Ray Hill Media Inc. Agency Master Service Agreement 

 

This agreement is made between “The Subscriber” / “The Client”  and “Ray Hill Media Inc”. 

 

Ray Hill Media Inc. (RHM) will be referred to as “The Agency” and/or RHM in this agreement.

 

The Subscriber/Client will be referred to as “The Subscriber” and/or “The Client” in this agreement.

 

This agreement is in effect as of the date of subscription.

 

By subscribing to any of our services you understand and agree to accept and adhere to the following terms and conditions as stated in this policy (hereafter referred to as ‘Master Service Agreement’), along with the terms and conditions as stated in our Privacy Policy & Terms of Services (please refer to the Privacy Policy and Terms of Services section below for more information).

We reserve the right to change this Master Service Agreement from time to time without notice. You acknowledge and agree that it is your responsibility to review this Master Service Agreement periodically to familiarize yourself with any modifications. Your continued use of our services after such modifications will constitute acknowledgment and agreement of the modified terms and conditions

Authorization

The client is engaging the agency as an independent contractor for the purpose of providing any or all of the following services: Advertising & Creative Services, Internet Marketing Services, Social Media Marketing Services, Website & Applications Services, Financial Consulting, and or not limited to Hospitality Management as listed in detail below in the ‘Description of Services and Processes’.

The client hereby authorizes the agency to access their social media accounts, website back-end and any other accounts necessary to complete the services henceforth mentioned.

The client also authorizes the agency to publicize the completed website, graphics and other works to web search engines, as well as other web directories, indexes and social platforms, and to promote RHM with a link back located on a visible but unobtrusive section of the website.

Description of Services and Processes

 

Website Specifications

Websites designed and/or developed by RHM will consist of HTML and PHP coding unless otherwise noted. The site will provide general information about the client without the need of consent supervision. RHM will provide support and general website upkeep as needed. If the client needs more than general upkeep the client is required to pay a fee for whatever is changed.

1. RHM will plan, code, and design a website for individual or corporate use to the specifications required by the client. The client is required to either give exact specifications or have RHM do their best to meet the general requirements laid out by the client.
2. The estimates/quotes referencing this agreement is only referring to the site specifications given by the client at the time this agreement was last updated. Additional work not included within this agreement will require further payment deemed necessary by RHM. If the web site requires revisions the client will be billed accordingly and a new invoice will be issued.
3. The process for the presentation of graphics consists of RHM providing drafts and asking for feedback from the client. The client then gives feedback or approves of the images being used before they are put in place. It is assumed that 2 rounds of this process will suffice for image creation.
4. All content on the website will be provided by the client for RHM to use. This content will be displayed as final drafts on the website and should be pre-read and checked by the client before issuing for use with the website. The content should be labeled depending on the placement that it is needed on the site. For example, the” About Us” content should contain information about the individual or corporation and be labeled as such.
5. To maintain our portfolio credentials and integrity we, RHM, shall be entitled to place an unobtrusive credit with a hypertext link to our website in the footer on each. RHM is also entitled to reproduce samples of the client’s website in our portfolio and in our marketing material.

Managed Services

Managed Services refers to RHM’s pre-selected group of the most requested services for fully maintaining and developing an organization’s digital marketing requirements. Pricing/Billing is based on the standard rates in the pricing section (“See pricing on the webiste for more details”), and/or applicable authorized coupons/discounts. The following is a detailed breakdown of what a managed service may be comprised of:

Please be advised that prices are subject to change without notification. Prices are all in USD.

Tier 1 Managed Services

Our most cost-effective package.Tier 3 Managed Services

Project & Task Completion Dates

The agency and the client must work together to complete assigned projects and tasks in a timely manner. Any time for performance or milestone time or date set forth in the client portal/project management tool is approximate only. RHM will use its reasonable endeavors to perform within or by the time or date given but makes no guarantee in respect of times or dates given. If RHM revises any time or date given within the client portal/ project management tool, RHM will advise you of the new approximate time
or date as soon as reasonably practicable.

