Store Policies, Terms and Conditions
Simple, Straight-Forward, Fair-Minded…

Revision 08.06.2014

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About Our Policies

Simplicity

In order to keep our Store Policies as simple and straight-forward as possible, we have written them using mostly informal language and limited the length of each policy. We hope this format helps you to understand our Policies and how we do business.

Definitions

Many of the words and phrases within our Store Policies are technical in nature. To clarify the meaning and intent of important terminology, we provided a comprehensive list of Definitions. Additionally, all defined Terms within our Policies are capitalized.

Global

Our Store Policies are global, and apply equally to all of our brands and divisions, including DigitalRage, HostingRage, LogoRage, VideoRage and AdRage. All of our brands are wholly owned and registered trademarks of DigitalRage.

Questions

If you have any questions regarding our Store Policies or any of the Terms and Conditions below, please feel free to contact us directly by writing Legal@DigitalRage.com or calling (425) 939-0073. We are always here and ready to address any of your concerns!

Definitions

Add-On Option(s)

A type of Package within the Shopping Cart that is specifically meant to be added onto another Package in order to augment is features and/or functionality. Add-On Options can be selected when purchasing a Package or purchased individually as well.

AdWords

A paid advertising and marketing platform owned by Google, that allows users to create ads that display on top of organic search results. The ads are linked to a set of pre-defined keywords that allow those ads to appear in relevant search results.

Agreement

The Agreement is this agreement, between that of DigitalRage and the Client, and includes all of the Policies, Terms and Conditions stated therein.

Agreement Check-Box

A check-box style html form field displayed at the bottom of the Checkout screen on the Website, and labeled with “I’ve Read and Accept the Terms & Conditions.” The Agreement Check-Box is the Electronic Signature for the Agreement.

Agreement Term, The Term

The length of time for which this Agreement is effective, active and/or in force, pursuant to the Effective Date and Termination Date. The length of time in between the Effective Date and Termination Date is The Term of the Agreement.

Agreement Version

The specific version of this Agreement, defined by the Revision Date displayed at the top of the Agreement. The Agreement Version on the Website is always the most recent version of this Agreement. All older Agreement Versions are archived.

Archival Copy

A copy and/or copies of the Client Project(s) and all contents of the Delivery, that we reserve the exclusive right(s) to maintain a permanent copy of for archival, backup, restoration and promotional purposes.

Author Signature

A minimally invasive signature of authorship that identifies DigitalRage and/or a DigitalRage brand(s), that we reserve the exclusive right(s) to include on the Client Project(s).

Automatic Renewal

An automatic function and feature of the Subscription type Packages on the Website, which automatically renews the Client’s Subscription at pre-defined Time Intervals, and charges the Client’s pre-defined Payment method at the same time.

Automatic Renewal Payment(s)

A Payment(s) charged automatically by the Shopping Cart for Subscription type Packages as part of the Automatic Renewal process at pre-defined Time Intervals, and using the Client’s pre-defined Payment method for those Payments.

Automatic Termination, Automatically Terminated

The automated Termination, nullifying, voiding and/or ending of this Agreement that does not require the express consent and/or notification of the Parties, and is expressly specified for certain types of Terminations in the Termination Policies.

Balance Payment(s)

The Payment(s) of the balance (the “money owed”) for the Order Total associated with an Order(s) for Service(s) and/or Package(s) purchased using the Deposit Option. The Balance Payment(s) is the remaining fifty (50) percent of the Order Total.

Cancellation, Cancel, Cancelled

The Cancellation of an Order(s) for Service(s) and/or Package(s) in its entirety, or, the Cancellation of a specific Service(s) and/or Package(s) within an Order(s), either by the Staff upon request of a Client, or by the Client directly in their account on the Website.

Cancellation Date

The exact date and time the Order Status and/or Subscription Status is changed to “Cancelled,” as recorded by the Shopping Cart when an Order(s), Service(s) and/or Package(s) is Cancelled. No other date and time may be used for this purpose.

Checkout

The final step of the Order process on the Website, which typically follows the “Shopping Cart” screen when clicking the “Proceed to Checkout” button. The Checkout screen is where the Client confirms their selected Package(s) and submits the Order(s).

Client

The person(s), individual(s) and/or company who executed the Agreement, by means of an Electronic Signature applied to the Order(s) for Service(s) and/or Packages(s) submitted on the Website, and recorded by the Shopping Cart.

