TERMS OF AGREEMENT
THIS AGREEMENT is effective as of the date of the order form completion and payment to Red Moxie Media, Inc. (hereafter called RMM), with mailing address of 8086 S. Yale Ave. Suite 307, Tulsa, OK 74136 and church or company (hereafter called the Client), located at the address shown on completed order form. Client agrees to all the terms and conditions of this agreement upon completion of the order form and making of the initial upfront payment to RMM (Section 1).
(A) WHEREAS, RMM is the provider and developer of the branding, graphic, custom website solutions (the “Website”),
(B) WHEREAS, RMM agree to provide to Client the following services during the terms of this contract for the following three plans:
Base Plan -$125/month
Responsive Website Design
Custom CMS -Content Management System for Website
Church updates the site through the CMS
Custom updates provided a al carte pricing
Growth Plan -$197/month
Responsive Website Design
Red Moxie Media updates the site monthly* (limits apply)
Monthly updates of calendars, events, photos, videos, text.
Max Growth Plan -$497/month
Responsive Website Design
Red Moxie Media updates the site weekly* (limits apply)
Monthly updates of calendars, events, photos, videos, text.
On-going SEO strategy
Annual church brand audit and reach evaluation
Annual church growth strategies session
*Limits that apply to website updates according to your plan. Base Plan is a la carte hourly pricing or project-based pricing. Growth Plan includes up to 1 hour of monthly updates. Max Growth Plan includes up to 1 hour of weekly updates. Hours do not rollover into the next week or month according to the plan. Updates do not include a new site or a major site redesign. Special coding is providing via a al carte or project-based billing. Base plans will be provided a CMS (Content Management System) for client to update the site.
NOW, THEREFORE, the Client and RMM hereby agree:
This Agreement shall commence on the effective date hereof, and accompanied with the one-time, upfront credit card or debit payment of $2,997. Maintenance and monthly service plan (Base, Growth or Max Growth) fees will begin and be charged 30 days after initial payment. Agreement shall continue in effect until this Agreement or portions hereof are terminated as provided in Section 7.
RMM will provide the development of Client brand, Websites and Design Services as described in Section (B) and 2 of this Agreement.
RMM will provide Website maintenance and support services as described in Section (B) and 3 of this Agreement, commencing on the date of the website going live and continuing on a monthly basis and thereafter until this Agreement is terminated as provided below in Section 7.
2 Design and Development Services.
RMM will provide the following services as part of this website licensing agreement:
(a) Development services. RMM shall design new brand for the Client and provide the development and design of a Website (Section B) up to 8 pages, and support as outlined in the maintenance in Section (3). 1st Draft of website includes a total 1 round of changes per each web page for Section (B) are included. Additional web page design or changes will be billed according to hourly rate in Section (4).
(b) Website enhancement and maintenance. RMM will maintain the Website and update the Website as described in Section B and (3) of this Agreement. Client is responsible for providing assets to design Website from written text to images displayed. Assets must be provided from Client with clear directions for each Website page and include images, videos, text that is cut and paste ready with titles and paragraphs. Videos must be uploaded to Vimeo or YouTube and links provided.
(c) Client is responsible for editing and spelling corrections of content. Client assets sent by email or work order on RMM website online are considered Website ready.
(d) Design services. RMM shall provide branding services for the client. 2 rounds of changes per each brand (logo) design for Section 2 (a) are included. Additional brand designs or changes will be billed according to hourly rate in Section 4.
(e) Online Payments. RMM shall provide integration with Stripe or a Client provides embedded code for payments or donations on the Website. Additional RMM coding or custom work for payments or donations will be billed according to hourly rate in Section 4 (g).
(f) Website Development and Hosting. RMM will design, build, and host the Website through a third-party hosting platform or servers as chosen by RMM.
(g) Deadlines, Work orders, and Approvals.
1) Deadlines and timelines for the Project will be determined by RMM Project Manager.
2) Work Order and Change Order (online work submission at Red Moxie Media website portal) from Client to RMM for a design or web page is considered required for work or change submissions.
3) An email approval of a design or web page is considered as a sign off and a round of changes.
4) Assets such as images or large files can be transferred to RMM through Google Drive or Dropbox by uploading to provided shared folder.
3 Maintenance and Support Services.
RMM shall provide the following optional services until terminated as described in Section 7:
(a) Telephone and Email Support. Regular support hours are Monday through Friday, 9:00am to 5:00pm CST, at 405-233-3800. After-hours support is available by email as specified by project manager.
