Rebel 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, together with your signed Proposal (hereinafter “Service Agreement”) and any Change Orders constitute your entire agreement with Rebel (hereinafter the “Agreement”).  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 from you for day-to-day communications. This person will be responsible for: i) gathering your company’s data, files, or other content required for Rebel to complete its deliverables; ii) attending conference calls or meetings at key intervals with Rebel; and iii) 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 legally authorized to make decisions on your company’s behalf. As such, Rebel will move forward with work authorized by this point of contact and Client shall be responsible for payment for such services.

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

C. Content: Unless otherwise specifically stated as a part of the deliverables in the Service 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 Service 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. Logos, graphics, and/or photographic images should be supplied in an electronic acceptable format, such as high-resolution .jpeg. 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.

If written copy is not addressed in the Service Agreement and Client requires 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 before publication.  Client must ensure that the content is factually accurate and not false or misleading.

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 and warrants that such content is not in violation of any third party’s copyright(s), trade or service marks or other intellectual property rights. Further, client assumes responsibility for the accuracy, spelling and truthfulness of all content it provides to Rebel.   All Client-provided 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.

Where Rebel has agreed to develop a website, video, web, mobile or social media application, email template, etc., such deliverables may require the purchase or license of fonts, photographs, background music, video clips, APIs, plug-ins or other items from a third party. The cost of same is NOT included in the pricing set forth in your Service 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 items that Client (or Rebel on behalf of Client) licenses from a third party to be placed deliverables 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.

D. Design: What is Included/Not Included: Unless otherwise specifically stated as a part of the deliverables in your Service 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 Service Agreement will be considered a change order request 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. Third party providers: Client will be billed for all third party costs, including but not limited to domain name purchases, website hosting fees, ESP (email service provider platforms) such as Mailchimp or ConstantContact, CMS (content management system) licenses such as WordPress or Joomla, social media advertising platforms and telephone and SMS messaging platforms.  Some providers charge based on the volume of the number of email sends, posts, ads placed, calls made or messages sentClient will be charged for any overages caused by Client’s exceeding a specified number of sends, posts, ads and the like.

G. Cancellation fees: Where Rebel has purchased licenses, ads or media placements from third parties 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 required from those third parties and also shall be responsible for Rebel’s time spent having to process such cancellations at the rate of $150/hour.  Media clients:  Note that when Rebel negotiates spends with media outlets, some provide more favorable pricing where the spend is for a longer period of time or for a specified number of placements.  If you cancel your agreement, you will be responsible for any short rate (cancellation) fees charged by these media outlets.

H. Retainer clients: If you are on a monthly marketing retainer, in most cases you will be advised in your Service Agreement the maximum number of monthly marketing hours you are allotted.  We strive to use up to your maximum allotted hours per month; however, occasionally, this is not possible because we are awaiting content or approvals from you for the proposed marketing initiatives or you may have asked to defer some hours in anticipation of a large future initiative.  Except as otherwise specified in the Service Agreement, if you do not use all marketing retainer hours in a month, unused hours may roll forward only to the next month.  If they are not used in the following month, they are forfeited.  If you exceed the maximum number of hours in a month, Rebel, at its discretion will either reduce your bank of hours for the upcoming month or bill you at the rate of $150/hour for any overages.

I. SEO/PPC clients:

1. Client acknowledges the following with respect to SEO services from Rebel:
1.1 Rebel has no control over the policies and ranking algorithms of search engines with respect to the type of sites and/or content that they accept now or in the future. Client’s web site may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory.
1.2 Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, Rebel does not guarantee No.1 positions or consistent top 10 positions for any particular keyword, phrase, or search term.
1.3 Google has been known to hinder the rankings of new websites (or pages) until they have proven their viability to exist for more than “x” amount of time or have enough back link strength. Rebel assumes no liability for ranking, traffic, indexing issues related to such penalties. Consequently, client understands that ranking new websites is much more difficult than ranking old and established sites and he should not have unrealistic expectations about rankings, traffic and revenues.
1.4 Occasionally, search engines will drop listings for no apparent reason. Often, the listing will reappear without any additional SEO efforts.
1.5 A website search engine ranking can fluctuate any day, any time because of on-going changes in the ranking algorithm, SEO efforts made by the competitors or both.
1.6 Rebel makes no guarantee/warranty of project timelines or added expenses if SEO work is destroyed either wholly or in parts, either knowingly or unknowingly by any party other than Rebel or without the prior consultation of Rebel.
1.7 Rebel is not responsible for the Client or any of its affiliates overwriting SEO work. The Client will be charged an additional fee for re-constructing, re-optimizing content/web pages, based on the hourly rate of $150 per hour.

