. Without limiting the foregoing, XAQ10 makes no representation or warranty as to the accuracy or reliability of projections, certifications, opinions, representations, or any other information prepared or made by XAQ10 (collectively, the "Information") even if derived from XAQ10's intellectual capital. XAQ10 will not be liable for any claims of reliance on the Information or that the Information or Services do not comply with federal, state, or local laws or regulations. Specifically, XAQ10 disclaims any and all warranties or liability regarding any and all cannabis-related rules, regulations, or laws. XAQ10 makes no guarantees, and nothing provided to You may be construed as a promise or guarantee of any particular result. No guarantees are possible in matters such as this. The Services are for the sole benefit of You and not any unnamed third parties, unless otherwise stated herein.

6.Limitation of Liability.

The liability of XAQ10 in any and all categories and for any and all causes arising out of the Terms, whether based in contract, tort, negligence, strict liability, or otherwise will, in the aggregate, not exceed the actual fees paid by You to XAQ10 for a month in the last month Services were provided. In no event shall XAQ10 be liable for incidental, consequential, punitive, indirect, or special damages, including, without limitation, any interruption or loss of business, profit, or goodwill. As a condition for recovery of any liability, You must assert any claim against XAQ10 within three (3) months after discovery or sixty (60) days after the termination or expiration of the Services, whichever is earlier.

7.Governing Law, Arbitration, Witness Fees, and Injunctive Relief.

(a)These Terms will be governed by and construed in accordance with the laws of the State of Arizona, without regard to conflicts of law's provisions.

(b)The Parties agree that resolution of disputes or claims arising under the Terms shall be resolved first by good-faith participation by each of the Parties in mediation utilizing qualified mediators who are mutually agreed upon by the Parties. If the dispute is not resolved through mediation within thirty (30) days from the date that either party makes a written demand on the other party to enter into mediation, and in the absence of a mutual agreement to enter into binding arbitration with an arbitrator mutually agreed upon by the Parties, either party shall have the right to bring a judicial action to resolve the dispute through the filing of an action with the court in Maricopa County, Arizona. Unless otherwise determined by the court and/or by the arbitrator, each of which shall have the power to allocate the costs of the action or the arbitration, each party shall pay its own attorneys and court costs.

(c)In the event XAQ10 is requested or authorized by You or is required by government regulation, subpoena, or other legal process to produce documents or appear as witnesses in connection with any action, suit, or other proceeding initiated by a third-party against You or by You against a third-party, You will, so long as XAQ10 is not a party to the proceeding in which the information is sought, reimburse XAQ10 for its professional's time (based on customary rates) and expenses, as well as the fees and expenses of its counsel, incurred in responding to such requests. This provision is in addition to and not in lieu of any indemnification obligations You may have under this Terms.

(d)You acknowledge that a breach or threat of a breach of any provision of the Terms by You will result in irreparable harm and damage to XAQ10. Consequently, XAQ10’s remedies at law will be inadequate and, in each such event, XAQ10 will be entitled to an injunction or other similar relief to prevent You or Your executives or subsidiaries from breaching the Terms and to enforce specifically the provisions hereof, in addition to money damages sustained by XAQ10 resulting from a breach or threatened breach of the Terms, without regard to conflicts of law's provisions.

8.Confidential Information.

(a)Each Party (the "Receiving Party") will treat as confidential and prevent unauthorized duplication or disclosure of any confidential or proprietary information, including, without limitation, any information about the Disclosing Party's (as defined below) products, services, marketing techniques, price lists, customer lists, pricing policies, business methods, business plans, budgets, projections, financial information, and technical information (the "Confidential Information") of the other Party (the "Disclosing Party") which the Receiving Party may acquire during the course of its activities under the Terms and will not use any of the Confidential Information for any purpose other than in furtherance of the Receiving Party's obligations under the Terms. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information of the Disclosing Party to its employees, members, officers, agents, or consultants (the "Representatives") who need to have access to the Confidential Information, and who are informed by the Receiving Party of the confidentiality obligations imposed by the Terms. The Receiving Party's obligations under this Section will not apply to Confidential Information that (i) is or becomes part of the public domain through no fault of Receiving Party or its Representatives; (ii) is known to the Receiving Party at the time of receipt of such information from the Disclosing Party; (iii) if, after the date hereof, obtained by Receiving Party from a third party who has the legal right to disclose the same without a restriction on disclosure; (iv) has been, or is subsequently, independently acquired or developed by the Receiving Party without violating any of the Receiving Party's obligations under the Terms; or (v) is required to be disclosed by government regulation, court order or other legal process; provided the Receiving Party provides the Disclosing Party with prompt notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate relief. The Receiving Party acknowledges and understands that any right, title, and interest in and to the Disclosing Party's Confidential Information are vested in the Disclosing Party. The obligations of confidentiality provided hereunder will survive for a period of two (2) years after the expiration or termination of the Terms for any reason.

