RSM Marketing Terms and Conditions
[DBA: Hydraulic Studio, 360ideas, 360Wichita, 360KC, 360Dallas, 360FtWorth, 360OklahomaCity.com, Air Capital Drone Company, Unravel]
Corporate Billing Address: 400 S Commerce, Wichita, KS 67202, Ofﬁce (877) 360-7070
Our ofﬁce hours are from 8:00am to 5:00pm CST M-F. Please call (877) 360-7070 during business hours to schedule an appointment.
By signing to accept the fees shown on the reverse side of this page, you are making an agreement with RSM Marketing (RSM, we, or us) to employ RSM to design, build, purchase, host, consult on and/or maintain any promotional page, web site, print project, application, domains, presentation, photography project, videography, copywriting project, or other marketing services on this document and any attached proposals/forms.
Ownership of RSM Materials:
This provision excludes Website or printed graphics, page layout and copy provided or produced in conjunction with full-service web site design, identity packages and print projects. Ibex CMS is a proprietary software product belonging exclusively to RSM and may be leased on an annual basis to client except in the instance that RSM provides explicit written consent otherwise. Web site design projects not paid for in full will remain property of RSM. All material developed by RSM including but not limited to virtual tours, images, still photography, graphics, page layouts, links, and advertising copy shall remain the sole property of RSM and shall not be reproduced or repub-lished in any form without the expressed written consent of RSM. This provision shall survive the termination of this agreement. RSM shall have the right to use such material without limitation in the promotional and other legitimate business purposes of RSM and any subsidiaries or afﬁliates. We will not knowingly use copyrighted materials of any kind, unless you or your company holds the copyright or has obtained expressed permission in writing to include such material in your advertising. RSM does not accept responsibility for any usage of copyrighted materials provided by you. You warrant and represent that no materials provided by you to RSM will infringe the rights of, or damage any third party. Further, we reserve the right to take any action required to comply with applicable intellectual property law including but not limited to the Digital Millennium Copyright Act. RSM retains unlimited rights to use work produced for you to promote RSM in new business efforts, respecting other clauses herein.
Outsourced Marketing Department, marketing technology subscriptions and ongoing maintenance work are billed a month in advance for the work committed.
For any subscriptions, marketing technologies, or scoped projects paid or due to RSM, you are obligated to pay for forty-five (45) days after termination or “kill” notice is given. Some technology subscriptions may have a minimum term of one year which will still be honored.
In cases where RSM has provided a great deal of work disproportionately in excess of the monthly amount of the subscription or in the scoped project, RSM will total all time, materials and other expenses incurred to date and reconcile that outstanding balance with your payments made. Any overage due RSM will be billed to you. If you fail to pay this amount, the entire subscription/scoped project balance per this or any other Agreement with RSM will be due in full.
(IF APPLICABLE) RSM will design, build, host and maintain advertising for your lawful business within site/servers for a varying period of up to one year beginning thirty (30) days after initial contract signing. You have the option to extend this agreement by paying a renewal fee and upon terms agreeable to both parties, to be negotiated no later than the expiration of this contract or any extension thereof. Payment of renewal charges by you for any recurring service shall constitute acceptance of this agreement as to such renewal period.
HOSTED SERVICES Disclaimer (to the extent permitted by applicable law): RSM AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY, OR COMPLETENESS OF ANY SERVICES OR ANY CONTENT. RSM AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARD-WARE, SOFTWARE, SYSTEM, OR DATA; (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH OUR SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (E) ERRORS OR DEFECTS WILL BE CORRECTED; OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MER-CHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY US AND OUR LICENSORS.
RSM’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNI-CATIONS. RSM IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES of RSM, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR, OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The down payment and remaining balance due for annual promotion, design, photography or consulting services and hosting fees are to be paid as due, for services to be rendered. RSM shall be entitled to unilaterally terminate this Agreement and not provide the service applied for until agreed upon up-front payments are made. RSM shall be entitled to unilaterally terminate this Agreement and not provide the service applied for if payment is fraudulent or delinquent. RSM shall not be obligated to provide refunds or credits for any terminated or cancelled services for any reason resulting from your non-performance. If this agreement is terminated due to fraudulent or delinquent payment, you shall be liable for payment(s) still due for work performed by RSM. You assume responsibility for all collection and legal fees necessitated by default in payment. Down payment and payment terms are articulated on the reverse side of this agreement.