Client Payment(s)

A Payment(s) made by the Client specifically on the Website, to pay for an Order(s), Service(s) and/or Package(s), using a new or saved Payment method. The Client Payment(s) is displayed within the Client’s account for the respective Order(s).

Completion Date

The exact date and time a Project(s) is completed respective to an Order(s) for Service(s) and/or Package(s) on the Website, which is the same exact date and time the Completion Notification is sent. No other date and time may define the Completion Date(s).

Completion Notification

A notification sent by DigitalRage to the Client via email, indicating that the Client’s Project(s) are now considered complete by the Staff. The date on which this notice is sent determines when any respective Balance Payment(s) are due.

Confidential

Any information identified explicitly to DigitalRage by the Client as being of a Confidential, private and/or secret nature. In order for information to be considered Confidential in nature, the Client must expressly notify DigitalRage in writing.

Content, The Content

The materials, elements and information typically supplied by the Client to DigitalRage in order to individualize, contextualize and bring meaning to their specific Project(s), including but not limited to The Copy, photographs and artwork.

Cookie(s), Web Cookie(s), Browser Cookie(s)

A small piece of data sent from a website and stored in a user’s Web browser while browsing that website. Every time the user loads the website, the browser sends the Cookie back to the Server to notify the website of the user’s previous activity.

Copyright

The exclusive legal right to reproduce, publish, sell or distribute the matter and form of something (as a literary, musical or artistic work). Copyright is a form of Intellectual Property, applicable to any expressible form of an idea or substantive information.

Copywriting, Copy, The Copy

The writing of Copy for the purpose of advertising or marketing that is meant to persuade someone to buy a product, or influence their beliefs. The Copy refers to the written material, in contrast to photographs or other elements of the layout.

Default, Default Status

A Default of this Agreement, meaning that a Party has failed to do something required by the law, including but not limited to failure to observe or perform its obligations, duties and/or responsibilities pursuant to the Agreement.

Default Date

The date on which a Party becomes in Default of this Agreement, which is the date expressly stated by the Default Policies, or the date that is stated, determined or implied by the Agreement pursuant to its Policies, Terms and Conditions.

Default Notice

A notice that may be sent by the Parties respectively to each other, in the event that a Party is in Default of this Agreement pursuant to its Policies, Terms and Conditions, and without respect to whether the Default is actual, material, alleged or implied.

Delivery, Digital Delivery

The Delivery process and methodology as defined and specified by the Delivery Policies, including the Delivery of all Project(s) masters (the completed and finalized files), and all files, folders and materials used in the making of the Project(s).

Delivery Date

The exact date and time DigitalRage successfully sends a Delivery Email(s) to the Client, for an Order(s), Service(s) and/or Package(s). No other date and time may define the Delivery Date(s).

Delivery Email(s)

An email(s) sent to the Client by DigitalRage on the Delivery Date as part of the Delivery process, including a secure download link, login, password and download information, for the Client to download a Zip Archive(s) of their completed Project(s).

Deposit Option

A Payment option offered on the Website for many Packages, making it possible to pay a fifty (50) percent deposit (the Deposit Payment) at Checkout, and to pay the balance (the Balance Payment) later on from within the Client’s account on the Website.

Deposit Payment(s)

The Payment(s) of the deposit (the “down Payment”) for the Order Total associated with an Order(s) for Service(s) and/or Package(s) purchased using the Deposit Option. The Deposit Payment(s) is the initial fifty (50) percent of the Order Total.

Device

Any Device(s) of a technological nature used to access and/or browse the Internet and/or for computing purposes of either of personal and/or business nature, such as a desktop computer, laptop, tablet, pad, phone and other similar mobile Devices.

DigitalRage

A limited liability company registered and with current headquarters in the state of Washington, and operating under the registered DBAs of DigitalRage, HostingRage, LogoRage, VideoRage and AdRage.

DigitalRage Expense(s)

The total expense(s) of DigitalRage respective to a specific Order(s), calculated by multiplying the Standard Hourly Rate by the total number of hours for Services rendered, and adding to that total any additional cost(s) incurred on behalf of the Client.

E-Check(s), eCheck(s)

An electronic Payment method equivalent to that of a standard paper check, but executed in a purely electronic process. Generally, an E-Check Payment(s) require the payee to enter a checking account routing number and account number.

