This webpage is a copyrighted work belonging to RdyToGo, LLC who conducts business at 4015 Belle Terre Blvd, Unit 1505, Myrtle Beach, SC 29579 (hereinafter the “Provider” or “RdyToGo”).
If you or your company have signed and executed a contract or agreement with RdyToGo or have made a payment on an invoice with RdyToGo then you or your company will hereinafter be referred to as the “Client” or “You”.
“Potential Client(s)” shall hereinafter refer to those who have been invoiced by RdyToGo but have not made a payment and/or given a contract or agreement other than the agreements found on this webpage to review and execute from RdyToGo.
“Non-Client(s)” refers to anyone or any company who has not signed and executed a contract, agreement or made a payment on an invoice with RdyToGo and who are not classified as Potential Clients.
The term “Binding Invoice” shall hereinafter refer to an invoice from RdyToGo that contains a clause binding the Potential Client or the Client to some or all of the terms, conditions, definitions, disclosures and disclaimers found on this webpage.
The “Contract” shall hereinafter refer to the contract or agreement, that makes reference to this document, between the Client and RdyToGo. IF RdyToGo has accepted payment on a Binding Invoice, then the Binding Invoice will also be referred to as a “Contract.” For a Binding Invoice to be considered a Contract: (1) the Client must make a payment towards the Binding Invoice and (2) the Provider must show acceptance to the payment by (a) endorsing the associated check or (b) processing the credit/debit/gift card or (c) accepting a cash payment for the Binding Invoice.
The “Online Agreements” shall hereinafter refer to the terms, conditions, definitions, disclosures and disclaimers found on this webpage (https://rdytogo.com/service-agreement-and-contract-terms/) that are commonly used in contracts, agreements and/or invoices of RdyToGo. The individual sections of the Online Agreements must be specifically referenced by the Contract in order to be binding on either party.
It is not permitted for anyone to copy, modify, or use any of the wording in this document for any purpose other than authorized or licensed by RdyToGo. Only Clients and Potential Clients may print, copy or duplicate this document, however, only RdyToGo may make modifications.
The Provider may amend, modify, or revise the Online Agreements from time to time at their discretion. The Client and Provider agree to abide to all the terms, conditions, definitions, disclosures and disclaimers of the most current revision of the Online Agreements which will be located on the Internet on this webpage (https://rdytogo.com/service-agreement-and-contract-terms). Previous versions of the the Online Agreements will become null and void upon each new revision of this webpage and both parties will immediately become bound to the newest revision of the Online Agreements.
To protect the Client from unfair revisions to the Online Agreements, the Provider agrees to the following:
The current revision of the Online Agreements was published on 8/20/2020. The changes that have been made since 2016 include: (1) formatting such as fonts and coloration, (2) email address contact changes, and (3) rephrased the term “Signed Contract” to “Contract” to simplify understanding.
When the terms and conditions of the Contract and Online Agreements are fulfilled, then both the Contract and associated Online Agreements shall terminate together, unless stated otherwise in either document. When the Contract is cancelled, both documents cancel as well.
Because people often have differing viewpoints about the meaning of various words and phrases it is important to remove confusion by defining the meaning of the language used throughout the Contract and the Online Agreements. To ensure a complete understanding, both parties agree to the definitions for the following terms:
These definitions apply when the Provider is performing Logo Design, Custom Theme Design, Brochure Design and other print designs.
These definitions apply when the Provider is performing web services, such as Web Design, Website Maintenance, Custom Theme Design and Website Setup.
The Client may be charged additional fees by the Provider for bounced checks, late payments, and service fees for processing credit cards or for additional services beyond the scope of work described in the Contract or for Third-Party services. The Provider at their sole discretion may choose not to charge a particular fee which is due. Failure to charge a fee by the Provider does not constitute a change in the fee schedule or exempt the Client from future fees. Below is a list of potential fees:
The Client is responsible for providing all Content (see below in section 9 of the Online Agreements), unless Content Creation has been itemized within the Contract’s Services. The Client may engage the Provider in the Content Creation service such as preparing written copy, photography, audio and video services. All such Content Creation services will charged at the Provider’s going rate at the time the work is performed.
The Provider will use qualified personnel to provide the Services. The Provider reserves the right to make changes in the personnel in its sole discretion, including the use of employees, subcontractors, Third-Party Service providers and trained interns or apprentices. The Provider is an independent contractor with respect to the Client. Neither the Provider nor any of the Provider’s personnel shall be deemed for any purpose to be employees of the Client. The Provider shall not be responsible to the Client, the Client’s employees, or any governing body for any payroll taxes related to the performance of the Services.
