Terms of Service
RECITALS
1. RJP.design is in the business of creating custom website designs, providing web hosting, internet marketing, ongoing maintenance and related services. Client wishes to utilize the services of RJP.design for this purpose as well as for other related services as set forth below.
TERMS OF THE AGREEMENT
In consideration of the foregoing and the mutual promises contained herein, RJP.design and Client agree as follows:
Engagement of and Payment to RJP.design. Client hereby agrees to engage and pay RJP.design for the services to be provided as set forth on the client's invoice. All payment shall be due and payable upon receipt of RJP.design’s invoice. Past due payments shall bear interest at the rate of 1.5% per month from the due date.
Property Rights. Upon final payment of the Services, ownership of the completed assembled website including website design, graphics, text, and the html source code, shall be transferred to Client. Rights to stock photographs, other source codes and computer programs are specifically not transferred to Client, and remain the property of their respective owners.
Warranties and Representations. Client acknowledges and agrees that RJP.design has no control of changing external economic and social factors that can affect Client’s business, and that any of the services and products that RJP.design provides cannot and will not guarantee that Client’s sales, revenue, income, or business activity will increase. Client further acknowledges and agrees that RJP.design has made no representations or guarantees that any Services provided by RJP.design will improve Client’s ranking or placement on any internet search engine.
Start and Completion of Services. Client acknowledges that RJP.design’s start and completion of the Services are dependent upon Client providing materials including but not limited to text, images, videos, and any special input and instructions regarding said content, (collectively, “Content”), including timely approvals from Client. Client agrees to provide RJP.design with all Content needed to complete the Services within thirty (30) days of any request from RJP.design. Any delay by Client will affect the completion of the Services. In the event that Client does not timely provide RJP.design with the requested Content, Client agrees that RJP.design may use filler content of RJP.design’s choosing to complete the Services. In the event of any such delay by Client, Client agrees to be responsible for RJP.design’s fees and any additional costs incurred for any additional work required to be done by RJP.design. All additional work necessitated by Client’s delay shall be billed at the rate of $105 per hour. Client acknowledges that RJP.design is not responsible and agrees to hold RJP.design harmless for any delays or damages resulting from Client’s failure to make such submissions in a timely manner.
Meetings and Approvals. Client agrees to meet with RJP.design as required by RJP.design until the project is completed. Milestone approvals and sign-offs must be responded to within dates specified by RJP.design. A non-response by Client to a requested approval or sign-off shall constitute that milestone or sign-off is approved by Client.
Website Updates.In order to request an update, Customer must book a time with Developer’s Concierge team (link in Slack®, on the client portal, and RJP Workbook) and submit a written request of the updates as a part of the booking form. Available appointment slots with Concierge are available on a first come first served basis. Rush updates cannot be guaranteed. On not more than two (2) occasions during each calendar month during the term of this Agreement, Customer shall have the right to require Developer to change each of the advertising banners, licensee banners, pictures, and video clips appearing on its Web Pages (“Updates”), and Developer will incorporate the Updates into the Web Pages within four (4) business days following delivery by Customer of all data required to produce the Updates.
Indemnification. 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.
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
a.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
b. Exceptions to Limitations. The limitations in Paragraph 7a above shall not apply in respect of any liability arising out of Developer’s obligations under Article 7 of this Agreement. The limitations in the second sentence of Paragraph 8a above shall not apply in respect of any liability arising out of the gross negligence or willful misconduct of the party to be charged.
Changes/Additions to Agreed upon Services. In the event Client wishes to make changes to any work by RJP.design that has already been approved and accepted by Client including, but not limited to, design, graphics, text, layout of a site, SEO or campaign strategy, or, if in the opinion of RJP.design, any item of work requested by Client is not within the scope of outlined above in Digital Goldmine Pro, Clients agrees to pay RJP.design at the hourly rate of $105 per hour in addition to any costs incurred by RJP.design.
Electronic Commerce. Client understands and acknowledges that from time to time, that State, Federal, and local laws and regulations may change, to include taxes, assessments, tariffs and levies which pertain to internet electronic commerce. Client agrees that Client is solely responsible for compliance with any and all laws and regulations and is responsible for all taxes, assessments, tariffs, and levies.