(b) Client and Maintenance Utilization. RMM will provide the Client with a work order form online at RMM website or third-party platform for updates for the website under maintenance.
(c) Client website work orders. If graphics and designs created by RMM professional team for Website are requested for print or other Client purposes, a $150 per file request will be applied. RMM will provide high resolution print graphics for $150 print usage fee in a vector, pdf, or jpg file which can be downloaded via Google Drive or Dropbox.
(d) Client maintenance billable time includes updates, work order requests, and support time whether on the phone, email, or messaging service. Any billable time beyond what is agreed upon in Section (B) is billed at the RMM agency rate of $125 per hour unless a fixed price is established in writing for the project or service.
(e) Work Timeframes. Once the Website is live, work orders will be completed no later than 2 weeks of the receipt of a work order received digitally in the RMM website portal unless otherwise agreed upon.
(f) Rush orders for changes requested immediately are charged at double the RMM agency hourly rate in Section 3 (d) and 4 (h). Immediate change request from a client for work order errors or omissions by RMM staff on the Website are at no additional cost to the Client.
(g) Work Orders and maintenance do not include a total brand-new Website design and layout. We can transform existing pages and styles, but a new website design is additional fees. Pages and content on Website can be changed according to the approved style and navigation layout when the Website goes live. The style and layout of the initial Website when live is the ongoing style and navigational layout.
4 Licensing and Fees
(a) RMM grants to the Client the perpetual right and license to use the Website for online use worldwide. The perpetual right and license to use the Website shall extend to the current version of the Website and any future versions of it made publicly available.
(b) The Website is “online” and will remain live via the internet as long as this Agreement remains in force.
(c) The Client will pay RMM a monthly maintenance fee Section (B) via credit card or auto debit. The Client shall be billed 30 calendar days after upfront payment and every 30 days thereafter.
(d) Should the Client request or incur additional fees besides those mentioned above for either separate than agreement services or additional services, these fees shall also be paid by the Client via auto debit or credit card following the same billing cycle as above.
(e) RMM reserves the right to determine when requests fall outside the scope of “normal” maintenance and support for the Website and shall bill to the Client accordingly.
(f) Agreement is based on the hosting of one domain name.
(g) Monthly maintenance fee billing shall commence 30 calendar days from the effective date of this contract.
(h) RMM agency standard billing rate is $125 per hour.
(i) RMM reserves the right to increase rates and fees at any time after client notification.
5. Copyright and User Management.
At our reduced CI rates in this contract, Client understands the rights are shared on the content created by RMM for the Client. RMM has the right to use all content at its discretion. For example: RMM can use the content on its site as a reference to our work.
Client is responsible to pay for all copyright and royalty rights to any video, image, or music provided to RMM for content creation. Client agrees that RMM is not responsible for legal or financial liabilities that arise from any video, image, or music provided to RMM for any project for Client.
During the term of this Agreement and any subsequent extension, and for a period of three years thereafter, neither party will disclose confidential information to others without the prior written consent of the other, unless that information (i) can be shown by contemporaneous documentation to have been in possession prior to the disclosure; (ii) at the time of the disclosure is, or thereafter becomes part of the public domain; or (iii) is furnished by a third party after the time of the disclosure without the breach of any duty.
This Agreement is limited in respect to the services described above in that:
(a) RMM shall not be responsible for the loss of data for any reason;
(b) RMM shall not be responsible for the accuracy of the data the Website employs or provides;
(c) RMM shall not be responsible for the operation of hardware, networking, third-party software or peripheral devices;
(d) RMM shall not be responsible for financial payments or arrangements made from public to Client based in whole or in part on information the Website provided or failed to provide;
(e) RMM shall not be responsible for liability arising from the use of the Website, its function, guidance, data, availability or lack thereof;
(f) The Client assumes the responsibility to assure its use of the Website is in accordance with state and federal law and government regulation of all types;
(g) RMM shall not be responsible for delay or denial of payment for services that arise from the use of the Website;
(h) Direct access to the data for the purposes of querying, exporting, etc. from any party other than RMM personnel or parties duly authorized by RMM shall void any warranty and/or responsibility, expressed or implied, of RMM to support the Client. Support issues that arise, in the opinion of RMM, as a result of unauthorized access shall result in the Client being billed for additional services.
