Terms of Service | RJP.design

These Web Design Subscription Terms of Service ("Terms") are a legally binding agreement between the subscriber ("Subscriber," "Client," or "Customer") and [Web Design Company Name] ("Company" or "Developer"). By subscribing to the web design and marketing services provided by the Company, the Subscriber agrees to be bound by these Terms.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, as well as other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Term of Agreement. This Contract shall commence on the date of signing and shall remain in effect for an initial term of 36 months, unless terminated earlier as outlined in this Contract. Upon the expiration of the initial term, this Contract shall automatically renew for successive 36 months, unless either party provides written notice of termination at least 60 days prior to the expiration of the then-current term. The initial term and any subsequent renewal terms shall collectively be referred to as the "Term" of this Agreement.
Services to be Rendered.
1. See Website Plan attached to your payment link and/or sent via email.
2. Revision Hours:
  1. As part of the subscription package, the Client will be entitled to 60 minutes per month of 1-1 revision hours (and any additional hours allowed by your Website Plan attached to your payment link). These revision hours can be utilized for discussions, feedback, and making changes to the website content. Any unused revision hours at the end of each month will not carry over to the subsequent month.
  2. RJP Hours: The Client shall have daily access to "RJP Hours" for minor changes and questions related to the website. RJP Hours refer to a designated period of time each day during which the Company's support team will be available to address minor requests, provide assistance, and answer questions regarding the website. The specific time of RJP Hours shall be announced in Slack, RJP's official communication platform, and communicated to the Client in a timely manner
  3. Change Requests: Any change requests or additional services beyond the scope of the agreed-upon services will be subject to a separate agreement or negotiation between the Client and the Company. Such additional services may incur extra fees or require modifications to the existing subscription plan.
  4. The Company shall make reasonable revisions to the web design within the scope of services rendered and within the constraints of the agreed-upon platforms. The Client is entitled to provide feedback and request revisions during the design phase. The Company will diligently consider and incorporate the Client's reasonable revision requests to achieve the desired outcome, while ensuring the design aligns with industry standards and best practices.
  5. Artistic License: The Company retains artistic license and creative control over the web design process, ensuring that the final design is cohesive, visually appealing, and meets professional standards. While the Client's feedback and input are valuable, the Company reserves the right to exercise its expertise to make artistic and design decisions that align with the project goals and industry standards.
Ownership. Upon the Client's full payment of the entire agreement amount within the number of months specified in this Agreement, the Client shall become the sole owner of the website graphics created specifically for their website. Until such payment is received, the ownership of the website graphics shall remain with the Company. The Client acknowledges that the Company may use the website graphics for the sole purpose of completing the agreed-upon services and providing the Client with the desired web design. Once full payment has been received within the specified number of months, the ownership rights to the website graphics shall be transferred to the Client, granting them full rights to use, modify, and reproduce the graphics as they deem necessary for their website.

Furthermore, the Client grants the Company the right to showcase the completed web design, including the website graphics, on the Company's portfolio, website, social media accounts, and other promotional materials. This permission extends to the use of screenshots, images, or videos featuring the Client's website design for promotional purposes, such as case studies, testimonials, and marketing campaigns. The Client understands and agrees that such promotional use by the Company is intended to demonstrate the Company's expertise and quality of work to prospective clients.