Assignment of Projects

RHM reserve the right to assign subcontractors to a project/task ensure the right fit for the job as well as on-time completion. RHM will bring to the attention of the client if any subcontractors will be used to work on the client’s project/task and that subcontractor will be required to sign an NDA before any information is given and before any work is assigned to the subcontractor.

Single Point of Contact

The single point of contact is considered to be the client’s representative on file at the time of subscription sign-up. Multiple contacts may be assigned at a later date once added to the client portal. All changes, updates, approvals, and modifications should come through this person in order to keep the project on task and on time. Any inquiries made outside of this point of contact will be pushed through the point of contact for verification.

Price Estimates and Payment Arrangements

All subscriptions are subject to a start-up and preparation fee of USD$ 999.99 unless otherwise negotiated and/or an authorized coupon code is applied.

The monthly payments after the initial startup costs will be based on the subscription of choice plus applicable taxes. Add-ons decided upon between the client and agency will be additional to the monthly payments. The full amount as invoiced is payable before or on the fifth day of the month.

Payments can be made via check or on-line via credit card or Paypal. If a payment is made on-line using a credit card, Paypal account, or any other means of electronic payment, the payment may be susceptible to fees charged to process the payment.

Delinquent bills will be assessed a $15 charge if payment is not received within 15 days of the due date. If an amount remains delinquent 30 days after its due date, an additional 10% penalty will be added for each month of delinquency. If an amount remains delinquent 120 days after its due date, RHM reserves the right to remove the webpage(s) from viewing on the Internet until final payment is made. Any items created by RHM including logos, mock-ups, website designs, and domain names remain property and copyright of RHM until the payment is paid in full by the client.

In case collection proves necessary, the client agrees to pay all fees incurred by that process. This agreement becomes effective only when the subscription is initiated.

Legal Information

RHM does not warrant that the functions contained in the website will be uninterrupted or error-free. The entire risk as to the quality and performance of the web pages and website is with the client or hosting company provided to the client by the agency.

In no event will RHM be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these web pages or website, even if RHM has been advised of the possibility of such damages.

If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

Sole Agreement

The agreement contained in this ”Master Service Agreement” constitutes the sole agreement between the agency (RHM) and the client regarding the agency’s services provided. Any additional work not specified in this agreement must be authorized by a written change order. All prices specified in the subscription will be honored for six (6) months after the date of the initial subscription. Continued services after that time will require a new agreement.

Copyrights and Trademarks

The client represents to RHM and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to RHM for inclusion in web pages or graphic designs are owned by the client, or that the client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend RHM and its subcontractors from any claim or suit arising from the use of such elements furnished by the client.

Intellectual Property

RHM is and remains the owner of all intellectual property rights of any kind (including moral rights): wherever subsisting; whether or not in a material form; whether registered or unregistered; whether created and in existence before or after the Date; and whether developed or created by RHM specifically for the purposes of the subscription or otherwise, including but not limited to all drawings, technical data or designs that are owned, created or developed by RHM and used by RHM in relation to the subscription.

Laws Affecting Electronic Commerce

From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend RHM and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client’s exercise of Internet electronic commerce.

Copyright to Web Pages

Copyright to the finished assembled work of web pages and graphic content produced by the agency (RHM) is owned by RHM until final payment of this contract, the client is assigned rights to use as a website, the design, graphics, and text contained in the finished assembled website and documents. RHM and their subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios.

The subscriber agrees to the terms of this agreement on behalf of his or her organization or business.

Subscribing to our services acknowledges that you have read and agreed to all of the above in cooperation with RHM in production and deployment of the agreement described above. Subscribing to our services also acknowledges that if under any circumstances you cannot afford to pay the remaining balance the client forfeits any deposits and will have everything designed by RHM revoked and the agreement will be terminated until the client can pay the remaining balance in full.

All terms of this agreement are contingent upon strike, accidents, or other causes beyond our control.