(i) RMM reserves the right to invoice the Client for support that is a result of data loss for website issues or corruption caused by the actions of employees or agents of the Client.
7. Survival and Termination
(a) Client has a one-time termination option for full refund of the $2,995 down payment plus any paid maintenance fees. If Client, within 14 calendar days of the effective order form and payment date, makes termination notice in writing and shall be deemed to have been duly given according to Section (10c). The termination notice must include client information, effective date of order form and payment, termination request, and signature of authorized personnel.
(b) The Maintenance and Support section of this Agreement (Section 3) is on a month to month basis and may be terminated by either party upon thirty (30) day written notice (Section 10 c) to the other party after the completion of the term of the agreement (Section 1) from the agreement effective maintenance start date (Section 4).
(c) RMM reserves the right to suspend live website or cancel support if the Client becomes delinquent in the payment (auto debit or credit card denied) of open accounts with RMM and such payments are not remedied within 30 days after written notice from RMM. If this Agreement is terminated early for reasons other than a breach of this Agreement, any unpaid balance shall be due within 30 calendar days.
(d) Either party may terminate this Agreement for cause upon thirty (30) days prior written notice to the other party if the other party breaches or is in default of any of its material obligation under this Agreement and such party fails to cure the breach within such thirty (30) day period.
(e) The terms and obligations of Sections 4a, 5, 6, 7, 9 and 10 of this Agreement shall survive and remain in full force and effect after expiration or any termination of this Agreement, regardless of the cause of such termination.
(f) Website developed and designed by RMM shall not be online after the termination of this Agreement unless other terms or arrangements have been made.
(g) If agreement is terminated for reasons stated in Sections 7 b, c, d, or thereafter Client owns logos, brands, graphic designs, text, images, and videos created for Website. Upon Client request, RMM will provide all content such as graphic designs, images, text, logos, and videos used to create Website for Client on Dropbox or Google Drive at an hourly agency billing rate to prepare files. Client will receive written estimate total of hourly time required to complete task and make payment to RMM prior to RMM preparing content files. Client will not receive content until payment is made in full and RMM will return any over charge payments to Client.
(a) Non-Infringement. RMM warrants that it owns or controls the Website, that it has the authority to license the Website and that The Client’s use of the Website in accordance with the terms of this Agreement will not infringe the intellectual property rights of any third party.
(b) Client owns the domain and any additional domains provided for RMM services and will point DNS servers to RMM Website for the term of this agreement.
(c) Legal Compliance. RMM warrants that the Website is and will be in compliance with all applicable laws and regulations related to the Website’s intended use for a non-profit organization.
(a) The Client will indemnify and hold RMM harmless against any action brought against RMM that is based upon the action or decision of the Client or an employee, partner, representative, agent or shareholder of the Client.
(b) RMM shall have no liability regarding any claim arising out of: (i) use of information provided on the website and content created for Client; (ii) financial loss or data breach from website; (iii) copyright infringement claim from Client on Website and content created for Client; or (d) use of third party software. THE FOREGOING STATES RMM’S ENTIRE LIABILITY AND THE CLIENT’S EXCLUSIVE REMEDY FOR LOSS OR CLAIMS OF INFRINGEMENT OF ANY COPYRIGHT, PATENT AND OTHER PROPRIETARY RIGHTS WITH RESPECT TO THE WEBSITE AND CONTENT CREATED BY RMM FOR CLIENT.
10. site content
License. Subject to these Terms, Red Moxie Media grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Site solely for your own personal, non-commercial use. Unauthorized access to or use of the Site or the Content is a breach of these Terms and may be a violation of law.
Site Content. Unless specifically permitted herein, no information, materials, files, videos, or other content (collectively “Content”) comprising, contained in or distributed through the Site may be reproduced in any form or used by you without the prior written consent of Red Moxie Media. The Site and the Content found therein are the property of Red Moxie Media, its licensees and/or licensors. The Site and the Content are protected by copyright laws and international treaty provisions. You acknowledge that Red Moxie Media or its clients, business partners, licensees or licensors (as applicable) own and shall retain the exclusive right, title and ownership in and to all copyrights, trade secrets, trademarks and other intellectual property and proprietary rights in the Site and all Content. You agree not to use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor or copy any part of the Site or any of the Content. You agree not to copy, modify, rent, lease, loan, sell, assign, distribute, reverse engineer, disassemble, decompile, attempt to obtain the source code of, grant a security interest in, publicly perform, publicly display, transfer or exploit the Site, the Content, any technology or software relating thereto, or any portion of any of the foregoing. All copyright, trademark, or other proprietary notices on the Site or any Content must be retained and displayed at all times.
