This Web Design and Web Hosting Agreement (this “Agreement”) also referenced as the Terms of Service (the “TOS”), is between Redmont Media LLC, a LLC formed under the laws of the State of Alabama (Redmont Media LLC) and the person (individual or legal entity) whom purchases Redmont Media LLC’s service and agrees to the Terms of Service during the set up process (the “Order”) incorporating this Agreement by reference (“Customer”). This Agreement governs Customer’s use of Redmont Media LLC’s Web hosting service.

1. Services

Subject to the terms of this Agreement, and contingent on Customer’s satisfaction of Redmont Media LLC’s credit approval requirements, Redmont Media agrees to provide the website design, development, and hosting services described in the Order for the fees stated in the Order.

Customer: You have the authority to enter this term on behalf of yourself, your company or your organization. You will give us everything we need to complete the project as we need it. You will review our work, provide feedback and approve in a timely manner.

Deadlines work two ways:

• • Customer will also bound by dates we set together
  • Customer agrees to stick to the payment schedule set out at the end of this agreement

Redmont Media: We have the experience and ability to do everything we have agreed to and we will execute in a professional and timely manner. We will meet every deadline that is set (unless otherwise discussed) and will maintain the confidentiality of all shared information.

(a) Design

We create look-and-feel designs and flexible layouts that adapt to the capabilities of many devices and screen sizes. We create designs interactively and use predominantly WordPress, WooCommerce, and Elementor so we won’t waste time mocking up every template as a static visual. We may use static visuals to indicate a look-and-feel direction (color, texture and typography.) We call that ‘design atmosphere.’

You will have plenty of opportunities to review our work and provide feedback. We will share our staging website with you and have regular contact. If at any stage you are not happy with the direction our work is taking, you have the right to cancel this agreement. You will not be given any of the work completed unless the agreed term is completed.

(b) Legal

We cannot guarantee that our work will be error-free and so we cannot be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you have advised us of them. Finally, if any provision of this agreement shall be unlawful, void, or for any reason unenforceable, that provision shall be deemed sever-able from this agreement and shall not affect the validity and enforce-ability of any remaining provisions.

2. Copyrights

First, you guarantee that all elements of text, images or other artwork you provide are either owned by you, or that you have permission to use them.

Then, when your 12-month term has ended, copyright will be automatically assigned as follows:

You will own the visual elements that we create for this project. We will give you source files and finished files and you should keep them somewhere safe as we are not required to keep a copy. You own all elements of text, images and data you provided, unless someone else owns them.

We would like to show off our work and share what we have learned with other people, so we reserve the right, with your permission, to display and link your project as part of our portfolio and to write about it on websites, in magazine articles and in books.

3.Term

The initial service term of the Agreement shall begin on the date that Redmont Media LLC receives the first month’s payment from Customer (the “Service Commencement Date”) and shall continue for the number of months stated in the Order (the “Initial Term”). Upon expiration of the Initial Term, this Agreement shall automatically renew for the same length as the Initial Term (each a “Renewal Term”) unless Redmont Media or Customer provides the other with termination notice within 30 days prior to the expiration of the Initial Term or then-current Renewal Term, as applicable. The Initial Term and any Renewal Term may be referred to collectively in this Agreement as the “Term.”

4. Payments

We are sure you understand how important it is as a small business that you pay the invoices that we send you promptly.

(a) Recurring Fees

Renewal notices are emailed seven days before the actual renew date in your account. If you have a credit card on file your card will automatically be charged two days before your renewal notice is due. If your billing method is Paypal you will need to manually pay your invoice every month. All payments submitted for services are non-refundable outside of our 30-day refund policy. Service will be made inactive on accounts that are not paid by the 7th day past due. The term “Account” describes all services provided to a customer as defined by the primary ownership email and physical address. Redmont Media LLC reserves the right to revoke this grace period if a pattern of late payment is observed or if your payment method is listed as other. All orders made with a credit card are expected to work on the monthly renewal date each month. Any accounts made inactive for non-payment are subject to a $10.00 late payment fee. Any accounts terminated due to nonpayment are subject to a $10.00 restoration fee once all past due invoices have been paid.

