Terms and conditions
The person placing the order on RedKnightwebsites.com serves as the signer of this agreement and has the authority to execute this document on behalf of company named on the order submitted by them on RedKnight Websites. The client and RedKnight agree to be bound fully by the covenants specified on this agreement and any attachments here in, including but not limited to the Copyright warranty agreement and hosting service terms. Under the terms and conditions of this agreement GDK Marketing, LLC an independent contractor, here after named as provider, and company and/or individual placing the website order, which hereafter will be names as client, as follows:
Invoice and payment of fees terms
This agreement represents the order for all services and development costs herein. This agreement shall have a term of one year unless otherwise terminated under interpretation of Agreement terms. After which an annual agreement shall be entered upon, this contract will be default renew every year unless changes are made by either party. The client shall pay for all solutions, services and any other costs specified in this Agreement and in the approved proposal. The client agrees to pay a non-refundable 50% (fifty percent) deposit upon execution of this agreement. Balance is due within 30 days of delivery of the solution or the service unless specified otherwise in this Agreement. The client accepts to the design and programming process to go strictly through communication using the GDK Marketing project management that will be accessible to the client upon payment of deposit. RedKnight Marketing INC will invoice the client for hosting fees as agreed in this agreement and attached proposal. The hosting fee is payable to RedKnight Marketing INC one month in advance of the first month when hosting begins. Hosting is due upon the receipt of invoice. Any additions, changes, upgrades or enhancements outside the specification of this agreement and attached proposal are exclusive to this agreement and subject to further charges. The client agrees to sign a new agreement and the provider reserves the right to apply new fees. Third party service providers may update their service, processors and products from time to time affecting the functionality of the clients complete internet solution post-completion. These changes and modifications are beyond the providers control. Upon fulfilment of the internet solution outlined herein, provider and RedKnight Marketing INC under this agreement shall not be responsible to upgrade or modify the internet solution to comply with such updates. Any such updates are subject to a new agreement with applicable fees and conditions. The client agrees to make payment upon receiving an invoice and understands that services may be suspended or terminated upon non-payment. The client acknowledges and agrees that the RedKnight Marketing INC or provider reserves the right to change monthly fees at any time providing 30 days notice to client.
Internet solution development, consulting services and maintenance terms
The client acknowledges and agrees that provider and RedKnight Marketing INC may provide websites to other businesses including those in the similar or same line of business as the client. Website production timelines may vary due to many dependencies including but not exclusive to, delay of client input and approvals of each stage of the development process. Client changes during the development process will also delay timelines and will be subject to additional changes not outlined herein this agreement. The provider reserves the right to restrict all changes to the proposal until after this agreement and the approved proposal have been fulfilled in order to deliver the solution to the client in a timely manner. In no event shall RedKnight Marketing INC, its providers or its agents, be liable to the client for any damages, whether direct, indirect, consequential, exemplary, punitive or otherwise, arising out of any services provided or arranged by the provider. RedKnight Marketing INC and the provider shall not be liable for any error, omission, defect or deficiency in any service or solution, which may result from, but not exclusive to, the clients failure to provide complete, accurate and current information to the Provider or RedKnight Marketing INC. With the exception of trademarked, copyrighted or other proprietary information regarding pictures, images or logo that directly identify the client, the client grants RedKnight Marketing INC and the provider an indefinite, irrevocable, royalty free, unrestricted right to use, transfer, modify and maintain content on the clients website while hosted with RedKnight Marketing INC.
Although RedKnight Marketing INC and the provider shall have the right to approve the design, content and links to and from the clients website, RedKnight Marketing INC and the provider assumes no responsibility to do so. The client agrees that RedKnight Marketing INC and the provider have fulfilled the internet solution outlined in the proposal upon final client sign off. The client agrees to hold no ownership rights to website development code of leased or subscription solutions or services such as, but not limited to the content management system, RedKnight Marketing software or any other website solution developed or provided by RedKnight Marketing INC. In case of bankruptcy of RedKnight Marketing INC, client will have access to all database information required to be able to rebuild the site with the help of a 3rd party programmer or developer. Upon request the client will be sent backup files of website, RedKnight Marketing INC or provider shall deliver such files within 3 business days of receiving this request. These files will include all information stored in the websites database and can be used to restore the website in a different software.