As part of the registration or account creation process, You will create or receive personally identifying login credentials. Certain personally identifying information, such as email address, phone number, billing address and even payment information (as may be applicable to particular Services which may be offered for sale via this Website), may also be required. Such registration information must be accurate and current.
The benefits, rights, and obligations afforded under these Terms are personal to You. You agree not to assign, sublicense, transfer, pledge, sell, lease, rent, lend, or otherwise dispose of the Services and materials (including, but not limited to, audio and/or visual presentations, documentation, software, printed or digital materials, and other elements characterizing Our Services, also known as the “Content”) on this Website, or any part of such Content, or share your rights under these Terms to and with others.
You agree that You will not provide false information to Us in generating Your account. Specifically, You agree that you will not
(i) select or use the login credentials of another person or company with the intent to impersonate that person or company; or
(ii) use login credentials in which another person or company has rights without such person’s or company’s authorization.
Failure to comply with the foregoing shall constitute a breach of these Terms, which may result in immediate suspense or termination of your account.
Only authorized users, who have duly attained access to the Content by personally agreeing to these Terms are permitted participation in and use of the Services, Content, and related materials. Except as expressly authorized by these Terms. You shall not provide or make available any Content, or any license key to any third party, or use the Content, or any license key, to teach any third party any portion of the Services or for any purpose other than exercising rights expressly granted to you by these Terms.
You are responsible for maintaining the confidentiality of Your login credentials. We reserve the right to terminate or suspend Your access to the Services if You share Your credentials or transfer such credentials to another party.
You are responsible for all usage or activity on your account on this Website and related Social Media, including use of the account by any third party authorized by you to use your login credentials.
12. REFUND policy
Unless otherwise stated in writing with respect to particular Services offered for sale via this Website, RED MOXIE MEDIA abides by a strict, 14 day refund policy from the first payment for services including all fees paid at that time. If Client, within 14 calendar days of the effective order form and initial payment date, makes termination notice in writing and shall be deemed to have been duly given according to Section (16c). The termination notice must include client information, effective date of order form and payment, termination request, and signature of authorized personnel.
By accepting these Terms, You agree and understand that you are foregoing the right to claim any refund of fees paid for access and use of the Services offered via this Website after 14 days of first payment and first time using Red Moxie Media services. All services and charges or debits thereafter will have no refund available unless otherwise stated in writing from Red Moxie Media.
13. NO WARRANTIES
By accepting these Terms, You agree and understand that We provides website, design, social and digital marketing services and guarantee no specific results. You acknowledge that We make no promise or representation that You will have a certain amount of church visitors, or any increase financially, or that you will not lose money, as a result of using these Services.
Any results on this Website or our related Social Media are based on actual individual results of our clients and/or estimates as may be stated. There is no guarantee that you will make these levels for yourself. As with any ministry or business, Your results will vary and will be based on your personal abilities, experience, knowledge, capabilities, level of desire, and an infinite number of variables beyond Our control, including some variables that neither We nor You may have anticipated. There are no guarantees concerning the level of success You may experience. Each person’s results will vary.
There are unknown risks in any business or nonprofit organization, particularly with the Internet where advances and changes can happen quickly. The use of our information, products and services should be based on your own due diligence and YOU AGREE THAT WE ARE NOT LIABLE FOR YOUR SUCCESS OR FAILURE.
In accepting these Terms, You acknowledge that You take full responsibility for your own success.
In no event will We be liable to You or any party related to You for any damage, including damages for loss of business profits or other pecuniary loss, whether under a theory of contract, warranty, tort (including negligence) products liability or otherwise, even if We have been advised of the possibility of such damages. As such THE SERVICES, CONTENT AND ALL DOWNLOADABLE SOFTWARE ARE DISTRIBUTED AS AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILTY OR FITNESS FOR A PARTICULAR PURPOSE.
YOU HEREBY ACKNOWLEDGE THAT USE OF THE SERVICES IS AT YOUR OWN RISK.
