Terms of Service

These terms will govern all Services provided to Customer by Rellify, Inc. (the “Rellify”). One or more separate Statements of Work (SOW) will specify the Services to be provided by Rellify and Customer’s payment obligations for such Services.

1. Definitions

1.1. “Services” means the limited professional services work performed by Rellify for Customer pursuant to a Statement of Work agreed to by the parties in writing, under these terms. The schedule for Services will be agreed upon by the parties.

1.2. “Statement of Work” means Rellify’s standard form for ordering Services which specifies the Services and applicable fees. Each Statement of Work will be governed by the terms of these terms and will reference these terms.

2. Charges, Payment, and Taxes

2.1. Fees for Services. Unless otherwise expressly specified in the applicable Statement of Work: (i) Services will be provided on a time and materials (“T&M”) basis; that is, Customer will pay Rellify for all the time spent performing such Services, plus materials, taxes, and expenses; and (ii) the rates for Services will be Rellify’s standard rates in effect for the country in which such Services are provided when such Services are provided. Any monetary limit stated in the applicable Statement of Work for T&M Services will be an estimate only for Customer’s budgeting and Rellify’s resource scheduling purposes.

2.2. Invoicing, Payment and Taxes. Rellify will invoice Customer as specified in the applicable Statement of Work. If Rellify is required to pay or collect any local, value added, goods and services taxes or any other similar taxes or duties arising out of or related to a Statement of Work (not including taxes based on Rellify’s income), then such taxes and/or duties shall be billed to and paid by Customer.

2.3. Measurement Tools and Access. Key performance indicators defined within the Statement of Work will be measured by 3rd party tools such as Google Analytics and Google Search Console, and from internal metrics. Customer shall provide access to Rellify to such tools and the Customer CMS during the time agreed in the Statement of Work in order to perform Services.

2.4. Late Payments. Payments by Customer on undisputed charges that are past due will be subject to interest at the rate of one and one-half percent (1.5%) per month on that overdue balance. Customer will be responsible for any costs resulting from collection by Rellify of any such overdue balance, including, without limitation, reasonable attorneys’ fees and court costs.

3. Term and Termination

3.1. Term. These terms will commence on the Effective Date in the Statement of Work and will remain in effect until terminated in accordance with this Section 3.

3.2. Termination for Breach. A party may terminate any Statement of Work, if the other party is in material breach of these terms or Statement of Work and has not cured the breach within thirty (30) days of written notice, setting forth in reasonable detail the nature of the breach. Consent to extend the cure period for breaches other than nonpayment of fees will not be unreasonably withheld, so long as the breaching party has commenced cure during the thirty (30) day notice period and pursues cure of the breach in good faith.

3.3. Effect of Termination. Termination of any Statement of Work will not limit either party from pursuing any other remedies available to it, including injunctive relief, nor will termination relieve Customer of its obligation to pay all charges that accrued prior to such termination. The parties’ rights and obligations under Sections 2, 3, 4, 6 and 8 of the Rellify Terms of Service will survive termination of any Statement of Work.

4. Indemnities

4.1. Subject to Section 6 (Limitation of Liability), each party (“Provider”) will indemnify, defend, and hold harmless the other party (“Recipient”) against any damages claimed by a third party that any information, design, specification, instruction, software, data, or material furnished by the Provider (“Material”) and used by the Recipient hereunder infringes a U.S. patent or copyright or misappropriates any trade secret and pay all costs, damages and expenses finally awarded against the Recipient by a court of competent jurisdiction or agreed to in a written settlement signed by the Provider, provided that: (a) the Recipient notifies the Provider in writing within fifteen (15) days of the claim; (b) the Provider has sole control of the defense and all related settlement negotiations; and (c) the Recipient provides the Provider with the assistance, information, and authority reasonably necessary to perform the above.

4.2. The Provider will have no liability for any claim of infringement resulting from: (a) the Recipient’s use of a superseded release of some or all of the Material, if infringement would have been avoided by the use of a subsequent release of the Material which the Provider provides to the Recipient; (b) any information, design, specification, instruction, software, data, or material not furnished by the Provider; (c) modifications to the Material not made by the Provider; (d) any combination of the Material with material not provided by the Provider, which combination is the basis for such claim; or (e) any Material which is infringing as a result of being based on designs, specifications, or instructions provided by the Recipient.

4.3. In the event that some or all of the Material is held or is believed by the Provider to infringe, the Provider will have the option, at its expense: (a) to modify the Material to be non-infringing or replace it with non-infringing material; or (b) to obtain for the Recipient a license to continue using the Material. If it is not commercially feasible to perform either of the above options, then the Provider may require from the Recipient return of the infringing Material and all rights thereto. This Section 4.1 states the parties’ entire liability and exclusive remedy for third party allegations of intellectual property infringement.

