Web Design & Development
Real Brand Marketing (also known as ‘RBM’) is an Independent Contractor for the design and development of websites as described herein and/or by additional written proposal. RBM will perform their services to the best of their ability, within the project scope as provided. RBM may use employees, third-party services, and / or consultants to complete the project as prescribed, and will oversee all work to confirm the standard of acceptance and completeness.
The basis for design and service fees is $75.00 per hour, plus project components and costs, and completion within stated number of working days, or other schedule as provided in writing to the Client. A General Description and Scope of Work will be provided to generally define the project. Any work requested outside of the original scope or description of work will be considered additional and charged as a separate project and/or change order.
Conditions of Service:
By requesting RBM web design services the Client verifies to have read and agreed to the following conditions, and understands the Project Scope and Limitations of the Project, along with their responsibilities, prior to commencement. Completion of the work will require the Client’s input and/or content, and the Client agrees to provide such on a timely basis so as not to slow, delay, or halt the project. If the project is delayed or halted due to the Client’s inaction, the amount due for the work completed to date shall become due and payable immediately, and additional fees will be required to finish the website.
Information to be provided by the Client:
The Client shall furnish to RBM in writing, all information that is required to produce the completed work, including but not limited to: written and /or edited copy, content and layout requirements, logos, artwork, clips, images or photos to be considered; printing and file requirements, number of pages, type of layout, theme, fonts, design examples, existing websites, sections and features of previous work, etc. The content information will be provided to RBM no later than 24 hours after the request.
The Client will supply the content and written copy (text) in its’ completed, final version for the work. RBM shall reserve the right to edit the copy for accuracy, grammar, acceptability and fit. The Client will be responsible for all copy and content, and responsible for proof-reading, verifying, validating and correcting all information prior to publishing, or uploading to a website. Costs for additional consultation and revisions shall be paid by the Client.
Domain & Hosting Services:
The Client authorizes Real Brand Marketing to procure and access on their behalf, a standard registered (available) Domain Name as selected by the parties, and internet hosting services to be paid by the Client. The Client shall place a valid credit card on account with the internet host for payment of their domain name(s), hosting services, email services, and any other services, including annual renewals.
The Client authorizes RBM as an administrator of the hosting service for the purpose of troubleshooting, obtaining support, correcting errors, and requesting updates.
Note: RBM has no access to the Client’s credit card or payment account information.
Real Brand Marketing will install and develop one WordPress (or other CMS) Theme as selected by the Client, or as chosen by the RBM to be suitable for the project. RBM will design, develop and/or customize the Theme; and install and configure the selected applications and plugins, to fit within the Client’s general project description, and within the provided scheduled timeline.* Websites may also be provided with SEO and Security Monitoring application plugins.
6 months of original Theme developer support will be provided, starting from the purchase date of the Theme. Additional support may be purchased by the Client, along with the hourly fees for additional customization or revision work beyond the original site build.
Real Estate IDX Plugins require an MLS subscription for the feed, and monthly fee for the IDX service, to be paid and maintained by the Client.
Other plugins and subscription applications are to be paid by the Client.
The Client may provide artwork and images for the work within the following standards:
Images for Web Work must be a minimum of 72 dpi (150dpi for hi-resolution) and of the correct size.
Digital photos must be clear quality, hi-resolution, 600 x 400 minimum size; 300 dpi minimum, and thumb-nails must meet standards for use. Hi-resolution images must be twice (2x) the standard size.
RBM may provide a limited number of purchased graphics for the project at their sole discretion. All images are purchased as single-license for the finished work provided and are not transferable to the Client for additional use. Purchased single-license graphics may be additional to the project fee and billed at cost.
The Client represents and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Real Brand Marketing for inclusion in the Clients’ project are owned by the Client, or that the Client has permission, rights, and/or license from the rightful owner to use each element.
The Client will hold harmless, protect and defend the Real Brand Marketing, its owners, employees, sub-contractors, and consultants from any claim or suit arising from the use of any elements furnished by the Client. Any legal fees, Attorney’s fees or other fees arising from such claim shall be paid by the Client.
Digital photography is additional (optional service) to the design fees and billed separately. All Digital photography fees are based on required time for set-up and preparation, number of items, location and travel fees, rentals, props, model costs, shoot time, photo adjustments and cataloging. Rights and photo files may be purchased at additional cost. A written estimate of photography fees will be provided prior to commencement, and as an amendment to design services.
