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.
These terms and conditions have been painstakingly developed to be equitab le 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 t hat 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.
Managing Director | Risingline
208.475.3192 or contact online
Thank you for choosing Risingline. If you've requested services ("Request for Services") from 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 a Request for Services 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 you.
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.
Terms and Conditions of Service
- 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 Request for Services.
- Contractor: Generose Corporation doing business as (dba) Risingline, the independent contractor responsible providing the service to fulfill the requirements of the Request for Services.
- Request for Services: Any request for service made by the Client to Risingline. Request for Services include all requests for service placed verbally, electronically or in writing and include requests communicated by telephone, email, fax, mail, courier or in-person. Requests for Services may directly reference estimates, proposals or published service descriptions provided by Risingline or may be service requests or work descriptions originated by Client.
- Change Request: An addendum or additional service request sent from the Client and referencing a current Project.
- Project: The scope and purpose of Risingline's services necessary to fulfill the requirements of the Request for Services.
- Service Work / Services: Any intangible service provided by Risingline to the Client including but not limited to graphic design, coding, web development, business consultation services, modification services of a clients existing graphic design / digital image, modification services for a clients existing Website, editing / modification services for a clients existing copy (written content), IT administration and maintenance services for a clients Web server, domain administration or email administration, programming/coding modifications for a client's existing Web asset including Websites, Open Source platforms, social media platforms such as Facebook and Twitter.
- Deliverables: The services and/or work specified in the Agreement to be delivered by Contractor to Client.
- Client Materials: All content materials, information, photography, writings, hosting, domain registration, email accounts and other assets or resources which are owned by the Client and provided to Risingline for Service Work; and which may be copyrighted by the client or a third party.
- Third Party Materials: Third party materials which are incorporated into the Project, including without limitation, software, stock photography, illustrations, stock vector art, code, scripts, open source applications, and software applications.
- Licensed Property: All designs and digital works which are created originally and copyrighted by Risingline and licensed to the Client for use.
- Transferred Property: All designs & digital works which are created originally by Risingline and the copyright Transferred to the Client.
- Tangible Property: Any originally created printed matter such as brochures, stationary, and ads created through Risingline's Service Work which are Transferred Property and provided in hard copy to the Client. Any originally created digital work which is provided to the Client as Transferred Property.
- Agreement: The entire content of this Terms and Conditions of Service document and the service requests described in the Request for Services.
This agreement is between you (the Client) and Generose Corporation, an Idaho corporation doing business as Risingline (Risingline, the Contractor). The Terms and Conditions of this agreement become binding upon both parties when:
- A Request for Services is placed with Risingline AND
- Risingline agrees to provide the services requested in the Request for Services.
3. Eligibility Requirements
You must be at least 18 years of age, agree to these Terms and Conditions. By placing a Request for Services 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.
This Agreement shall commence upon the Effective Date and shall remain effective until the Services are completed and delivered.
This Terms and Conditions Agreement applies to the initial Request for Service from the Client as well as all additional Requests for Service.
5. Services to be Performed
Risingline agrees to perform for Client the services as requested in Request for Services.
6. Independent Contractor Status
Risingline is an independent contractor, not an employee of Client or any company affiliated with Client. Contractor shall provide the Services under the general direction of Client, but Contractor shall determine, in Contractor's sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. Contractor and the work product or Deliverables prepared by Contractor shall not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.
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.
7. Equipment and Supplies
Risingline, at Risingline's expense, will provide all equipment, tools and supplies necessary to perform the contractual services.
8. Overhead Expenses
Risingline will be responsible for all overhead expenses required for the performance of the contractual services.
9. State and Federal Payroll 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 payroll 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.
10. Payments and Refunds
Deposit: Prior to Risingline initiating service in response to a Request for Services, Risingline may require that Client provides a deposit of 50% of the estimated Project total.
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 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.
Service Completion and Final Payment: Risingline shall submit an invoice for the balance of funds due. Client shall pay Risingline upon receipt of Risingline's invoice.
Risingline's invoice for final payment will be issued upon completion of Risingline's Services.
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 first.
11. Client Responsibilities
Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:
(a) coordination of any decision-making with parties other than the Contractor;
(b) provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Proposal; and
(c) final review and approval of Deliverables and responsibility for any errors, such as, by way of example, not limitation, typographic errors or misspellings, that remain in the finished product. Client shall incur the cost of correcting such errors.
12. 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 as posted on the Risingline.com Website. Client requirement changes that repeat completed Milestones within the Develop Processes will require a Change Request and may result in additional charges.
13. Change Requests
Client may submit a Change Request by requesting additions or modifications outside the parameters of the original services requested in the Order. Client understands that Change Requests may result in additional charges as specified in our published service rates as posted on the Risingline.com Website.