(b) Payment Terms

The initial term commitment for every Redmont Media LLC package is for 12 months, paid on a monthly basis.

All payments to Redmont Media LLC are nonrefundable after the first 30 days of service. If after the first 30 days of service, you request the package to be converted to a different billing cycle any additional monies will be applied to your account in the form of credits and will not be refunded. Prior to paying a renewal invoice and before your renewal date you may have your payment terms changed at no additional charge. If you wish to cancel your term after the initial 12-month commitment Customer must provide a 30-day notice of prior to the end of the 12-month term commitment. If the request is not received the package will automatically renew at the advertised price on a month-to-month term until cancelled by Customer. Any cancellation as the result of a violation of our TOS or AUP will be nonrefundable.

(c) Payment for Non-Cancelable Materials

Any non-cancelable materials, services, etc., we have properly committed ourselves to purchase for your account, (either specifically or as part of a plan such as modules, photography and/or external services) shall be paid for by you, in accordance with the provisions of this Agreement. We agree to use our best efforts to minimize such liabilities immediately upon written notification from you. We will provide written proof, upon request of Customer, that any such materials and services, are non-cancelable.

(d) Credit/Debit card and your Address on File

When an order is placed with a credit/debit card, your card is stored on file and will automatically be charged every month two days before your due date. For security purposes your address on file with us must match the address of your credit/debit card. If this address does not match, our payment gateway will not accept the transaction. If you have a credit card on file and the transaction is declined due to the address this transaction might show up as a pending charge but will not be processed through. If you have a debit card on file and the transaction is declined due to the address your bank will pull the money out of your account, but this money will be refunded back to your account by your bank. It is recommended to always store a credit card on file instead of a debit card.

(e) Taxes

At Redmont Media LLC’s request Customer shall remit to Redmont Media LLC all sales, VAT or similar tax imposed on the provision of the services (but not in the nature of an income tax on Redmont Media LLC, regardless of whether Redmont Media fails to collect the tax at the time the related services are provided.

(f) Refunds for Domains & SSL Certificates

You may cancel any domain registration (other than domains registered via drop-catching) with us within three (3) days of purchase for a full refund (minus any applicable transaction fees). You may cancel at any time after the three-day period, but no refund will be issued. SSL Certificates may be canceled within 5 days of purchase for a full refund or account credit. After the five-day grace period you may cancel your SSL certificate, but no refund shall be issued.

5. Period of Agreement and Notice of Termination

Customer acknowledges that the amount of the fee for the service is based on Customer’s agreement to pay the fee for the entire Initial Term, or Renewal Term, as applicable. In the event Redmont Media terminates the Agreement for Customer’s breach of the Agreement in accordance with Section 15b (Payment Terms), or Customer terminates the service other than in accordance with Section 15b (Payment Terms) for Redmont Media breach, the unpaid fees for each billing cycle remaining in the Initial Term or then-current Renewal Term, as applicable, are due on the business day following termination of the Agreement. Customer acknowledges that the cancellation notice or downgrade of current package is to be submitted to Redmont Media LLC prior to the following renewal date or the Customer will be responsible for full payment of the following term. The cancellation request will be subject to the following guidelines: Customer acknowledges that the amount of the fee for the service is based on Customer’s agreement to pay the fee for the entire Initial Term, or Renewal Term, as applicable. In the event Redmont Media LLC terminates the Agreement for Customer’s breach of the Agreement in accordance with Section 15b (Payment Terms), or Customer terminates the service other than in accordance with Section 15b (Payment Terms) for Redmont Media LLC breach, the unpaid fees for each billing cycle remaining in the Initial Term or then-current Renewal Term, as applicable, are due on the business day following termination of the Agreement. Customer acknowledges that the cancellation notice or downgrade of current package is to be submitted to Redmont Media LLC prior to the following renewal date or the Customer will be responsible for full payment of the following term. The cancellation request will be subject to the following guidelines:

• • Cancellation request must be submitted to the billing department
  • Cancellation request must be submitted from the main email address on file with Redmont Media LLC
  • Cancellation request must contain the domain name of the website design and hosting plan you wish to cancel

6. Acceptable Use Policy (AUP)

Customer agrees to use the service in compliance with applicable law and Redmont Media LLC’s Acceptable Use Policy (the “AUP”), which is hereby incorporated by reference in this Agreement. Customer agrees that Redmont Media LLC may, in its reasonable commercial judgment consistent with industry standards, amend the AUP and TOS from time to time to further detail or describe reasonable restrictions and conditions on Customer’s use of the Services. Amendments to the AUP and TOS are effective on the earlier of Redmont Media LLC’s notice to Customer that an amendment has been made, or the first day of any Renewal Term that begins subsequent to the amendment. Customer agrees to cooperate with Redmont Media’s reasonable investigation of any suspected violation of the AUP. In the event of a dispute between Redmont Media LLC and Customer regarding the interpretation of the AUP, Redmont Media LLC’s commercially reasonable interpretation of the AUP shall govern.

7. Customer Information

Customer represents and warrants to Redmont Media LLC that the information he, she or it has provided and will provide to Redmont Media LLC for purposes of establishing and maintaining the service is accurate. If Customer is an individual, Customer represents and warrants to Redmont Media LLC that he or she is at least 18 years of age. Redmont Media LLC may rely on the instructions of the person listed as the Primary Customer Contact on the Order regarding Customer’s account until Customer has provided a written notice changing the Primary Customer Contact.

8. Indemnification

Customer agrees to indemnify and hold harmless Redmont Media LLC, Redmont Media LLC’s affiliates, and each of their respective officers, directors, agents, and employees from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, fines, punitive damages, amounts in interest, expenses and disbursements of any kind and nature whatsoever (including reasonable attorney’s fees) brought by a third party under any theory of legal liability arising out of or related to the actual or alleged use of Customer’s services in violation of applicable law or the AUP by Customer or any person using Customer’s log on information, regardless of whether such person has been authorized to use the services by Customer.

9. Disclaimer of Warranties

REDMONT MEDIA LLC DOES NOT WARRANT OR REPRESENT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. TO THE EXTENT PERMITTED BY APPLICABLE LAW IRON PEAK MEDIA DISCLAIMS ANY AND ALL WARRANTIES INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL SERVICES ARE PROVIDED ON AN “AS IS” BASIS.

10. Limitation of Damages

NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGE OF ANY KIND, OR FOR DAMAGES THAT COULD HAVE BEEN AVOIDED BY THE USE OF REASONABLE DILIGENCE, ARISING IN CONNECTION WITH THE AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OR SHOULD BE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING ELSE IN THE AGREEMENT TO THE CONTRARY, THE MAXIMUM AGGREGATE LIABILITY OF REDMONT MEDIA LLC AND ANY OF ITS EMPLOYEES, AGENTS OR AFFILIATES, UNDER ANY THEORY OF LAW (INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY, AND INFRINGEMENT) SHALL BE A PAYMENT OF MONEY NOT TO EXCEED THE AMOUNT PAYABLE BY CUSTOMER FOR ONE MONTH OF SERVICE.

IF ANY LAWSUIT OR ARBITRATION OR OTHER LEGAL PROCEEDING ARISES IN CONNECTION WITH THE INTERPRETATION OR ENFORCEMENT OF THIS AGREEMENT, REDMONT MEDIA LLC SHALL BE ENTITLED TO RECEIVE FROM THE OTHER PARTY THE COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS FEES INCURRED IN CONNECTION THEREWITH, IN PREPARATION THEREFOR AND ON APPEAL THEREFROM, WHICH AMOUNTS SHALL BE INCLUDED IN ANY JUDGMENT THEREIN.

11. Suspension/Termination

(a) Suspension of Service.

Customer agrees that Redmont Media LLC may suspend services to Customer with or without notice and without liability.

(b) Termination.