(b)Each of the Parties acknowledge that the covenants and restrictions contained in the Terms are (a) necessary, fundamental, and required for the protection of the business and intellectual property of each of the Parties; (b) necessary and required to protect the goodwill and value of XAQ10; (c) relate to matters which are of a special, unique, and extraordinary character that give each of the covenants and restrictions a special, unique, and extraordinary value; and (d) of a nature such that a breach of any such covenants or restrictions or any other provision of the Terms will result in irreparable harm and damage to XAQ10.

9.Intellectual Property Ownership.

(a)To the extent You have paid XAQ10 all amounts owed, all written reports, summaries, analyses, memoranda, spreadsheets, or other tangible work product prepared by XAQ10 in connection with the provision of Services hereunder (but specifically excluding any of XAQ10's pre-existing materials and the Residuals (as defined below)) (collectively “Work Product") will be considered work made for hire by XAQ10 and owned by You. XAQ10 agrees to perform, during or after its engagement, such further acts as may be necessary or desirable to transfer and perfect Your ownership of all Work Product, if any. In addition, XAQ10 hereby grants to You a non-exclusive, royalty-free right and license to use the Residuals in connection with Your use of the Work Product, but only for internal business purposes and not for sale, resale, or use by third-parties. XAQ10 may revoke this license if You breach any Terms. The ideas, methods, concepts, know-how, techniques, inventions, developments, processes, Facebook compliance frameworks, Facebook business managers, Facebook ad accounts, YouTube video frameworks, compliance guidelines, SEO content strategies, ad-platform appeal frameworks, landing pages, landing page platforms, databases, discoveries, improvements, and other information relating to the Services developed during the course of the Terms by XAQ10 (collectively, "Residuals") will be owned by XAQ10 and may be used by XAQ10, without any obligation to account, in any way that it deems appropriate, including by or for its other clients. You shall not duplicate, copy, share, disseminate, sell, reverse engineer, or use the Residuals without the express written consent of XAQ10. Accordingly, subject to any confidentiality obligations of XAQ10 hereunder, nothing in the Terms will preclude or limit XAQ10 from providing services and/or deliverables for other clients, irrespective of the possible similarity thereof to materials which might be delivered to You.

(b)Subject to and in accordance with the terms and conditions of the Terms, You grant XAQ10 and its affiliates and permitted third party service providers a limited, non-exclusive, royalty-free, non-transferable, and non-sublicensable, worldwide license during the Term to use Your intellectual property solely to the extent necessary to provide the Services to You.

10.General Provisions.

(a)Waiver. Neither Party will be deemed to have waived any rights or remedies accruing under the Terms unless such waiver is in writing and signed by the Party electing to waive the right or remedy. The waiver by any Party of a breach or violation of any provision of the Terms will not operate or be construed as a waiver of any subsequent breach of such provision or any other provision of the Terms. No delay on the part of any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party hereto of any right, power or privilege hereunder operate as a waiver of any other right, power, or privilege hereunder, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power, or privilege hereunder.

(b)Force Majeure.Neither Party will be liable for any delay or failure to perform under the Terms (other than with respect to payment obligations) to the extent such delay or failure is a result of an act of God, war, earthquake, pandemic, civil disobedience, court order, labor dispute, or other cause beyond such Party's reasonable control.

(c)Further Documents and Acts. From time to time each party shall take, or cause to be taken, all reasonable actions and shall execute and deliver such documents as may be reasonably requested by the other party to carry out the purposes and intent of the Terms.

(d) Default by You. If You are more than 7 days late in making the required payments to XAQ10 pursuant to the Terms, and upon receipt of written notice that the payment is late, You shall have 3 calendar days to cause a cashier's check to be sent to XAQ10, by overnight mail to be received by XAQ10 on or before the 3rd day after Your receipt of said written notice of non-payment. In the event You fail to send the cashier check within said period, it shall be in default under the Terms and, thereupon: (1) XAQ10 will have no responsibility to perform further services; and (2) the entire amount of the unpaid balance of the payments required under the SOW shall become immediately due and payable to XAQ10.