14. Third Party Materials
Client must supply, pay directly or reimburse Contractor for any third party tangible products required in a Project including third party photography, stock photography and stock graphics. Client shall obtain all necessary copyright permissions and privacy releases for Third Party Materials provided to Contractor.
15. Trademarks and Copyrights of Client Materials
Client will retain full copyright for any copyrighted Client Materials provided to Risingline for inclusion in a Project. Client grants Risingline permission to display Client Materials on the Web and in other marketing material when those Client Materials were included in the Project. For example, Risingline has the right to display a Web design created by the Contractor which includes the Client logo.
Client unconditionally guarantees Risingline that Client Materials 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.
16. Copyright and Use License of Deliverables
Contractor grants Client a nonexclusive worldwide license to use and sublicense the use of the Deliverables. Client may transfer any rights in Deliverables to another person or company. The license shall have a perpetual term and may be transferred by Client. This license is conditioned upon full payment of the compensation due Contractor under this Agreement and the failure to make such payment shall void this license. Contractor shall retain all copyright, patent, trade secret and other intellectual property rights Contractor may have in anything created or developed by Contractor for Client under this Agreement ("Deliverables").
Any CDs, DVDs, flash drives, past work samples, etc. that might be provided to the Client in the course of a project disks that they are the property of your Risingline and should be returned.
17. Warranties and Representations
Contractor hereby represents, warrants and covenants to Client that Contractor will provide the Services identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services. Except for Third Party Materials and Client Content, the works produced for the Client shall be the original work of Contractor and/or its independent contractors.
EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, CONTRACTOR MAKES NO WARRANTIES WHATSOEVER. CONTRACTOR EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT.
Client represents, warrants and covenants to Contractor that
(a) Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content,
(b) to the best of Client's knowledge, the Client Content does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties,
(c) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and
(d) Client shall comply with all laws and regulations as they relate to the Services and Deliverables.
18. Domain Name Registration
For Web development and/or email related services the Client understands that they are fully responsible for maintaining the legal domain name registration through insuring they keep their registration current through their domain registrar.
19. No Partnership
This Agreement does not create a partnership relationship between Client and Contractor. Neither party has authority to enter into contracts on the other's behalf.
20. No Exclusivity
This Agreement does not create an exclusive relationship between Client and Contractor. Client is free to engage others to perform services of the same or similar nature to those provided by Contractor, and Contractor shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Contractor.
21. Successors and Assignees
This agreement binds and benefits the heirs, successors and assignees of the parties.
Client agrees to indemnify, save and hold harmless Contractor from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client's responsibilities or obligations, representations or warranties under this Agreement.
Client agrees to indemnify, save and hold harmless Contractor 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 arising out of any breach of Contractors responsibilities or obligations, representations or warranties under this Agreement. This waiver extends to all claims of any kind and nature whatsoever, whether known or unknown.
23. Limited Liability
THE SERVICES AND THE WORK PRODUCT OF CONTRACTOR ARE SOLD "AS IS." IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF CONTRACTOR, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES ("CONTRACTOR PARTIES"), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT'S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF CONTRACTOR. IN NO EVENT SHALL CONTRACTOR BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY CONTRACTOR, EVEN IF CONTRACTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
24. Sales / Use / Value Added (VAT) Tax
The Client shall pay any sales, VAT, use or other transfer taxes that may be applicable to the services provided, including any tax that may be assessed on subsequent audit of Risingline's books of accounts. This includes sales, VAT or use tax paid by Risingline to vendors or freelancers for services rendered or materials purchased relating to the execution of a Project.
Certain work Risingline produces may be classified as tangible property by your State and be liable for sale / use tax. This may include original photographs we produce and Transferred Property. Risingline may be required to collect sales tax for these products in which case the applicable tax will be added to the Client's invoice.
25. 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 related to the Project. Such regulations may include, but are not limited to, Taxes, 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.
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.
27. Terminating the Agreement
This agreement will become effective when a Client issued Request for Services 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.
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 party's signature
29. Governing Law
This agreement will be governed by and construed in accordance with the laws of the state of Idaho.
This agreement may be modified only by mutual consent of all parties.
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.
32. General Disclaimers
Any services provided by Risingline to Client will be controlled by this Terms and Conditions of Service, and Legal Agreements pertinent to individual services. 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, InMotion Hosting, Host Gator 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).
33. Force Majeure
Contractor shall not be deemed in breach of this Agreement if Contractor is unable to complete the Services or any portion thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, death, illness or incapacity of Contractor or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Contractor's control (collectively, "Force Majeure Event"). Upon occurrence of any Force Majeure Event, Contractor shall give notice to Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.
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.
The headings, numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.
36. Entire Agreement
This is the entire agreement between the parties. It replaces and supersede any and all oral agreements between the parties, as well as any prior writings.
Version 1404 - Updated April 1, 2014