Shopify Redesign & Digital Marketing

This CONSULTING SERVICES AGREEMENT (“Agreement”) is dated and in effect as of  03/31/20 (the “Effective Date”), between Haggerty’s Music hereinafter referred to as “Client,” 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

WHEREASE, 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. 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 [Marcus LaVake] (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 A (“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 prior to commencement of work (payment date will mark the Effective Date of the project) and is non-refundable in consideration of Consultant’s agreeing to undertake the Work and making all necessary arrangements therefore. It is understood if delays exist in receiving approval from Client or receipt of the Deposit; this will affect the overall proposed timeline. Progress billing, unless Payment Schedule/Terms are stated otherwise under Exhibit A, 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 5 business days of the date Consultant sends Client an invoice. If payment is not received within the 5 business day grace period, Consultant reserves the right to stop all work until payment is received from the Client. 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.

14. SUBCONTRACTORS: Consultant, at consultant’s own expense, may hire subcontractors to assist with the completion of the Work. Outside consultants will be bound by additional confidentiality agreements. This may include, but is not limited to, working with a third-party extension company for support, consulting with a hosting company about site performance or speed, working with Magento’s Expert Consulting Group, or consulting with a database professional or other programmer(s) to assist with the Work.
15. INDEMNIFICATION: Client agrees to indemnify and hold harmless Consultant against all claims, costs, and expenses, including reasonable attorney’s fees, in any way associated with (i) Client’s breach of this Agreement, (ii) any third party claim in any way related to an actual and/or alleged infringement of intellectual property rights of any kind associated with any materials included in the Work furnished by and/or used at the request of the Client or (iii) any bodily injury incurred by any representative of Consultant while on Client’s premises due to Client’s negligence or misconduct.
16. LIMITATION OF LIABILITY: THE SERVICES AND WORK OF CONSULTANT ARE PERFORMED AND SOLD “AS IS.” THERE ARE NO WARRANTIES OF ANY KIND ASSOCIATED WITH THE SERVICES OR WORK OF THE CONSULTANT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING FITNESS FOR A PARTICULAR PURPOSE. THE MAXIMUM LIABILITY OF CONSULTANT OR
ANY OF ITS RELATED PARTIES (INCLUDING, WITHOUT LIMITATION, ITS OFFICERS, SHAREHOLDERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES) TO CLIENT, FOR DAMAGES FOR ANY AND ALL CAUSES OF ACTION AND CLIENT’S MAXIMUM REMEDY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL BE LIMITED TO TWENTY FIVE PERCENT (25%) OF THE CONTRACT PRICE ACTUALLY PAID TO CONSULTANT. IN NO EVENT SHALL CONSULTANT BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE SERVICES PROVIDED AND WORK PRODUCT PRODUCED BY CONSULTANT. CLIENT ACKNOWLEDGES THAT THESE LIMITATIONS OF LIABILITY ARE AN INTEGRAL PART OF CONSULANT’S PRICING STRUCTURE AND THAT CONSULTANT WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITH CLIENT WITHOUT SUCH LIMITATIONS OF LIABILITY.
17. TERMINATION FOR MATERIAL DEFAULT OR BREACH: Either party may terminate this Agreement upon the other party’s default of any material obligation under this Agreement, provided that the terminating party will first deliver to the other party written notice specifying the nature of the material default. If after thirty (30) days after the notice of default, or in the case of nonpayment after ten (10) days after date of default, if the default has not been cured, this Agreement may be terminated by written notice to the defaulting party. A programming error or unexpected result stemming from the Scope of Work does not constitute a breach under this Agreement.
18. TERMINATION AFTER COMMENCEMENT OF WORK: Client may terminate this Agreement after commencement of Work, for convenience or for any reason, upon five (30) days’ written notice to Consultant. In such case, Consultant shall promptly wrap-up its efforts, and Client will pay Consultant the greater of (i) the appropriate amount for all hours worked up to the date of termination at Consultant’s Standard Hourly Rates or (ii) the full amount of the Deposit. An audit of Work performed will be conducted and Client will be notified of the value of Work performed. Should the value of Work performed be greater than any payments made pursuant to his Agreement (including under any executed amendment hereto), Client will be billed accordingly and this amount will be due immediately. Should any such payments exceed the value of Work performed, Consultant will refund any such amount to Client in excess of the Deposit, if any. Prior to full payment from Client, Consultant will retain all ownership of all Work and/or work product, including but not limited to artwork, programming and development plus copyrights for Work performed up to the termination date. Upon receipt of complete payment, Consultant will tender all ownership of all Work and/or work product, including but not limited to artwork, programming and development plus copyrights for Work performed up to the termination date to Client.
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