Generose Corporation dba RisingLine Terms and Conditions of
Service
We've learned that success in any project is largely determined by the expectations established by both parties beforehand. The agreement that follows is an opportunity we have to make clear our mutual expectations to ensure success.
As legal documents tend to be, these terms and conditions may tend to read austere and impersonal. Be assured that we've not attempted to hide any zingers in the fine print. These terms and conditions have been painstakingly developed to be equitable and we've relied heavily upon the industry standard guidelines established by AIGA The Professional Association for Design.
As great as we think they are, it is important that you read, understand and most importantly agree with us that these Terms and Conditions are acceptable. If you have any questions, or if for some reason these terms and conditions would prevent you from doing business with RisingLine, please contact me directly.
Doug Case
Managing Director | RisingLine
email | Office: 208.475.3192 | Cell: 208.949.0720
These are the terms of our agreement together:
Thank you for choosing RisingLine! If you've placed an Order with RisingLine and we've agreed to provide services, you have become our Client. As a Client, you agree with RisingLine to be legally bound by these Terms and Conditions of Service (the "Terms and Conditions"), including those terms and conditions incorporated by reference.
Please read these Terms and Conditions carefully. By placing an Order with RisingLine you are indicating your agreement with these Terms and Conditions of Service and are entering into a binding legal Agreement as set forth below. If you cannot accept these Terms and Conditions, RisingLine cannot provide services to fulfill your Order.
RisingLine may revise these Terms and Conditions at any time by updating this posting. You should visit this web page periodically to review the Terms and Conditions, because they are binding on you.
Highlights
Addendums |
Definitions
- Client: The company or individual requesting the services of RisingLine and responsible for payment to RisingLine for requested services.
- RisingLine: Generose Corporation doing business as (dba) RisingLine, the independent contractor responsible providing the service to fulfill the requirements of the Order.
- Contractor: Generose Corporation doing business as (dba) RisingLine, the independent contractor responsible providing the service to fulfill the requirements of the Order.
- Order: Any request for service made by the Client to RisingLine. Orders include all requests for service placed verbally, electronically or in writing and include requests communicated by telephone, email, fax, mail, courier or in-person. Orders may directly reference estimates, proposals or published service descriptions provided by RisingLine or may be service requests or work descriptions originated by Client.
- Change Order: An addendum or additional service request sent from the Client and referencing a prior Order or current Project.
- Deliverables: The end-product of RisingLine's services as specified in the Order to be delivered by RisingLine to Client, in the form and media specified in the Order.
- Agreement: the entire content of this Terms and Conditions of Service document and the service requests described in the Order.
- Client Assets: All content materials, information, photography, writings, hosting, domain registration, internal approvals, email accounts and other assets or resources in control of Client that are usable towards the preparation of and/or incorporation in the Deliverables.
- Services: All services and the work product to be provided to Client by RisingLine through resources in RisingLine's direct control as described and otherwise further defined in the Order.
- Project: The scope and purpose of RisingLine's services necessary to fulfill the requirements of the Order.
- Third Party Materials: Proprietary third party materials which are incorporated into the Deliverables, including without limitation software, stock photography or illustrations.
Authorization
This agreement is between you (the Client) and Generose Corporation, an Idaho corporation doing business as RisingLine and RisingLineWeb (RisingLine, the Contractor). The Terms and Conditions of this agreement become binding upon both parties when:
- An Order is placed with Risingline AND
- RisingLine agrees to provide the services requested in the Order.
Eligibility Requirements
You must be at least 18 years of age, agree to these Terms and Conditions. By placing an Order with RisingLine, you represent and warrant that you meet these eligibility requirements, that the information you provide is complete and accurate and, if you are registering on behalf of an entity, that you are authorized to bind that entity to these Terms and Conditions. RisingLine may accept or reject your registration at its sole discretion.
Services to be Performed
RisingLine agrees to perform for Client the services as requested in the Order.
Time for Performance
RisingLine will complete the Order within four (4) weeks unless otherwise noted and agreed by both parties.
Change Orders
Client may submit a Change Order by requesting additions or modifications outside the parameters of the original services requested in the Order. RisingLine will respond with the amount of additional time and materials required to meet the new requirements. Client must review and approve by email or writing all Change Orders before RisingLine proceeds with additional Services.
Development Process and Milestones
Client and RisingLine agree that Services will be provided in an organized sequential progression through the Web Development Process or the Graphic Design and Print Design Development Process outlined in the addendum to this Agreement. Client requirement changes that repeat completed Milestones within the Develop Processes will require a Change Order.
