Client Subscription Agreement

Parties

This Subscription Agreement is between the service subscriber ("Client") and River Dog Marketing, LLC, d/b/a River Dog Digital ("RDD"). RDD shall provide the services described in the Services section.

Services

Subscription: MailChimp Email Campaigns ("Subscription") is being subscribed to by Client. RDD agrees to render services as described in the Services Description section of this Subscription Agreement.

Services Description: MailChimp Account Setup: If Client does not have a MailChimp email service account, or if Client prefers RDD to setup a new MailChimp email service account, RDD will setup a MailChimp marketing email list service account on behalf of Client. RDD will import and organize legally-acquired customer data from Client into the MailChimp account. The current free MailChimp plan is for subscribers up to 1,999. Client agrees to directly pay MailChimp for any additional subscribers over the current free plan threshold.

Milestones for MailChimp Account Setup:

1. ACCESS and NECESSARY MATERIALS: Client will grant administrator-level access to its existing email marketing system to RDM. Client will provide to RDD the business-branded primary email (e.g. info@companyname.com), and any logos, images, color palette, or factual content.
2. DATA EXTRACTION: If Client's existing email marketing system is not MailChimp, upon administrator-level access (step 1), RDD will download any contact data from the existing email marketing system and prepare for upload to Client's new MailChimp account. In the event Client does not have an email marketing system, but does have a legally-acquired contact list in their current email system, such as Outlook, Gmail, or Yahoo, Client acknowledges and agrees to provide those contacts to RDD in .xlsx or .csv files.
3. ORGANIZATION: If applicable, RDD will create Groups within the Client's new MailChimp account. RDD will add a Source field to capture any referral source data.
4. VERIFICATION: RDD will setup the Client's new MailChimp account. RDM will use the Client's provided primary email address and send a verification from the new MailChimp account. Client must promptly respond and accept the MailChimp verification.
5. DESIGN: Upon verification (Step 4), RDD will use the Client-provided logos, images, color palette, and/or factual content within the new MailChimp email template.

MailChimp Email Campaign: RDD will produce an on-brand email template, using Client-provided images or up to five (5) stock images. RDD will create email campaigns using Client-provided Necessary Materials such as offer details (subject, service or product name, price, discount rates, expiration date, and other information) or excerpted content and a link pertaining to the Weekly or Biweekly Blog Post service. Client will provide all links, account login details, data, legally-licensed images, and any promotional rate information at time of Kickoff. Client acknowledges and agrees to provide feedback or approval within one (1) business day upon receipt of email drafts.

Milestones for MailChimp Account Setup, WordPress Plugin MailChimp Integration, and Email Rewards Campaign:

1. ACCESS: Client will provide administrator-level access to its WordPress website and any existing email marketing system account administrator-level access to RDD at time of kickoff.
2. MAILCHIMP ACCOUNT SETUP: RDD will setup a MailChimp Account on behalf of Client.
3. MAILCHIMP INTEGRATION WORDPRESS WEBSITE PLUGIN: RDD will setup a WordPress plugin and integrate the Client's MailChimp Account to the Contact Form on the Client's WordPress website.
4. DATA IMPORTANT & ORGANIZATION: RDD will upload any legally-acquired Client contact data to the Client's MailChimp Account.
5. EMAIL TEMPLATE DESIGN: RDD will design branded email templates using Client-provided colors, logo, and legally-acquired photography.
6. EMAIL CAMPAIGNS: RDD will create two email campaigns per month, and provide drafts to Client for approval.
7. APPROVAL: Upon Client approval of drafts, a message schedule will be developed and campaigns will be deployed.
8. METRICS: Message deployment data may be collected, analyzed and provided as part of an SEO and Campaigns Report

Exclusions: Any service not explicitly described in the Services Description section for the Subscription selected is outside the scope of this Subscription Agreement and may be subject to a separate Service Agreement.

Requirements

Kickoff Meeting: RDD agrees promptly schedule and host a kickoff conference call with Client ("Kickoff"). In the event Client is unable to attend a conference call, Client agrees to provide prompt responses via email to any additional information RDD needs in order to activate services. No in-person travel is needed or provided for this Subscription. Any additional consultation calls after Kickoff may be pre-paid and provided as a separate consultation service.

