(1) Important Notice About This Webpage Parties And Document Copyright
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”
). 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(s)”
. “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. Definition Of Contract Types
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 “Signed Contract”
shall hereinafter refer to the signed and executed contract or agreement, that makes reference to this document, between the Client and RdyToGo. If the signed and executed contract or agreement does not reference this document, then it is not considered a Signed Contract and none of the sections below apply. IF
RdyToGo has accepted payment on a Binding Invoice, then the Binding Invoice will also be referred to as a “Signed Contract.”
For a Binding Invoice to be considered a Signed 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 Signed Contract in order to be binding on either party. Duplication And Modification Of The Online Agreements
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.
- If you are a Non-Client, then the Online Agreements on this page DO NOT BIND YOU, except for (1) which applies to everyone reading this page.
- If you are a Potential Client, then the Online Agreements MAY BIND YOU WHEN you become a Client, except for (1) which applies to everyone reading this page.
- If you are a Client, then the Online Agreements MAY BIND YOU. The only sections of the Online Agreements that are legally binding on the Client and Provider are the sections referenced specifically in the Signed Contract.
(3) Revisions To The Online Agreements
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. Revisions Do Not Change Spirit Or Intentions Of The Original Online Agreements
To protect the Client from unfair revisions to the Online Agreements, the Provider agrees to the following:
Date This Revision Was Published
- When making a revision to an existing section of the Online Agreements, the Provider will make changes that clarify or better communicate the original intended and agreed upon terms, conditions, definitions, disclosures and disclaimers. The Provider will not change or reverse the meaning, intention or spirit of the original text.
- When creating new sections of the Online Agreements, the Provider will only create terms, conditions, definitions, disclosures and disclaimers for new services they are offering. No new section will be binding to either party of any Signed Contract that existed before the section was added. No new section will have clauses that reverse or alter existing sections of the Online Agreements.
- The Provider will also include the published date of the most current revision in this section.
The current revision of the Online Agreements was published on 11/7/2016.
(4) Termination Of The Online Agreements
When the terms and conditions of the Signed Contract and Online Agreements are fulfilled, then both the Signed Contract and associated Online Agreements shall terminate together, unless stated otherwise in either document. When the Signed 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 Signed Contract and the Online Agreements. To ensure a complete understanding, both parties agree to the definitions for the following terms:
DEFINITIONS RELATED TO DESIGN SERVICES
- The “Services” shall hereinafter refer to the list of services to be performed by the Provider as described within the Signed Contract. If the Signed Contract is a Binding Invoice, the Services are the line items on the Binding Invoice.
These definitions apply when the Provider is performing Logo Design, Custom Theme Design, Brochure Design and other print designs.
WEBSITE AND MAINTENANCE RELATED DEFINITIONS
- The “Mockup” shall hereinafter refer to a scale or full-size model of a design, used for demonstration, design evaluation, and other purposes. Mockups are used by the Provider mainly to acquire feedback from the Client. The Mockup is not a working copy or prototype of the Services. It will serve to show the plan and/or overall esthetic, coloration and layout of the finished result of the Services. The Mockup may be provided in the PNG file format as a flattened or layered image or displayed to the Client during a meeting.
- The “Mockup Revision(s)” shall hereinafter refer to the act of revising the Mockup. The Provider will perform the Mockup Revision(s). The time it takes to make a Mockup and its Mockup Revisions varies and the Online Agreements have a Design Process section (if applicable) that describes when Mockup Revisions are made and how many Mockup Revisions are created without additional compensation to the Provider.
These definitions apply when the Provider is performing web services, such as Web Design, Website Maintenance, Custom Theme Design and Website Setup.
SEARCH, MARKETING, AND LEAD GENERATION RELATED DEFINITIONS
- “Third-Party Code” or “Third-Party Service(s)” or “Third-Party(ies)” shall refer to any code, source, plug-in, add-on, extension, system, application programming interface (API), engine, framework, toolkit, server, technology, database, file system, image, file, software, devkit (SDK), or service that is provided by a third-party. An example of a Third-Party Code is a shopping cart script or plugin created by a company or person other than the Provider or the Client.
- “Content” shall hereinafter refer to materials such as, but not limited to, text and embedded graphics, photos, video, audio, artwork, logos, music, pictures, wording, diagrams, tables, data, information, illustrations, images, ideas, and code (e.g., for applications) for display or interaction with the Services for the Client or other people for any purpose. The Client usually provides Content for the Services.