Payment
Deposit: Prior to RisingLine initiating service in response to an Order, Client will provide a deposit of 50% of the estimated project total. For Projects of $500 or less the entire amount will be provided as a deposit.
Refunds: The deposit is fully refundable to Client upon project cancellation or early Termination initiated by either the Client or RisingLine, less services performed and expenses incurred by RisingLine on behalf of the Client’s prior to the date of project termination.
Within 15 days after cancellation RisingLine must provide a refund and itemized invoice of time and material expense deducted from the deposit. RisingLine will bill at the current standard rates as published on RisingLine.com.
Project Completion and Final Payment: RisingLine shall submit an invoice for the balance of funds due. Client shall pay RisingLine within 15 days from the date of RisingLine's invoice.
RisingLine's invoice for final payment will be issued upon completion of RisingLine's Services (All services and the work product to be provided to Client by RisingLine through resources in RisingLine's direct control) and will not be dependent upon Client Assets (assets in control of Client for use with the Deliverables for which RisingLine has no direct control).
Example: Client submits an Order to RisingLine to design and develop a Website with 50 pages. RisingLine completes the project within the Time for Performance and provides a Deliverable fully functioning Website posted on a Web server with temporary text or photo content. Client is unable to provide Client Assets including access to their domain name server and their final content for inclusion with the Deliverable within the Time for Performance. In this scenario the Final Payment would be invoiced from the date the Deliverable was provided and not dependent upon the availability of Client Assets. RisingLine will integrate the Client Assets into the Deliverable within 60 days of the Final Payment invoice for no additional charge.
Extension of Free Services: RisingLine does not charge for the integration of Client Assets within the Deliverables we provide (e.g. posting Client provided content to a Webpage, typesetting copy in a newsletter) with the following conditions:
- This free services is available once per page of a print or Web based Deliverable. Additional revisions will require a Change Order or new Order.
- This free service is available at any time within the Time for Performance AND within 60 calendar days after the Final Payment invoice is sent.
Past Due Amounts: A rate of 1.5 percent per month (18 percent per year) will be charged for past due amounts. When client Payments are received, the funds are applied first to the interest charges, and then to the unpaid balance on each open invoice, starting with the oldest.
Trademarks and Copyrights of Client Provided Materials
Client unconditionally guarantees that Client Assets and all elements of text, graphics, photos, designs, trademarks, or other material furnished to RisingLine for development are owned by Client or that Client has permission from the lawful owner to use material. Client will hold harmless, protect, and defend RisingLine and its subcontractors from any claim or suit arising from the use of material furnished by the client.
Copyright/Usage and Reference Rights of Deliverables
Upon full payment for services, Client will own copyright and unrestricted usage rights for all graphic design and software materials delivered from Contractor to Client during the term of this agreement. Client grants RisingLine unrestricted and perpetual usage rights to reference these materials in public Web and print marketing and advertisements, including those items which include/contain Client's logo. Client grants RisingLine the right to include in 8pt text at the bottom of each published Webpage a by-line hyperlink to risingline.com (e.g. Web Design by RisingLine).
Client is not entitled to, nor are any copyright or usage rights granted for design or development prototypes, options, samples or variations of design or application concepts that may be produced as part of the overall project process. For example, multiple original design concepts are presented to a client during the logo design process from which a client chooses one concept for final refinement. The client will receive full copyright and usage rights only for the one concept they choose in this scenario; not the other design options. Client understands that RisingLine has unrestricted ownership and perpetual usage rights to reference any graphic concepts or materials that were produced coincidently or as "by products" of a design or development process.
Legal Compliance and Regulation Responsibility
From time to time governments may enact laws and levy taxes and tariffs affecting Client’s legal responsibilities and liabilities for operating a Website. Such regulations may include, but are not limited to, Electronic Commerce, Fair Housing and Equal Opportunity, FDIC regulations, and PCI compliance for credit card processing. Client assumes full responsibility for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend RisingLine and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client's exercise of Internet electronic commerce.
Limited Liability
This provision allocates the risks under this Agreement between RisingLine and Client. RisingLine's pricing reflects the allocation of risk and limitation of liability specified below.
Client releases and hold harmless RisingLine and all of its affiliates, agents, servants, employees, volunteers, assigns, successors and heirs and all officials concerned for all acts, omissions or negligence which may result in any loss of profits, damages, and/or property loss or damage incurred while RisingLine is engaged in work for Client. This waiver extends to all claims of any kind and nature whatsoever, whether know or unknown.