Requests for changes, edits, revisions, concepts, or additions to the work outside of the original project description and scope, or after project commencement or completion, will be billed at the standard hourly rate, or assessed as a new project and provided with a fee estimate prior to commencement of any additional work. Additional work may incur an additional deposit. Printing is additional to all design services.
Additional Consultation(s) and travel fees are paid by the Client. Vehicle Travel fees are charged $2.50 / mile outside of the Sacramento County area. All incurred out-of-area expenses, such as room and board, meals, entrance fees, and travel expenses, are to be paid or reimbursed by the Client. Reimbursements shall be made in full no later than 30 days after date of such expenditures. Failure to make such reimbursements within 30 days, the total amount shall accrue interest in the amount of 22% annually until payment is made in full.
A web application or completed website is to be installed on the Client’s web hosting account on a web server. The Client hereby authorizes RBM the right to access this account, and to provide RBM with “write permission” for the Client’s webpage directory, cgi-bin directory, and any other directories or programs which need to be accessed for this project. Web hosts must be a Linux / Unix system server for standard CGI software.
From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The Client agrees that they are solely responsible for complying with such laws, taxes and tariffs, and will hold harmless, protect, and defend RBM, its’ owners, employees, consultants, and sub-contractors, from any claim, suit, penalty, tax or tariff arising from the Client’s exercise of Internet electronic commerce.
RBM develops and utilizes WooCommerce and other applicable integrated CMS cart systems. Each project is limited by the software application(s) and cart integration used. Additional plugins and applications that integrate with WooCommerce and other CMS systems may be purchased and installed to meet with the Client’s project requirements. Payment, subscription and maintenance fees for these applications and plugins are to be paid by the Client.
RBM does not guarantee the perfect operation or integration of third-party plugins or applications, that they will work as described or desired by the Client. RBM and Client must rely on the written description(s) as provided by the developers of such applications and plugins, and additional different applications may be necessary for the obtaining the features and functions as required by the project. The Client shall bear all costs for the purchase, installation, configuration, and maintenance fees required.
Content Management System (CMS):
RBM uses the client-enabled WordPress content management system (CMS) database platform to allow for web theme builds, content additions, edits, future upgrades and application updates. RBM is not responsible, nor liable for the Clients’ ability to learn, master, use, apply, or remember the CMS system. RBM provides limited (1 hour) free remote (by phone, email, internet) support within the first 30 days of publishing the completed website. Customer support after that time will be billed by the hour at the stated standard hourly fee of $75/hour.
All purchased WordPress or other CMS Themes are procured and licensed to Real Brand Marketing and necessary for the building, repair, and updating of the site. Theme support from the original developer is limited to the first 6 months after purchase. Further support will be paid by the Client if required. The Client, or any assigned third-party, under no circumstances, without notice or written agreement and payment for services rendered in full, shall remove RBM’s administrative access to the website. RBM is in no way liable for the failure of the Theme to work as provided and described.
RBM shall retain rights to the original theme license, and maintain updates to the Client’s website as long as: 1) the Client maintains the paid subscription to maintenance services as per the maintenance Service Terms; 2) and as long as the updates by the original theme developer are provided. Under these terms the Themes will be maintained for a minimum of twelve months from date of Theme purchase, and Client will be notified of the theme expiration (when and if any). The site theme and license is not transferable to any service or person outside of RBM.
RBM is in no way liable for the working, repair, content, maintenance, updates or back-ups of the website after project completion unless as specifically provided by the maintenance service subscription and payment for such service. RBM shall not be liable for Client’s own attempts to provide or apply such services on their own, nor for any third-party, including hosting providers. Site corrections, fixes or re-builds will be billed at the stated hourly fee plus hard costs.
If the Client cancels Web Maintenance Services no additional updates to the website or theme will be made, and the Client accepts all responsibility for any site failure that may occur, including hacking from outside sources.
Web Maintenance & Update Services:
Web Maintenance services are necessary for the continuous functionality and longevity of the site, and is required for retaining RBM’s ongoing support. Maintenance Services include and are strictly limited to: updates and security patches for WordPress, the theme, applications and plug-ins originally installed by RBM, in real time as they become available.