Ecommerce, E-Commerce, eCommerce

Electronic commerce, commonly known as E-Commerce or eCommerce, is a type of industry where the buying and selling of products or services is conducted over electronic systems such as the Internet and other computer networks.

Effective Date

The date on which this Agreement is effective, active and/or in force, which is the exact date and time an Order(s) is successfully submitted (the Order Date), as recorded by the Shopping Cart. The Effective Date is specific to each respective Order.

Electronic Signature, eSignature, E-Signature

An electronic sound, symbol, or process, attached to or logically associated with a contract or other record, and executed or adopted by a person with the intent to sign the record. It is the legal electronic equivalent of a written signature.

Exhibit(s)

An additional document(s) not included in the main part of a contract, which is a part of that contract. It is an ad hoc item, usually compiled and executed after the main document, which contains additional terms, obligations or information.

Firewall

A software or hardware-based network security system that controls the incoming and outgoing network traffic based on applied rule sets. A Firewall establishes a barrier between a trusted, secure internal network and a non-trusted network (ex. the Internet).

Globally Binding Section

A section(s) within the Agreement in which the current version of the Policies within that section apply to all Client Orders, both past and present, and bind them without respect to the Order Date(s). Examples include the Security Policies and Privacy Policies.

Hosting, Web Hosting

A service that allows individuals and organizations to make their website accessible via the Internet. Web hosts are companies that provide space on a Server (typically in a data center) that they own or lease, and make available for use by their clients.

HTTPS, Hypertext Transfer Protocol Secure

A communications protocol for secure communication over a computer network, with wide deployment on the Internet. It is the result of layering the Hypertext Transfer Protocol (HTTP) on top of the SSL/TLS protocol, adding its security capabilities.

Intellectual Property, IP

The legally recognized exclusive rights to creations of the mind. Under IP law, owners are granted certain exclusive rights to intangible assets, such as musical, literary and artistic works; discoveries and inventions; words, phrases, symbols and designs.

Internet, The Internet, Web, World Wide Web

A global system of interconnected computer networks that use the standard Internet protocol (TCP/IP) to link several billion Devices worldwide. It is a network of networks, consisting of millions of private, public, academic, business and government networks.

IP Address, Internet Protocol Address

A unique string of numbers separated by periods that is assigned to and identifies each Device (ex. Web Server, computer, printer) participating in a computer network, and that uses the Internet protocol (TCP/IP) for communication.

License(s), Licensed

Noun: A permit from an authority (licensor) to a party (licensee) to own or use something, do a particular thing, or carry on a trade. Verb: Grant a License to a party (licensee) to permit the use of something or to allow an activity to take place.

My Client Center, MCC

An Internet based client management tool owned and provided by Google for the purpose of allowing advertising and marketing companies to manage and access the Google AdWords accounts of their clients from a centralized location.

Native Technology, Native Technologies

The specific set(s) of systems, services, features, functions and/or solutions that are included as standard with or within a specific Technology, and/or are specifically compatible with and/or made for that Technology as defined by the Technology’s specifications.

Negative Balance

A financial and/or Payment status typically indicated on the Refund Request Report in connection with a specific Client Order(s) that indicates the Client Payment(s) are less than the DigitalRage Expense(s) after the calculation of all totals.

Non-Personally Identifiable Information

Information that is recorded about users and/or Clients when browsing and/or using the Website that does not reflect or reference an individually identifiable user and/or Client. Non-Personally Identifiable Information is essentially anonymous information.

Order(s)

An individual purchase, transaction and/or purchase process of a Service(s) and/or Package(s) exclusively on the Website and recorded by the Shopping Cart upon successful submission, further identified by the Order Number and Order Date.

Order Date(s)

The exact date and time an Order(s) is successfully submitted on the Website, as recorded by the Shopping Cart when making a purchase(s) for Service(s) and/or Package(s). No other date and time may define the Order Date(s).

Order Note

A note(s) added by a member(s) of the DigitalRage Staff to a Client Order(s) to notify the Client of important information regarding the Order(s). Order Notes are automatically emailed to the Client in conjunction with the relevant Order Receipt.

Order Number, Order ID

The unique number assigned to a specific Order to identify and distinguish it from all other Orders placed on the Website, and recorded by the Shopping Cart. The Order Number is clearly identified on all corresponding Order records and Order Receipts.

