I. Terms of Service
By agreeing to this proposal as set forth by your signature herein, {{billing_company}} ("Client") confirms their commitment to adhere to these terms of service effective {{order_date}}. These terms of service are legally binding and represent an agreement between you, {{billing_company}} and Digital Made Simple, LLC ("Provider"). In the event this Agreement is not executed by Client within the time identified, the Proposal, together with any related Terms and Conditions and Deliverables, may be subject to amendment, change or substitution.
II. Scope of Work
The {{product_11962_name}} purchased and the options selected by Client will be considered the entire scope of work ("Scope of Work" or “Work”), which the Provider agrees to perform. Provider may decline, or charge additionally for work, assets, or functionality that Provider reasonably deems to be beyond this Scope of Work.

III. CLIENT RESPONSIBILITIES
Client is responsible for supplying the content, imagery, and representations for the website. Provider may assist in gathering such assets and it's the Client's responsibility to secure permission, licensing, and all ownership rights of said assets (either directly or through the Provider). Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:
(a) coordination of any decision-making with parties other than the Provider;
(b) provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Proposal;
(c) final proofreading and in the event that Client has approved Deliverables but errors, such as, by way of example and not limited to, typographic errors or misspellings, remain in the finished product, Client shall incur the cost of correcting such errors; and
(d) ensuring that all information and claims comprising Client Content are accurate, legal and conform to applicable standards in Client’s industry.

IV. Ownership of the Work
The Provider retains ownership of the intellectual property in its work unless and until the Provider signs a written agreement that transfers ownership of the intellectual property to the Client. Instead of assigning intellectual property to Client, Provider can keep intellectual property ownership and grant a license to Client. A license is a limited permission given by a Provider to the Client to use the intellectual property comprising the work product in a certain way. The extent of the license granted will vary based on the type of work involved.
■ Option 1: License for limited usage (limited to use on certain products, in particular media, in a certain territory, and/or for a specified time period as well as limitations on Client to modify design Work). ■ Option 2: Exclusive license

1. Liquidation damages
   If the terms of the licensing agreement are breached the Client must pay damages in the amount of 300% of the total Project Fee.
2. Provider may terminate this agreement without prejudice to the rights of Provider to seek one or all of compensation, damages, and indemnities relating to liability incurred as a result of the Client's aforementioned breaches.
3. Provider retains the right to reproduce, publish and display the Work in Provider’s portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website.
4. Third-party materials: If your work includes content from other vendors (e.g., stock illustration, photography, software), this section states that intellectual property ownership for those materials remains with those “third party” vendors. Under the intellectual property options, the rights granted to Client do not cover those third party materials, and Client is responsible for ensuring that it has the appropriate licenses to use them. “Third party” does not include freelancers or other design firms that you have contracted to work on this project. Those are called “Design Agents”. You need to get intellectual property licenses or assignments from your independent provider(s).

V. REVISIONS:
Your feedback will be requested throughout the Design, Pre-Approval, and Approval stages of the Project. Revisions may be made only by the Provider. These revisions will be presented at the Pre-approval and Approval phases. Additional fees will be charged for revisions made after (2) updates from the Approval phase, and for revisions reflecting a new direction to the Project, or new conceptual input (i.e. a greater than 25% design modification from the current concept).
VI. Confidential Information
In order for these terms and conditions to be complete and comprehensive, any information supplied by one party to the other marked as “Confidential” must be used only for the purposes of this agreement and must not be disclosed to other parties without the discloser's written consent. This does not apply to information that is publicly available or that the recipient already properly knew, developed or received independently”. Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Proposal except as may be required by a court or governmental authority. When the agreement terminates, Provider must return to Client any materials containing confidential information. Confidentiality obligations survive termination of this agreement.
VII. Independent Contractor Relationship
Provider is an independent contractor, not an employee or partner of Client.  Provider shall provide the Services under the general direction of Client, but Provider shall determine, in Provider’s sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. Provider is solely responsible for all taxes, withholdings, insurance, and any other obligations that may apply to an independent contractor.

1. No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by Provider, and Provider shall be entitled to offer and provide services to others, solicit other clients and otherwise advertise the services offered by Provider.