Access: Client acknowledges and agrees that RDD requires login and administrator-level access to all of the following Client accounts for the purpose of executing services within the selected Subscription: (a) WordPress website, (b) MailChimp, (c) any additional email marketing service account, such as Constant Contact or AWeber, (c) Google analytics or any existing search engine accounts, (d) and any additional account access that will assist with the execution of services described for this Subscription.

Necessary Materials & Dependencies: "Necessary Materials" include any WordPress administrator-level access, digital images and content (written or images), written direction for brand tone, etc. Client will provide all its relevant brand details including the voice, tone, perspective, and general positioning. Client agrees to provide images, including the Client's logo, any specific promotional content, including pricing, exclusions, limits, product images, logos, links, and/or product availability details at time of Kickoff. In the event Necessary Materials are not provided in a timely manner, Client agrees to hold harmless RDD from any established production dates. Any content needed for this project is considered a dependency to the production schedule and therefore must be provided at the time of Kickoff. This ensures an accurate delivery schedule for this and other projects. Client will provide all Necessary Materials, including pricing, special offers, photos or other Necessary Materials required to provide services under this Subscription Agreement.

WordPress Website: All Subscription website services shall be executed using the WordPress content management system and no other. Independent consideration will be given to non-WordPress platforms under a separate agreement.

Standards and Best Practices: RDD will use current standards and best practices for HTML, CSS, and SEO (search engine optimization) in this project. Any website work will be designed and coded for major modern browsers and devices.

Website Analytics Tools: RDD will add the site to Google Webmaster Tools (Search Console) and Bing Webmaster Tools (also connects to Yahoo!) to assist with search engine optimization (SEO). If this is an SEO Report Subscription, as part of RDD's SEO Reports service, analytics tracking code will be installed on Client's website.

Code Alterations: RDD will not in any way add to or alter the source code of: (a) a MailChimp account, (b) any plugin, (c) website theme, or (d) WordPress core as part of this Subscription.

Delays: Client is solely responsible for providing all Necessary Materials in electronic format and must send content to help@riverdogdigital.com.

RDD is not responsible for project delays and will provide no refunds should Client fail to provide Necessary Materials, including content, clear direction or feedback to RDD on draft content, or decline to attend the kickoff call or respond within one (1) business day of email requests.

Payments

The first payment for the Subscription is $499.99 plus a one-time setup fee of $499.99, due upon signed execution of this Agreement. The following monthly payments, due on the same day of each month for the following six (6) consecutive months is $499.99.

Terms of Payment: For all services under this Subscription Agreement, Client shall compensate RDD in cash, US dollars. Client agrees to automatic monthly payments by credit or debit card. Payment is due before any services are provided. All unpaid balances shall accrue interest at 1½% per month, beginning on day 14 of unpaid invoice. If balance remains unpaid after 14 days, RDD has the right, but is not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement; (2) halt any and all work on the subscription or, if final payment on subscription, disable the subscription services; (3) bring legal action.

First Payment: The first payment of $999.98 is being made to RDD as part of Client's acceptance of this Subscription Agreement.

Recurring Payments: The first of six (6) subsequent monthly payments in the amount of $499.99 shall be due on the same day of each month after the date of acceptance of this Subscription Agreement. Client agrees to RDD's auto-pay for monthly subscription payments for the life of the subscription (6 months). Upon the 6th month of service, the Subscription renews for another 6 month term.

Renewal by Client: This Subscription Agreement will automatically renew for successive six month Terms (defined below) unless canceled in writing by Client to RDD via email at cancel@riverdogdigital.com at least 30 days prior to the end of Term renewal date. Renewal prices are subject to change. Renewal of services by Client indicates agreement to any Contract revisions and price changes. Renewal fees for the following Term will be automatically invoiced to Client's account.

Refunds: No refunds are provided.

Cancellation: Upon the 5th month of service, Client may choose to unsubscribe from the Subscription Package. Client may cancel the Subscription Package after the 5th month, and must provide 30 days' written notice to cancel@riverdogdigital.com. After the first 5 months of service, Client may choose to unsubscribe from the Subscription Package. Client may cancel the Subscription Package at any time, and agrees to provide 30 day's written notice to cancel@riverdogdigital.com. The cancellation will take affect 30 days after the cancellation request, and all payments must be completed at time of cancellation, prior to the last 30 days.

