Services Agreement

This is a Services Agreement between Jarrin Bakula, LLC (d/b/a StethoWealth) (“Company”), and you, the "Client". • Scope. The Company agrees to provide the service program or products selected by the Client as set forth in the Agreement (the “Goods” and “Services”).

• Price and Payment. The Client shall pay the Company the Fixed Fee at the time of entering into this Agreement for the Goods and Services. The Fixed Fee is nonrefundable. • Nature of Goods and Services.

o No Reliance. The Client acknowledges and agrees that the Goods and Services consist solely of general educational information relating to financial planning and wealth management, and do not constitute, and shall not be construed as, personalized investment, financial, tax, legal, medical, insurance, or any other form of advice that requires professional certification or licensure. Neither this Agreement nor the provision of Goods and Services to the Client shall be construed as establishing any fiduciary, advisory, or professional-client relationship between the parties with respect to the subject matter hereof. The Client shall not rely on the Goods and Services as a substitute for consultation with qualified licensed professionals. The Client understands the Client is solely responsible for any financial, investment, tax, legal, insurance, or medical decisions.

o No Fiduciary or Advisory Relationship. No fiduciary relationship or duty, investment advisory relationship, or other professional relationship is created by this Agreement or the Goods and Services. o Regulatory Status. Neither the Company nor its agents performing the Goods and Services are: (i) a registered investment advisor, broker-dealer, certified public accountant, licensed attorney, or licensed insurance agent; or (ii) registered with or licensed by any federal or state regulatory authority (including the SEC or FINRA) in any advisory or professional capacity.

• Client’s Responsibilities. Client shall provide information in a timely manner when requested by Company. If Client does not provide information in a timely manner to Company, Company will not be in breach of this Agreement for failing to provide any services in a timely manner if such delay is caused by Client. Company shall be entitled to rely on, and shall not be responsible for, the accuracy, completeness, and timeliness of, information furnished by the Client.

• Term and Termination.

o Term. This Agreement shall remain in effect until completion of the Goods and Services. o Termination by Either Party. This Agreement may be terminated by either party if the other party fails to perform any of its material obligations under this Agreement.

o Termination for Convenience.Either party may terminate this Agreement upon 5 days’ written notice to the other party.

o Effect of Termination. The Client acknowledges and agrees that, upon termination or expiration of this Agreement, the Client shall not be entitled to any refund of the Fixed Fee.

o Survival of Terms. Upon termination of this Agreement, the provisions of this Agreement providing for the payment of the Fixed Fee, warranties, limitation of liability, protection of Confidential Information, indemnity, the general provisions, and any other provision that by its nature should survive shall continue and survive in full force and effect.

• Performance of Goods and Services; Limited Warranty.

o Limited Warranty. The Company will perform and provide the Goods and Services in a professional manner in accordance with generally recognized standards for similar general educational services. o Disclaimer.

THE COMPANY MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN SECTION 7(A).ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.

• Limitation of Liability.

o Limitation. THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE FIXED FEE.IN NO EVENT SHALL THE COMPANY BE LIABLE TO THE CUSTOMER OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

o Independent Provisions.The limitations set forth in Sections 7(b) and 8 are independent from all other provisions of this Agreement and shall apply notwithstanding the failure of any remedy provided herein.

• Confidential Information.

o As used in this Agreement, “Confidential Information” means any information (whether tangible or intangible, printed, electronic, or otherwise) and items (including materials, software, code, photographs, samples, working models, and prototypes) at any time furnished by the Company to the Client or to which the Client is exposed, whether before or during the term of this Agreement, including, without limitation, (a) the identities of or information concerning Company’s customers, clients, or other business partners, (b) information concerning the Company’s business and business plans, (c) the Company’s marketing plans and materials, (d) financial information concerning the Company, (e) information concerning the Company’s pending patents or other trade secrets, (f) the Company’s business techniques and methodologies, material sources, operating procedures, systems operations, management tools, manuals, sketches, drawings, designs and specifications, data, models, concepts, ideas, inventions, know-how, processes, templates, apparatus, equipment, algorithms, formulas, ingredients, software programs, software source documents, and formulas, (g) information from third parties that the Company is obligated to treat as confidential, (h) information that is derived from Confidential Information, and (i) any finished product, sample, prototype, or material made with Confidential Information.