The Client agrees not to disclose, share, or provide access to the design, in whole or in part, to any other developer or third party without the Company's express written consent. The Client further agrees not to engage another developer to replicate, modify, or recreate the design created by the Company during the term of this Agreement or within a specified period after its termination, as agreed upon by both parties.
Fees.
1. One-time Setup Fee: The Client agrees to pay a one-time setup fee specified in your Website Plan. The one-time setup fee is due upon signing this Agreement and is non-refundable.
2. Monthly Recurring Fee: In consideration for the ongoing web design services provided by the Company, the Client shall pay a monthly recurring fee outlined in your Website Plan. The recurring fee is payable in advance or will be automatically billed to the customer's credit card on a monthly basis (see your website plan). By subscribing to the service, the Client authorizes the Company to charge the recurring fee to the provided credit card.
3. Cancellation and Early Termination: The Client acknowledges that cancellations are not allowed during the specified term of this Agreement. In the event of early termination by the Client, whether voluntarily or due to breach of this Agreement, the Client agrees to pay the Company the full amount of the remaining fees for the agreed-upon term.
4. Billing Information: The Client agrees to provide accurate and complete billing information, including valid credit card information, full name, address, and telephone number. It is the Client's responsibility to notify the Company of any changes in billing information within 10 days of the change.
5. Credit Card Payment and Non-payment: If, for any reason, the Client's credit card company refuses to pay the amount billed for the service, the Client agrees that the Company may, at its option, suspend or terminate the Client's subscription to the service and require the Client to pay the overdue amount by alternative means acceptable to the Company. Reinstatement of suspended or terminated accounts may be subject to additional fees.
6. Accrual of Charges: The Client acknowledges that until the subscription to the service is terminated, charges for the service will continue to accrue, regardless of whether the Client actively uses the service or not.
7. Legal Expenses: In the event that legal action is necessary to collect on overdue balances, the Client agrees to reimburse the Company for all expenses incurred, including but not limited to attorney fees and other legal expenses, associated with the recovery of sums due.
8. Outside Scope Hourly Rate: In the event that the Client requests services or modifications that are outside the scope of the agreed-upon services in the subscription plan, the Company reserves the right to charge an hourly rate for such additional work. The hourly rate for services outside the scope of the subscription plan will be communicated to the Client prior to commencing the work. The Client must provide explicit approval before the Company proceeds with the additional services, and the charges for such services will be billed at the agreed-upon outside scope hourly rate.
Timelines.
1. Estimated Timelines: The Company will provide the Client with estimated timelines for the completion of the web design services. These timelines are based on the scope of work, complexity of the project, availability of resources, and other relevant factors. The estimated timelines are provided for planning purposes and are subject to change.
2. Response Timelines: The Company will strive to respond to the Client's inquiries, feedback, and revision requests in a timely manner. However, the response timelines are subject to change based on the demand for revisions, workload, and other factors. The Company will make reasonable efforts to communicate any changes in the response timelines to the Client and to provide updates regarding the progress of the project.
3. Flexibility: The Client acknowledges that timelines and response times may fluctuate throughout the project, especially during periods of high demand or extensive revision requests. The Company will exercise flexibility and make reasonable adjustments to accommodate unforeseen circumstances, ensuring the delivery of quality services within a reasonable timeframe.
4. Collaboration: Timely collaboration between the Client and the Company is crucial for meeting project timelines. The Client agrees to promptly provide necessary feedback, materials, and approvals required for the timely progress of the project. Any delays caused by the Client's failure to meet agreed-upon deadlines or provide required information may result in adjustments to the project timeline.
Developer Warranties and Covenants. Developer hereby warrants and covenants to Customer as follows:
1. Warranty of Performance. The Developer warrants to the Client that all software programming, web pages, CD-ROMs, diskettes, and materials delivered to the Client in connection with the Services are free from defects in materials and faulty workmanship under normal use, and that the Website will operate properly with widely used web browsers. During the Developer's recommended beta testing period and for a 30 day period following completion of beta testing, the Developer will correct any software anomalies ("bugs") that occur because of defects in the source code included in the software. While no website design process is able to guarantee bug-free results, the Services will be provided in a workmanlike manner, within local industry standards and tolerances for commercial applications. This warranty does not cover items damaged, modified or misused after delivery to the Client.

The Developer: does not warrant that:

the Customer's use of the Services or the Site will be uninterrupted or error-free; or
the Services or the Site will be free from Vulnerabilities; or
the Services or the Site will comply with any Heightened Cybersecurity Requirements.]

Warranty of Title. Except for material provided by Customer for use in connection with the website, the materials used by Developer and its subcontractors in connection with the website shall not infringe upon any existing United States patent right or copyright, trade secret, or other proprietary right of any third party. No creative materials shall be used by Developer or its subcontractors in connection with the website shall be licensed from any third party without Customer’s prior written approval of the form and substance of such license agreement.
Warranty Against Malicious Code. Developer represents and warrants that
1. prior to delivery of any website and Web Pages, it will use best efforts to ensure that the website and Web Pages are free of all computer viruses, worms, Trojan horses, back doors, trap doors, time bombs, salamis and other malicious code, and
2. website and Web Pages do not and shall not contain any code, feature or function designed to disable the website and Web Pages or render them incapable of processing data, or
3. enable Developer or any third party to
  1. discontinue the effective use of any such website and Web Pages;
  2. access, erase, destroy, corrupt or modify any data without Customer’s knowledge and consent; or
  3. bypass any internal or external security measure without the Customer’s prior knowledge and consent.
Corporate Authority. Developer has the full right, power, legal capacity, and authority to enter into this Agreement and to carry out the terms hereof.
No Conflicts. There are and will be no liens, claims, encumbrances, legal proceedings, restrictions, agreements, or understandings that might conflict or interfere or be inconsistent with, limit, or otherwise affect any of the provisions of this Agreement or any rights of Customer to any of the webpages or any elements thereof.