VIII. Limited Warranty
PROVIDER WARRANTS THAT NO OBLIGATION TO A THIRD PARTY PROHIBITS PROVIDER FROM ENTERING INTO THIS AGREEMENT, AND THAT TO PROVIDER'S KNOWLEDGE, WORK PRODUCED UNDER THIS AGREEMENT WILL NOT VIOLATE THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. PROVIDER MAKES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF RELIABILITY, USEFULNESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON INFRINGEMENT, OR THOSE ARISING FROM THE COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. By signing this agreement, you acknowledge that Provider neither owns nor governs the actions of any search engine. You also acknowledge that due to fluctuations in the relative competitiveness of some search terms, recurring changes in the search engine algorithms and other competitive factors, it is impossible to guarantee number one rankings or consistent top ten rankings, or any other specific rankings for any particular search term.

IX. Limitation of Liability
UNLESS A RESULT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE LIABILITY OF EITHER PARTY TO THE OTHER FOR ANY TYPE OF DAMAGES SHALL BE LIMITED TO THE AMOUNT OF PROVIDER'S TOTAL FEES UNDER THIS AGREEMENT.

X. Termination
This Agreement may be terminated for convenience at any time by either party effective immediately upon notice, or the mutual agreement of the parties, or for cause if any party: (a) becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or (b) breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within ten (10) days from receipt of written notice of such breach.

1. In the event of termination, Provider shall be compensated for the Services performed through the date of termination in the amount of (a) any advance payment, (b) a prorated portion of the fees due, or (c) hourly fees for work performed by Provider or Provider’s agents as of the date of termination, whichever is greater; and Client shall pay all Expenses, fees, out of pockets together with any Additional Costs incurred through and up to, the date of cancellation.
2. In the event of termination for convenience by Client, Client shall pay in addition to the above an early termination fee equal to 25% of the total project fee, Ownership of Work shall not be effective, and Client shall not have rights to use products from the Scope of Work, except upon written consent if Provider will at their discretion provide such after termination.
3. In the event of termination for convenience by Provider or for cause by Client, and upon full payment of compensation as provided herein, Provider grants to Client such right and title as provided for in Ownership of Work of this Agreement with respect to those Deliverables provided to, and accepted by Client as of the date of termination.
4. Upon expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and (b) other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.

XI. Cancellation/Delay Policy
As a professional services firm, Provider is committed to working with our Clients to provide marketing consulting and design services in a cooperative, relationship-based environment. Provider invests considerable effort and resources both directly and indirectly in understanding your business environment, required resources, brand goals, and work culture. This knowledge is applied in assigning project resources to ensure successful execution of scheduled project activities. We ask that you observe similar consideration to the assignment of your staffing and resources. In this environment, late notice cancellations or delays have a significant adverse business effect on both parties. For Provider such cancellations/delays have a direct impact on costs of operation and have a disruptive ripple effect on future schedules. This Cancellation/Delay policy is intended to assist in minimizing such disruptions and in defraying Provider's associated costs. Note: all days referenced below are calendar days.

1. Force Majeure
   Upon the occurrence of any Force Majeure Event (Cancellations or delays due to Acts of God or external causes weather/terrorism/government acts including labor strikes, on-site accidents, shutdowns/equipment failures, illness or other localized events). Provider shall give notice to Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.
2. Delay of Client Request (Rush fee)
   Delays are defined as those items requested with less than 15 days' notice. Delay at the customer's request will incur a delay fee of all unrecoverable travel/preparation costs (i.e. airline/hotel penalties, etc.) plus a percentage of our daily billable rates (or fixed labor fee) of all scheduled resources in accordance with the following schedule and conditions: within one week (80%), within two weeks (60%).
3. Cancellation of Managed (Software) Services with Less Than 30 days’ notice
   Per the Software agreement, the full term of the Software contract will remain in force with either the Provider or any Third Party provider and does not apply for cancellation until the end of the said terms. Refer to Software Agreement terms for details (if applicable). b. Cancellation of Provider's managed services at the customer's request with less than 30 days' notice for reason other than documented issues with Provider's performance will incur a cancellation fee of all unrecoverable travel/preparation costs (i.e. airline/ hotel penalties, etc.) plus 50% of our daily billable rates (or fixed labor fee) of all scheduled resources for the lesser of the following: • The duration of the project; or • Up to 30 days of services If a cancellation occurs after delays, penalties paid during the delay period will be credited toward the cancellation penalties.

