Marketing Services Agreement

between Vivere Web and Ten Four Funding · Draft v1 · July 2026

This Marketing Services Agreement ("Agreement") is entered into as of [DATE] by and between:

"Provider": Joseph Sutliff, doing business as Vivere Web, of Delta, Colorado; and
"Client": Lee Oday, doing business as Ten Four Funding, [entity type & state, e.g., a Colorado LLC].

1. Services. Provider will perform the marketing and web services described in Exhibit A (Statement of Work), including website hosting and maintenance, content production and publishing, lead-capture infrastructure, and monthly performance reporting. Services exclude legal, financial, lending, and loan-brokering activities of any kind.
2. Term & Termination. Initial term of [6 / 12] months from the Effective Date, renewing month-to-month thereafter. Either party may terminate with 30 days' written notice. Client may terminate immediately for material breach uncured within 15 days of written notice. Sections 5–12 survive termination.
3. Compensation.
   1. Base retainer: $[750–1,000] per month, invoiced on the 1st, due net-15.
   2. Marketing performance bonus: $[150] for each Qualified Funded Engagement (defined in Exhibit B) attributable to Provider's marketing channels, reconciled and paid quarterly.
   3. The performance bonus is compensation for marketing performance measurement and is not, and shall not be construed as, a commission on, referral fee for, or share of the proceeds of any loan or financing transaction.
   4. Late payments accrue interest at 1.5%/month or the maximum lawful rate, whichever is lower.
4. Attribution. A lead is attributable to Provider when it originates from (i) the website contact form, (ii) tracked links or QR codes deployed by Provider, or (iii) a "how did you hear about us" response naming Provider-managed channels. Client will maintain source tags in its CRM and grant Provider read access to attribution data for quarterly reconciliation. Disputes are resolved by good-faith review of the CRM record, which controls.
5. Client Responsibilities & Regulatory Compliance.
   1. Client is solely responsible for the legality of its financing business, including any licensing, registration, disclosure, and conduct requirements in each state in which it operates.
   2. Client is solely responsible for the accuracy of all rates, terms, program descriptions, and financial claims appearing in marketing materials, and will review and approve all such claims before publication. Provider will apply Client-approved compliance language and will not knowingly publish unapproved financial claims.
   3. Client will respond to leads within the service levels the parties agree in Exhibit A; Provider is not responsible for conversion outcomes dependent on Client's response.
6. Intellectual Property. Upon payment in full of all amounts due, Client owns the website code, content, and brand assets produced under this Agreement, excluding Provider's pre-existing tools, frameworks, and templates, which are licensed to Client on a perpetual, non-exclusive basis as embedded in the deliverables. Until payment in full, all deliverables remain Provider's property, and Provider may suspend or disable deliverables for accounts more than 45 days past due after 10 days' written notice.
7. Confidentiality. Each party will keep the other's non-public business information confidential, using it only to perform this Agreement. Lead and applicant data are Client's confidential information; Provider will access them only for attribution and reporting, will not sell or disclose them, and will follow reasonable data-security practices.
8. Independent Contractor. Provider is an independent contractor, not an employee, partner, joint venturer, agent, or broker of Client. Neither party may bind the other. Provider has no authority to negotiate, arrange, or discuss financing terms with any applicant or lender.
9. Warranties & Disclaimers. Provider warrants services will be performed in a professional and workmanlike manner. EXCEPT AS STATED, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS." PROVIDER DOES NOT WARRANT ANY PARTICULAR VOLUME OF LEADS, TRAFFIC, RANKINGS, CONVERSIONS, OR REVENUE. FORECASTS AND PROJECTIONS SHARED BY PROVIDER ARE PLANNING ESTIMATES, NOT PROMISES.
10. Limitation of Liability. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS. EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT IS CAPPED AT THE FEES PAID OR PAYABLE TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. These limits do not apply to breaches of Section 7 (Confidentiality), Section 11 (Indemnification), or either party's gross negligence or willful misconduct.
11. Indemnification. Client will defend and indemnify Provider against third-party claims arising from Client's financing business, Client-approved financial claims, or Client's regulatory obligations. Provider will defend and indemnify Client against third-party claims that Provider's original deliverables infringe intellectual-property rights.
12. General. Governed by Colorado law; venue in Delta County, Colorado. Disputes go first to good-faith negotiation, then mediation, before litigation. This Agreement plus its Exhibits is the entire agreement and may be amended only in a writing signed by both parties. Neither party may assign without the other's consent. If any provision is unenforceable, the remainder stands.

Exhibit A — Statement of Work (summary)

Exhibit B — "Qualified Funded Engagement"

A financing engagement where (i) the applicant is attributable to Provider under Section 4, (ii) the engagement has funded and Client has been compensated by the lender, and (iii) the applicant was not an existing Client customer within the prior [12] months. Count is taken from Client's CRM at each quarter's end.

DRAFT v1 — prepared July 2026 from common best practices for review by independent counsel for both parties. Not legal advice.