- “Content Creation” shall hereinafter refer to an optional additional service, beyond the scope of work defined within the Signed Contract, in which the Provider performs the creation of new content such as, but not limited to, taking photography, shooting video, recording audio for the Client at an additional fee.
- “CMS” or “Content Management System” shall hereinafter refer to a bundled or stand-alone application to create, manage, store and deploy the Content on Web pages. The CMS is a Third-Party Code and is usually licensed for the Client to use with the GPL license (http://www.gnu.org/licenses/gpl.html). Examples of CMS’s are WordPress, Drupal, Joomla, and Concrete5. The Provider may choose to use one of these CMS’s or another one as specified in the Signed Contract.
- The “Theme” shall hereinafter refer to a preset package containing graphical appearance details such as the coloration and layout, used to customize the look and feel of the Website via the CMS. Themes allow users to change the look and feel of a CMS based website or installation without altering the information, Content or the structure of the site. The Theme will contain one main design that will be made continuous throughout each page of the website. The Theme is a set of computer files that collectively define the look and feel of a website. As the Theme is often used in connection with a CMS licensed under the GPL license (http://www.gnu.org/licenses/gpl.html), the Theme’s code may also be required to be licensed GPL. If the Provider is performing Custom Theme Design, this same license requirement will still apply.
- “Plugin(s),” “Extentions” or “Add-Ons” shall hereinafter refer to package(s) of code that allow the Client and/or the Provider to extend the CMS’s abilities beyond the core installation. Plugin(s) are Third-Party Code and/or Third-Party Services and are usually licensed for the Client to use with the GPL license (http://www.gnu.org/licenses/gpl.html).
- “Domain Name(s)” shall hereinafter refer to the unique name(s) that appear in the URLs for web sites. (Example: www.YOURNAMEHERE.com) Domain Name(s) are provided by Third-Party Service(s).
- “Web Hosting Service(s)” or “Hosting Service(s)” shall hereinafter refer to a type of Internet hosting service that allows individuals and organizations to make their website accessible via the World Wide Web by providing space on a server owned or leased for use by clients, as well as providing Internet connectivity, typically in a data center. Web Hosting Service(s) are Third-Party Service(s) unless the Signed Contract specifies otherwise. The terms and conditions of the Third-Party Service(s) may also apply.
- The “Domain Registrar(s)” shall hereinafter refer to an organization or commercial entity that manages the reservation of Internet Domain Name(s). Domain Registrar(s) must be accredited by a (gTLD) registry and/or a (ccTLD) registry. The management is done in accordance with the guidelines of the designated domain name registries to offer such services to the public. Domain Registrar(s) are Third-Party Service(s) unless the Sign Contract specifies otherwise. The terms and conditions of the Third-Party Service(s) may also apply.
- The “Hosting Provider(s)” or “Host(s)” shall hereinafter refer to companies that provide Web Hosting Service(s). Hosting Provider(s) are Third-Party Service(s) unless the Signed Contract specifies otherwise. The terms and conditions of the Third-Party Service(s) may also apply.
- “Website Setup” shall hereinafter refer to a service offered by the Provider in which a website will be Published on behalf of the Client. During the Website Setup the Provider will configure the Domain Name(s) and Web Hosting Service(s), install the CMS and the Theme and Plugins (if applicable), upload the Content and Publish the website. The design and coding of a custom theme is not part of the Website Setup service.
- “Published” or “Publishing” shall hereinafter refer to the completion of the website by the Provider. After all steps involved with the Website Setup are complete and the Client’s final approval is granted to the Provider the website will be considered 100% complete or Published.
- “Website Maintenance” shall hereinafter refer to a service offered by the Provider in which ongoing changes or revisions to a website are made after it has been Published. Website Maintenance may require making small changes via the CMS such as textual changes to the website, adding or removing pictures, adding or removing pages but not making more difficult or time consuming changes such as changing or re-coding parts of a Theme. Changing the code of Theme is part of the Custom Theme Design service (when performed before Publishing the website) and/or Theme Maintenance (when performed after the website is Published). Website Maintenance does not include any work or changes to the configuration of the Domain Name(s) or Web Hosting Service(s) such as repointing the Domain Names to a new Host.
