Client Terms and Conditions

For purposes of these Rebel Client Terms and Conditions (“Terms”), “RIG”, “we” or “our” refers to Rebel Interactive Group LLC, and “Client”, “you” or “your” refers to your company. Please read these Terms carefully as they, along with your Services Agreement(s) with RIG, govern your relationship with RIG. By engaging RIG to provide services to you, you agree to be legally bound by these Terms. RIG reserves the right to change or modify these Terms at any time and in its sole discretion by posting the amended Terms here on this page. Unless otherwise specified, any changes or modifications will be effective immediately upon posting on the website and your continued use of RIG’s services after such time will constitute your acceptance of such changes or modifications.

  1. Point of Contact:  RIG will need at least one point of contact for day-to-day communications. This person will be responsible for gathering of data, files, or content required to complete the project, attending conference calls or meetings at key intervals with RIG and coordinating internal communications with your team regarding the status of the project. They will receive all communications from your contact person(s) at RIG. This person should be authorized to make decisions on your behalf. If that individual is not the final decision maker, we will need the authorized person’s contact information and will contact them at appropriate stages of the project for review and approval.
  2. Deadlines:  Client is responsible for meeting time deadline(s) associated with RIG’s performance of the deliverables. RIG is not responsible for late deliverables resulting from Client’s failure to meet time deadlines specified by RIG, which may include deadlines for providing content and/or approvals.
  3. Content:   Unless otherwise specifically stated as a part of the deliverables in the Services Agreement, Client is responsible for providing all content necessary for RIG’s performance of the deliverables, including but not limited to written copy, logos, photographs, video, music, fonts and/or other materials. The pricing reflected in your Services Agreement with RIG assumes that content will be readily provided to RIG in a manner specified by RIG, in acceptable format(s), and that RIG will not be required to pull content from other Client website(s), follow up with prior vendors of Client, find content from third party sources or otherwise spend time obtaining, aggregating or organizing content on Client’s behalf. In situations where RIG must locate, aggregate or organize content on Client’s behalf, Client will be charged for such additional project management time at a rate of $150/hour.Even where RIG has agreed to design a website, web, mobile or social media application, email template, etc., such designs may require the purchase or license of fonts, photographs, background music, or other items from a third party. The cost of same is NOT included in the pricing set forth in your Services Agreement with RIG. Client may either purchase or license those items on their own or RIG may purchase/license them on Client’s behalf. Client and RIG should consult at the outset of the project to discuss Client’s preference in this regard, estimated pricing and purchase/licensing options. Third party content including but not limited to fonts, photos, graphics, videos, and illustrations that Client (or RIG on behalf of Client) licenses from a third party to be placed in designs created by RIG for Client will not be owned by Client. Client should not use such content in other items, such as print materials or promotional items, or otherwise use such content inconsistent with the third party’s terms of licensing such use. Upon request, RIG shall provide Client with a listing of third party content used in the deliverables and the source(s) of such content so that Client may review the licensing requirements associated with that content.Where Client is providing content, Client shall be responsible for obtaining all required licenses, permissions and/or approvals for use of such content. Client warrants and agrees that where it has provided content to RIG, it has full legal authority to use such content and/or has obtained the required licenses, permissions, and/or approvals. Further, client assumes responsibility for the accuracy, spelling and truthfulness of all content it provides to RIG.Logos, graphics, and/or photographic images should be supplied in an electronic acceptable format, such as high-resolution .jpeg, .eps and .tif or vector-based .eps or .ai. Acceptable text formats are .doc or ASCII. Photo scans are typically charged at $25 per scan. Photo retouching, manipulation, or illustration is billed at the rate of $150 per hour. This pricing may vary based upon the original source material and the required output.Should Client require RIG to write copy for inclusion in the deliverables, the cost is $150 per hour.  In the case where Client is responsible for but has failed to provide written content to RIG to allow it to perform the deliverables under this agreement and RIG therefore must obtain written content from other sources, RIG disclaims any warranties over the accuracy and reliability of any such information. Client warrants and agrees that it shall be solely responsible for reviewing the accuracy of all written content provided by RIG in connection with its provision of the deliverables.