Length of Service

Term: Client agrees to a minimum 6 month contractual term of service ("Term"). Every Term thereafter will be 6 months.

Subscription Start Date: Services for this Subscription Agreement shall begin after RDD receipt of payment and after the RDD-Client Kickoff conference call or upon a mutually agreed-upon alternate date.

Delays: Client is solely responsible for providing all Necessary Materials in electronic format and must send content to help@riverdogdigital.com. RDD is not responsible for project delays and will provide no refunds should Client fail to provide Necessary Materials, including content, clear direction or feedback to RDD on draft content, or decline to attend any Kickoff or review calls.

Early Termination Buyout Option: In the event of early termination, Client agrees to pay RDD 50% of the remaining balance for the 6 month term. Client agrees to provide notice of Early Termination Buyout in writing 30 days in advance of termination to cancel@riverdogdigital.com. RDD will provide an Early Termination Buyout Option invoice within 5 business days and payment in full is due upon receipt.

General Provisions

MODIFICATION: No modification of this Subscription Agreement shall be valid unless made in writing and signed by all of the parties hereto.

GOVERNING LAW: This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of Washington. Exclusive jurisdiction and venue shall be in the King County Superior Court.

BINDING EFFECT: This Subscription Agreement shall be binding upon and inure to the benefit of Client and RDD and their respective successors and assigns, provided that RDD may not assign any of their obligations under this Subscription Agreement without Client's prior written consent.

WAIVER: The waiver by any party of any breach or failure to enforce any of the terms and conditions of this Subscription Agreement at any time shall not in any way affect, limit, or waive such party's right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.

GOOD FAITH: Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Subscription Agreement.

VENDOR: RDD is a vendor. RDD is retained by Client to provide services. RDD is fully and independently responsible for payment of its own income taxes on all compensation earned under this Subscription Agreement. Client will not withhold or pay any income tax, social security tax, or any other payroll taxes on RDD's behalf. RDD understands that it will not be entitled to any fringe benefits that Client provides for its employees generally or to any statutory employment benefits, including without limitation worker's compensation or unemployment insurance.

EQUIPMENT: Client agrees to make available to RDD, for RDD's use in performing the services required by this Subscription Agreement, such items of hardware and software as Client and RDD may agree are reasonably necessary for such purpose.

OWNERSHIP RIGHTS: RDD shall endeavor to ensure that Client shall be able to retain, under the fullest extent under the law, any and all intellectual property rights in any text, images, or other components created for Client pursuant to this Subscription Agreement. Client agrees that any material, content, plan, or idea prepared by RDD submitted to Client for approval at any stage that is not utilized at the termination of this Subscription Agreement shall remain the property of RDD. Client agrees to return to RDD any materials it may have of RDD's, such as artwork, mock-ups, comps, text, digital media, film, photos, or any other physical embodiment of RDD's creative work performed while under this Subscription Agreement. Upon termination or expiration of this Subscription Agreement, Client agrees to be solely responsible for any additional use of materials and advertisements created by RDD pursuant to this Subscription Agreement. Additional expenses may include but are not limited to: fees, licenses, translations, royalties, talent, and other associated fees. RDD's obligations for this Subscription Agreement do not apply with any respect to foreign use.

WEBSITE-RELATED OWNERSHIP RIGHTS: Client shall retain all of its intellectual property rights in any text, images, or other components it owns and transmits to RDD for use in the Website. Client shall hold the copyright for the agreed upon version of the Website as delivered, and Client's copyright notice may be displayed in the final version.

RDD shall hold all right, title, and interest in and to the source code, programming, and original artwork created for the Subscription. Specifically, but without limitation, RDD shall hold rights, title, and interest in and to:

1. all text, graphics, animation, audio components, and digital components of the Website (the "Content") created by RDD
2. all interfaces, navigational devices, menus, menu structures or arrangements, icons, help and other operational instructions, and all other components of any source or object computer code that comprises the Website created by RDD
3. all literal and nonliteral expressions of ideas that operate, cause, create, direct, manipulate, access, or otherwise affect the content created by RDD
4. all copyrights, patents, trade secrets, and other intellectual or industrial property rights in the Website or any component or characteristic thereof created by RDD. Client shall not do anything that may infringe upon or in any way undermine RDD's right, title, and interest in the Website, as described in this paragraph.

