Rentbid × CMGMVP Build + Growth

CMG agrees to perform the services described in the Engagement Overview, Strategic Objectives, Scope of Work, and Milestone Acceptance Criteria sections of this Agreement (collectively, the “Services”). Any services requested by Client that fall outside the documented Scope shall be handled as Additional Services under Section 7.

Client agrees to provide the following to begin and maintain the engagement:

A. Completed onboarding documents and associated files.

B. Full billing and invoice information.

C. Timely feedback. Client will provide written feedback, approvals, and credentials within 48 business hours of CMG's request. Delays in Client response that materially affect the schedule will extend the corresponding milestone date day-for-day without penalty to CMG.

D. Access. Client will provide timely access to the third-party accounts, brand assets, content, and stakeholders necessary to perform the Services.

E. Client Engagement. Extended lack of engagement by Client may result in suspension of Services at CMG's discretion until engagement resumes. Payment obligations continue during any suspension period.

A. Compensation. The fixed project fee is $31,500 USD, billed across three milestones: 50% deposit ($15,750) on the Effective Date; 25% ($7,875) upon meeting Milestone 2 acceptance criteria; 25% ($7,875) upon meeting Milestone 3 acceptance criteria. Milestone invoices are due Net 7 from invoice date.

B. Term. The Initial Term is the 13-week build window beginning on the Effective Date and continuing through completion of Milestone 3. The Initial Term may be extended day-for-day for delays caused by Client per Section 2(C).

C. Acceptance Process. Following CMG's notice that a Milestone is ready for review, Client will have five (5) business days to either (i) accept the Milestone in writing or (ii) deliver a written list of specific, scope-conforming items requiring remediation. If no written response is received within the review period, the Milestone is deemed accepted. CMG will remediate documented Milestone deficiencies that are within the documented Scope within ten (10) business days and re-submit for acceptance.

D. Termination. Either party may terminate this Agreement for material breach not cured within thirty (30) days of written notice. Upon termination for any reason, Client shall pay for all Services performed and Work Product delivered through the effective date of termination. Fees paid for completed milestones are non-refundable.

E. Suspension / Chargebacks. In the event Client initiates a chargeback, payment reversal, or cancellation of authorized payments after any legally permitted cancellation period, CMG may immediately suspend or terminate Services at its discretion. Client remains responsible for fees earned through the effective date of suspension or termination.

A. Work Product. Upon Client's payment in full of the applicable milestone, all software, code, designs, copy, configurations, and other deliverables created specifically for Client under this Agreement (the “Work Product”) shall be the sole and exclusive property of Client. All elements of the Work Product protected by copyright are “works made for hire” for which Client is the author under the U.S. Copyright Act of 1976, as amended.

B. Assignment. To the extent any portion of the Work Product is found not to be a work made for hire, CMG hereby irrevocably assigns to Client all right, title, and interest worldwide in and to such Work Product, subject to (i) Client's payment in full for that Work Product and (ii) the Background Technology carveout below.

C. Background Technology. Any intellectual property developed, acquired, or otherwise obtained by CMG prior to this Agreement, or licensed or obtained by CMG from third parties (including open-source software) (collectively, “Background Technology”), shall not be considered Work Product and shall remain the property of CMG or its licensors. CMG grants Client a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, reproduce, modify, and distribute the Background Technology solely as embedded in the Work Product to the extent necessary for Client's use of the Work Product.

D. Third-Party Components. The Work Product may include open-source and other third-party components. Such components remain licensed under their respective licenses, and Client's use of such components is governed by those licenses.

E. CMG Reservations. CMG retains all rights to its proprietary methodologies, frameworks, templates, processes, systems, and know-how used or developed independently of Client's confidential information, whether or not incorporated into the Work Product, subject to the license granted in Section 4(C).

A. Each party will treat the other's non-public business, technical, customer, and financial information as confidential (“Proprietary Information”) and use it solely to perform under this Agreement. Each party will protect the other's Proprietary Information with the same degree of care it uses to protect its own confidential information, and in no event with less than reasonable care.

B. Proprietary Information does not include information that is (i) already known to the receiving party without restriction, (ii) independently developed by the receiving party, (iii) received from a third party without restriction, or (iv) in the public domain through no fault of the receiving party.