  4. Design – What is Included/Not Included: Unless otherwise specifically stated as a part of the deliverables in your Services Agreement with RIG, if Client has engaged RIG to design a website, web application, mobile site, email template or the like, RIG will provide two designs for Client to choose from.  Additional designs can be provided at additional cost. In the case or web and/or mobile sites, once Client has selected the design it would like to use as the home page, it will be permitted two rounds of revisions to that design. Once those revisions have been made, RIG will design one subpage template that will follow the same look and feel of the home page. Client will be permitted two rounds of revisions to that subpage template. Please note that the same subpage template will be used for all of the other pages of the site. Should Client wish to have more than one subpage template design to choose from and/or wish to use different subpage template designs on different pages of the site, Client will be charged an the rate of $150/hour for such additional designs. Also, please note that the design of the layout/placement of the content in each of the subpages of a site is not included in the cost of the project.  Rather, Client will be asked to advise where they wish to place images, content, etc. within each of the subpages.  Should Client require assistance in designing a proper aesthetic for each of the subpages this will be at an additional charge of $150/hour.  Finally, alterations to or resizing of graphics for placement in the subpages will also be at an additional charge of $150/hour.
  5. Ownership:
    1. Client Content:  Client Content is written or visual content that is provided by Client to RIG for its performance of the deliverables.  Client Content, including all pre-existing trademarks and copyright material, shall remain the sole property of Client, and Client shall be the sole owner of all rights in connection therewith. Client hereby grants to RIG a nonexclusive, nontransferable license to use, reproduce, and modify the Client Content solely in connection with RIG’s performance of the services and the production of the deliverables.
    2. Third Party Materials:  Client shall not own any third party licensed commercial components or materials that are embedded in the deliverables provided to Client. The owners of these components shall retain ownership of these items in accordance with their Terms and Conditions, licensing agreements, or other applicable agreements. Upon request, RIG shall provide Client with a listing of third party components used in the deliverables and the source(s) of such components.
    3.  Designs/Written Copy:  Upon completion of the deliverables and conditioned upon full payment of all fees, costs and out-of-pocket expenses due, RIG shall assign to Client all ownership rights, including any copyrights, in any artwork, designs or written copy RIG has created for Client as a part of its deliverables. Subject to an hourly charge for assembling and preparing the materials for delivery, and at the request of Client, RIG can provide a PSD (Photoshop file) or other file format of any design it has created for Client and/or HTML files. Should Client require any of the above to be placed on a disc (as opposed to delivered electronically), Client shall also be responsible for any applicable sales tax.
    4. Programming Code:  Upon completion and conditioned upon payment in full of the fees associated with any agreement involving programming services, including but not limited to programming for a website, mobile site, app, mobile app, and the like Client shall own all worldwide right, title, and interest in such programming (including, its source code and documentation) (the “Custom Programming”).  RIG shall retain a world-wide, royalty-free, non-exclusive, transferable, and perpetual right and license to the Custom Programming including, but not limited to, the right to modify, amend, create derivative works, rent, sell, assign, lease, sublicense, or otherwise alter or transfer the Custom Programming. Notwithstanding the foregoing, Client expressly understands and agrees that programming provided by RIG may include source code, documentation, and/or application programs that were previously written or developed by RIG and modified to meet Client’s specific requirements (the “RIG Content”).  RIG shall own all worldwide right, title, and interest in and to the RIG Content, but shall provide Client (upon payment in full of the fees associated with such programming) a worldwide, royalty-free, non-exclusive, transferable and perpetual right and license to use the RIG Content.
  6. Changing Hosts:  Should Client wish to move its website/web application to another server/host from the original hosting source, Client will be provided FTP access to port its site over; however, Client should be advised that sites may not port over to certain servers and/or the site may lose certain functionalities on certain servers. RIG is not responsible for same. Should the site require additional programming to port to another server/host, or should RIG be required to engage in extensive consulting to assist in the migration, RIG will bill Client for same at the rate of $150 per hour. Should Client require any of the above to be placed on a disc (as opposed to delivered electronically), Client shall also be responsible for any applicable sales tax.