Hosting and subscription Services terms
Under no circumstances shall RedKnight Marketing INC, its providers or its agents be liable to the client for any network interruptions beyond RedKnight Marketing INC control, including without limitation, any downtime regarding computer server or interruption of internet service providers. RedKnight Marketing INC reserves the right to control and restrict any content on the clients website and shall have sole discretion to terminate hosting and or subscription services, without advance notice due to any information deemed by RedKnight Marketing INC or its providers as illegal, tortuous, false, misleading, fraudulent, false, misleading, libellous, immoral, offensive or otherwise not in conformity with the policies and style of RedKnight Marketing INC or are unlawful or violates any apllicabble local, state, national or international law, ordinace or regulation having the force of law or by-law. The client acknowldges that RedKnight Marketing INC may unilaterally write or re-write reasonable rules and regulations necessary for the orderly operation of RedKnight Marketing INC and that the client will be bound accordingly to these terms and all other terms outlined in RedKnight Marketing INC hosting SLA. RedKnight Marketing INC will provide reasonable levels of hosting resources, including disk storage and bandwidth to the client. In event that RedKnight Marketing INC deems that resource utilization by the client is in excess of what RedKnight Marketing INC deems reasonable, RedKnight Marketing INC reserves the right to terminate the hosting services component of this agreement or levy such additional hosting fees, as it deems appropriate upon providing the client with 30 days written notice. The client agrees to provide RedKnight Marketing INC or its providers 30 (thirty) days written notice to terminate hosting or other subscription services. The client agrees that RedKnight Marketing INC reserves the right to terminate hosting and or subscription services without advance notice if the clients website solution is detrimental to the hosting environment including acts of Spam or if the website solution negatively affects server performance or other website solutions on the hosting environment.
Copyright warranty agreement terms
The client represents and warrants that: (a) the use, as contemplated by this agreement of the material supplied by the client as described in the attached proposal shall not infringe any copyright, trademark, trade secret or other third party proprietary right; and; (b) there is no impediment to the clients performance of its obligations hereunder. I do hereby grant RedKnight Marketing INC and its providers, unlimited license to use all items described herein, in all formats now known or devised in the future. Licensing right for all items described herein, except those deemed proprietary to the client are assigned RedKnight Marketing INC and its providers. I also warrant that the client named herein, will safe and hold harmless RedKnight Marketing INC, its providers, its agents, suppliers, affiliates from any and all copyright infringement judgements resulting from the unlawful use of images and property listed. RedKnight Marketing INC and its providers are not responsible for clients domain or registration thereof, RedKnight Marketing INC, it providers and affiliates are not to be held responsible for domain fees or reoccurring fees thereof.
Interpretation of agreement terms
In the event of default under this agreement, RedKnight Marketing INC shall have the right to terminate this agreement and to terminate hosting of the clients website and any other services. The client shall have no right to a refund of any kind and will be responsible for all costs and legal attorney fees incurred by RedKnight Marketing INC and its partners in connection with clients breach of this agreement.
The client agrees to hold RedKnight Marketing INC or its agents and providers harmless from and against any and all claims and damages, expenses or liability that arise from or in connection with the clients website, content or activities including but not limited to, any legal fees incurred by RedKnight Marketing INC and its providers. The client at his own cost and expenses, shall defend any and all actions, which may be brought by RedKnight Marketing INC and its providers. The clients failure to perform under the terms of this paragraph shall be deemed a waiver of any and all claims, demands or remedies, or causes of action, including specific performance, which the client might otherwise have against RedKnight Marketing INC, its partners or its agents. RedKnight Marketing INC, its providers or its agents will not be liable for lost profits, lost opportunities, indirect, incidental or consequential damages of the client under any circumstance. This agreement shall be interoperated and constructed under the laws of United States, Pennsylvania. The parties agree that any action brought by either party against the other shall be brought in Montgomery County, Pennsylvania and the parties do hereby waive all questions of personal jurisdiction or venue for the purpose of carrying out this provision. No right or remedy conferred upon or reserved by RedKnight Marketing INC or its providers is intended, and shall not be deemed, to be exclusive of any other right or remedy provided or permitted herein, by law or by equity, but each right or remedy shall be cumulative of every other right or remedy.