Terms and Conditions

REDFISH CREATIVE LLC(RFC) MONTHLY MAINTENANCE.

Last updated: 10/16/2013

We are a mid size firm with grass roots and dislike long TOS pages with hidden things in them. If you dont want to read this whole thing here is a nice summary: we are going to do our best to keep you happy because we love what we do.

You may need to upgrade or migrate your server, CMS system, or website to take advantage of everything we have to offer, and that of course will result in additional costs which we will review with you. We provide a service to secure your data, create a working plan for fixing problems, and provide you with a way to maintain and update your website. Feel free to read on and if you see something that you do not understand, find confusing, or perhaps do not want then just call us up and we will do our best to oblige you with a custom agreement!

Thanks for considering our company.

RFC may, at its discretion, make such modifications (including changes in types of coverage) to the RFC MONTHLY MAINTENANCE Services as it deems to be commercially required or desirable from time to time during the term of this Agreement.  RFC shall give Client written notification of any such modifications and Client has the right to terminate this Agreement without incurring any further liability or penalty upon giving RFC thirty (30) days prior written notice if Client does not like the modifications.

LICENSES 

Product License. RFC hereby grants Client, a non-exclusive, non-transferable license, subject to the terms of this Agreement, to use and display RFC Services during the Term, and subject to the terms and conditions, of this Agreement.  Client agrees that all right, title and interest in and to RFC MONTHLY MAINTENANCE Services and RFC Marks, including intellectual property rights, is and shall remain the exclusive property of RFC. Without limiting the foregoing, and except as allowed by this Agreement, Client or Subscribers are not entitled to and shall not make any modifications or changes of any kind to RFC Services or RFC Marks, nor to create any derivative works based upon or relating to RFC Services or RFC Marks, without the prior express written consent of RFC.

TERM 

Terms. The term of this Agreement will be for the period specified in the Purchase Order Agreement.

Maintenance. RFC will use commercially reasonable efforts to correct any malfunctions in RFC Services during the Term, provided that such malfunction is not attributable solely to Client. If RFC determines, in its sole discretion reasonably exercised, that it cannot or will not correct a malfunction to the reasonable satisfaction of Client, Client may terminate this Agreement without incurring any further liability hereunder.

PRICING 

Pricing Client shall pay to RFC the fees set forth in the Purchase Order Agreement.  All amounts in the Purchase Order are stated and payable in U.S. dollars. Any sales or personal property taxes, internet sales or similar taxes, goods and services taxes or value added taxes, use taxes, excise taxes or duties or other similar taxes or charges payable under this Agreement shall be the obligation of Client.

CONFIDENTIALITY 

Requirements.  During the term of this agreement, each party (the "Receiving Party" as the case may be) shall keep confidential, and other than as provided herein shall not use or disclose any trade secrets, confidential or proprietary information, or any other knowledge, information, documents or materials, owned, developed or possessed by the other party (the "Disclosing Party" as the case may be), whether in tangible or intangible form. The confidentiality of which the Receiving Party must take reasonable measures to protect.  Each party shall take any and all lawful measures to prevent the unauthorized use and disclosure of such information. 

LIMITATION OF LIABILITY

Accuracy/Reliability. Client acknowledges that RFC will not be held liable for any indirect, special, or consequential damages suffered or incurred by Client, Subscribers, Users or any third Person arising out of any interruptions or delays in RFC Services. 

Acts of God. Neither party will be liable for any failure to perform any obligation hereunder, or from any delay in the performance of any obligation (including payment obligations), due to causes beyond its control, including industrial disputes of whatever nature, acts of God, public enemy, acts of government, failure of telecommunications or electrical sources, fire or other casualty. RFC offers to repair damaged websites, down servers, and support technical malfunctions attributed to Acts of God within reason but may not in all cases be able to perform such maintenance as per the nature of such events. The stated failure rate for acts of god is 25%. The other 75% of the time RFC has been successful in providing a restoration service.

Limitation of Warranties. This Agreement provides a limited warranty related to fitness for the particular purpose of website transmission online.  Each party acknowledges that it has not relied upon any other warranty, condition, or representation made by the other except as specifically set forth in this Agreement.

Special Damages. Neither RFC, its affiliates nor Partners shall be liable in any way for indirect, incidental, consequential, special or exemplary damages, punitive damages or penalties (even if RFC has been advised of the possibility of such damages or penalties), arising out of this Agreement, including but not limited to, loss of revenue, website down time, loss of anticipated profits or lost business. This limitation of liability applies to any damages or penalties, including without limitation those caused by any failure of performance, error, omission, interruption, delay in operation or transmission, whether for breach of contract, tortious conduct, acts or omissions, negligence, or under any other claim or cause of action. 

Definitions. 

Cleanup. Refers to cleaning malware, spyware, spam, removal from blacklisting, and alert warnings as related to the Clients website. Depending on the severity of the infection or vandalism the process is expected to take 24 to 72 hours based on time of notice.

Included time. Refers to the ammount of time included in a package each month and is a limitation before additional hourly charges will apply.

Discounted hours. Refers to the total ammount of time offered at a discount (if requested) in a package each month and is a limitation before the stated full hourly rate will apply for additional work. This additional time is not included in the package it is requested by you.

Max rollover. Refers to the maximum amount of time at the end of any 3 month cycle that will be allowed to be used without extra charge.