Monthly maintenance, back-ups, updates, and minor repairs, web browser compatibility fixes, security patches, and 24/7 security monitoring, are provided at a monthly fee, due prior to the service period. Maintenance Services do not include revisions to the content of site, SEO services, or site fixes due to Client or third-party interactions, browsers or the hosting service provider. See Maintenance Services.
The security application may secure against most illegal attempts and IP blocking from login access. Security monitoring applications do not promise that websites are completely secure from outside access or sophisticated, brute-force hacking attempts, but may provide notice should such an action occur. Clients are encouraged to added level site security from their respective site Hosting service.
Monthly Maintenance services are invoiced at the beginning of the service period and are due upon receipt, and no-later than 7 days after. Any disruption or non-payment of services over a 30 day period may cause the cancellation of further maintenance, updates and back-up services. RBM shall not be liable for any service disruption, broken, downed, or missing sites, nor for any perceived or real damages, or loss of business or income due to the Client’s refusal, inability, or forgetfulness to pay for maintenance services in a timely manner.
Maintenance Service fees are based on the type of website, and subject to change. The Client will be billed for the paid renewals or subscription fees for any web applications, extensions, or ‘plug-ins’ required for the proper function, plus any additional support services and /or developer fees necessary for the upkeep and maintenance of the Client’s website as designed. See Maintenance Services.
Liability & Disclaimers:
RBM is in no way responsible nor liable for maintaining the Client’s domain and hosting account, or any other services procured on the Client’s behalf. Failure by the Client to provide payment for domain and hosting renewals may cause the site to go offline, and the temporary or permanent loss of domain name(s) and website. RBM shall not be liable for any Client action or in-action which causes the site to fail in any way, including failure to provide payment for domains, hosting or renewal services, application fees, or support services, or for failure to provide site content.
RBM is in no way liable for the Theme as selected by the Client, to work exactly as described or as the Client would like. Theme limitations are solely the responsibility and under the control of the individual theme developers. RBM has no liability in connection of the WordPress application, themes, plugins, extensions, and add-ons.
Maintenance, Updates, and Security Monitoring services in No way imply that the website is secure, error-free, and will not be out-of-service for any amount of time. Security monitoring applications may only provide information that a breach may have occurred. The Client is encouraged to request additional security from their site hosting service for added protection against illegal access and hacking attempts. All costs in connection with restoring a site are to be paid by the Client.
Additional Representations, Warranties and Covenants
Client represents, warrants, and covenants that (a) Client has the power and authority to enter into this Agreement; (b) Client is at least eighteen (18) years of age; and, (c) Client will only access and use the Client Sites in accordance with this Agreement. Client further agrees that it is and will at all times be, in full compliance with all applicable laws, regulations, rules and ordinances regarding its business, the creation, use and maintenance of the Client Sites, including without limitation applicable data protection laws and export control laws, and otherwise as related to this Agreement and Client’s performance hereunder.
Proprietary Rights to Client Content
Real Brand Marketing does not claim ownership of the Client Content that Client provides to RBM and/or that Client places on their site, and RBM acknowledges and agrees that, subject to the terms and conditions of this Agreement, Client will retain any and all applicable copyright and other intellectual property rights with any Client provided content. Notwithstanding the foregoing, Client hereby grants RBM a non-exclusive, worldwide, irrevocable, perpetual, unlimited, assignable, royalty-free, license to (i) copy, host, use, reproduce, modify, prepare derivative works of, improve, distribute, transmit, publish, remove, retain, add to, combine with information provided by third parties, and publicly display the Client Content for the purpose of creating, operating and maintaining the Client’s Sites and (b) in RBM’s promotional and advertising materials for the limited purpose of promoting RBM’s design services. Client also hereby grants RBM the perpetual and irrevocable right to hide or remove any or all of the Client’s Content from viewing, for non-payment of any design, update, upgrade, or maintenance service fees, without any liability of any kind to Client or any other person. No compensation will be paid or due Client with respect to RBM’s use of the materials as licensed in accordance with the foregoing terms. By making use of the Client Site, submitting, posting, uploading, transmitting or otherwise making available any Client Content or by posting messages, uploading files, inputting data, submitting any feedback or suggestions, or engaging in any other form of communication with or through RBM, Client warrants and represents that Client owns or otherwise controls the rights necessary to do so and to grant RBM the license set forth above, and, pursuant to the terms set forth above, Client will defend, indemnify and hold harmless RBM and the other Indemnified Parties from any third party claim related to a breach of any of the foregoing representations and warranties.
