Digital Marketing

This CONSULTING SERVICES AGREEMENT (“Agreement”) is dated and in effect as of  Sep 3, 2020  (the “Effective Date”), between Real Smart Grouphereinafter referred to as “Client,” with an address of _______________ and Customer Paradigm, Inc., hereinafter referred to as “Consultant” with an address of 5353 Manhattan Circle #103, Boulder, CO 80303.

WHEREAS, Client wishes Consultant to create certain Work described more fully herein; and WHEREAS, Consultant wishes to create such Work for Client pursuant to the terms of this Agreement; NOW THEREFORE, in consideration of the foregoing premises and the mutual covenants hereinafter set forth and other valuable considerations, the parties hereto hereby agree as follows:

1. 1. DESCRIPTION OF WORK: This Agreement is with respect to the development of the website, software development or marketing assets that Client has requested that Consultant perform and/or produce, hereinafter referred to as the “Work”. A more complete description of the Work (the “Scope of Work”) is set forth on Exhibit A attached hereto and made a part hereof. The Scope of Work is the definitive description of the Work to be performed and/or produced under this Agreement. Consultant shall report to [Client Representative Name] (the “Client Representative”) as its supervisor and contact at Client. While Consultant shall have contact and may take direction from other Client employees, only the Client Representative shall have the authority to make material changes to the Scope of Work or otherwise amend this Agreement. Client may change the Client Representative by written notice to Consultant.
   2. PAYMENT TERMS: The payment terms for this Agreement are as follows: Unless expressly set forth on Exhibit A, all dollar amounts quoted for the work are estimates only, and all work done by Consultant is on an hourly basis. Any such estimates are not binding upon consultant. Client acknowledges that there many factors which will ultimately determine the final cost of the work, and that many such factors, including Client’s actions, are beyond Consultant’s control. Consultant shall provide updated cost estimates if needed within a reasonable timeframe of Consultant’s becoming aware of a need to revise any estimate. All Work is performed at Consultant’s standard hourly rates as set forth on Exhibit B (“Standard Hourly Rates”) which are subject to change at Consultant’s sole discretion after sixty (60) days after the Effective Date. Client shall be notified (email to Client Representative sufficient) of any changes in Consultant’s Standard Hourly Rates prior to their taking effect. Consultant has provided an estimate of the cost of the Work on Exhibit A as well as a Deposit amount (the “Deposit”). The Deposit shall be paid within 2 days of the Effective Date and is non-refundable in consideration of Consultant’s agreeing to undertake the Work and making all necessary arrangements therefor. It is understood if delays exist in receiving approval from Client or receipt of the Deposit; this will affect the overall proposed timeline. Client shall pay Consultant for hours spent each month as a monthly progress bill. Initially all such amounts will be deducted from the Deposit; once the Deposit is exhausted, the remaining balance will be progress billed at the end of each calendar month, or will be due on the completion date of the Work (whichever is sooner). All non-Deposit payments are due within fifteen calendar days of the date Consultant sends Client a monthly bill. All monthly bills will be sent to the Client Representative at his or her email address. Full payment is required prior to file relinquishment, or upload and/or assembly of website on Client’s web server. Customer Paradigm reserves the right to withhold delivery of the Work and its components, modules, programming, any and all assets included in the Work until such time as all payments due are paid in full. Any payment due and not paid within thirty days of due date will result in the assessment of a finance charge of 1.5% per month.
   3. TIMELINE: Exhibit A describes an agreed-upon estimated timeline for the Work, which may include a target date to publish the Work on the World Wide Web (the “Go Live” or “Go Live Date”). Consultant will use its commercially reasonable efforts to meet such timeline with respect to factors within its control. Client acknowledges that Client’s failure to submit required content, information, website access information (FTP, SSH, Control panel, admin panel, hosting information) or materials necessary for completion of the Work may cause subsequent delays in production of the Work. For example, a one-day delay in SSH access will push the due dates back by at least one working day. Client acknowledges that its failure to submit required content, information, or materials necessary for completion of the Work may also result in significant delays in delivery of the Work. Consultant does not make any covenants, representations or warranties concerning the actual Go Live Date or with regarding any other aspect of any timeline set forth on Exhibit A. Client understands that Consultant’s estimation of the Go Live Date is a statement of opinion based on the Consultant’s experience and judgment. A failure to complete the Work by the estimated Go Live Date (and/or to complete any other aspect of the Work in conformance with the timeline set forth on Exhibit A) does not constitute a breach under this Agreement.
   4. CLIENT RESPONSIBILITIES: Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner: Coordination of any decision-making parties other than the Consultant; Provision of website access information including FTP, SSH, Control Panel, Admin Panel, Database Access; Provision of Client Content including copy, images, data feeds, branding assets, etc. in a form suitable for reproduction or incorporation into the Work without further preparation, where “Client Content” is defined as any external documents including all PDFs residing on the site, any brand standards documentation that is available, with all critical graphic assets including logos and photography, stock photography in final site designs, brand-specific fonts; Meeting participation, whether in person or remote; Work feedback; Approval of applications and or modules for use in the Work; and Final review and proofreading of its Work. Client acknowledges and agrees that Consultant’s ability to meet its estimated time for completion of the Work is dependent on Client’s prompt performance of its obligations to provide materials, written approvals, and/or instructions. Client should be available for collaboration, consultation and approvals within a commercially reasonably time. Client acknowledges and agrees that any delays in Client’s performance or changes in the services requested by Client may delay Completion of the Work. Any such delay caused by Client which has a material, proven impact on Customer Paradigm’s ability to deliver the Work on time, shall not constitute a breach of Consultant’s obligations under this Agreement. 
   5. BROWSER COMPATIBILITY: Consultant develops its Work to be compatible and functional using the following current browsers on a currently updated PC and/or Mac computer: Firefox (current version); Safari (current version); Google Chrome (current version). Should Client desire that its Work be compatible and functional with any other browsers or versions not listed herein, that line item must be included in the Scope of Work and will be invoiced accordingly. Additionally, should a Client desire that its Work be compatible and functional as a mobile site, that line item must be included in the Scope of Work and will be invoiced accordingly.
   6. DEVELOPMENT & TEST SITES: Consultant recommends using