- “Website Training” shall hereinafter refer to a service offered by the Provider in which the Client or Client’s staff will be trained on how to use the CMS (usually by providing an instructional manual). Depending on the amount and type of training contracted, the Client may learn the whole CMS or just the most basic operations. Website Training does not include training the Client how to work with the Domain Registrar(s) or Web Hosting Service(s) or how to use Plugin(s), Extension(s) or Add-On(s).
- “Website Backup” or the process of “Backing Up” shall hereinafter refer to the copying and archiving of all of the website data so it may be used to restore the original after a data loss event. The Client is responsible for Backing Up their website unless the Signed Contract specifies otherwise.
- “Custom Theme Design” shall refer to a service performed by the Provider in which the Theme used by the CMS will be designed and coded by the Provider. The Provider usually uses a Design Process (see section 26 below) that involves the Client in making decisions about the outcome of the Theme. Often Mockups are used to demonstrate the potential look of the Theme being designed. The Theme may use a parent theme or a base theme made by a Third-Party.
- “Theme Maintenance” shall refer to a service performed by the Provider in which the Provider will modify or revise an existing Theme for the Client. This service is performed after a website has been Published, and usually not performed as part of the Services within the scope of work described in the Signed Contract.
- “Forms” shall refer to a web page that allows a website user to enter data that is sent to the web server for processing. Forms can resemble paper or database forms because web users fill out the forms using checkboxes, radio buttons, or text fields. For example, forms can be used to enter shipping or credit card data to order a product, or can be used to retrieve search results from a search engine.
- “Search Engine Optimization” or “SEO” or “On-Page SEO” shall hereinafter refer to the process of affecting the visibility of a website or a web page in a search engine’s “natural” or un-paid (“organic”) search results by optimizing the code and text on the pages of the website. Optimizing a website may involve editing its content, HTML, installing a Plug-In, Extension or Add-On and associated coding to increase the webpage’s relevance to specific keyword phrases and to remove barriers to the indexing activities of search engines.
- “Search Engine Marketing” or “SEM” or “Off-Page SEO” shall hereinafter refer to an optional service that can be performed by the Provider or Third-Party Service or by the Client. This includes a form of Internet marketing that involves the promotion of websites by increasing their visibility in search engine results pages (SERPs) through optimization AND advertising. SEM may make use of SEO that adjusts or rewrites website content to achieve a higher ranking in search engine results pages or use pay per click listings. SEM is the wider discipline that can incorporate SEO. SEM may include paid search results (using tools like Google AdWords or Bing Ads) and organic search results, article submissions, advertising, blogging, and link building strategy.
- “Social Network(s)” shall hereinafter refer to websites that allow individuals to interact with one another and build relationships. Social Networks are Third-Party Service(s).
- “Social Media Marketing” or “SMM” shall hereinafter refer to an optional service that can be performed by the Provider or Third-Party Service or by the Client.It is the process of gaining website traffic or attention through Social Network(s). SMM usually centers on efforts to create content that attracts attention and encourages readers to share it with their Social Network(s). The resulting electronic word of mouth (eWoM) refers to any statement consumers share via the Internet (e.g., web sites, Social Network(s), instant messages, news feeds) about an event, product, service, brand or company.
- “Keyword Phrase(s)” or “Keyword(s)” shall hereinafter refer to one or more words that are used in SEO and SEM, or by visitors who are using search engines in a desire to find information based on that particular phrase.
- “Inbound Link(s)” or “Inlink(s)” or “Backlink(s)” shall hereinafter refer to incoming links to a website or web page. In basic link terminology, an Inbound Link is any link received by a web node (web page, directory, website, or top level domain) from another web node.
- “Email Blast(s)” shall hereinafter refer to an optional service that can be performed by the Provider or Third-Party Service or by the Client. It makes use of direct marketing a commercial message to a group of people using email. It usually involves using email to send ads, request business, or solicit sales or donations, and is meant to build loyalty, trust, or brand awareness. Email Blasts can be delivered to either sold lists or a current customer database. The email message is sent to the whole list of recipients concurrently. When the Provider is tasked to perform the Email Blast service, they may sub-contract a Third-Party mail sending platform service like MailChimp or Constant Contact. The terms and conditions of the Third-Party may also apply.