You have the right and responsibility to review all RSM invoices and question any items billed. You have 30 days from date of invoice to contact RSM to discuss, dispute and resolve any billing issues. After such time, both you and RSM agree that billed invoices fairly and accurately reﬂect the work done by RSM along with all costs incurred by RSM, and you no longer have the opportunity to dispute charges.
Accounts sixty (60) days past due will be assessed a 3-9% ﬁnance charge which shall be accrued on the ﬁrst day of all succeeding months that said account is delinquent. By signing this agreement you authorize RSM to charge past due payments for services to the provided credit card information at our discretion. Accounts delinquent ninety (90) or more shall be reported to a credit agency, may be subject to legal proceedings and service with RSM may be suspended.
Any late fees, interest or other surcharges incurred by RSM for completed work on your behalf or which you have not paid will be passed on to you by RSM.
Should your accounts receivable due age past thirty (30) days from the invoice due date, RSM reserves the right to stop all work and cancel all media schedules, production and other workﬂow until your account becomes current.
For any work that is postponed or cancelled at your request, RSM shall have the right to demand full payment, or to bill pro rata for the work completed through the date of the cancellation or postponement request by you. Full or pro rata payment is due within 30 days of your request to stop or postpone work. Down payments on purchases made by us for you are non-refundable. You agree that you or your successors, acquiring parties or transferees will continue to make payments for our services as this agreement identiﬁes in full regardless of the closing or sale of your business.
Domain name transfer requests as a result of termination of services by either party will only be completed upon client payment of any outstanding balances in full, a domain transfer fee of $75.00 and domain renewal fee of $35.00 per domain name. Additionally domain name fees associated with domain names not cancelled 60 days prior to renewal date will be due in full for year renewed.
In cases where RSM’s vendors provide work for you as ordered by RSM and approved, either verbally or in writing by you, RSM reserves the right to withhold your remittances for these vendor expenses until you pay RSM for its work. Any fees your remit will ﬁrst be allocated to RSM fees and then to production and media fees, even if otherwise designated by you.
Audiovisual products such as videos, photography and audio ﬁles – raw and ﬁnished – will be stored by RSM at no cost to you in the year they are produced. In subsequent years charges to store these ﬁles will be billed. You will have the opportunity to take possession of said ﬁles en lieu of paying storage fees.
RSM makes no performance representations nor guarantees of anticipated, desired or targeted results. RSM’s work is non-re-course.
Compliance with Law:
In the event that RSM may at any time in good faith believe or suspect that our services are being utilized for unautho-rized purposes of any kind (including but not limited to: pornography, vulgarity, hate, hacking, spamming, or any other illegal activities) we may immediately discontinue such services to you without notice, refund, credit, or liability of any kind. Further, you warrant and represent that you will not use RSM services for any unlawful purpose, including but not limited to the unlawful export of anything, doing business with any federally unpermitted or debarred third party or state, or any violation of any other applicable law.
You agree to indemnify and hold RSM, its licensors and each such party’s parent organizations, subsidiaries, afﬁliates, ofﬁcers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of our services or your contributions infringes the rights of, or has caused harm to, you or to any third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your users and customers of these terms and conditions. (iv) a claim arising from non-compliance with Corporate Franchisor, Licensor or governing body such as the Federal Trade Commission.
Changes in Terms of Agreement:
RSM reserves the right to make changes to the terms and conditions of this agreement upon thirty days’ notice to you, advising of the change and the effective date thereof. Your use of our services following the effective date of such change shall constitute your acceptance of such changes.
Conditions and Governing Law:
The application, quote, and the Agreement constitute a legal and binding agreement between you and RSM and shall be interpreted according to the laws of the State of Kansas. Any legal action with regards to this agreement shall be brought only in Sedgwick County, in the State or Federal Court of appropriate jurisdiction lying within the State of Kansas, county of Sedgwick, City of Wichita. This agreement does not extend rights to any other person or entity. You are responsible for payment of all fees associated with this agreement plus any legal, attorney, or collection fees that may be accrued because of your failure to pay as agreed. These fees are non-transferable and are owed regardless of your business/ﬁnancial status unless otherwise agreed in writing by you and us.