1. Contract - Client hereby agrees to engage William Olguin to provide all of the services indicated in this document. Signature is preferred, however, a payment or deposit will be considered acceptance of this agreement and will serve as the Client contract. Alterations to this document which are indicated via written correspondence will be valid as long as Sonder had approved the alterations prior to receiving payment. Payment is mandatory to initiate work, and the original payment date will serve as the contract effective date. 2. Change Orders - In most cases, changes requested to William Olguin regarding the project after the effective date of contract will be recorded on a separate document called a Change Order. Change orders become addendums to the original contract and detail new requests, work, and updated pricing. 3. Correspondence - Throughout the course of the project, Vibe Creative House will request feedback, content, and approval. To ensure completion per the contract timeline, Client agrees to review and respond to Vibe Creative House within 10 days of each request. If more than 10 days passes with no communication William Olguin will adjust the remaining milestone dates and may give other projects a higher priority. Lack of Client communication and/or halting the progress of the project in excess of 30 days will result in project termination. If this occurs, payment for the last completed milestone will be due immediately (abandonment fee). Any work completed after the last completed milestone will be billed at William Olguins hourly rates and due immediately: Design $150 an hour, Creative Director $200 an hour. Additionally, Client agrees to forfeit all deposited funds. Client understands that William Olguin will not provide return of funds for work rendered and further agrees not to initiate a non-fraud related chargeback or stop payment. 4. Acceptance, Intellectual Property Rights, and Hosting - Upon final review of the completed project, Client will be prompted to accept within 10 business days. Payment of the final milestone constitutes acceptance and approval for completing the services listed in the contract and all addendums and closes the contract between Client and Vibe. At such juncture, the completed design piece(s) and/or assembled website, software, or application, including graphics, text, and the source code, shall become the Client’s intellectual property. After 10 business days, if William Olguin has not received correspondence confirming acceptance, Client will be subject to a delay fee of 5% of the final payment milestone for each week until the final milestone is paid. Use of the intellectual property prior to payment in full will result in a legal process. For website projects: William Olguin uses a third party hosting company and requires a credit card on file for monthly hosting fees. Clients may transfer the website to alternate hosting providers at any time. Fees for transfers, migration and set up may apply. Refunds for months already paid are not provided. 5. Grace Period, Warranty, and Security - William Olguin will provide patches and bug fixes for any issues included in the scope of this contract reported within the grace period of no more than 30 days following the date of project completion as defined by the date of final payment and contract closeout. This warranty may be extended through a support contract. All bug fixes outside of the project scope or after the grace period are the responsibility of the Client. Vibe will ensure functionality and test browser and responsive functionality on only the following: android (Chrome, Edge and Firefox), Windows 10, Samsung Galaxy S8 and above, Google Nexus 9, iPhone 8 and above, Ipad (Safari, Chrome) 5th, Mac High Sierra (Safari, Chrome, Firefox) Internet explorer and windows phones have been discontinued and are no longer updated by Microsoft. Sonder will not ensure functionality on these. Although William Olguin protects each Client’s websites and implements best-practice security, there remains a risk of new attacks or viruses. In the event of a site compromise, Vibe Creative House will help the Client, if possible, to restore the site to a working state at the hourly Support rate. 6. Warranties and Representations - Client recognizes that William Olguin has no control of changing external economic and social factors, and that any of the services and products that William Olguin provides can not guarantee that Client’s sales, revenue, income, or business activity will increase. Certain conditions may be beyond the control of William Olguin's ability to perform obligations provided for under this Agreement. These conditions may include, but are not limited to internet outages, change in supported technologies, or Acts of God or circumstances or causes beyond the control of William Olguin. William Olguin shall not be held responsible legally, financially or other as a result of any condition affecting performance or time delay. Client understands and acknowledges that from time to time, State, Federal, and local laws and regulations may change to include taxes, assessments, tariffs and levies which pertain to internet electronic commerce. Client accepts sole responsibility for compliance with any and all laws and regulations and is responsible for all taxes, assessments, PCI compliance, tariffs, and levies. 7. Early Termination - William Olguin reserves the right to terminate this agreement at any time and for any reason. At which point, Client agrees to remit payment for work rendered up to the point of termination, including any unpaid milestones. If Client for whatever reason decides to terminate this agreement, Client agrees to remit payment for work rendered up to the point of termination, including any unpaid milestones. All intellectual property materials created up until termination date can be turned over to Client once final payments have been made. As Vibe Creative House’s project costs are based on many value added factors outside of hourly rates, requests for time audits may not be honored. 8. Cancellation of Retainer Based Services - Services that are based on a continual monthly retainer require a 30 day written notice of cancellation. If less than 30 days notice is provided to, Client will be billed for one (1) following billing cycle at the full rate. During the final billing period, William Olguin will provide full services as described by the retainer agreement. 9. Attorney’s Fees and Costs - In the event William Olguin is required to employ the services of an attorney for the purpose of enforcing any provision of this Agreement, Client shall be liable for William Olguin’s attorney’s fees, and costs. In the event any dispute arising between the parties results in the filing of a lawsuit, Client shall pay William Olguin its reasonable attorney’s fees incurred and any court cost associated with any litigation which may arise out of the enforcement of this Agreement. 10. Preferred Vendors and Outside Influence - William Olguin reserves the right to assign subcontractors to any project. Work produced by subcontractors is protected under signed confidentiality agreements and will remain the property of William Olguin. If at any point for whatever reason, Client brings in outside influence to be a part of or contribute to the project in a way that replaces work Vibe is rendering; this will be seen as a complete termination of this agreement and Client will be responsible for remitting payment for work completed up to the point of termination.