Order Receipt(s)

A receipt(s) automatically emailed to the Client by the Shopping Cart after the successful submission of an Order(s) and/or Payment(s) on the Website. The first Order Receipt emailed after placing an Order(s) is an Exhibit of this Agreement (Exhibit A).

Order Status

A status that identifies the current condition of an Order(s) and its location in the Order process, after that Order(s) is successfully submitted on the Website. The Order Status is displayed in the Client’s account on the Website for the respective Order(s).

Order Total, Total Cost

The cost of all Services and/or Packages associated with a specific Order placed on the Website, and defined by the Order Total and/or Total Cost field(s) displayed on the Checkout screen of the Website and/or in the Order Receipt(s) sent to the Client(s).

Outstanding Balance(s)

Any balance(s) (money owed) by the Client to DigitalRage for an Order(s), Service(s) and/or Package(s), which is past due, late and/or in Default pursuant to the Policies, Terms and Conditions of the Agreement.

Package(s)

A Service and/or product that is for sale on the Website and presented as an individual and independent Service and/or product, distinguishable from other Packages by it Package Description and further identified by its unique SKU.

Package Description(s)

A description(s) and/or list(s) of Services, features, functions and/or deliverables that define a specific Package and are performed when purchasing that Package. The Package Description is located in the “Description” tab on the respective Package page(s).

Party, Party’s

An exclusive reference to that of DigitalRage or the Client individually, the identification of which depends upon the specific context, use and/or wording of the Policy, Term and/or Condition the term is used within.

Parties

An exclusive reference to that of DigitalRage and the Client jointly, as the Parties, members and/or signers of this Agreement. The term Parties is not to be confused with “Third Parties,” which has a different and distinct definition included in this Agreement.

Payment(s)

A Payment(s) made by the Client specifically on the Website to pay for an Order(s), Service(s) and/or Package(s), using a new or saved Payment method; or, referring to a Client’s Payment in the general context of the Order process and/or Website.

Payment Date

The exact date and time a Payment(s) is successfully submitted on the Website, as recorded by the Shopping Cart when making a Payment(s) for an Order(s), Service(s) and/or Package(s). No other date and time may define the Payment Date(s).

Payment Status

A status that identifies the current condition of a Payment(s), after that Payment(s) is successfully submitted on the Website. The Payment Status is displayed in the Client’s account on the Website for the respective Order(s).

PCI

Payment card industry (PCI) compliance is adherence to a set of specific security standards, which were developed to protect credit card information during and after a financial transaction. PCI Compliance is required by all credit card companies.

Policy, Policies

A Policy(ies), Term(s), Condition(s), provision(s) and/or statement of the Agreement, between that of DigitalRage and the Client, that defines, describes and/or states of a specific and/or certain section(s), sub-section(s) and/or portion(s) of the Agreement.

Positive Balance

A financial and/or Payment status typically indicated on the Refund Request Report in connection with a specific Client Order(s) that indicates the Client Payment(s) are greater than the DigitalRage Expense(s) after the calculation of all totals.

Project(s)

A generalized reference to either all and/or a specific portion of a Client’s Order(s) for a Service(s) and/or Package(s). Typically, the term Project is used when discussing certain details and/or aspects of a particular Package within an Order.

Q & A, Q&A, Questions and Answers

A list of frequently asked questions and highly detailed and informative answers, specific to a certain Package(s) on the Website. The Q & A section(s) is located on the respective Package page(s), in a tab named “Q & A” next to the “Description” tab.

RAID, RAID Array

A “Redundant Array of Inexpensive (or Independent) Disks,” is a data storage virtualization technology that combines multiple disk drive components into a logical unit, for the purposes of data redundancy and performance improvement.

Refund(s), Refunded

The return of all and/or a portion(s) of the Client Payment(s) to the Client by DigitalRage, pursuant to the calculated total(s) on the Refund Request Report; and only for an Order(s) with a “Cancelled” Order Status and an approved Refund Request.

Refund Date

The exact date and time the Order Status is changed to “Refunded,” as recorded by the Shopping Cart when a Refund is issued for an Order(s), Service(s) and/or Package(s). No other date and time may define the Refund Date(s).

Refund Request(s)

A request(s) made by the Client to Refund all and/or a portion(s) of the Client Payments(s) to the Client by DigitalRage for an Order(s), Service(s) and/or Package(s); the Refund Request(s) only being made after the “Cancellation Requirement” is satisfied.