(e)Default by XAQ10. XAQ10 shall be in default under the Terms if XAQ10 fails to perform the Services reasonably required to be performed, taking into account that other service providers may be required to perform major services on a timely basis to enable XAQ10 to perform the Services. Nevertheless, it is understood that the work schedule for XAQ10 may, by mutual arrangement with You, be altered to fit XAQ10's convenience as well as Your needs for the Services. You must give XAQ10 not less than fifteen (15) calendar days' written notice of any alleged default in the performance of its Services required under the terms of these Terms. XAQ10 will have fifteen (15) days after receipt of said notice to meet with You for the purpose of seeking a mutually agreed upon resolution of the alleged default. If the matter is not mutually resolved by this process, You shall have the right to terminate the Terms. However, You shall not be excused from paying for any Services actually provided by XAQ10 or any non-refundable retainers.

(f) Notices. All notices or other communications provided for or permitted hereunder shall be made in writing by hand-delivery, pre-paid first-class mail, or by electronic mail to the address You provided on the XAQ10 onboarding form and to XAQ10: 3101 N. Central Ave, Ste 183 #2551, Phoenix, Arizona 85012. All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; two (2) business days after being deposited in the mail, postage pre-paid, if mailed as aforesaid; or on the date of receipt, if transmitted by electronic mail (with electronic confirmation of receipt) prior to 5:00 p.m. on a business day or otherwise on the next business day, provided receipt of such transmission shall be confirmed by follow-up notice within seventy-two (72) hours by another method authorized above. You have the affirmative duty, by written notice, to designate a different address for notices if necessary.

(g) Captions and Headings. The captions and headings in the Terms are for convenience of reference only and shall not limit or otherwise affect the meaning hereof

(h) Time of Essence. Except as otherwise provided herein, time is of the essence with respect to all provisions of the Terms in which a definite time for performance is specified; provided, however, that the foregoing shall not be construed to limit or deprive a party of the benefit of any grace period provided for in the Terms.

(i)Governing Law; Interpretation; Tax Treatment. The Terms shall be governed by and construed in accordance with the laws of the State of Arizona applicable to agreements made and to be performed within the state. The provisions of the Terms shall be interpreted in a reasonable manner to affect the purpose of the Parties and the Terms. All of the Parties, and their respective legal counsel, have mutually drafted the Terms and it shall be interpreted without placing any burden or rule of construction on either of the parties as being responsible for the drafting of the Terms. Neither party makes any representations to the other regarding the proper tax treatment of the transaction reflected in the Terms.

(j)Court Jurisdiction. Subject to the above provisions of the Terms, the Parties hereto agree that the State Courts located in the County of Maricopa, State of Arizona ("Court'') shall have exclusive jurisdiction over any legal action or other proceeding between the parties regarding the Terms (an "Action”) and the Parties hereby consent to the exercise of personal jurisdiction over them by the Court for purposes of resolving the Action.

(k)Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal, or unenforceable in any respect for any reason, the validity, legality, and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected, it being intended that all other rights and privileges shall be enforceable to the fullest extent permitted by law.

(l)Indemnification by You. To the fullest extent allowed by law, You agrees to defend, indemnify, and hold XAQ10 harmless, from and against any and all losses, damages, liabilities, claims, demands, actions, judgments, costs, and legal or other expenses (including, without limitation, reasonable attorneys' fees, costs, expert costs, and expenses subsequent to the Effective Date) incurred as a result of: (i) claims by third-parties relating to or arising out of facts and circumstances occurring after the Effective Date and arising out of the Terms or Services; or (ii) any breach of, or failure by You to perform, any of its representations, warranties, or covenants set forth in the Terms.

(m)Attorneys' Fees. In any action or proceeding brought to enforce or interpret any provision of the Terms, or where any provision hereof is validly asserted as a defense, the prevailing party shall be entitled to recover actual attorneys' fees and all other litigation costs including without limitation costs awardable pursuant to the laws of the State of Arizona and amounts payable to expert witnesses ("Costs”) in addition to any other available legal remedy. In addition to the fees and Costs recoverable under the preceding sentence, the Parties agree that the prevailing Party shall be entitled to recover actual attorneys' fees and Costs incurred in connection with the enforcement of a judgment arising from such action or proceeding.

(n)Entire Terms. The Terms, including the SOW attached hereto, is intended by the parties as a final expression of their agreement and is intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. The Terms supersede any and all prior restrictions, promises, representations, warranties, agreements, understandings, and undertakings between the parties with respect to such subject matter and there are no restrictions, promises, representations, warranties, agreements, understandings, or undertakings with respect to such subject matter other than those set forth or referred to herein. Notwithstanding anything contained herein, XAQ10 reserves the right, at its sole discretion, to modify or replace these Terms and Conditions from time to time as it deems appropriate and will provide thirty (30) days’ notice of any Changes via email.

