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.
In consideration of the mutual covenants set forth in this Agreement, Client and RDD hereby agree as follows:
ENGAGEMENT AND SCOPE OF SERVICES
RDD agrees to render to Client professional services as follows for the Client website:
- Content updates as requested by Client.
- Update and maintain WordPress installation.
- Update and maintain WordPress theme (if necessary).
- Install, setup, and maintain security and update notification plugins (as necessary).
- Update and maintain WordPress plugins.
- Install and configure new plugins as necessary for maintenance and security.
- Implement security measures on the website.
- Perform regular security checks on the website to verify it is not compromised and reduce the risk of it becoming compromised.
- Supply a staging server on which to test major changes before applying to live website.
- Offer suggestions for increasing the security of WordPress website (as needed).
- Perform daily backups of the website.
Services not Included
Under this Agreement, RDD will not:
- Monitor operating system or server status, other than general up/down status.
- Be responsible for errors and omissions contained in Website content.
- Install patches, fixes, updates to operating system or server; install additional software packages to the operating system or server; install patches, fixes or updates to additional software packages except where outlined in Scope of Service above. This is the responsibility of RDD's web hosting RDD.
- Guarantee security measures performed will prevent an attack or compromise of the website.
- Liaise with Client's web hosting hardware engineers or customer support.
- Provide email hosting service or support.
- Provide services that are part of another offering from RDD. e.g. MailChimp setup, PPC/Google AdWords Campaigns, Quick Start Website.
- Add to or alter the source code of any plugin or Client's theme.
BILLING AND UNDERSTANDING OF RATES
Fees are based on the actual time spent on services performed, at a rate of $100 per hour, billed in quarter hour (.25) increments. No in-person travel is needed or provided for this service. All phone meetings related to this service shall be billed at actual time when spontaneously requested or scheduled ahead of time by Client. Client acknowledges that all phone or email time spent working on services for Client shall be subject to the hourly billing rate. Rates are guaranteed for 120 days from the date of this agreement. Rates may be adjusted after this date without prior approval.
All estimates of time to complete a given task are based on our evaluation of the task, the extent of RDD's involvement and the complexity of the task to be performed. During the course of working for Client, additional requirements or problems may become evident or additional work may be requested or required. Client further understands that all estimates are done using the information made available to RDD by Client and that all estimates may be subject to modification at any time. Itemized accounts of all time spent on a particular task shall be available in RDD's Freshbooks account (https://riverdogmarketing.freshbooks.com/) and reports will not be sent to Client directly. RDD will inform Client when the retainer is exhausted or nearly exhausted and bill for the next retainer upon exhaustion.
Upon termination or expiration of Agreement, Client agrees to be solely responsible for any additional third party fees for any service utilized for or on behalf of Client by RDD. Additional expenses may include, but are not limited to: hosting fees, licenses, translations, royalties, talent, and other associated fees.
To secure RDD's commitment to perform the services listed above, Client agrees to pay RDD $199.99 for 2 hours or $399.99 for 4 hours as a retainer, to be credited against all future services performed.
This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both of the parties hereto.
This 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, Washington Superior Court.
This 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 its obligations under this Agreement without Client's prior written consent.
The waiver by either party of any breach or failure to enforce any of the terms and conditions of this 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.
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 Agreement.
Right to Withhold Creative Content and Services
In the event Client fails to make any of the payments set forth in Payment Terms within the time prescribed in Payment Terms, RDD has the right to withhold further creative content and services performed for or on behalf of Client until payment in full is made, plus accrued late charges of 1.5% per month.
Client agrees to indemnify and hold RDD harmless from any and all claims brought by any third party relating to any aspect of the services, including, but without limitation, any and all demands, liabilities, losses, costs and claims, including attorney's fees, arising out of injury caused by Client's products/services, material supplied by Client, copyright infringement, and defective products sold via the advertising or services. Further, Client agrees to indemnify RDD from responsibility for problems/disruptions caused by third party services and contractors that Client may use, such as media buyers, transportation, merchant accounts, shopping carts, shipping, hosting services, real-time credit card processing, and other services that relate to the execution of the services outlined in this Agreement by RDD.
Use of Services and Creative Content for Promotional Purposes
Client grants RDD the right to use the creative content, description of services performed, results of services and campaign data as it sees fit for promotional purposes.
No Responsibility for Theft
RDD has no responsibility for any third party taking all or any part of the content, ideas, or services provided to Client by RDD.
In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney's fees and costs, including expert witness fees.
Term of Agreement
This Agreement shall begin on date of order form submission and shall continue in full force until terminated by either party upon at least thirty (30) days prior written notice.
Payment for the first month of this subscription is due upon signed execution of this Agreement. The remaining monthly payments of $199.99 for a 2-hour retainer or $399.99 for a 4-hour retainer 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 1.5% 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 $199.99 for a 2-hour retainer or $399.99 for a 4-hour retainer 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 $199.99 for a 2-hour retainer or $399.99 for a 4-hour retainer 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.
Out of Pocket Expenses
Client agrees to the pay for all out-of-pocket expenses incurred by RDD in maintaining website including, but without limitation, any:
- License fees
- Outsource services billed for Client
- Domain name registration
- SSL certificate or hosting fees
- Premium CDN service
- Hardware and software
- Graphics obtained from a third-party
- Theme or template
- Premium plugins
All such expenses shall be approved by Client verbally or in writing prior to RDD incurring expense. If accrued, these expenses will be added to next invoice, or billed upon acquisition, per mutual agreement between RDD and Client.
Extra time incurred above and beyond the retainer plan will be billed at an hourly rate of $100/hour and is not subject to the costs, estimates, and caps indicated above.
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.