You agree to defend, indemnify and hold harmless Red Moxie Media, its affiliates, licensees, vendors, partners, identified Site sponsors, and each of their respective directors, officers, members, managers, employees, agents and representatives from and against any and all claims, actions, losses, damages, liabilities, judgments, settlements, costs and expenses (including, but not limited to, reasonable attorneys’ fees and court costs) arising out of or relating to (a) your breach of these Terms or any applicable laws or regulations, (b) your access to or use of the Site and/or the Content, (c) your violation, breach or misappropriation of a third party’s copyright, patent, trademark, trade secret, right of privacy, right of publicity, or other intellectual property, proprietary or other right, (d) your tortious acts including, without limitation, defamation, and/or (e) any claims you may raise against third parties relating to third party products or services. We reserve the right to assume, at our expense, the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of such claims. If we assume such defense, we will be responsible solely for our legal fees in connection with such defense and all other losses, damages, liabilities, judgments, settlements, costs and expenses shall be your sole responsibility.
Limitations herein described shall be applied to the greatest extent enforceable under applicable law.
14. CONSENT TO USE INFORMATION
By accepting these Terms, you agree that We may collect, use and disclose your identifying information obtained as a result of Your membership, for the following purposes:
(i) the processing of this membership application; and
(ii) the administration of the membership with our organization.
Additionally when You communicate with Us, send Us information, or provide Content to Us, You grant Us a non-exclusive, worldwide, perpetual, royalty-free right to exercise all copyright and publicity rights that You have in such Content, in any manner whatsoever, in any media now known or which may be created in the future, as relates to this Website, the Services, and related Social Media.
15. INTELLECTUAL PROPERTY STATEMENT
The contents of the Services, including the Website, Content, and other materials made available via related Social Media, are protected by United States copyright, trademark and other intellectual property laws and international treaties and owned or controlled by Red Moxie Media, or the party credited as the provider of the Content. You agree to abide by all additional copyright notices, information, or restrictions contained in any Content accessed through the Services.
By accepting these Terms, You further acknowledge and agree that We and Our third party licensors own and shall continue to own all right, title, and interest in and to the Content and other elements of Our Services, including associated intellectual property rights under copyright, trade secret, patent, or trademark laws.
Except for any limited, revocable license expressly granted to you herein, these Terms do not grant you any ownership or other right or interest in or to the Content and/or other elements of the Services, or any other intellectual property rights of Ours, whether by implication, estoppel, or otherwise. Any and all trademarks or service marks that We use in connection with the Services are marks owned by Us. These Terms do not grant you any right, license, or interest in such marks, and you shall not assert any right, license, or interest in such marks or any words or designs that are confusingly similar to such marks.
You may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except where expressly permitted for the storage of downloadable material), create new works from, distribute, perform, display, or in any way exploit, any of the Content or the Services (including software) in whole or in part.
These Terms may not be modified or amended orally, impliedly, or in any manner not set forth in a duly executed writing or otherwise permitted by these Terms.
We reserve the right to modify, terminate, or otherwise amend Services available via this Website and related Social Media accounts. We may, in the future, offer new and/or different services and/or features through its Website and associated Social Media accounts. Such new features and/or services shall be subject to these Terms.
Our failure to enforce any rights granted by these Terms or to take action against any other party in the event of any breach shall not be deemed a waiver by Us as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
(a) Governing Law. This Agreement will be governed by and interpreted in accordance with the laws of the State of Oklahoma, excluding its conflicts of law principles.
(b) Entire Agreement. This Agreement is the entire agreement of the parties relating to the subject matter hereof, and supersedes all prior and contemporaneous negotiations, correspondence, understandings, and agreements of the parties relating to the subject matter hereof. It may be amended only by an agreement in writing, signed by both parties.
(c) Notices. Any notice required or permitted hereunder shall be in writing and shall be deemed to have been duly given (i) upon hand delivery, (ii) on the third day following delivery to the U.S. Postal Service as certified mail, return receipt requested and postage prepaid, (iii) on the first day following delivery to a recognized overnight courier service, fee prepaid and return receipt or other confirmation of delivery requested, (iv) upon confirmation of receipt by the party to receive such notice, of a fax sent to the fax number of such party, or (v) upon confirmation of receipt by the party to receive such notice, of an e-mail sent to the e-mail address of such party. Any such notice shall be delivered or sent to a party at its address, fax number or e-mail address as set forth beneath its signature on this Agreement, or to such other address or fax number as may be designated by a party in a notice given to the other from time to time in accordance with the terms of this paragraph.
Should any part of these Terms be declared void or unenforceable, that term shall be severed from these Terms and such declaration shall have no effect on the enforceability of the remaining terms.