(o)Successors and Assigns. The Terms shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the Parties. Without the prior written consent of the other party, neither party may assign its rights under the Terms except that XAQ10 may assign its rights hereunder to any person or entity which controls, is controlled by or is under the common control with XAQ10, or to any corporation into or with which XAQ10 may be merged or consolidated, to any partnership or limited liability in which XAQ10 or one of its subsidiaries, owners, members, board members, or shareholders, is a partner or member, as the case may be, or to any person or entity which purchases all or substantially all of the assets of XAQ10.

(p)No Third-Party Beneficiaries. Nothing expressed or mentioned in the Terms is intended or shall be construed to give any person, other than the Parties hereto and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of the Terms or any provisions herein contained, the Terms and any conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the Parties and their respective successors and assigns, and for the benefit of no other person.

(q)Performance of Acts on Business Days. Unless specifically stated to the contrary, all references to days herein shall be deemed to refer to calendar days. In the event that the final date for payment of any amount, performance of any act, or the end of any other period hereunder falls on a Saturday, Sunday or holiday, such payment may be made, such act may be performed, or such period shall end, as the case may be, on the next succeeding business day.

(r)Confidentiality. The Parties mutually agree that the existence and terms of the Terms and all Confidential Information shall be maintained in strict confidence and no disclosure of any of the foregoing will be made by XAQ10 or You, except to such attorneys, accountants, investment advisors, partners, members, investors, lenders, and other similar persons as are reasonably required to evaluate and consummate said transaction. Nothing in this paragraph shall prevent a party from disclosing or accessing the Confidential Information (i) in connection with that party's enforcement of its rights hereunder; (ii) pursuant to any legal requirement, any statutory reporting requirement or any accounting or auditing disclosure requirement; (iii) in connection with the performance by either party of its obligations hereunder; and/or (iv) to potential investors, participants, or assignees in or of the transaction contemplated by the Terms. The provisions of this paragraph shall survive any termination of the Terms.

(s)Authorization. Each person executing the Terms on behalf of a party that is a limited liability company or corporation hereby individually represents and warrants that he or she is duly authorized to execute the Terms on behalf of such Party and that his or her execution hereof causes the Terms to become legally binding and effective on such limited liability company or corporation.

11. Services. The services provided by XAQ10 shall include the following, subject to adjustments:

Scope of Work:

Setup - Set up of tracking, creative, landing pages, and ad accounts for dispensary advertising.

FB Advertising - Facebook advertising for dispensaries.


Setup - Onboarding period

FB Advertising - Monthly


Setup - 1 month - 1x per dispensary

Facebook Advertising - 1 month recurring

*All timelines, schedules, and deliverables are estimates only. XAQ10 disclaims any representations or warranties regarding the timelines, schedules, and deliverables and shall not be held responsible for any delays or damages.*

12. Acceptance Criteria. You shall have seven (7) days from the date of delivery to accept or reject any Services or Deliverables (the “Acceptance Time Period”) provided by XAQ10. If You approve the Services or Deliverables within the Acceptance Time Period, XAQ10 shall have the right to move forward with the project as if You had approved all Services and Deliverables. If You reject the Services or Deliverables within the Acceptance Time Period, XAQ10 shall provide one-round of revisions, at which time the Services and Deliverables shall be deemed accepted and XAQ10 shall have the right to move forward with the project, as if You had approved all Services and Deliverables.If You reject the Services or Deliverables within the Acceptance Time Period, You shall have eight (8) days from the date of original delivery to provide XAQ10 with specific and page-by-page revisions and edits (the “Revision Time Period”). If You fail to provide specific and page-by-page revisions and edits within the Revision Time Period, the Services and Deliverables shall be deemed accepted and XAQ10 shall have the right to move forward with the project, as if the You had approved all Services and Deliverables. All revisions shall be governed by the Acceptance Criteria as listed in this section. If You fail to either accept or reject the Services or Deliverables within the Acceptance Time Period, the Services and Deliverables shall be deemed accepted and XAQ10 shall have the right to move forward with the project, as if the You had approved all Services and Deliverables.

13. Resources Needed by XAQ10. In order to facilitate the Services, You are responsible for providing XAQ10 with the following during the onboarding period:

Access to:

  • Google Tag Manager
  • Website back-end, for the purpose of installing a tracking pixel
  • Online menu back-end
    • Developer access, for the purpose of installing a tracking pixel
    • Analytics access, for the purpose of confirming campaign performance
  • API keys for POS and online ordering menu
    • Public key
    • Private key
  • Brand logos, brand assets, photography, and video
  • And, any and all resources reasonably requested by XAQ10.