Refund Request Report

A report(s) prepared by DigitalRage and delivered via email for a Client in response to a Refund Request(s), itemizing both the applicable Client Payment(s) and DigitalRage Expense(s), and including all the calculated total(s) and balance(s).

Remedy, Legal Remedy

The means to achieve justice in any matter in which legal rights are involved, and may be ordered by the court, granted by judgment after trial or hearing, by agreement (settlement) between parties, and by the automatic operation of law.

Remedy Period

A period of time defined by the Termination Policies and starting on the date of a Default Notice, that is granted to a Party prior to the Termination of this Agreement for reason of Default, in which time it must fully Remedy the Default to avoid Termination.

Revision Date

The date this Agreement was last revised, edited, modified and/or changed, defining the specific version of the Agreement (the Agreement Version). The Revision Date is displayed at the top of the Agreement at all times.

Secure Socket Layer, SSL

A cryptographic protocol designed to provide communication security over the Internet, using X.509 certificates to assure the counterparty being communicated with, and a symmetric key exchanged between parties to encrypt data flowing between them.

Server(s), Web Server(s), Computer Server(s)

A computer and/or software program(s) that uses the client/Server model and Hypertext Transfer Protocol (HTTP), to serve the files that form Web pages or Web sites to users of the Web (whose computers contain HTTP clients that forward their requests).

Service(s)

The work performed, rendered, provided and/or delivered to the Client by DigitalRage for an Order(s) successfully submitted on the Website, defined by the Package Description(s) and identified by the Package(s) specified on the Order Receipt(s).

Setup Fee(s)

A one-time, non-recurring Payment charged either separately and/or as a part of the cost(s) for a Service(s) and/or Package(s), to pay for the cost(s) associated with setting up and/or establishing the Service(s) and/or Package(s) that are ordered.

Shopping Cart, Cart

The Shopping Cart owned by DigitalRage and operating at/on the Website. Ecommerce software operating on the Server that allows visitors of the Website to select a Package(s) for purchase, compile an Order(s) and purchase that Order(s) at/on the Website.

SKU

An acronym for stock keeping unit, a unique identifier for each distinct product, Service and/or Package that can be purchased on the Website. All SKUs on the Website are divided into three units, identifying the brand, Package name and degrees (level).

SSL Certificate

A digital certificate installed on a secure Web Server that identifies a website. This digital certificate establishes the identity and authenticity of the company or merchant, so that online shoppers can trust that the website is secure and reliable.

Staff

The owners, members, executives, managers, employees, contractors, persons and/or legal representatives that are directly employed and/or contracted by DigitalRage.

Standard Hourly Rate

The hourly rate charged for Services rendered by DigitalRage for certain Order(s), Service(s) and/or Package(s) subject to the Standard Hourly Rate, at the exclusive discretion of DigitalRage. The current Standard Hourly Rate is fifty (50) dollars per hour.

Store Policies

The Store Policies are these store policies defined, described and/or stated in this Agreement, between that of DigitalRage and the Client, and include all of the Policies, Terms and Conditions stated herein.

Subscription Status

A status that identifies the current condition of a Subscription(s), after that Subscription(s) is successfully Ordered on the Website. The Subscription Status is displayed in the Client’s account on the Website for the respective Subscription(s).

Subscription(s)

A type of Package(s) for sale on the Website, for which the Service(s) rendered are of an ongoing, perpetual and/or cyclical nature. Subscription type Packages have an Automatic Renewal and Automatic Renewal Payments at pre-defined Time Intervals.

Technology, Technologies, Technological

The systems, platforms, software, applications, programs, programming languages and/or any solution(s) of a technical nature that are provided, implemented, installed and/or maintained by DigitalRage in the performance of its Services for the Client.

Termination, Terminated

The nullifying, voiding and/or ending of this Agreement, and all of its Policies, Terms and Conditions stated therein. The Agreement becomes Terminated on the Termination Date, pursuant to the Termination Policies and Terms of the Agreement.

Termination Date

The date on which this Agreement is Terminated, nullified and/or voided, which is the date expressly stated by the Termination Policies, and is specific to each respective Order. Any Terms surviving the Termination Date are explicitly specified.

