Client Terms and Conditions

For purposes of these Rebel Client Terms and Conditions (“Terms”), “Rebel”, “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 signed Proposals (hereinafter “Service Agreement”) with Rebel, govern your relationship with Rebel. By engaging Rebel to provide services to you, you agree to be legally bound by these Terms. Rebel reserves the right to change or modify these Terms at any time and in its sole discretion by posting the amended Terms on our website at http://www.rebelinteractivegroup.com/terms/ Unless otherwise specified, any changes or modifications will be effective immediately upon posting on the website and your continued use of Rebel’s services after such time will constitute your acceptance of such changes or modifications.

A. Point of Contact: Rebel 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 Rebel and coordinating internal communications with your team regarding the status of the project. They will receive all communications from your contact person(s) at Rebel. Unless another individual is expressly designated in the Service Agreement as your company’s point of contact to whom Rebel should direct all communications, there will be a legal presumption that any person holding themselves out as representing your company’s interests relative to the services, and/or having day to day contact with Rebel in its performance of the services, is your company’s point of contact and is authorized to make decisions on your company’s behalf. As such, Rebel shall not be responsible if this point of contact’s decisions are not authorized by another of member of your company.

B. Deadlines: Client is responsible for meeting time deadline(s) associated with Rebel’s performance of the deliverables. Rebel is not responsible for late deliverables resulting from Client’s failure to meet time deadlines specified by Rebel, which may include deadlines for providing content and/or approvals.

C. Content: Unless otherwise specifically stated as a part of the deliverables in the Services Agreement, Client is responsible for providing all content necessary for Rebel’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 Rebel assumes that content will be readily provided to Rebel in a manner specified by Rebel, in acceptable format(s), and that Rebel 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 Rebel must locate, aggregate, organize or create content on Client’s behalf, Client will be charged for such additional time at a rate of $150/hour.

Even where Rebel 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, plug-ins or other items from a third party. The cost of same is NOT included in the pricing set forth in your Services Agreement with Rebel. Client may either purchase or license those items on their own or Rebel may purchase/license them on Client’s behalf. If Client has not specified that it would like to license these items on their own, Rebel will assume that it should license them and will invoice Client for same. Third party content including but not limited to fonts, photos, graphics, videos, illustrations and plug-ins that Client (or Rebel on behalf of Client) licenses from a third party to be placed in designs created by Rebel 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, Rebel will 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 Rebel, 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 Rebel.

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 Rebel 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 Rebel to allow it to perform the deliverables under this agreement and Rebel therefore must obtain written content from other sources, Rebel 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 Rebel in connection with its provision of the deliverables.

D. Design: What is Included/Not Included: Unless otherwise specifically stated as a part of the deliverables in your Services Agreement with Rebel, if Client has engaged Rebel to design a website, web application, mobile site, email template or the like, Rebel will provide two home page designs for Client to choose from. Additional designs can be provided at additional cost. In the case of web and/or mobile sites, once Client has selected the design it would like to use as the home page, it will be permitted one round of revisions to that design. Once those revisions have been made, Rebel will design one subpage template that will follow the same look and feel of the home page. Client will be permitted one round 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. Additional revisions beyond those set forth above or additional template designs will be billed to the client at the rate of $150/hour. 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.

E. Scope change: If Client requests additional work not included in the original scope of the Service Agreement, Client will be responsible for all additional charges which will be billed at the rate of $150/hour. For purposes of this paragraph, Client’s emailed or verbal request for any work not included in the original scope of the agreement will be considered a change order request for such out of scope items for which payment will be required. Such scope changes include but are not limited to, additional design comps, additional rounds of revision, additional copyrighting edits, additional video edits, changes to website/web application functionality, addition of plug-ins or other technical capabilities.

F. Cancellation fees: Where Rebel has purchased licenses, ads or media placements on behalf of Client and Client seeks to terminate the arrangement prior to expiration of the term required for same, Client shall be responsible for all applicable cancellation fees and also shall be responsible for Rebel’s time spent having to process such cancellations at the rate of $150/hour.

G. Third party providers: Email service providers and some social media channels may charge based on the volume of the number of sends, posts or ads placed. Client will be charged for any overages caused by Client’s exceeding a specified number of sends, posts, ads and the like.

H. Ownership:

a. Client Content: Client Content is written or visual content that is provided by Client to Rebel 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 Rebel a nonexclusive, nontransferable license to use, reproduce, and modify the Client Content solely in connection with Rebel’s performance of the services and the production of the deliverables.
b. 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, REBEL shall provide Client with a listing of third party components used in the deliverables and the source(s) of such components.
c. Upon completion of the deliverables and conditioned upon full payment of all fees, costs and out-of-pocket expenses due, Rebel shall assign to Client all ownership rights, including any copyrights, in any deliverable Rebel has created for Client. Except that, Rebel shall retain a world-wide, royalty-free, non-exclusive, transferable, and perpetual right and license to any back end 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. Subject to an hourly charge of $150/hour for assembling and preparing the materials for delivery, and at the request of Client, Rebel can provide a PSD (Photoshop file) or other file format of any deliverable 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.

I. 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. Rebel is not responsible for same. Should the site require additional programming to port to another server/host, or should REBEL be required to engage in extensive consulting to assist in the migration, Rebel 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.

J. Term and Termination: Unless otherwise specified in the Services Agreement, a Services Agreement between Client and REBEL 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 REBEL 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. REBEL 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.

K. Taxes: Client will pay, reimburse, and/or hold Rebel harmless for all sales, use, transfer, privilege, tariffs, excise, and all other taxes and duties (other than as related to Rebel’s income), whether international, national, state, or local (however designated), which are levied or imposed by reason of the performance of the deliverables.

L. Payment: Unless otherwise set forth in the Services Agreement, payment will be due upon receipt of the invoice. 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. Except that, billing for media spends will be on the first of the month in the month prior to when the spend is to occur. 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 Rebel shall be in U.S. Dollars in the form of company check, cashier’s check, or electronic wire transfer. Payments made by credit card shall be subject to a 3% processing fee. 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, Rebel retains the right to stop work and/or suspend services after five (5) days’ written notice (email communication sufficient) until payment is made. Further, Rebel 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 Rebel 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.

M. Limitation of Liability: IN NO EVENT SHALL REBEL 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 HMG’S PRODUCTS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF REBEL EXCEED ANY COMPENSATION PAID BY YOU TO REBEL FOR ITS PRODUCTS OR SERVICES.

N. Disclaimer of Warranty: THE PRODUCTS AND SERVICES ARE PROVIDED on an “AS IS” and “AS AVAILABLE” BASIS AND REBEL EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Included in this disclaimer is any guarantee regarding search engine rankings. Notwithstanding the foregoing, if the deliverables to be provided to Client under the Services Agreement were custom web application development, Rebel does warrant that any programming code developed by Rebel 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, Rebel 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, Drupal, Joomla or WordPress, and changes to that system result in the inability of the Rebel code to properly interact with the system, REBEL shall not be responsible for fixing same. Additional programming work may be requested by Client under separate contract at then current billing rates.

O. 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.

P. 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 REBEL 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 07/15/17