2. Client acknowledges the following with respect to Pay-Per-Click (PPC)/Paid Search Services from Rebel.
2.1 Rebel accepts no responsibility for policies of PPC Advertising Networks, third-party search engines, directories or other web sites that Rebel may submit to with respect to the classification or type of content it accepts, whether now or in the future. Client’s website or content may be excluded or banned from any third-party resource at any time. Client agrees not to hold Rebel responsible for any liability or actions taken by third-party resource under this Agreement.
2.2 Rebel does not guarantee position, consistent positioning, or specific placement for any particular PPC keyword, phrase or search term. Client acknowledges that Rebel’s past performance is not indicative of any future results client may experience.
2.3 Client acknowledges that PPC Advertising may be subject to the individual advertising network’s policies and procedures. Changes to these policies may require added resources employed by Rebel to adhere to these changes. The Client may be charged an additional fee for making these updates, based on the hourly rate of $150 per hour.
2.4 Client acknowledges that any of the PPC advertising networks, search engines, directories or other resources may block, prevent or otherwise stop accepting submissions for an indefinite period of time.
2.5 Client acknowledges that PPC advertising networks or search engines may drop listings from its database for no apparent or predictable reason. Rebel shall re-submit resources to the search engine based on the current policies of the search engine in question.
2.6 Rebel will endeavor to make every effort to keep client informed of any changes that Rebel is made aware of that impact any of the PPC Campaign and Strategy and the execution thereof under this Agreement.
2.7 Client acknowledges that Rebel cannot guarantee the exact placement of client’s advertising; its availability or availability related to the funds in the client’s account.
2.8 Payment for media that Rebel is running on behalf of client shall be paid for in advance running unless special payment arrangements have been made and stipulated in the Service Agreement. In the event that there is a lag in payment or lack of adequate funds in a third-party account (e.g. Google, Yahoo), Rebel reserves to right to pause advertising until accounts are made whole.
2.9 Development of text ads and/or banner ads in support of PPC campaign will be outlined specifically as a part of the deliverables in the SOW with Rebel.

J. 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 regarding 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. Designs/Written Copy:  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 artwork, designs or written copy Rebel has created for Client as a part of its deliverables. At the request of Client and subject to a charge of $150/hour for assembling and preparing the materials for delivery, Rebel 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.
d. Websites, web and mobile applications:  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 to the front end design of any website, web or mobile applications; however, Rebel will retain ownership of all custom back-end programming.  Client, however, will be given a world-wide, royalty-free, non-exclusive, transferable, and perpetual right and license to the programming including, but not limited to, the right to modify, amend, and change the programming and create derivative works.  If Client would like to have their website or web application “packaged” up and electronically delivered, this is an additional charge and Client will be billed $150/hour for same.

K. Changing Hosts: Should Client wish to move its website/web application to another server/host from the original hosting source, Client will be provided 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 and will still be responsible for the charge for packaging the website/web application. 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.

L. Term and Termination: Unless otherwise specified in the Service Agreement, the Service Agreement between Client and Rebel shall be effective as of the date that Client executes the Service 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 Service 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 Service Agreement and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice.  In the event of Client’s termination for claimed breach by Rebel, 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.

M. 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.

N. Payment: Unless otherwise set forth in the Service Agreement, payment will be due upon receipt of the invoice.  Unless otherwise set forth in the Service Agreement, all ongoing monthly program costs will be billed on the first day of the month for that month’s services.  Quarterly website hosting costs will be billed the month prior to the start of the quarter.  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 Service Agreement involving recurring monthly program costs or a marketing retainer, 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 due to the 30-day notice period).  Client will not be refunded for pre-paid hosting fees if Client terminates the Service Agreement.  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) until full payment is received. Client shall reimburse Rebel for travel and any related expenses.  Rebel will advise Client if travel expenses are expected to exceed $100.

O. Indemnity: Client agrees to indemnify and hold harmless Rebel, its owners and employees from and against all allegations, claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses (including without limitation attorneys’ fees and costs) which arise out of, relate to Rebel’s use of materials furnished by Client (including but not limited to, logos, slogans, trademarks, written content, photographs, video, music and fonts).  Information or data obtained by us from you to substantiate claims made in marketing deliverables shall also be deemed to be “materials furnished by you.”   Such claims may include claims for invasion of privacy, defamation, patent, trademark copyright or other intellectual property claims.  Additionally, Client agrees to indemnify and hold harmless Rebel, its owners and employees against any and all allegations, claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses (including without limitation attorneys’ fees and costs) which arise out of, relate to business ideas, innovations, concepts, websites, web-based applications and the like that Client has generated and has asked Rebel to develop or implement.  For example, if you have an idea for a web application, we develop it, and it is determined that the application’s functionality violates another company’s patent, you will indemnify Rebel for any claims instituted by the third party.  Rebel does not take responsibility for determining whether your business ideas, business plans, concepts or innovations may interfere with another party’s rights or are otherwise in compliance with applicable law.  You warrant that any business ideas, business plans, concepts or innovations that you have presented to Rebel and asked Rebel to create deliverables for are compliant with applicable federal, state and local laws, rules and regulations.

P. 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 REBEL’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.

Q. 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. Notwithstanding the foregoing, if the deliverables to be provided to Client under the Service 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 unable to function in a manner defined by the Service Agreement 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: 1) the Client or Client’s designees have gone into the back-end code and made changes; or 2) a third party component that has been made a part of the deliverables has been updated or changed by the third party component owner after the go live date 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.  Unless otherwise specifically noted in the Service Agreement, Rebel does not warrant that any deliverables, including but not limited to website, created for Client are ADA-compliant.  ADA-compliant websites require significant additional programming; therefore, the development of an ADA-compliant website  must be specifically agreed to.

R. 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.

S. 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.

08/31/17