development and/or test sites to make changes, instead of live Websites. Consultant can set up a test or development site on an hourly basis.

1. SERVER COMPATIBILITY: Web servers that host Website frequently are updated by hosting companies to enhance security and reliability. Such upgrades from one version of software to the next may impact the functionality and/or display of the Website. Consultant is not responsible for Web server changes, and is available to fix issues that arise from upgrades on an hourly basis as a separate service not included in the Scope of Work.
2. CORE FILE MODIFICATIONS: Consultant strives to create websites and other work product in a responsible and ethical manner, and therefore will not modify core Magento code files, core WordPress files or other systems without explicit authorization from the relevant third parties. Consultant can run a code audit on Magento sites that will determine if any core files have been changed; in the case that core files have been modified or changed, a new estimate for Client’s Work may be required, and Consultant may, at its option, terminate this Agreement and replace it with a new agreement more accurately reflecting the amount of work required.
3. EXCLUDED SERVICES: Consultant does not offer Website hosting or formal Website backup services. Consultant recommends that (i) Client subscribe to a Website backup service, at both the hosting company and at an external location, (ii) full site backups be performed on a daily basis, and (iii) a full offsite backup be created at least twice per month, including the database files. Further, no Search Engine Optimization (SEO) services are included within the Work which is the subject of this Agreement unless SEO services are specifically described on Exhibit A. Consultant offers SEO on a monthly basis or project basis pursuant to separate agreements.

19. COMPLETION: Completion of the Work is defined as the point in time at which the design files and/or Work deliverables are ready to be delivered to Client provided written approval of Work completion has been received by Consultant. Completion under this is based at the point in time when the Scope of Work is deemed free of foreseeable programming and development errors. All development, design, coding, formatting and Work and/or work product created, produced or purchased by Consultant shall remain the sole and exclusive property of Consultant until such time as Client has paid all amounts due under this Agreement and any amendments hereto.
20. PUBLICITY: The Client will not use the name of Consultant, in any advertising or publicity or online reviews without the prior written approval from the Consultant. Client hereby agrees to allow Consultant to put a small link on their website directing users to the Consultant’s site at Consultant’s request. Client recognizes that any negative review of Consultant posted on the internet or other social media outlet may result in considerable damage to Consultant’s business. Client therefore agrees to give Consultant formal notice pursuant to Section 34 hereof prior to any posting of any negative review by Client or any of its employees to give Consultant an opportunity to address any issues Client may have with Consultant’s performance hereunder. Consultant reserves the right to seek appropriate redress and damages associated with any false allegations made by Client or its employees in any negative review actually posted on the internet or other social media outlet.
21. COPYRIGHT NOTICE: Copyright is in Consultant’s name. Upon completion of Work, the copyright will only be released to the Client upon the Consultant’s signing of the Release of Copyright and upon Client’s full payment for services rendered by Consultant.
22. CONFIDENTIALITY: The Client and Consultant may disclose confidential information to one another to facilitate Work under this Agreement. Such information shall be so identified in writing at the time of its transmittal, and shall be safeguarded and not disclosed publicly by the receiving party. Client agrees that Consultant may disclose confidential information to select subcontractors or other relevant third parties, such as a hosting company, extension development company or Magento’s Expert Consulting Group in order to complete the Work. Such subcontractors or third parties will be advised of the confidential nature of any information so disclosed, but Consultant shall have no liability to Client for any disclosure of confidential information by any subcontractor or third party. Confidential information shall not include information that: (i) is or becomes part of the public domain without breach of this Agreement; (ii) is obtained from third parties, which have no obligations to keep confidential to the parties to the Agreement; or (iii) is independently developed by one of the parties without reference to the other party’s confidential information.
23. NO HIRING. The parties acknowledge that each party’s continuing relationship with their respective employees is an essential part of its business. Accordingly, for the term of this Agreement and for an additional eighteen (18) months thereafter, both parties agree not to solicit for employment or to hire, or to enter into any consultancy or similar agreement with any person who was an employee of the other party during the term of this Agreement unless it has received the other party’s prior written consent.
24. ENTIRE AGREEMENT. The parties acknowledge and certify that this Agreement contains the entire understanding between the parties regarding the subject matter hereof and that there are no representations, warranties, promises, covenants, or undertakings between them other than those expressly set forth herein.