Redmont Media LLC reserves the right to terminate the Agreement or deny services at any time with or without notice and without liability. The Agreement may be terminated by the Customer prior to the expiration of the Initial Term or any Renewal Term without further notice and without liability if Redmont Media LLC fails in a material way to provide the service in accordance with the terms of the Agreement and does not cure the failure within ten (10) days of Customer’s written notice describing the failure in reasonable detail. Termination in this manner does not absolve the customer of any required payments remaining on their initial or renewal term. The Customer may also terminate this agreement as per Section 16 and Section 17 respectively.

Either party may terminate this agreement upon five (5) days advance notice if the other party admits insolvency, makes an assignment for the benefit of its creditors, files for bankruptcy or similar protection, is unable to pay debts as they become due, has a trustee or receiver appointed over all or a substantial portion of its assets, or enters into an agreement for the extension or readjustment of all or substantially all of its obligations.

(c) Materials Unpaid For

If upon termination there exist any materials furnished by us or any services performed by us for which you have not paid us in full, until such time as you have paid us in full you agree not to use any such materials, in whole or in part, or the product of such services.

(d) Transfer of Materials

Upon termination of this agreement, (provided there are no outstanding indebtedness owed by Customer to Redmont Media LLC) Redmont Media LLC shall transfer, assign and make available to Customer all property and materials in its possession or control belonging to Customer. Customer agrees to pay for all costs associated with the transfer of materials.

12. Domains

Redmont Media LLC is not a domain registrar. We are a reseller for ENom so all Redmont Media customers who purchase a domain or transfer a domain to us are bound by the terms and conditions set forth by ENom. You will receive notice from Redmont Media LLC once your domain is up for renewal. If you do not renew your domain by the expiration date you run the risk of losing your domain. Domain names are billed as separate services and must be kept current to ensure they do not expire. If your domain name has expired, you may renew it at the regular price no more than 25 days after the expiration date. If the domain has been expired for 31 days or more it may have been auctioned off, if so, your domain is gone. If your domain was not auctioned, you may redeem the domain for a $125 fee no later than 60 days past the expiration date. Domains are not guaranteed to be renewable past 25 days of their expiration. All domains will cease to function past their expiration date until renewed. There is no grace period on domain name registrations. Should any payment dispute or charge-back arise regarding your domain name services, access and rights to your domain name will be immediately forfeited. To recover your domain name from forfeiture a reinstatement fee of $75 plus your remaining balance will be required if processed within the original expiration time.

(a) Domain Cancellation, Renewal and Refund Policy

You may cancel any domain registration (other than domains registered via drop-catching) with us within three (3) days of purchase for a full refund (minus any applicable transaction fees). You may cancel at any time after the three-day period, but no refund will be issued.

You may cancel domain renewals (other than renewals associated with Expired Domain Auctions) with us within three (3) days of purchase for an account credit (minus any applicable transaction fees). If you transfer your domain within 45 days of a domain renewal, you may not be entitled to a refund and you may also not receive any extended registration time on your domain. ALL DOMAIN RENEWAL CANCELLATIONS, OTHER THAN CERTAIN AUTOMATIC RENEWALS, WILL RESULT IN YOUR DOMAIN BEING DELETED AND PLACED INTO THE REDEMPTION PERIOD AT THE REGISTRY. THIS MEANS THAT YOU WILL NOT BE ABLE TO RENEW THE DOMAIN WITH US WITHOUT PAYING FOR A RESTORATION, OR POSSIBLY NOT AT ALL. IF YOU HAVE TIME REMAINING ON YOUR REGISTRATION IT WILL BE SACRIFICED IN TOTAL WHEN RECEIVING A RENEWAL REFUND. Important note regarding domain renewal refunds. At our sole discretion, we may choose not to issue a domain renewal refund if your cancellation rate surpasses the ratios set by our system.

13. Requests for Customer Information

Customer agrees that Redmont Media LLC may, without notice to Customer, (i) report to the appropriate authorities any conduct by Customer or any of Customer’s customers or end users that Redmont Media LLC believes violates applicable law, and (ii) provide any information that it has about Customer or any of its customers or end users in response to a formal or informal request from a law enforcement or regulatory agency or in response to a formal request in a civil action that on its face meets the requirements for such a request.