Customer Warranties and Covenants. Customer hereby warrants and covenants to Developer as follows:
1. Warranty of Title. The use by Developer or its subcontractors of the materials supplied by Customer hereunder, in the manner contemplated by this Agreement, shall not infringe upon any existing United States patent right, copyright, trade secret, or other proprietary right of any third party.
2. Corporate Authority. Customer has the full right, power, legal capacity, and authority to enter into this Agreement and to carry out the terms hereof.
3. No Conflicts. There are and will be no liens, encumbrances, legal proceedings, restrictions, agreements, or understandings that might conflict or interfere or be inconsistent with, limit, or otherwise affect any of the provisions of this Agreement or the enjoyment by Developer of any of the rights granted to Developer by Customer hereunder.
Indemnification.
1. Indemnification of Developer by Customer against Liability for Infringement. Customer hereby agrees to indemnify, defend, and hold harmless Developer and its officers, directors, employees, and agents (collectively, the “Developer Indemnitees”) from and against all Losses which shall be based upon a third party claim that Developer’s use of any of the materials or services supplied by Customer and used by Developer pursuant to this Agreement infringes any existing United States patent, copyright, trademark, trade secret, rights of publicity or privacy, or any other proprietary right of any third party or is libelous or slanderous.
2. The Developer shall indemnify and hold the Client harmless from and against any loss, cost, damage or expense (including attorney's fees and legal expenses) incurred by the Client that may result by reason of any such claim, charge, suit or proceeding. The Client shall have the right, if it so desires, to be represented in any such claim, charge, suit or proceeding by counsel. If any of the programming or materials included by the Developer in the Services becomes the subject of an infringement suit, the Client may terminate this Agreement and shall be entitled to a refund of any payments that it has made to the Developer under this Agreement. This indemnity shall not apply to materials provided by the Client as contemplated by the foregoing paragraph.
LIMITATION OF LIABILITY.
1. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT THE OTHER PARTY MAY INCUR BY REASON OF ITS HAVING ENTERED INTO OR RELIED UPON THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION IN WHICH SUCH DAMAGES ARE ASSERTED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. IN NO EVENT SHALL EITHER PARTY'S LIABILITY TO THE OTHER PARTY FOR DAMAGES OF ANY NATURE EXCEED THE TOTAL AMOUNTS PAID OR TO BE PAID HEREUNDER.

This includes but is not limited to the fact that Developer will not be held liable for any indirect or speculative damages (including, without limiting the foregoing, consequential, incidental, and special damages, loss of use, business interruptions, and loss of profits), regardless of whether Developer has advance notice of the possibility of any such damages. Developer does not guarantee any specific results based on Developer’s work product regardless of Customer’s expectations of increase in revenues, profits, views on the Web, etc. Developer shall not be liable under or in connection with this Agreement or any collateral contract for any:

loss of revenue;

loss of actual or anticipated profits;

loss of contracts;

loss of the use of money;

loss of anticipated savings;

loss of business;

loss of opportunity;

loss of goodwill;

loss of reputation;

loss of, damage to or corruption of data; or

any indirect or consequential loss,

in each case howsoever arising, whether such loss or damage was foreseeable or in the contemplation of the parties and whether arising in or caused by breach of contract, tort (including negligence), breach of statutory duty or otherwise