- “Lead” shall refer to a person who has in some way, shape, or form indicated interest in the Client’s product or service.
- “Inbound Lead Generation” shall refer to the process of attracting the attention of prospects, via Content Creation, before they are even ready to buy; it’s one of the best and most cost-effective ways to convert strangers into customers and promoters of your business.
(6) Additional Fees
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 Signed 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:
Fees For Content Creation
- $35 fee for each bounced check.
- $10 fee for each payment that is late. A late payment is a payment paid any day after the agreed upon payment date. The Signed Contract will document any and all payment dates.
- 5% fee when using credit/debit/gift cards. The fee is calculated from the amount of the payment being made with the credit/debit card. This is not a fee for using the credit or debit card, but rather a fee for the Provider’s expedited payment service.
- A fee will be charged for work beyond the scope of the Signed Contract at the Provider’s going rate at the time the fee is due (time is rounded up to nearest hour).
- Additional fees for various reasons as defined within the Signed Contract may apply, such as fees in connection with the early termination or cancellation of the Signed Contract.
- Additional fees exist for Content Creation by the Provider, see below.
- The Client may owe Third-Party Service(s) such as the Client’s Domain Registrar or Hosting Provider and/or additional fees to other third parties in connection with the Services. The Signed Contract documents these fees if they are applicable.
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 Signed 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.
- PREPARING WRITTEN COPY: The Client and Provider will use the process described above in section 25 of the Online Agreements for the preparation of written copy.
- SHOOTING PHOTOGRAPHY AND VIDEO, RECORDING AUDIO: Shooting, editing, and setup for photos and/or video and recording, editing, and setup for audio may require the Provider to use a qualified subcontractor and may delay the Publishing date of the Services.
- FINDING / USING STOCK ARTWORK: The Provider may charge an hourly rate for the time involved in searching out stock photographs, videos, music, audio, or artwork at the Clients request unless otherwise bundled as part of the Signed Contract. If Third-Party stock photography, video, music, audio or artwork must be purchased or licensed, the Client will assume payment to the Third-Party Service(s) before they are used unless the Signed Contract specifies otherwise. All licensing provisions of such artwork will be observed.
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 Signed 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.
(10) Third-Party Services
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. Responsibility With Regard To Third-Party Code and Services
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 Signed 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). Technical Support For Third-Party Code and Services
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).
(11) Ownership, Copyrights, Trademarks
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. Concerning Website Setup and Custom Theme Design Services Only
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.
(12) Promotion Promotion Of The Provider
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. Related 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.
(13) Cancellation, Termination And Forfeiture Cancellation Regarding Web Setup Services
Cancellation Regarding Other Services
- CANCELLATION BEFORE THE WEBSITE IS PUBLISHED: Should the Client cancel the Services or the Signed Contract before the website or services are Published, 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.
- CANCELLATION AFTER THE WEBSITE IS PUBLISHED: Should the Client cancel the Services or the Signed Contract after the website is Published, the Client will receive no refund.
- All design materials, including but not limited to, Mockups, HTML markup, CSS, work-up files, the design and layout will remain the sole property of the Provider with the exception of photos, text, music, audio, video, artwork, the Content and copyright materials provided by the Client.
Should the Client cancel the Services or the Signed 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. Notice Of Cancellation
The notice of cancellation must be in writing and sent to the Provider at the Provider’s place of business as stated in the Signed 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 Signed 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.
(15) Warranties & Guarantees
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.
(17) Approved Signer
The representative who signed and executed the Signed 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.
(18) Limitation Of Liability
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 SIGNED 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 Signed Contract or the associated Online Agreements.
(20) Assignment And Transfer
Neither party may assign or transfer the Signed 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 Signed 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 Signed Contract, provided the assigning party guarantees the performance of and causes the assignee to assume in writing all obligations of the assignor under the Signed Contract or associated Online Agreements. The rights and obligations of the Signed Contract or associated Online Agreements shall bind and benefit any successors or assigns of the parties.
(21) Attorney Fees
In any legal action between the parties concerning the Signed 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 Signed Contract or associated Online Agreements is held invalid, illegal, or unenforceable, the remaining portions of the Signed 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 Signed Contract or associated Online Agreements.
(24) Governing Law / Forum
The Signed 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.
