Managed Web Hosting Terms & Agreement
This agreement is made on the day of form submission, by and between the service subscriber ("Client") and River Dog Marketing, LLC, d/b/a River Dog Digital ("RDD"). RDD is acting as an vendor and is not acting as an employee of Client. Client desires RDD to enter into a MANAGED WEB HOSTING AGREEMENT.
In consideration of the mutual covenants set forth in this Agreement, Client and RDD hereby agree as follows:
Subject to the terms and conditions of this Agreement, Company will provide web hosting and maintenance services for Client subject to the following terms:
LENGTH OF SERVICE
Client agrees to an initial twelve (12) month contractual term of service ("Term"). The length of contract required is based on the type of service desired by Client and shall be determined solely by RDD.
SERVICE START DATE
The first payment plus setup charges, if any, shall be due in advance of any service provided. Service shall begin upon RDD receipt of payment for such first Term of service or upon a mutually agreed upon alternate date.
RENEWAL BY CLIENT
This Agreement will automatically renew for successive twelve (12) month Terms unless canceled in writing by Client 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.
MAINTENANCE AND CHANGES
Company will provide WordPress maintenance updates to the Website for a period of 12 months. No other parties shall have the right to update or maintain the Website during the maintenance period, exclusive of content updates. If Client or an agent other than RDD updates the website, any time needed to repair website will be assessed at the hourly rate, and is not included as part of this maintenance agreement.
Brief email communication is included with this maintenance plan. Telephone calls, extensive email support, or in-person meetings are not included as part of this maintenance agreement and will be assessed at the hourly rate.
For all of RDD's services under this Agreement, Client shall compensate RDD, in cash, on a quarterly or monthly basis, as defined in Payment Terms. In the event Client fails to make any of the payments referenced by the deadline set forth in Payment Terms, RDD has the right, but is not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement, (2) immediately stop all works-in-progress or remove unpaid for material, (3) bring legal action.
SCOPE OF SERVICE
Managed hosting is web hosting and website security maintenance.
Under this Agreement, RDD will:
- Host the website.
- Update WordPress installation.
- Update WordPress theme (if necessary).
- Install, setup, and update security plugins (as necessary).
- Update 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:
- Update content, design, or code on Client website.
- 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.
- Guarantee security measures performed will prevent an attack or compromise of the website.
- Provide email hosting service or support.
- Offer advice or guidance on Website management, social media and blogging, or marketing or provide consultation for any project that is outside the scope of the Scope of Service.
- 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 WordPress, any plugin, or Client's theme.
Any revisions, additions, or redesign Client wishes RDD to perform which is not specified in this document shall be considered "additional" and will require separate Agreement and payment. RDD shall advise Client on any requested work that falls within these bounds.
In the event of a fault with web hosting service or server, Company will initiate an inquiry into the service disruption within one (1) business day of the fault or support issue being reported or observed. Troubleshooting and support time shall be billed at the hourly rate separately from this maintenance agreement.
Proprietary information exchanged here under 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.
Client agrees to abide by RDD's SPAM/UCE Policy. Failure to comply with this policy may result in account termination, as detailed in the policy.
RDD will exercise no control whatsoever over the content of the information passing through the network, email or website.
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 Client. 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.
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 of the event.
CANCELLATION & TERMINATION
This Managed Web Hosting Agreement may be cancelled at any time, by giving 30 days written notice, provided that payment is up-to-date. No refunds are provided.
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 Agreement upon receipt of written notice from RDD 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.
If legal proceedings are commenced to resolve a dispute arising out of, or relating to, this 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.
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 Agreement by Client.
Client agrees to pay RDD USD $49.99 on a monthly basis or USD $145 on a quarterly basis. The term selected in the order form at sign-up is the chosen term.
Terms of Payment: For all services under this Subscription Agreement, Client shall compensate RDD in cash, US dollars. Client agrees to automatic monthly or quarterly 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.
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 $125/hour and is not subject to the costs, estimates, and caps indicated above.
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.
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.
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.