NEITHER PARTY TO THIS AGREEMENT SHALL BE LIABLE FOR THE OTHER'S LOST PROFITS, OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE PARTY HAS BEEN ADVISED BY THE OTHER PARTY OF THE POSSIBILITY OF SUCH DAMAGES.
Equipment and Supplies
RisingLine, at RisingLine's expense, will provide all equipment, tools and supplies necessary to perform the contractual services.
Expenses
RisingLine will be responsible for all expenses required for the performance of the contractual services.
Terminating the Agreement
This agreement will become effective when a Client issued Order is accepted by RisingLine and will terminate on the earlier of the date RisingLine completes the services required by this Agreement or the date a party terminates the Agreement as provided below.
With reasonable cause, either party may terminate this Agreement effective immediately by giving written notice of termination for cause. Reasonable cause includes:
- A material violation of this Agreement, or
- Nonpayment of RisingLine's compensation after 20 days written demand for payment.
RisingLine shall be entitled to full payment for services performed prior to the date of termination.
Independent Contractor Status
The parties intend RisingLine to be an independent Contractor in the performance of the services. RisingLine and Client agree to the following rights consistent with an independent Contractor relationship.
- RisingLine will have the right to control and determine the methods and means of performing the contractual services.
- RisingLine has the right to perform services for others during the term of this Agreement.
- RisingLine has the right to hire assistants as subcontractors, or to use employees to provide the services required by this Agreement.
- Client shall not require RisingLine or RisingLine's employees or subcontractors to devote full time to performing the services required by this Agreement.
- Neither RisingLine nor RisingLine's employees or subcontractors are eligible to participate in any employee pension, health, vacation pay, sick pay or other fringe benefit plan of Client.
State and Federal Taxes
Client will not:
- Withhold Social Security and Medicare taxes from RisingLine's payments or make such tax payments on RisingLine's behalf, or
- Withhold state or federal income tax from RisingLine's payments or make state or federal unemployment contributions on RisingLine's behalf.
RisingLine will pay all applicable taxes related to the performance of services under this contract. This includes income, Social Security, Medicare and self-employment taxes. RisingLine will also pay any unemployment contributions related to the performance of services under this contract.
Disputes
Unpaid or past due accounts may be submitted to licensed collection agencies for collection. If a dispute arises, the parties will try in good faith to settle it initially through either (a) small claims court or (b) mediation conducted by a mediator to be mutually selected.
The parties will share the costs of the mediator equally. Each party will cooperate fully and fairly with the mediator and will attempt to reach a mutually satisfactory compromise to the dispute. If the dispute is not resolved within 30 days after it is referred to the mediator, it will be arbitrated by an arbitrator to be mutually selected.
Judgment on the arbitration award may be entered in any court that has jurisdiction over the matter. Costs of arbitration, including lawyers' fees, will be allocated by the arbitrator.
No Partnership
This Agreement does not create a partnership relationship. Neither party has authority to enter into contracts on the other's behalf.
Successors and Assignees
This agreement binds and benefits the heirs, successors and assignees of the parties.
Notices
All notices must be documented. A notice may be delivered:
- In person with a corresponding email confirmation
- By phone with a corresponding email confirmation
- By mail with a corresponding email confirmation
- By email with a corresponding email verification of receipt by the other party
- By certified mail
- By overnight courier with receiving parties signature
Governing Law
This agreement will be governed by and construed in accordance with the laws of the state of Idaho.
Modification
This agreement may be modified only by mutual consent of all parties.
Waiver
If one party waives any term or provision of this agreement at any time, that waiver will be effective only for the specific instance and specific purpose for which the waiver was given. If either party fails to exercise or delays exercising any of its rights or remedies under this agreement, that party retains the right to enforce that term or provision at a later time.
General Disclaimers
Any goods or services provided by RisingLine to Client will be controlled by this Terms and Conditions of Service, and Legal Agreements pertinent to individual web services and products through RisingLineWeb. Any Third Party Materials, products or services involved in any aspect of RisingLine's Services toward Client will not be guaranteed or warranted by RisingLine.