5. Warranty and Disclaimers

5.1. Rellify warrants that the Services will be performed consistent with generally accepted industry practices. Customer must report any deficiencies in the Services to Rellify in writing within thirty (30) days of completion of the Services in order to receive warranty remedies.

5.2. The warranty herein is exclusive and in lieu of all other warranties, whether express or implied, including the implied warranties of merchantability and fitness for a particular purpose.

5.3. Remedies. For any breach of the above warranty, Customer’s exclusive remedy, and Rellify’s entire liability, will be the re-performance of the Services and if Rellify fails to re-perform the Services as warranted, Each sole and exclusive remedy shall be to recover the fees paid to Rellify for the deficient Services.

6. Nondisclosure

The parties may provide to one another information that is confidential (“Confidential Information”). Confidential Information will be limited to information clearly identified as confidential. Confidential Information will not include information which: (a) is or becomes a part of the public domain through no act or omission of the receiving party; (b) was in the receiving party’s lawful possession prior to the disclosure and had not been obtained by the receiving party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; or (e) is disclosed by operation of law, provided that the disclosing party receive notice of such disclosure and opportunity to oppose or limit it. The parties agree to hold each other’s Confidential Information in confidence during the term and after and the termination of these terms.

7. License Grants

7.1. The Services provided under these terms may be in support of Customer’s license to use computer software programs, owned or provided by Rellify, under a separate Software as a Service Agreement (“SaaS Agreement”). The SaaS Agreement will govern all use by Customer of such programs. Neither these terms nor any Statement of Work includes the grant of any license or any other rights for such programs.

7.2. Any Services acquired from Rellify will be provided separately from such program licenses, and Customer may acquire either Services or such program licenses without acquiring the other.

7.3. Rellify grants Customers a perpetual, non-exclusive, royalty-free license to use anything content optimized by Rellify for Customer under these terms. All copyrights, patent rights, and other intellectual property rights in such content is retained by the Customer. The foregoing license does not extend any subscription term under the SaaS Agreement.

8. Limitation of Liability

8.1. In no event will either party be liable for any indirect, incidental, special or consequential damages, or damages for loss of profits, revenue, data or use, incurred by either party or any third party, whether in an action in contract or tort, even if the other party or any other person has been advised of the possibility of such damages.

8.2. Rellify’s aggregate cumulative liability for damages for Services performed will in no event exceed the amount of fees paid by Customer under the applicable Statement of Work.

8.3. The provisions of these terms allocate the risks under these terms between Rellify and Customer. Rellify’s pricing reflects this allocation of risk and the limitation of liability specified herein.

9. Additional Legal Considerations

9.1. Relationship of the Parties. Rellify is an independent contractor; nothing in these terms will be construed to create a partnership, joint venture, or agency relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as employment related taxes. Each party will maintain appropriate worker’s compensation insurance for its employees as well as general liability insurance.

9.2. Governing Law. These terms, and all matters arising out of or relating to these terms, will be governed by the laws of the Commonwealth of Virginia, United States of America.

9.3. Jurisdiction. Any legal action or proceeding relating to these terms will be instituted in any state or federal court in the City of Virginia Beach.

9.4. Severability. In the event any provision of these terms is held to be invalid or unenforceable, the remaining provisions of these terms will remain in full force.

9.5. Waiver. The waiver by either party of any default or breach of these terms will not constitute a waiver of any other or subsequent default or breach.

9.6. Force Majeure. Neither party shall be liable to the other under these terms for any delay or lack of performance resulting from a Force Majeure event. “Force Majeure” event means any act of God, war, fire, typhoon, flood, earthquake, natural disasters, governmental action, labor disruptions, materials shortages, or any other event beyond the reasonable control of the prevented party.

9.7. Assignment. Neither party may assign or transfer its rights or obligations under these terms and any assignment or transfer in derogation of the foregoing shall be null and void, provided, however that either party shall have the right to assign these terms, without the prior written consent of the other party, to the successor entity in the event of merger, corporate reorganization, change of control or similar such transaction, or a sale of all or substantially all of its assets. These terms shall be binding upon such assignees.

9.8. Entire Terms.These terms and all Statements of Work between the parties constitutes the complete agreement between the parties and supersedes all previous and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter of these terms, except for any SaaS Agreement between the parties. No Statement of Work may be modified or amended except in a writing signed by a duly authorized representative of each party. It is expressly agreed that the terms and conditions of these terms and any Statement of Work supersede the terms of any Customer purchase order, Rellify order acknowledgement or similar such document.

Last Updated: December 1, 2020