Client Subscription Agreement
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.
Subscription: Case Study ("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: Case Study: RDD will produce one case study per month for Client. The case study will be provided via PDF and delivered via email to Client. The Case Study’s finished size will be 8.5" x 11" and consist of up to 2 pages. It will be designed for use as a downloadable item on a website, a transmittable PDF via email, and as print collateral for use at trade shows or as leave-behinds.
Outside Dependencies: Outside dependencies such as interviewee contact information, responsiveness or availability, and the transmission of any Necessary Materials such as photos or graphics are considered outside the timeline provided. Prompt participation by Client and its interviewee(s) is required for consistent monthly Case Study production. Client acknowledges and agrees to hold RDD harmless from Delays (see Delays section of this Subscription Agreement).
Milestones for Case Study:
- INTERVIEW: Client agrees to be interviewed by RDD for the purpose of the case study.
- CONTACTS: Client agrees to introduce via email RDD to case study subject(s). Client agrees to provide at least one customer name and contact information that RDD will attempt to interview. Up to three (3) case study subjects and contact details may be provided per case study.
- IMAGES: Client may provide desired images for consideration into the design of the case study. Client warrants all images, including photos and graphics, are legally-licensed and available for use in the case study.
- DATA: RDD will make every attempt to interview at a mutually convenient date and time Client’s customers.
- RESEARCH and ASSEMBLY: Unless provided by Client, RDD will conduct industry research, and will assemble, write, and edit all interview content.
- DRAFT, REVIEW and CLARIFICATION: RDD will develop one draft of the case study for Client to review and provide prompt feedback within the agreed upon schedule determined at Kickoff. RDM may require a clarification conference call for final feedback to ensure clarity for final execution.
- FINALIZATION: RDD will incorporate Client feedback into the final case study and provide the case study in PDF electronic format via email to Client.
Exclusions: Any service not explicitly described in Services Descriptions for the Subscription selected is outside the scope of this Subscription Agreement and may be subject to a separate Service Agreement.
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 access to Client customer contact information for the purpose of project interviews. Client agrees to provide an email introduction between RDD and Client customers identified for Case Study interviews. Client acknowledges and agrees to provide any additional account access identified after kickoff 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 Package 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.
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 email@example.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.
Payment for the first month of this subscription is due upon signed execution of this Agreement. The remaining monthly payments of $499.99 are due on the same day of each month for the following six (6) consecutive months.
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 $499.99 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 firstname.lastname@example.org 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 email@example.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 firstname.lastname@example.org. 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 email@example.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 firstname.lastname@example.org. RDD will provide an Early Termination Buyout Option invoice within 5 business days and payment in full is due upon receipt.
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:
- all text, graphics, animation, audio components, and digital components of the Website (the "Content") created by RDD
- 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
- all literal and nonliteral expressions of ideas that operate, cause, create, direct, manipulate, access, or otherwise affect the content created by RDD
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.