  7. Term and Termination:  Unless otherwise specified in the Services Agreement, a Services Agreement between Client and RIG shall be effective as of the date that Client executes the Services Agreement and shall continue in effect until the latter of complete payment of the amounts due under that contract or until the contracted services have been completed. However, the Services Agreement may be terminated by either party upon written notice to the other if the other party breaches any material obligation provided hereunder or under the Services Agreement and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice.  In the event of termination for breach, Client shall pay RIG for all services rendered and work performed up to the effective date of the termination, which is thirty (30) days after receipt of notification of the breach.  RIG shall provide Client with an invoice for the foregoing fees within thirty (30) days of the effective date of the termination. Client shall pay the invoice within fourteen (14) days of receipt.
  8. Taxes: Client will pay, reimburse, and/or hold RIG harmless for all sales, use, transfer, privilege, tariffs, excise, and all other taxes and duties (other than as related to RIG’s income), whether international, national, state, or local (however designated), which are levied or imposed by reason of the performance of the deliverables.
  9. Payment: Unless otherwise set forth in the Services Agreement, all ongoing monthly program costs will be billed on the first day of the month for that month’s services.  In the case where Client has terminated a Services Agreement involving recurring monthly program costs, Client will be billed for the full month of services if the termination date occurs after the first of the month (e.g., Client gives notice on January 15th of desire to terminate; Client will be billed for January and February). All payments made to RIG shall be in U.S. Dollars in the form of company check, cashier’s check, electronic wire transfer, and/or credit card payment. Payments not made within 60 days of the date of invoice may be subject to late charges equal to the lesser of i) one and one-half percent (1.5%) per month of the overdue amount; or ii) the maximum amount permitted under applicable law.  If Client fails to timely pay the amounts due during the development or delivery of the deliverables pursuant to this paragraph and/or the payment terms set forth in the Services Agreement, RIG retains the right to stop work and/or suspend services after five (5) days’ written notice (email communication sufficient) until payment is made. Further, RIG shall retain full ownership over the deliverables (whether completed or not), including but not limited to any programs, source code, design work, email databases, and/or other data created until full payment is received. Client shall reimburse RIG for travel and any related expenses. All out of pocket expenses (if any) will be the responsibility of the client and will be passed along to the client at cost.
  10. Limitation of Liability: IN NO EVENT SHALL RIG BE LIABLE TO CLIENT FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA OR LOSSES AS A RESULT OF DISCLOSURE OF USER CONTENT OR OTHER DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH RIG’S PRODUCTS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF RIG EXCEED ANY COMPENSATION PAID BY YOU TO RIG FOR ITS PRODUCTS OR SERVICES.
  11. Disclaimer of Warranty: THE PRODUCTS AND SERVICES ARE PROVIDED on an “AS IS” and “AS AVAILABLE” basis AND RIG EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Notwithstanding the foregoing, if the deliverables to be provided to Client under the Services Agreement were custom web application development, RIG does warrant that any programming code developed by RIG as part of its deliverables shall be free of ‘bugs’ for 90 days after the go live date. For purposes of this paragraph, ‘bugs’ are defined as programming errors that make the application inoperable and does not include upgrades or enhancements to functionality or graphic design changes. Further, RIG shall have no responsibility to fix any ‘bugs’ that arise after the go live date where the ‘bugs’ are the result of changes in a third party component that has been made a part of the deliverables. By way of example, if a web application contains a third party content management system, such as Umbraco, Joomla or WordPress, and changes to that system result in the inability of the RIG code to properly interact with the system, RIG shall not be responsible for fixing same. Additional programming work may be requested by Client under separate contract at then current billing rates.
  12. Governing Law/Venue: This Agreement shall be governed by and construed in accordance with the internal laws of the State of Connecticut and not the principles of conflicts of law thereof. The Parties agree that the venue for any action arising out of this Agreement will be Hartford, Connecticut.
  13. Miscellaneous: If any portion of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity or enforceability of any remaining provisions or the provisions in the Services Agreement.  The Services Agreement entered into between the parties, together with these Terms, constitutes the entire agreement between the parties as it pertains to the matters in that Services Agreement and supersedes any oral discussions, written communications or draft agreements that occurred prior to execution of that Services Agreement.  Notwithstanding the foregoing, to the extent that RIG and Client have executed more than one Service Agreement throughout their relationship, each of those Services Agreements, along with their corresponding Terms, shall be treated separately and remain in full force and effect according to their individual terms.

V.1 07/16/13