RisingLine expressly does not sell or warranty any Third Party Materials, product or services that might be utilized in the course of fulfilling service contracts nor does RisingLine guarantee the continuity of policies or service from those third party products including, but not limited to, Google, Blogger, FeedBurner, Magento, Kryptronic, GoDaddy, WildWestDomains, CMS Made Simple, and 1and1 Internet. Client hereby acknowledges that they have not relied on and do not expect RisingLine for any reason to warranty or guarantee perpetual continuity of service and service policies from 3rd party product/service(s).
Severability
If any court determines that any provision of this agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this agreement invalid or unenforceable and such provision shall be modified, amended or limited only to the extent necessary to render it valid and enforceable.
Entire Agreement
This is the entire agreement between the parties. It replaces and supersedes any and all oral agreements between the parties, as well as any prior writings.
Addendums
Web Development Process
- Project Start—Information Gathering: We discuss with you the goals and key messages your site will be built around, and determine from you any site design elements that you would like to specify.
- Initial Feedback: We provide multiple design ideas and samples for your consideration and propose a best practice site structure.
- Technical Ground Work: We configure the structure of your new site, setup and configure the database, and configure the WebSite 2.0 software for your site.
- Prototype Design (Milestone 1): After considering our feedback and design ideas, you tell us your design preferences and we develop a front and sub-page design prototype.
- Prototype Review: You review the designs we create and let us know what changes to make.
- Prototype Revisions: We implement the design changes and present you with the final drafts.
- Design & Structure Approval (Milestone 2): You approve the final front-page and sub-page designs, as well as the general site structure (what site sections you would like and where you would like key pages in the structure).
- Site Structure and Dynamic Site Set Up: We code your custom design to XHTML and any additional or custom features like blogs into then integrate them with the WebSite 2.0 Content Management System, navigation system, and WebSite 2.0 Administration Panel.
- Cross Browser Testing, and Code Validation: We perform these services for the front-page and sub-page design.
- Final Client Approval (Milestone 3): Your final review and approval of site design and setup.
- Search Engine Optimization: Web page names and code is optimized for indexing with Google® and other major search engines.
- Project completion / Deliverable. We provide you a CD containing your new site design and the SQL database data ready to be installed on a Web server.
Additional Free Services with Each Web Development Project
We offer the following additional services at no-charge within 60 days after the Final Payment invoice has been issued.
- Content Styling and Layout: Posting, professional layout and styling of Client provided text and photo content. This free services is available once for each page of your site and available for no-charge within 60 days after the Final Payment invoice has been issued.
- Domain name setting changes and setup of your new hosting account. Hosting must be through RisingLine for free hosting account setup. Domain name changes require you provide us temporary access to your domain register account.
- Email account transitions/setup (up to 25 addresses).
- Backup and archiving of your old site. (If Applicable)
- RSS & Email Automated Broadcast Optimization: If your site contains a blog/newsletter feature. We’ll optimize the RSS broadcast feed using FeedBurner so that major blog indexing services, including Google, are immediately updated when you publish. We’ll also set up an automated email feature which your site visitors can subscribe to and be emailed each time you publish a new blog/news post.
- Initial Site Backup and Restore Point: We back up your complete site and export the contents of the SQL database if ever needed for disaster recovery.
- Orientation: We provide you with login ids and passwords, an instructional walk-through manual for uploading and changing content (Applicable if you plan on managing site content yourself).
Graphic Design and Print Design Development Process
- Project Start—Information Gathering: We discuss with you the goals and key messages your your design will be built around, and determine from you any design elements that you would like to specify. We review examples and secure copies of your current branding if applicable for matching.
- Initial Feedback: We provide multiple draft design ideas and samples for your review and direction.
- Prototype Design (Milestone 1): After considering our suggestions and feedback and design options, you tell us your design preferences and we develop a prototype design.
- Prototype Review: You review the design we create and let us know what changes to make.
- Prototype Revisions: We implement the design changes and present you with the final draft.
- Design Approval (Milestone 2): You approve the final design(s) and layout(s) drafts.
- Final Design Creation and Layout: We develop your custom design in the appropriate format for its intended medium.
- Final Client Approval (Milestone 3): Your final review and approval of the design and layout.
- Prepress Formatting: We compile your design into the appropriate format for your intended publishing per the requirements of your printer or media developer.
- Project completion / Deliverable. We provide you via electronic transfer or CD a compressed folder containing your new design in your required formats.
Additional Free Services with Each Design Project
- Content Styling and Layout: Posting, professional layout and styling of Client provided text and photo content. This free services is available once for each page and available for no-charge within 60 days after the Final Payment invoice has been issued.
Last revised: 5/31/2008