Backups. Refers to archived and compressed files and database files which contain website information and data. Partial backups may include portions of the database, or core template files only and are stored on the server where the website is running, they are done once per month maximum in a backup directory based on availability of space. Full backups include the entire file system as an option as well as the databases and are done monthly. Full remote backups are stored off site on one of the following based on the specifics of the clients needs such as external drive, a remote server, or local storage, these backups can be done daily, weekly, or monthy. All backups are based on available space and may require hosting upgrades, storage space is subject to the terms of your hosting provider.

One site only. Means exactly what it sounds like, each support plan is for one and only one domain expected to run one and only one CMS system. We may make special exceptions for some clients and try to offer you a good deal on multiple sites running on the same server, call us to negotiate such a request so we can make the necessary provisions and construct a plan that works for you.

Demo server. Means we will set up a secure non public testing enviroment that can be password protected or completely offline so its not visible in search engines. This is where we will test everything before we push changes to a live site so you can approve of the changes, see that the update works, and so your visitors have the best experiance possible. During a live push there is always the posibility of malfunction, short downtime, a server restart, or other error and if that happens we make every effort to fix it ASAP.

ASAP. Means our average turn around time is 3 to 12 hours for rush delivery (based on availability, fees apply, call 412.725.7354 for a rush delivery request), 24 to 48 hours on standard requests, 3 to 5 days on discounted project changes within the allotted time, and 7 to 10 days on most other projects.

Full staging server. This is a completely seperate server that is dedicated to major revisons and testing, the variations are limitless and we will work with you to discover the best option if such a large system is needed.

REPRESENTATIONS AND WARRANTIES

Mutual Warranties. Each party represents and warrants to the other as of the date hereof that it has the capacity and authority to enter into the within Agreement and that the said Agreement constitutes a valid and binding Agreement enforceable in accordance with its terms. Further, each party warrants that the execution, delivery and performance of this Agreement does not and will not violate any applicable Law, judgment, injunction, order or decree.

TERMINATION

Grounds for Termination. Either party may terminate this Agreement immediately, without further obligation to the other party in the event of any breach of this Agreement by the other party that is not substantially remedied within thirty (30) days' receipt of notice of such breach in writing

Effect of Expiry or Termination.  Notwithstanding anything contained in this Agreement, any and all rights, title and interest granted to Client under or pursuant to this Agreement shall automatically revert to the respective owner upon the termination of this Agreement and Client shall discontinue use of RFC Services.

GENERAL

Similar Agreements. Nothing will be deemed to limit or restrict RFC from entering into agreements with any other Person including agreements with other Persons to provide or offer similar services.

Entire Agreement. This Agreement and any and all addenda, schedules or exhibits attached hereto represent the entire agreement of the parties regarding the subject matter hereof. There are no other oral or written collateral representations, agreements, or understandings regarding the subject matter hereof.

Law. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania  without regard to its conflicts of laws principles. The parties hereby consent to the exclusive jurisdiction of the courts of the Commonwealth of Pennsylvania , for the purpose of any action or proceeding brought by either of them in connection with this Agreement.

Notices. All notices, requests and other communications to any party hereunder will be in writing and will be given to such party at its address set forth in the Purchase Order Agreement or at such other address  as such party may hereafter specify for such purposes.

Payments 

All payments are handled through Paypal.

If you prefer to sign up by phone, you may want to have this agreement available for reference when talking to the RFC representative. Please verify that all information provided to RFC is complete and accurate before confirming your agreement.

Frequency of Payments.  An automatic recurring payment in the amount totalling the plan ordered electronically, in writing or as described to you by the RFC representative will be made every month ("Monthly Payment") for renewal of your enrollment on a recurring basis. You will receive a post-payment confirmation email following all automatic recurring payments. You will not receive any advance notice of this payment but you will receive post-payment confirmation by email.

Automatic Recurring Payment Failure.  If your automatic recurring payment is declined, you will be contacted by phone or email. REMEMBER: If your Automatic Recurring Payment fails, and we cannont contact you, you will need to provide RFC with another payment method.

Cancellation of Automatic Recurring Payment.  You have the right to withdraw your consent to this Automatic Recurring Payment at any time. To cancel your Automatic Recurring Payment, call Customer Service or Contact Us on our website. Your request to cancel your Automatic Recurring Payment may take up to 48 hours to take effect.

You may use the button below to cancel

Reestablishing Automatic Recurring Payment.  If you wish to re-establish your Automatic Recurring Payment, call Customer Service.

Electronic Authorization.  This Agreement is not transferable and must be agreed to by the person authorized on the client account, by calling an RFC representative and following the telephone authorization process, or by checkout through paypal "You Agree To The Terms Of Service" when you enroll in the RFC Monthly Maintenance Program.

AGREEING TO THESE CONDITIONS.  By providing my credit, or debit card or bank account information ("Payment Method"), I AGREE that I have read and understand this Automatic Recurring Payment Agreement. In addition, I authorize RFC to charge the full amount required by my selected package (once a month) to the specified Payment Method; and I authorize the financial institution for the Payment Method, specified above to charge or debit my account and remit payment for my enrollment. This authority will remain in effect until I give notification, as required under this Agreement, to terminate this authorization.

Refunds.  We offer to prorate services based on a 30 day term. Past 30 days there are no refunds as you have the right to log into paypal and cancel at any time. If you cancel or request a refund:

Our promise.  All members of RFC agree not to post any illegal, defamatory or pornographic content on your site or make any changes which are not required to keep the site in good working order. We never supply your password information to any party other than appropriate such as the hosting company tech support department and in some cases to verify site ownership with webmaster accounts, blacklist comapnies (for the purpose of removing you from the list) and to access security systems/scripts as to clean up spam and malware. When we change a password we will notify you within 24 hours or less.