Any third-parties (graphic/visual designers, theme designers/developers, plugin developers, application developers, graphic artists, and/or photographers) whose work is used in this project shall hold all right, title, and interest in and to their original work used for the project.

OWNERSHIP OF PHOTOGRAPHS: RDD will source legally-licensed photographs for any service RDD provides as part of this Subscription Agreement. RDD maintains ownership of the photographs, and only grants Client a non-exclusive right to use those photographs, and only as part of designated Subscription Agreement services.

NO RIGHT TO ASSIGN: Client has no right to assign, sell, modify or otherwise alter the WordPress Website, except upon the express written advance approval of RDD, which consent can be withheld for any reason.

PROPRIETARY INFORMATION: Proprietary information exchanged hereunder shall be treated as such by Client. This information shall include, but not be limited to, the provisions of this Agreement, product and services information, and pricing. Client further agrees to not decompose, disassemble, decode or reverse engineer any RDD program, code or technology delivered to Client or any portion thereof.

ACCEPTABLE USE POLICY (AUP): Client agrees to abide by RDD's Acceptable Use Policy, available at https://www.riverdogdigital.com/acceptable-use-policy/. Failure to comply with this policy may result in account termination, as detailed in the policy.

SPAM/UCE POLICY: Client agrees to abide by RDD's SPAM/UCE Policy, available at https://www.riverdogdigital.com/spam-uce-policy/. Failure to comply with this policy may result in account termination, as detailed in the policy.

CENSORSHIP: RDD will exercise no control whatsoever over the content of the information passing through the network, email or web site.

WARRANTIES: RDD makes no warranties or representations of any kind, whether expressed or implied for the service it is providing. RDD also disclaims any warranty of merchantability or fitness for any particular purpose and will not be responsible for any damages that may be suffered by Client, including loss of data resulting from delays, non-deliveries or service interruptions by any cause or errors or omissions of RDD. Use of any information obtained by way of RDD is at Client's own risk, and RDD specifically denies any responsibility for the accuracy or quality of information obtained through its services. Connection speed represents the speed of an end-to-end connection. RDD does not represent guarantees of speed or availability of end-to-end connections. RDD expressly limits its damages to Client for any non-accessibility time or other down time to the pro-rata monthly charge during the system unavailability. RDD specifically denies any responsibilities for any damages arising as a consequence of such unavailability.

Limited Warranty and Limitation on Damages: RDD warrants any WordPress Website created as part of a Subscription Agreement will conform to the Service Description. If the WordPress Website does not conform to the Service Description, RDD shall be responsible to correct the WordPress Website without unreasonable delay, at RDD's sole expense and without additional charge to Client, to bring the WordPress Website into conformance with the Service Description. This warranty shall be the exclusive warranty available to Client for WordPress Website service. Client waives any other warranty, express or implied. Client acknowledges that RDD does not warrant that the WordPress Website will work on all platforms. Client acknowledges that RDD is not responsible for the results obtained by Client on the WordPress Website. Client waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy for damages (either in contract or tort) is the return of the consideration paid to RDD as set forth in the Terms of Payment section of this document.

SERVICE DISCLAIMERS:

1. RDD accepts no responsibility for policies of PPC Advertising Networks, social networking sites, third-party search engines, directories, or other Websites ("Third-Party Resources") that RDD may submit to with respect to the classification or type of content it accepts whether now or in the future. Client's Website or content may be excluded or banned from any Third-Party Resource at any time. Client agrees not to hold RDD responsible for any liability or actions taken by Third-Party Resources under this Subscription Agreement.
2. Client acknowledges that the nature of many of the resources RDD may employ under this Subscription Agreement are competitive in nature. RDD does not guarantee #1 positions, consistent positioning, "top 10 positions", or guaranteed placement for any particular keyword, phrase, or search term. Client acknowledges that past performance is not indicative of any future results Client may experience.
3. In the event any additional submissions are provided by RDD, Client acknowledges that submissions to Third-Party Resources can take an indefinite amount of time for inclusion. Each edit or change made to any resources employed by RDD will repeat these inclusion times.
4. Client acknowledges that any of the Third-Party Resources or other resources may block, prevent, or otherwise stop accepting submissions for an indefinite period of time.
5. Client acknowledges that Third-Party Resources may drop listings from its database for no apparent or predictable reason. RDD may re-submit resources to the Third-Party Resources based on the current policies of the Third-Party Resource in question.
6. RDD will endeavor to make every effort to keep Client informed and aware of any changes that impact any of the Subscription Services and the execution thereof under this Subscription Agreement. Client acknowledges that RDD may not become aware of changes to Third-Party Resources, industry changes, or any other changes that may or may not affect the Subscription Services.
7. Client acknowledges that some Third-Party Resources only offer paid inclusion programs that require a fee, or continued maintenance, or performance fees. Client is solely responsible for all paid inclusion fees and must maintain adequate funds in any Third-Party Resource accounts in order to maintain inclusion in these resources.
8. RDD reserves the exclusive right, for the duration of this Subscription Agreement, to approve or disapprove any design strategies, existing code or other techniques, whether requested by Client or presently employed by Client that are considered by RDD to be detrimental to the execution of RDD's Subscription Services under this Subscription Agreement.

TRADEMARKS AND COPYRIGHTED MATERIAL: Client warrants that it has the right to use any applicable trademarks or copyrighted material used in connection with this service.

TRANSFER OF AGREEMENT: Client may not assign or transfer this Agreement, in whole or in part without the prior written consent of RDD. In the event that Client contemplates whole or partial sale of its business, ownership change, or change in jurisdiction, Client shall notify RDD by mail or email no less than 30 days prior to the effective date.

TERMINATION: RDD may terminate this Agreement at its sole discretion upon the occurrence of one or more of the following events: 1) failure to comply with any provisions of the Subscription Agreement upon receipt of written notice from RDDM of said failure, 2) appointment of Receiver or upon the filing of any application by Client seeking relief from creditors, 3) upon mutual agreement in writing of RDD and Client, 4) failure to comply with RDD's Spam/UCE policy, 5) failure to comply with RDD's Acceptable Use Policy.

DISPUTES AND FEES: If legal proceedings are commenced to resolve a dispute arising out of, or relating to, this Subscription Agreement, the prevailing party shall be entitled to recover all costs, legal fees, and expert witness fees as well as any costs or legal fees in connection with any appeals.

INDEMNIFICATION: Client shall indemnify and hold RDD harmless from and against any and all claims, judgments, awards, costs, expenses, damages and liabilities (including reasonable attorney fees) of whatsoever kind and nature that may be asserted, granted or imposed against RDD directly or indirectly arising from or in connection with Client's marketing or support services of the product or services or the unauthorized representation of the product and services or any breach of this Subscription Agreement by Client.

USE OF MATERIALS AND WEBSITE FOR PROMOTIONAL PURPOSES: Client grants RDD the right to use any materials, including a WordPress Website, created under a Subscription Agreement for promotional purposes.

NO RESPONSIBILITY FOR THEFT: SRDD has no responsibility for any third-party taking all or any part of the Client's WordPress Website.

RIGHT TO MAKE DERIVATIVE WORKS: RDD has the exclusive right in making any derivative works of a WordPress Website created as part of a Subscription Agreement.

IDENTIFICATION OF COMPANY: Client agrees that RDD's identification may be annotated within the code or on the Website as the authors. Client also agrees to allow RDD's copyright notices to be displayed on the WordPress Website and the relevant content therein.

NO RESPONSIBILITY FOR LOSS: RDD is not responsible for any down time, lost files, improper links or any other loss that may occur in the operation of the WordPress Website.

TRANSFER OF RIGHTS: In the event RDD is unable to continue maintenance of a WordPress Website created as part of a Subscription Agreement, non-exclusive rights to the WordPress Website will be granted to Client.

DOMAIN NAME: Any domain name registered on Client's behalf will be made in Client's name for both the Registrant Name/Organization and administrative contact. RDD will be listed as the technical and billing contacts. RDD will use private domain registration unless otherwise requested by Client.

Each party represents and warrants that they are authorized to enter into this Agreement in entirety and duly bind their respective principals by the engagement of these services.

Executed as of the date order submitted electronically by Client.