RBM Proprietary Rights for Designs, Artwork and other Content
As part of the Design Service, RBM may provide Client access to and use of graphics, photographs, images, document layouts, artwork, text, fonts, software tools, Theme(s), and similar design and graphical content (referred to herein as “Design Content”). Such Design Content may be accessed and used by Client for the sole purpose of creating, operating and maintaining Client’s website. To the extent RBM provides Client access to and use of Design Content, RBM grants Client a non-exclusive, revocable, non-transferable, non-assignable, limited license to use, reproduce, modify, and publish the Design Content for the sole purpose of operating and maintaining the Client’s site during the term of the Client’s Maintenance Service Account. Client acknowledges and agrees that RBM or its licensors own all legal right, title and interest in and to such Design Content, including any intellectual property rights. All rights in such Design Content are reserved worldwide and RBM reserves all rights not expressly granted herein, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in the Design Content. It is strictly prohibited for Client or any other third party to use, modify, retain, copy, distribute, transmit, publish, prepare derivative works of, or use any portion of the Design Content except as expressly allowed in this Agreement. Client, and not RBM, is entirely responsible for its use of Design Content on the Client Site and for its combination with any other information or Client Content. RBM is providing such Design Content to Client only as a convenience, and the inclusion of such content does not imply endorsement by RBM of such content. RBM reserves the right to add to, delete from, modify or remove completely any part of the Design Content at any time without prior notice, but RBM is not responsible for any failure or delay in doing so. Without limiting the generality of the foregoing, upon any termination of Client’s Maintenance Service Account, the foregoing license shall automatically terminate and Client must immediately cease all use of and access to the Design Content.
Client agrees to indemnify, defend and hold RBM and its suppliers, licensors, affiliates, partners, subsidiaries, owners, and employees (collectively, the “Indemnified Parties”) harmless from and against any and all claims and demands, losses, liability, costs and expenses (including, but not limited to, reasonable attorneys’ fees) (collectively, “Liabilities”), incurred by an Indemnified Party arising out of or related to (i) Client’s breach of this Agreement including without limitation Client’s breach of any of its representations and warranties or covenants herein; (ii) the creation, use, or maintenance of Client Sites, including, without limitation, any allegation that any Client Content or other information or content not provided by RBM and contained on Client Sites (including, without limitation, any such Client Content contained in a domain name selected by Client for use with the Client Site) infringes a third person’s copyright, trademark or other proprietary or intellectual property right, or misappropriates a third person’s trade secrets or is unlawful, threatening, abusive, harassing, tortious, defamatory, obscene, harmful, libelous, invasive of another’s privacy, hateful, or racially or ethnically objectionable; (iii) any dispute or litigation between an Indemnified Party and a third party or any other third party claim caused by, arising from or relating to Client’s actions or omissions in relation to this Agreement, any Client Content, the Maintenance Service or the Client Sites, including, without limitation, any domain name disputes involving the domain name selected by Client for use with the Client Site; (iv) Client’s negligence or intentional misconduct; or (v) Client’s business dealings with any of its customers, including, without limitation the provision of any products or services to such customers. These obligations will survive any termination of Client’s Maintenance Service Account or Client’s use of their Hosting Service and Client Sites. To the fullest extent permitted by law, the foregoing indemnity will apply regardless of any fault, negligence, or breach of warranty or contract of Real Brand Marketing and/or its suppliers, licensors, affiliates, partners, subsidiaries, owners, and employees.