o Confidential Information does not include information that: (i) is publicly available; (ii) is obtained by the receiving party from a third party as a matter of right; (iii) is already known or independently developed by the receiving party; or (iv) is required to be disclosed by law.

o The Company shall retain ownership of all rights, including all intellectual property rights, in its Confidential Information. The Company hereby grants the Client a license to use all Confidential Information made part of the Goods and Services free of additional charge and on a non-exclusive, non-transferable, non-sublicensable, fully paid-up, royalty-free and perpetual basis to the extent necessary to enable Client to make reasonable use of the Goods and Services.

o Except as otherwise expressly permitted in writing by an authorized representative of Company, Client agrees that it will not: (i) use or permit any access of use to the Confidential Information of the Company for any purpose other than the Goods and Services; (ii) directly or indirectly copy, or otherwise reproduce (in whole or in part) any Confidential Information of the Company; (iii) disclose, reveal or otherwise provide access to Confidential Information of the Company to any person or entity.

o The Client will not take any steps to analyze the composition of the Confidential Information, or to use the Confidential Information for other than the Goods and Services or as otherwise approved by the Company. If Confidential Information is embodied in an item or consists of computer software disclosed in object code form, the Client shall not, and shall not permit any other party, to reverse engineer, reverse compile, or disassemble such object code, or take any other steps to derive a source code equivalent thereof.

• Website Terms of Use and Website Privacy Policy. The Client acknowledges and agrees that the Company’s website terms of use and privacy policy each as posted on the Company’s website and as may be amended from time to time (collectively, the “Policies”) are hereby incorporated herein by reference, and that the Client has reviewed or has had the opportunity to review the Policies and is bound by and shall comply with the Policies.

• General Provisions.

o Force Majeure.The Company shall not be liable for a delay or failure to perform any of its respective obligations hereunder if such failure is caused by means any event or occurrence beyond Company’s reasonable control, including but not limited to strikes or other labor difficulties, acts of God, flood, fire, earthquake, other potential disaster(s) or catastrophe(s), such as epidemics, or explosion, acts of government, government restrictions, war, riots, national or regional emergency, or embargoes.

o Notices. Any notice to the Company or the Client is effective when given in person, sent as an electronic message (e-mail), or when mailed by first-class mail, postage prepaid, to the Company or the Client’s address set forth above, or to such other address as the Client or the Company may hereafter specify by written notice to the other party.

o Amendment.No provision of this Agreement may be modified except by a written document signed by a duly authorized representative of each party.

o Waiver.No provision of this Agreement shall be deemed waived and no breach excused, unless such waiver or consent is in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach of the other party, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any different or subsequent breach.

o Cumulative Remedies.The rights and remedies provided herein shall be cumulative and in addition to any other remedies available at law and in equity. o Binding Effect.This Agreement shall be binding upon and inure to the benefit of the Company and the Client and their respective legal representatives, successors and authorized assigns.

o Severability.If any provision of this Agreement shall be prohibited or unenforceable by any applicable law, the provision shall be ineffective only to the extent and for the duration of the prohibition or unenforceability, without invalidating any of the remaining provisions.

o Governing Law; Venue; Jurisdiction. This Agreement shall be governed by the laws of the State of Michigan.Any action arising out of this Agreement shall be brought exclusively in any state or federal court located in, or whose jurisdiction includes, Muskegon County, Michigan. The Client consents that such courts shall have exclusive jurisdiction and venue over the Client with respect to any such action.

o Assignment. The Client shall not assign, transfer, delegate, or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the Company. Any purported assignment or delegation in violation of this Section 10(i) shall be null and void.

o Entire Agreement.This Agreement constitutes the entire agreement between the Company and the Client with respect to the subject matter of this Agreement and supersedes all earlier agreements and understandings, oral and written, between the parties. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.

o No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, confers on any other person besides the parties to the Agreement any legal or equitable right, benefit, or remedy of any nature whatsoever.

o Counterparts.This Agreement may be executed simultaneously in one or more counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.