Assignment of Project. RJP.design reserves the right to assign subcontractors to this project. At the sole discretion of RJP.design, work produced by subcontractors may be protected under signed confidentiality agreements and shall remain the property of RJP.design.
Conditions Affecting Performance. Certain conditions beyond the control of RJP.design may affect RJP.design’s ability to perform obligations provided for under this Agreement. These conditions may include, but are not limited to, labor shortages, internet outages, change in supported technologies, Acts of God or circumstances or causes beyond the control of RJP.design. RJP.design shall not be liable for and Client agrees to hold RJP.design harmless for any delays, cancellations, or terminations that result in damages of any kind to Client as the result of any such conditions or circumstances.
Use of Clients Materials. Should RJP.design, upon Client’s written request, verbal instruction or delivery of materials, utilize Client’s materials which may include, but are not limited to, photographs, text, software, code, copyrighted material and/or materials that may be owned by third parties (“Client’s Materials”), Client acknowledges and agrees that neither RJP.design nor its employees, agents or anyone acting on its behalf have made any representation to Client regarding Client’s entitlement to use Client’s Materials. Client acknowledges and agrees that Client has relied on its own investigation to establish whether Client is entitled to use Client’s Materials. Client agrees to defend, indemnify and hold RJP.design, its employees, agents or anyone acting on its behalf harmless from any and all claims of any kind including, but not limited to, all lawsuits for damages, royalties, penalties, interest, legal fees, expert fees and court costs of any kind (“Claims”) arising out of, related to, or alleged to arise out of or relate to any use of Client’s Materials unless such Claims are due to RJP.design’s gross negligence or intentional misconduct.
No Hire of Employees/Subcontractors. Client agrees that Client shall not solicit in an attempt to hire, hire or contract directly with any employee employed by RJP.design nor any independent contractor who provides service for RJP.design for the same or similar services provided by RJP.design.
Final Product Testing. Client agrees that Client shall test the functionality of any website created by RJP.design to ensure that it is working pursuant to the Client’s needs before it is used for Client’s business or other related purposes. If Client discovers that any website is not functioning properly, Client shall immediately notify RJP.design in writing. Client agrees that if Client fails to test the functionality of any website and suffers damages as a result, Client shall hold RJP.design harmless from any and all damages of any kind suffered by Client.
Cancellation. By Entering into this agreement you agree to pay the monthly investment for the term length of the agreement. Upon completion of the term, the plan will automatically renew on a month to month basis. You may cancel your plan at any time with 30 days advance notice. Cancellation prior to meeting the minimum term will require a 50% payment of the contract balance. Client must keep a valid credit card on file at all times and authorizes RJP.design to bill this credit card.
Customer Satisfaction. Our ultimate goal is to create a design that you love. We will work diligently to deliver a design that meets your expectations within the original scope of work. If for any reason you are not satisfied with the initial design, we will work with you to revise the design until it meets your satisfaction.
Attorney’s Fees, Costs, Venue and Governing Law. In the event any dispute arising between the Parties results in the filing of a lawsuit, the prevailing party, as determined by a Court of competent jurisdiction, shall be entitled to an award of its reasonable attorney's fees and taxable costs. Venue for all disputes related to or arising out of this Agreement is proper only in Pima County, Arizona. This Agreement shall be governed by the laws of the State of Arizona.
Mediation. Before any lawsuit is filed, the Parties to this Agreement must engage in a total of four (4) hours of mediation unless the Parties agree in writing otherwise. If the mediator cannot be agreed upon by the Parties, then each Party will select one mediator and those mediators shall agree upon one mediator to preside over the matter. The presiding mediator’s fees shall be split equally between the Parties.
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable, such provisions shall be fully severable.
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.
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.
TERMS OF SERVICE link on the homepage of the RJP.design website are considered part of this contract. All updates after the date of this contract to the terms of service are incorporated into this agreement. The Customer is encouraged to check in on the site often.