Exhibit 10.4


 




Advisory
Agreement


 





 



 


August
1, 2017


 


Jill
Giles


321
Sixth Street


San
Antonio, TX 78215


 


Re:
Advisory Agreement


 


Dear
Ms. Giles:


 


This
document serves as a letter of agreement (the “Agreement”) for the advisory relationship between CloudCommerce,
Inc. (the “Company”) and you (the “Advisor”).


 


Section
1.        Services to Be Rendered


 


(a)
The Company provides advanced e-commerce services to leading brands. Advisor will provide advice to the Company regarding various
aspects of the Company’s business (the “Services”).


 


Section
2.        Compensation


 


(a)
Company shall grant Advisor non-qualified options (the “Options”) to purchase ten million (10,000,000) shares
of the Company’s Common Stock at an exercise price of $0.01 per share. Such awarded options vest monthly for three
(3) years and the Options expire on August 1, 2022.


 


Section
3.         Reimbursement of Expenses


 


The
Company shall reimburse Advisor for authorized expenses incurred by Advisor in the performance of her duties, provided that such
expenses are approved in advance, reasonable in amount, incurred for the benefit of the Company, and are supported by itemized
accountings and expense receipts submitted to the Company prior to any reimbursement.


 


Section
4.         Confidentiality


 


Advisor
shall hold in confidence and not disclose to any person or party any of the valuable, confidential, and proprietary business,
financial, technical, economic, sales, and/or other types of proprietary business information relating to the Company (including
all trade secrets), in whatever form, whether oral, written, or electronic (collectively, the “Confidential Information”),
to which Advisor has, or is given (or has had or been given), access as a result of this engagement and the relationship between
the Company and Advisor without appropriate protective treatment of the applicable Confidential Information prior to its disclosure.
Section 4 of this Agreement shall survive the termination of this Agreement.


 






    


     


    

 


Section
5.        Independent Contractor


 


(a)
Advisor acknowledges that in performing Services pursuant to this Agreement, Advisor (a) shall be an independent contractor and
not an employee of the Company, (b) shall not be entitled to participate in any fringe benefit programs established by the Company
for the benefit of its employees, and (c) shall be solely responsible for paying prior to delinquency, and shall indemnify, defend,
and hold the Company free and harmless from and against, all income taxes, self-employment taxes, and other taxes (including any
interest and penalties with respect thereto) imposed on the fees and expense reimbursements paid by the Company to Advisor pursuant
to this Agreement.


 


Section
6.        General Provisions


 


(a)
This Agreement executed by Company and Advisor on August 1, 2017 (i) represents the entire understanding of the parties
with respect to the subject matter hereof, and supersedes all prior and contemporaneous understandings, whether written or oral,
regarding the subject matter hereof, and (ii) may not be modified or amended, except by a written instrument, executed by the
party against whom enforcement of such amendment may be sought.


 


(b)
This agreement shall be construed in accordance with, and governed by, the laws of the State of California, without regard to
choice of law rules or the principles of conflict of laws. Venue for any action brought regarding the interpretation or enforcement
of this engagement shall lie exclusively in Santa Barbara County, California.


 


 


Please
confirm the foregoing is in accordance with your understandings and agreements with the Company by signing below. Accepted and
agreed as of the date first written above;


 





	COMPANY	 	ADVISOR
	CloudCommerce, Inc.	 	 
	 	 	 
	/s/ Andrew Van Noy	 	/s/ Jill Giles
	Andrew Van Noy, CEO	 	Jill Giles
	 	 	 
	Mailing Address:	 	Mailing Address:
	1933 Cliff Drive Suite 11	 	321 Sixth Street
	Santa Barbara, CA 93109	 	San Antonio, TX 78215