14. Back-up Copies

Redmont Media LLC provides complementary backup services for our customers. We create backups based on the package ordered by customer. Customer acknowledges that any backups provided by or for Redmont Media LLC services are a courtesy service intended for disaster recovery only and that Redmont Media LLC does not warrant or guarantee the availability, integrity, content or operability of these backups.

15. Changes to Redmont Media LLC’s Network

Upgrades and other changes in Redmont Media LLC’s network, including, but not limited to changes in its software, hardware, and service providers, may affect the display or operation of Customer’s hosted content and/or applications. Redmont Media LLC reserves the right to change its network in its commercially reasonable discretion, and Redmont Media LLC shall not be liable for any resulting harm to Customer.

16. Notices

Notices to Redmont Media LLC under the Agreement shall be given via electronic mail to the e-mail address of [email protected]. All notices, including but not limited to support or billing requests, must be submitted from a registered e-mail address on file for the customer account.

Notices to Customer shall be given via electronic mail to the individual listed as the Primary Customer Contact on the Order. It is the Customers responsibility to ensure valid and accurate contact information is supplied and updated as necessary. Notices are deemed received on the day transmitted, or if that day is not a business day, on the first business day following the day delivered. Customer may change his, her or its notice address by a notice given in accordance with this Section.

17. Force Majeure

Redmont Media LLC shall not be in default of any obligation under the Agreement if the failure to perform the obligation is due to any event beyond Redmont Media’s control, including, without limitation, significant failure of a portion of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorist activity, or other events of a magnitude or type for which precautions are not generally taken in the industry.

18. Binding Arbitration

As a Customer of Redmont Media LLC, you agree to submit to binding arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The location of Arbitration shall be selected by Redmont Media LLC at the time of the dispute.

No demand for arbitration may be made after the date when the institution of legal or equitable proceedings based on such claim or dispute would be barred by the applicable statute of limitation.

The arbitrator is not authorized to award punitive or other damages not measured by the prevailing party’s actual damages & each party shall bear its own costs, fees and expenses of arbitration.

19. Miscellaneous

Each party acknowledges and agrees that the other party retains exclusive ownership and rights in its trademarks, service marks, trade secrets, inventions, copyrights, and other intellectual property. Neither party may use the other party’s name or trademark without the other party’s prior written consent. The parties intend for their relationship to be that of independent contractors and not a partnership, joint venture, or employer/employee. Neither party will represent itself to be agent of the other. Each party acknowledges that it has no power or authority to bind the other on any agreement and that it will not represent to any person that it has such power or authority. This Agreement may be amended only by a formal written agreement signed by both parties. The terms on Customer’s purchase order or other business forms are not binding on Redmont Media LLC unless they are expressly incorporated into a formal written agreement signed by both parties. A party’s failure or delay in enforcing any provision of the Agreement will not be deemed a waiver of that party’s rights with respect to that provision or any other provision of the Agreement. A party’s waiver of any of its right under the Agreement is not a waiver of any of its other rights with respect to a prior, contemporaneous or future occurrence, whether similar in nature or not. The captions in the Agreement are not part of the Agreement but are for the convenience of the parties. The following provisions will survive expiration or termination of the Agreement: Fees, indemnity obligations, provisions limiting liability and disclaiming warranties, provisions regarding ownership of intellectual property, these miscellaneous provisions, and other provisions that by their nature are intended to survive termination of the Agreement. There are no third-party beneficiaries to the Agreement. Neither insurers nor the customers of resellers are third party beneficiaries to the Agreement. Customer may not transfer the Agreement without Redmont Media LLC’s prior written consent. Redmont Media LLC’s approval for assignment is contingent on the assignee meeting Redmont Media LLC’s credit approval criteria. Redmont Media LLC may assign the Agreement in whole or in part.

This Agreement together with the Order and AUP constitutes the complete and exclusive agreement between the parties regarding its subject matter and supersedes and replace any prior understanding or communication, written or oral.

Last updated on 09/03/2022