Confidentiality Obligations. Each party acknowledges that it shall receive Confidential Information (as hereinafter defined) of the other party relating to its technical, marketing, product, and/or business affairs. During the Term of this Agreement and for a period of five (5) years thereafter, all Confidential Information of the other party shall be held in strict confidence and shall not be disclosed or used without the express written consent of the other party, except as may be required by law. Each party shall use reasonable measures and make reasonable efforts to provide protection for the other party’s Confidential Information, including measures at least as strict as such party uses to protect its own Confidential Information.
User Information. Without limiting the definition of Confidential Information, Developer acknowledges and agrees that the User Information shall be deemed to be Confidential Information owned exclusively by Customer, and that Developer shall not use the User Information for any purpose other than that of fulfilling its obligations under this Agreement. Neither Developer, nor any third party on behalf of Developer, shall have the right, directly or indirectly, to use, exploit, disclose, transmit, sell, assign, lease, or otherwise convey or make available for access by third parties, any User Information.
General Provisions
1. Entire Agreement. This Agreement, together with all Exhibits, Specifications, and other attachments, which are incorporated herein by reference, is the sole and entire agreement between the parties relating to the subject matter hereof. This Agreement supersedes all prior understandings, agreements, and documentation relating to such subject matter. No provisions in either party’s purchase orders, or in any other business forms employed by either party, will supersede the terms and conditions of this Agreement, and no supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by both parties in this Agreement. In the event of a conflict between the provisions of the main body of the Agreement and any attached Exhibits, Specifications, or other materials, this Agreement shall take precedence.
2. Modifications to Agreement. Modifications and amendments to this Agreement, including any Exhibits or Specifications attached hereto, shall be enforceable only if they are in writing and are signed by authorized representatives of both parties.
3. No Assignment. Developer may not assign its rights or obligations under this Agreement, either in whole or in part, without the prior written consent of Customer. Any attempt to do so shall be void and of no effect. Notwithstanding the foregoing, Developer shall be permitted to subcontract its obligations hereunder. Customer shall be permitted to assign its rights and subcontract its obligations hereunder.
4. Waiver. No term or provision of this Agreement shall be deemed waived and no breach excused unless such waiver or consent is in writing and signed by the party claimed to have waived or consented. A waiver by either of the parties of any of the covenants, conditions, or agreements to be performed by the other hereunder shall not be construed to be a waiver of any succeeding breach thereof.
5. No Duty to Investigate. Neither party shall have an affirmative duty to investigate any fact relevant to any representation or warranty made by the other party to this Agreement.
6. Force Majeure. Neither party shall be liable for delay or failure in the performance of its obligations hereunder if such delay or failure arises from the occurrence of events beyond the reasonable control of such party, which events could not have been prevented by the exercise of due care and could not have been foreseen at the time of entering into this Agreement, such as fire, explosion, flood, storm, labor strikes, acts of God, war, embargo, riot, or the intervention of any governmental authority; provided that the party suffering the delay or failure immediately notifies the other party of the reason for the delay or failure and acts diligently to remedy the cause of such delay or failure. Notwithstanding the foregoing, any delay or failure exceeding thirty (30) days shall be grounds for termination by the non-defaulting party.
7. No Partnership. Nothing contained herein will be construed as creating any partnership, joint venture, or other form of joint enterprise between the parties.
8. Independent Contractor. The parties acknowledge that Developer will perform its obligations hereunder as an independent contractor. The manner and method of performing such obligations will be under Developer’s sole control and discretion. Customer’s sole interest is in the result of such services. It is also expressly understood that Developer’s employees and agents, if any, are not Customer’s employees or agents, and have no authority to bind Customer by contract or otherwise. In the event Customer is found liable for Social Security, withholding, insurance, or other taxes due on account of Developer’s employees or agents, Customer shall have the right to recover an equivalent amount from Developer.
9. Notices. Any notice required or permitted under this Agreement shall be in writing and shall be delivered personally against receipt; or by registered or certified mail, return receipt requested, postage prepaid; or sent by Federal Express or other recognized overnight courier service; and addressed to the party to be notified at its address set forth below or to such other address of which the parties may have given notice in accordance with this paragraph
10. Applicable Law. This Agreement will be governed by United States copyright and intellectual property laws and the laws of the State of New York without regard to any conflict of law principles. Both parties consent and submit in advance to the jurisdiction of any supreme court of the State of New York and any United States District Court located therein.
11. Severability. If any provision of this Agreement is held invalid, void, or unenforceable under any applicable statute or rule of law, it shall to that extent be deemed omitted, and the balance of this Agreement shall be enforceable in accordance with its terms.
12. Headings Not Controlling. The headings in this Agreement are for reference purposes only and shall not be construed as a part of this Agreement.