XII. Fair Use, Repudiatory Conduct, and Disputes
Provider does not apply fixed limits to the amount of support we give to our Clients (notwithstanding revision limitations). The Client understands that Provider must ensure it is able to provide quality service to all its Clients, and that no Clients should be disadvantaged by the behavior of others. The Client agrees to be bound by Provider's Fair Use policy outlined in this section. The Client agrees not to engage in excessive contact, which includes but is not limited to:

1. Repeatedly asking for assistance with matters outside Provider's control, responsibility, or remit, after Provider has advised the Client that this is the case, including but not limited to: basic computer assistance, business advice outside the Scope of Work or other technical assistance not related to Provider's services.
2. Repeatedly and unreasonably asking for assistance with matters with which Provider has previously provided training. The Client agrees to endeavor to understand the training they are provided.
3. Excessive phone calls or emails to the extent that it has a detrimental impact on Provider's ability to service other Clients.
4. Demands for assistance with non-urgent matters outside of Provider's support hours where urgency is determined at the sole discretion of Provider.
5. If Provider determines that the Client is engaging in excessive contact, they will provide written notice to the Client of this determination, and the Client agrees that Provider at its sole discretion may, as a result, undertake any or all of the following actions:
   
   1. Apply a restriction on contact time permitted with the Client.
   2. Invoice the Client for all or a portion of time spent on the phone, responding to emails and support tickets, and any other undertakings required to service the Client.
   3. Suspend and/or terminate the Client's provision of services, not before a third warning has been given (Warnings may not be given any more frequently than every seven days).
6. Provider agrees that notices of excessive contact must be provided within 30 days of said excessive contact and the determination can only be made on the basis of activity within the 90 days preceding the date the notice is issued.
7. Client agrees that any dispute it wishes to make to a notice of excessive contact must be provided in writing to Provider within 14 days of the issue of the notice.
8. Both Client and Provider agree not to engage in repudiatory conduct, which includes but is not limited to:
   
   1. Abusive behavior towards staff, agents, partners or directors of Provider, which includes threatening behavior and/or speech.
   2. Defamation of staff, agents, Provider/Client, partners of Provider/Client, or directors of Provider/Client.
   3. Parties agree that in instances of repudiatory conduct, Either party is entitled to immediately terminate this agreement without prejudice to its rights to seek one or all of compensation, damages, or indemnities relating to the conduct.
9. This Agreement may change from time to time. In the event that this Agreement changes, Provider shall advise the Client in writing at least 15 days before the changes shall take effect.
   If the Client asserts that any changes to this Agreement show unfair bias against the interests of the Client in favor of Provider, the Client agrees to dispute the application of the changes in writing prior to the changes taking effect.
   In the event of a dispute the Client will either be provided with a written exemption from the specific changes within this Agreement that the Client asserts to be unfair, or if this is not possible the Client may at its option terminate this Agreement by giving 30 days' notice to Provider whereupon Provider shall charge for services rendered up to the date of termination of this Agreement which is to be paid in full by the Client on or before the date of the termination of this Agreement and in accordance to the Termination Policy.

XIII. Miscellaneous
This agreement is between Client and Provider, and neither is allowed to delegate, transfer or assign it to a third party without the written consent of the other. This is the parties' entire agreement on this matter, superseding all previous negotiations or agreements. It can only be changed by mutual written consent.

1. Client shall appoint a single point of contact who has the authority to provide feedback and make decisions on behalf of Client. This person shall receive all communications and coordinate responses to questions on behalf of the Client with respect to each of the major functions performed by the Provider.
2. The laws of the state of North Carolina govern this agreement and any disputes arising from it must be handled exclusively in courts in that state. The prevailing party in any dispute will be entitled to recover reasonable costs and attorney's fees. Signing a copy of this agreement physical or electronic will have the same effect as signing an original.

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Signed by Nicole Johnson
Signed On: July 11, 2018

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Document name: Strategy Made Simple™ Payment Plan Contract

Unique Document ID: fdcc70ca4b393d961d65c5dbb7b4ea5dcf985706

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Timestamp	Audit
March 23, 2018 5:56 pm EST	Strategy Made Simple™ Payment Plan Contract Uploaded by Nicole Johnson - [email protected] IP 2606:a000:6541:b300:90a9:c842:c220:30e2

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