This Policy constitutes an Agreement between Red Earth Design, Inc. and its clients. This Agreement represents the complete agreement and understanding between Red Earth Design, Inc. and its Clients and supersedes any other written or oral agreement except a specific contract signed by both Red Earth Design, Inc. and a client.
We reserve the right to modify these policies at any time, effective upon posting the modified document to this URL: http://www.redearthdesign.com/red-policy/
You will be notified of this by an announcement on our website and invoices. If you do not agree with any of the modifications made then you must contact us immediately. Failure to do this will constitute as your binding acceptance of the change.
ARTICLE I. TERM OF CONTRACT
Section 1.01. This agreement will become effective on November 1, 2005 and will continue in effect unless terminated in accordance with the provisions of Article 6 of this agreement.
ARTICLE 2. INDEPENDENT RED EARTH DESIGN, INC. STATUS
Section 2.01. It is the express intention of the parties that Red Earth Design, Inc. is an independent contractor and not an employee, agent, joint venturer, or partner of its clients. Nothing in this agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between a client and Red Earth Design, Inc. or any employee or agent of Red Earth Design, Inc. Both parties acknowledge that Red Earth Design, Inc. is not an employee for state or federal tax purposes.
Section 2.02. As Red Earth Design, Inc. is not an employee of a client, Red Earth Design, Inc. is responsible for paying all required state and federal taxes. In particular: Client will not withhold FICA (Social Security) from Red Earth Design, Inc.'s payments; Client will not make state or federal unemployment insurance contributions on Red Earth Design, Inc.'s behalf, Client will not withhold state or federal income tax from payment to Red Earth Design, Inc.; Client will not make disability insurance contributions on behalf of Red Earth Design, Inc.; Client will not obtain workers' compensation insurance on behalf of Red Earth Design, Inc..
Section 2.03. This agreement will be governed by and construed in accordance with the laws of the State of Missouri.
ARTICLE 3. SERVICES TO BE PERFORMED BY CONTRACTOR
Section 3.01. If required to perform services the client hereby authorizes Red Earth Design, Inc. to access the client's hosting service account on an Internet Service Provider (ISP), and authorizes the hosting service to provide Red Earth Design, Inc. with 'full access' to the client's account and any other programs needed for this project that are included as part of the client's service agreement/level.
Section 3.02. Original web site content specifically requested by the client and designed under work for hire shall be the intellectual property of the client once final payment under this agreement and any additional charges incurred have been paid. Rights to clip art, photos, graphics, source code, work-up files and computer programs that are not specifically requested and designed under work for hire are not transferred to the client, and remain the property of their respective owners. Red Earth Design, Inc. and its subcontractors retain the right to display graphics and other web design elements as examples of their work in their respective portfolios.
Section 3.03. Red Earth Design, Inc. does not warrant that the functions contained in the project will be uninterrupted or error-free. Red Earth Design, Inc. also disclaims any warranty of merchantability or fitness for a particular purpose. In no event will Red Earth Design, Inc. be liable to the client or any third party for any damages, including, but not limited to service interruptions caused by Acts of God or any other circumstances beyond our control, any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate a project, failure of any service provider, of any telecommunications carrier, of the Internet backbone, of any Internet servers, your or site visitor's computer or Internet software, even if Red Earth Design, Inc. has been advised of the possibility of such damages.
ARTICLE 4. COMPENSATION
Section 4.01. Red Earth Design, Inc. shall submit invoices for all services rendered.
Section 4.02. Red Earth Design, Inc. shall be responsible for all costs and expenses incident to the performance of services for a client including, but not limited to, all costs of equipment provided by Red Earth Design, Inc., all fees, fines, licenses, bonds or taxes required of or imposed against Red Earth Design, Inc. and all other of Red Earth Design, Inc.'s costs of doing business.
Section 4.03. Payment by the client is due and payable within 30 days of receipt of the bill. If payment is not received within said 30-day period, the client will be assessed a late charge equal to 1.5 % of the unpaid amount per month computed from the due date of each payment, or the maximum rate permitted by state law.
Section 4.04. Returned checks are subject to a charge of $25.00 regardless of amount.
Section 4.05. Final payment is due upon completion of the project. The client understands that Red Earth Design, Inc. may not be providing any hosting services in connection with this project. The client will be solely responsible for all hosting service charges. Red Earth Design, Inc. reserves the right to remove any project from viewing on the Internet until final payment is made. In case collection proves necessary, the client agrees to pay all fees incurred by that process.
ARTICLE 5. COPYRIGHT, TRADEMARKS, AND ELECTRONIC COMMERCE LAWS
Section 5.01. The client unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Red Earth Design, Inc. for inclusion in the project 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 Red Earth Design, Inc. and its contractors from any claim or suit arising from the use of such elements furnished by the client.
Section 5.02. The client agrees that the client is solely responsible for complying with such laws, taxes and tariffs, and will hold harmless, protect, and defend Red Earth Design, Inc. and its subcontractors from any claim, suit, penalty, tax or tariff arising from the client's exercise of Internet electronic commerce.
ARTICLE 6. TERMINATION OF AGREEMENT
Section 6.01. This agreement may be terminated by either party at any time by giving 30 days written notice to the other party.
ARTICLE 7. WAIVER OF CONTRACTUAL RIGHT
Section 7.01. The failure of either party to enforce any provision of this agreement shall not be construed as a waiver of limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this agreement.