(25) The Approval Process
The Client can submit approval to the Provider in one of the following 4 ways:
- WRITTEN: While meeting with the Provider in person the Client can provide a signature of approval or the Client can send in writing their approval through the mail at the Provider’s address as listed in the Signed Contract.
- EMAIL: The Client can send an email from their own email address to [email protected], or another email address that the Provider authorizes, stating their approval.
- ORALLY: If the Client gives approval over the phone or while speaking in person, the Provider will write and send a reminder email to the Client as a legal record of their approval, which will legally hold true unless the Client refutes such claim within 24 hours (counting from the Provider’s sent date and time) by sending the Provider an email reply stating that the approval was not given. If the Client refutes the email approval claim within the allotted 24 hour limit, the Provider will disregard the Oral approval. It is preferable for the Client to use the written or email approval procedures anyway.
- AUTOMATICALLY: On occasion as defined within the Signed Contract and associated Online Agreements, the Client’s approval is granted to the Provider automatically. The Client does not need to take further action when their approval is automatically granted.
(26) The Design Process
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 Signed Contract does not specifically make reference to this section:
Time Schedule Regarding The Design Process
- The Provider will design a Mockup and present it to the Client for approval (via email or during a meeting.)
- The Client will review the Mockup and decide whether they (1) approve the Mockup or (2) feel that the Mockup should be revised. The Client will inform the Provider of their choice.
- If the Client approves they must submit their approval as described above in section 25 of the Online Agreements – The Approval Process.
- If the Client wishes to have the Mockup revised they will provide a summation of feedback to the Provider of the revisions that need to be made to the Mockup to obtain their approval. The Provider will then create a Mockup Revision and present it to the Client for approval.
- If the Client is reviewing the Mockup during a meeting with the Provider, the Client may continually request revisions for up to two hours. During that meeting in person, the Provider will continually make Mockup Revisions. Upon the completion of the 1 hour of Mockup Revision the Provider will not be required to make any more Mockup Revisions and the Client’s approval is automatically granted (see above in section 25 of the Online Agreements under the bullet point entitled “AUTOMATICALLY”). If the Client insists in having more Mockup Revisions made, they agree that this work is beyond the scope of the Signed Contract and they will pay at the Provider’s going rate for design services at that time (time is rounded up to nearest hour). Such further Mockup Revisions will delay the Publishing date.
- If the Client is reviewing the Mockup or Mockup Revisions via email, the Client may request up to a total of 2 Mockup Revisions to be emailed to them. Upon the completion of the second Mockup Revision the Provider will not be required to make any more Mockup Revisions and the Client’s approval is automatically granted (see above in section 25 of the Online Agreements under the bullet point entitled “AUTOMATICALLY”). If the Client insists in having more Mockup Revisions made, they agree that this work is beyond the scope of the Signed Contract and they will pay at the Provider’s going rate for design services at that time (time is rounded up to nearest hour). Such further Mockup Revisions will delay the Publishing date.
- The Provider will perform any remaining tasks to finalize the design service.
Both parties of the Signed Contract affirm that time is of the essence to remain in compliance with the Signed Contract and the associated Online Agreements and agree that following the schedules listed in Signed Contract to facilitate project completion is important. Both parties agree to the following:
- The Client will deliver to the Provider the Content (must be in web friendly formats) by the times listed in Signed Contract and the associated Online Agreements.
- With each submitting of summation of feedback by the Client or Mockup Revision by the Provider, each agree to comply with a 7 business day turn around, one to the other thereafter because these Mockup Revisions will delay the Publishing date.
(27) Website Down-Time And Outages When The Website Is Not Working
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.
When The Website Is Being Maintained
- If the Client has contracted the Provider to act as their Hosting Service, they will need to submit a support request to [email protected], or another email address that the Provider authorizes. The Provider will then work with the Hosting Service to resolve the issue for the Client. When the Provider acts as a Hosting Service, they subcontract the Hosting Service out to a trusted and dedicated Third-Party Service. The client agrees that the Third Party may responsible for the outage, and that the Provider is acting as an intermediary to help the Client during such a situation and will not hold the Provider responsible.
- If the Client is directly using a Third-Party Hosting Service, they will need to contact that Hosting Service and pursue the problem according to their contract with the Third-Party Service. The Provider is not responsible in any way to support a Third-Party Service.
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.