C. License to Marks. Client grants CMG a limited, non-transferable, non-exclusive license to use Client's trade names, trademarks, service marks, and brand assets solely as required to perform the Services and in CMG's portfolio in accordance with Section 5(D).

D. Portfolio Release. CMG may reference the existence of the engagement and use non-confidential Work Product in its portfolio and case studies. Client may, in writing, specify materials excluded from this release.

E. Remedies. The parties acknowledge that breach of confidentiality may cause irreparable harm and agree that the non-breaching party shall be entitled to seek equitable relief in addition to any other remedies available.

A. Warranty. CMG warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. For a period of thirty (30) days following acceptance of Milestone 3 (the “Warranty Period”), CMG will, at no additional cost, correct material defects in the Work Product that prevent the Work Product from substantially conforming to the documented Milestone 2 and Milestone 3 acceptance criteria. The Warranty does not cover (i) issues caused by changes made by Client or third parties, (ii) misuse, (iii) requested enhancements outside the documented Scope, or (iv) issues caused by third-party platforms or services.

B. Response Targets During Warranty. Severity 1 (production down or critical-flow blocking): one (1) business-day response, best-effort resolution. Severity 2 (significant functional issue, workaround available): two (2) business-day response. Severity 3 (cosmetic / minor): scheduled into the next available cycle. CMG does not commit to a guaranteed uptime SLA outside of an active monthly support engagement.

C. Post-Warranty Support Options. After the Warranty Period, Client may engage CMG for additional support under one of three models: (i) Hourly Ad-Hoc, billed at $250/hour against the then-current rate card, with no guaranteed response time or SLA, scheduled as capacity allows; (ii) Scoped Per-Project Improvements, discrete enhancements quoted as fixed-fee mini-projects with their own milestone and acceptance criteria; or (iii) Monthly Support Engagement, a recurring engagement starting at $5,000/month including reserved capacity, defined response targets, a documented escalation path, weekly review cadence during rollout, and direct access to Van Tucker, Tech Product Lead.

D. Recommendation. CMG strongly recommends the Monthly Support Engagement option during the 60–90 day pilot stabilization period. Scope, fees, and term for any of the three support options will be documented in a separate, signed addendum.

A. Out-of-Scope Work. Any services requested by Client that fall outside the documented Scope are “Additional Services.” Additional Services include, without limitation: new modules or workstreams; redesign or material rework of accepted Work Product; changes to integrations not listed as “Included”; native mobile app development; payment processing; live background-check or identity-verification integrations; and additional environments beyond production and staging.

B. Change Order Process. Before commencing Additional Services, CMG will provide Client with a written change order describing the work, the impact on the schedule, and the fee (fixed or at the $250/hour rate card). Work begins only upon Client's written (email is sufficient) approval. Approved change orders may extend Milestone dates day-for-day.

C. Material Pivots. A material change to the product direction (e.g., introducing a previously deferred module) will be quoted as a separate, signed addendum to this Agreement rather than as a change order.

EXCEPT FOR EACH PARTY'S CONFIDENTIALITY AND IP ASSIGNMENT OBLIGATIONS AND FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR LOST BUSINESS, ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO CMG UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Any dispute arising out of or relating to this Agreement shall be governed by the laws of the State of California and the United States of America. The parties will first attempt to resolve any dispute through good-faith negotiation. In the event the dispute cannot be resolved, the proper venue shall be the courts of the State of California. In the event Client initiates a chargeback, payment reversal, or cancellation of authorized payments after any legally permitted cancellation period, CMG may immediately suspend or terminate the engagement and pursue all remedies available at law or in equity, including reasonable costs of dispute defense.

CMG does not warrant or guarantee any specific business outcome, conversion rate, revenue, occupancy improvement, or pilot result. Examples of results obtained for other clients may be shared for demonstrative purposes only and do not constitute a promise of similar results.

This Agreement, including the Engagement Overview, Strategic Objectives, Scope of Work, Milestone Acceptance Criteria, Ownership & Handoff, and Payment Schedule, is the final, complete, and exclusive agreement between the parties. No modification or amendment shall be effective unless in writing and signed by both parties.

If any provision of this Agreement is held to be illegal, invalid, or unenforceable, that provision shall be severed and the remaining provisions shall remain in full force and effect. Headings are for convenience only and shall not be used to construe the contents of this Agreement.