DISCLAIMER OF WARRANTIES
CLIENT EXPRESSLY UNDERSTANDS AND AGREES THAT: (A) CLIENT’S USE OF THE WEB SERVICE, INCLUDING, WITHOUT LIMITATION, THE CREATION, USE AND MAINTENANCE OF THE CLIENT’S SITE, IS AT MEMBER’S SOLE RISK. RBM PROVIDES THESE SERVICES, INCLUDING WITHOUT LIMITATION ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE HOSTING SERVICE AND THE CLIENT SITES “AS IS” AND “AS AVAILABLE,” AND WITHOUT ANY WARRANTY, REPRESENTATION OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT; (B) RBM AND ITS SUPPLIERS MAKE NO WARRANTY(i) THAT THE HOSTING SERVICE OR CLIENT SITES WILL MEET CLIENT’S REQUIREMENTS, (ii) THAT THE HOSTING SERVICE OR CLIENT SITES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (iii) REGARDING THE RELIABILITY, ACCURACY, COMPLETENESS, VALIDITY OR TRUTHFULNESS OF ANY INFORMATION, MATERIAL OR OTHER CONTENT OBTAINED THROUGH USE OF THE HOSTING SERVICE OR CLIENT SITES; OR (iv) THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY THE CLIENT THROUGH THE HOSTING SERVICE WILL MEET CLIENT’S EXPECTATIONS; AND (C) ANY INFORMATION, MATERIAL OR OTHER CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE HOSTING SERVICE OR CLIENT SITES, IS DONE AT CLIENT’S OWN DISCRETION AND RISK, AND CLIENT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CLIENT’S OR THIRD PARTIES’ COMPUTER SYSTEMS OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH INFORMATION, MATERIAL OR OTHER CONTENT.
LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR OTHERWISE, IN NO EVENT SHALL RBM AND/OR ITS AFFILIATES, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL, OR ANY OTHER DAMAGES OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF USE, DATA, OR PROFITS (HOWEVER ARISING, INCLUDING NEGLIGENCE) EVEN IF RBM OR ANY OF SUCH PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IN ADDITION, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING OR ANY OTHER PROVISION IN THIS AGREEMENT, IN NO EVENT SHALL RBM AND/OR ITS AFFILIATES, LICENSORS, OR SUPPLIERS BE LIABLE IN ANY RESPECT ARISING OUT OF OR IN CONNECTION WITH (A) THE USE OR INABILITY TO USE THE HOSTING SERVICE OR CLIENT SITES, (B) THE PROVISION OF OR FAILURE TO PROVIDE SERVICES TO CLIENT SITES, (C) ANY CLIENT CONTENT OR OTHER INFORMATION, SOFTWARE, PRODUCTS, SERVICES OR RELATED GRAPHICS OBTAINED OR PROVIDED THROUGH THE HOSTING SERVICE OR CLIENT SITES OR OTHERWISE ARISING OUT OF THE CREATION, USE OR MAINTENANCE OF THE HOSTING SERVICE OR CLIENT SITES, (D) STATEMENTS OR CONDUCT OF MEMBER OR ANY THIRD PARTY ON OR WITH RESPECT TO THE HOSTING SERVICE OR CLIENT SITES, OR (E) ANY DOMAIN NAME DISPUTES ARISING FROM OR RELATING TO A DOMAIN NAME SELECTED BY CLIENT FOR USE WITH THE CLIENT SITE. THE FOREGOING DISCLAIMER OF LIABILITY IS EFFECTIVE WITHOUT REGARD TO THE FORM OF ANY ACTION, INCLUDING, BUT NOT LIMITED TO, CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER THEORY. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO CLIENT. IN NO EVENT SHALL REAL BRAND MARKETING’S AGGREGATE LIABILITY TO CLIENT AND/OR ANY THIRD PARTY ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNT CLIENT ACTUALLY PAYS TO RBM FOR LABOR (ALL HARD COSTS ARE EXCLUDED) UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM AROSE OR FIVE HUNDRED DOLLARS ($500.00), WHICHEVER IS LESS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER RBM NOR ANY OF ITS AFFILIATES, LICENSORS, OR SUPPLIERS IS OR SHALL BE RESPONSIBLE FOR ANY CLIENT CONTENT OR OTHER CLIENT DATA RESIDING ON OR ARISING FROM THE HOSTING SERVICE, ANY CLIENT SITE, OR ANY HARDWARE OF RBM OR ITS SUPPLIERS. IT IS THE CLIENT’S RESPONSIBILITY TO TAKE THE NECESSARY STEPS TO ENSURE THAT CLIENT’S PRIMARY MEANS OF BUSINESS IS MAINTAINED (IF APPLICABLE).
Terms updated: 12/24/2018 © 2018-2019 Real Brand Marketing All rights Reserved.