The Client agrees NOT to request the Provider to build, modify, adapt, create, participate, distribute, adjust, edit, change, work with, or otherwise be associated in any way with works, materials, possessions, artwork, music, video, audio, photos, logos and/or designs that are illegal, racist, political, religious, sexual, drug or tobacco related, pornographic, nudist, adult service oriented, distasteful, prejudice, terrorist or derogatory in nature.
The Client will provide the Content for use with the Services. The Client guarantees, represents and warrants that any and all Content given to the Provider for the Services are owned, copyrighted or licensed by the Client and that the Client has obtained all waivers, authorizations, and other documentation that may be appropriate to evidence such ownership or licensing. The Client agrees to indemnify and hold harmless the Provider to any copyright infringement or abuses, including attorney fees and legal expenses that may be the result by reason of claims by Third Parties related to any and all Content used in providing the Services.
The Provider may at their own discretion format, correct spelling and grammar, enhance or improve, add to, edit, change, resize, modify, remove or adjust the Content in order to perform the Services. The Client will not hold the Provider responsible for their public image, publicity or any results of using the Services.
For the Website Setup service only: If the Content that is to be used for the Website Setup service is not delivered within 1 month from when the Provider starts performing this service, the Provider has the right to terminate or cancel the Contract, the Online Agreements and the associated Services with no refund at any time thereafter. This reasonable provision is made to encourage the Client to provide the needed Content in a timely manner so that the Provider does not get stuck performing a never ending service without payment.
The Client understands that the Services of the Provider rely on Third-Party Code and Third-Party Service(s). The Client does not hold the Provider responsible for any services provided by any Third-Party.
The Client is solely and fully responsible for the ongoing use, payment, renewal, support and maintenance of their Domain Name(s), Web Hosting Service(s) or any other Third-Party Code and Third Party Service(s) as needed in connection with the Services.
The Client understands that the Provider is not a Domain Registrar, Hosting Provider and/or a printing service unless otherwise contracted within Contract. The Provider is not responsible in any way for Third-Party Code and Third-Party Services even if the Provider may recommend or use such Third-Party Code or Third-Party Services in performing the Services. The Provider is not responsible to upgrade, maintain, pay for, manage, research or resolve conflicts between or for any Third-Party Code and Third-Party Service(s).
If the Client needs to obtain any technical support for their Domain Name(s) and Web Hosting Service(s) they will need to contact their Domain Registrar(s) and Hosting Provider(s) respectively. The Client grants the Provider the access and rights to act on behalf of the Client while performing the Services in connection with any Third-Party Service(s) such as the Domain Registrar(s) and/or Hosting Provider(s).
The Client guarantees, represents and warrants that the Content, including all text, graphics, artwork, music, audio, video, illustrations and photographs given to the Provider for the Services are owned, copyrighted or licensed by the Client and that the Client has obtained all waivers, authorizations, and other documentation that may be appropriate to evidence such ownership or licensing. The Client agrees to indemnify and hold harmless the Provider to any copyright infringement or abuses, including attorney fees and legal expenses that may be the result by reason of claims by Third-Parties related to such materials.
Upon final payment, all copyrights of all graphics, proprietary information, stored data and general likeness and visual elements created by the Provider will be transferred and owned by the Client. The Client shall be responsible for safe storage of such files, as the Provider is not required to maintain native source files used perform the Services.
The Client is responsible for making Website Backups.
The Provider will license the Client for use of the end product, however; original code, proprietary software, information, source code, object code, screens, documentation, digital programming, operating instructions, design concepts, Mockup Revisions and characters written, as well as the tools and software used to perform the Services remain the property of the Provider and in the Provider’s possession and is non-transferable.
The Client agrees to allow the Provider to incorporate the Provider’s branding on any product resulting from the Services. For web design related services, a web hyperlink will be placed at the bottom of each webpage designating the Provider as the creator and/or maintainer of the website. For print design related services, the Provider may discretely place text that attributes the Provider as the designer of the work.
The Provider grants the Client the right to promote the Provider by placing hypertext links and badges on other websites and/or Social Networks. The Client agrees to use one of the appropriate badges and/or examples as described on the website of the Provider or as described in an email message or other communication to the Client.
The Client grants the Provider rights to use the names, trademarks, service marks, symbols or any abbreviations of the Client, without the prior written consent of the Client for use only for the Services in relation to the Client and in the Provider’s portfolio collateral to demonstrate their work to Potential Clients.
Should the Client cancel the Services or the Contract before the Provider has completed performing the Services, the initial deposit (or down-payment) is refundable less any cost of graphics, photographs, music, audio, video, artwork or other materials used for development up until the time of cancellation. Additionally, deductions will be made for any labor involved in development up to the time of cancellation at the current going rate at the time of cancellation (rounded up to the nearest hour). Upon receiving a Notice Of Cancellation the Provider will inform the Client of the amount of money that will be returned.
The notice of cancellation must be in writing and sent to the Provider at the Provider’s place of business as stated in the Contract or sent to the Provider’s email at [email protected].
The Provider and the Client both agree not at any time or in any manner, either directly or indirectly, to use for their own personal benefit, or divulge, disclose, or communicate in any manner any information that is proprietary to the other party (e.g. trade secrets, know-how, and confidential information). Both parties will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of the Contract and Online Agreements. The Provider may seek and obtain injunctive relief against the release or threatened release of such information in addition to any other legal remedies, which may be available.
The Provider does not warrant or guarantee that functions contained in the product of the Services will continue to operate and be error free. The Client releases and holds harmless the Provider of any liability of damages for lost wages, income savings or other incidental, consequential or special damages arising out of the operational errors or malfunctions of the product of the Services. Any future notices will not rescind this release.
EXCEPT AS EXPRESSLY SET FORTH IN THIS CONTRACT, THE PARTIES HEREBY SPECIFICALLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
The representative who signed and executed the Contract on behalf of the Client personally warrants that he/she holds the authority to sign on behalf of the Client and designates that they are the approved signer for any and all approvals related to the Services. This representative will be responsible for using The Approval Process documented below in section 25 if applicable.
UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY PROVISION OF THE CONTRACT OR ASSOCIATED ONLINE AGREEMENTS SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COST OF DELAY OR FAILURE OF DELIVERY, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE.
Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third party claims, demands, liabilities, costs and expenses, including reasonable attorneys fees, costs and expenses resulting from the indemnifying party’s material breach of any duty, representation, or warrantee under the Contract or the associated Online Agreements.
Neither party may assign or transfer the Contract or associated Online Agreements without the prior written consent of the other party, except that either party may, without the consent of the other, assign the Contract or associated Online Agreements to a controlled subsidiary of that party or a purchaser of all or substantially all of that party’s assets used in connection with performing the Contract, provided the assigning party guarantees the performance of and causes the assignee to assume in writing all obligations of the assignor under the Contract or associated Online Agreements. The rights and obligations of the Contract or associated Online Agreements shall bind and benefit any successors or assigns of the parties.
In any legal action between the parties concerning the Contract or associated Online Agreements, the prevailing party shall be entitled to recover reasonable attorney fees and costs.
The Client shall pay the amount of any sales, use, excise or similar taxes applicable to the performance of the Services, if any, or, in lieu of such payment, the Client shall provide the Provider with certificate acceptable to the taxing authorities exempting the Client from payment of such taxes.
If any provision of the Contract or associated Online Agreements is held invalid, illegal, or unenforceable, the remaining portions of the Contract or associated Online Agreements shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of the Contract or associated Online Agreements.
The Contract or associated Online Agreements shall be construed in accordance with the internal law of the State of South Carolina, and the county of Horry without regard to conflict of laws rules. Venue shall be in a court of competent jurisdiction in the State of South Carolina, Horry County, and both parties expressly consent to jurisdiction in such courts.
The Client can submit approval to the Provider in one of the following 4 ways:
For design services (such as; Logo Design, Business Card Design, Email Blasts and Custom Theme Design) the Provider and the Client will follow this design process unless the Contract does not specifically make reference to this section:
Both parties of the Contract affirm that time is of the essence to remain in compliance with the Contract and the associated Online Agreements and agree that following the schedules listed in Contract to facilitate project completion is important. Both parties agree to the following:
Due to various causes both natural and man-made the Services (specifically website based services) may become unavailable or experience down-time because of the Third-Party Code and/or Third-Party Service(s), the Client agrees not to hold the Provider responsible for any down time or other losses.
The Client realizes that the website may experience down-time or error messages while it is undergoing maintenance. They will allow reasonable time for the Website Maintenance tasks to become complete and the website to be brought back up.