Termination Notice

A notice that must be sent by the Parties respectively to each other, in the event that a Party wishes to Terminate this Agreement for reason of Default, and must include the express consent to Terminate the Agreement for reason of Default.

Terms and Conditions, Terms & Conditions, Term(s), Condition(s)

A Policy(ies), Term(s), Condition(s), provision(s) and/or statement(s) of the Agreement, between that of DigitalRage and the Client, that defines, describes and/or states of a specific and/or certain section(s), sub-section(s) and/or portion(s) of the Agreement.

Third Party, Third Parties, 3rd Party, 3rd Parties

A person(s), individual(s), group(s), company(ies), corporation(s) and/or party(ies) that is not subject to, a member of, involved with and/or a signer of the Agreement, and is therefore by definition an outside party(ies).

Time Interval(s)

A period and/or length of time between events associated with an Order(s), Service(s) and/or Package(s). Time Intervals are typically used for Subscription Packages, indicating the length of time between Automatic Renewals and Automatic Renewal Payments.

Tokenized, Tokenization, Token

The storing of credit cards in a Third Party system that is PCI Compliant. The Third Party returns a Token to the merchant system upon receipt of the credit card data. The merchant stores the Token in their database instead of the card data.

URL, URLs

A uniform resource locator (URL) (also known as Web address, particularly when used with HTTP), is a specific character string that constitutes a reference to a resource. In most Web browsers, the URL of a Web page is displayed on top inside an address bar.

Website

The Internet Website owned and operated by DigitalRage and located and/or accessible at the URL of http://www.seattleweb.design. Within this Agreement, the term Website will only apply to the DigitalRage Website, and no Third Party website.

ZIP Archive, ZIP File

An archive file format that supports lossless data compression, and can contain one or more files and folders that have been compressed. Zip Archives can consolidate many files, making them easier to store and transfer, and to be decompressed when needed.

General

Identification of Client

Our Store Policies, Terms and Conditions are written using informal language for clarity and understand. By accepting our Policies you agree and understand that the terms “You,” “Your,” and similar pronouns refer to you, Client, and not any Third Party.

Identification of DigitalRage

Our Store Policies, Terms and Conditions are written using informal language for clarity and understand. By accepting our Policies you agree and understand that the terms “We,” “Us,” “Our,” and similar pronouns refer to us, DigitalRage, and not any Third Party.

Form and Method of Notices

All notices, requests, claims, demands and other communications between the Parties will be in writing and given by (i) delivery in person, (ii) nationally recognized next day courier service (iii) first class, registered or certified mail, or (iv) electronic mail (email).

Address of Notices

All notices for DigitalRage must use one of the following addresses, (i) 17026 431st Ave SE, North Bend, WA 98045, or (ii) Legal@DigitalRage.com. All notices for Client must use one of the addresses specified on the respective Order Receipt(s).

Receipt of Notices

All notices will be effective and deemed to have been given upon (i) receipt by the Party to which notice is given, or (ii) on the fifth (5th) day following mailing, whichever occurs first.

Governing Law

This Agreement will be governed, construed and enforced in accordance with the laws of the State of Washington, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

Jurisdiction

In the event any dispute arises out of this Agreement and/or any of the transactions contemplated by this Agreement, each Party hereby irrevocably submits to the exclusive personal jurisdiction of the Court of King County of the State of Washington.

Attorney Fees and Costs

In the event any dispute arises out of this Agreement, the prevailing Party will have the right to collect from the other Party its reasonable costs, necessary disbursements and attorneys’ fees that are incurred when enforcing this Agreement.

Assignment

The Parties may not assign this Agreement or any right or obligation of this Agreement (except when expressly stated by the Agreement), by operation of law or otherwise without prior written consent of the Party, which will not be unreasonably withheld.

Successors and Assigns

This Agreement will be binding upon and will inure to the benefit of the Parties and their respective successors, heirs, permitted assigns and legal representatives.

Performance and Assigns

DigitalRage reserves the exclusive right(s) to assign and/or delegate the performance of its Services, obligations and duties pursuant to this Agreement to Third Parties including but not limited to sub-contractors, companies and other entities.

No Third Party Beneficiary

Nothing in this Agreement, express or implied, is intended to or will confer upon any other person or entity any right, benefit or Remedy of any nature whatsoever, under or by reason of this Agreement.

Cumulative Remedies

The rights and remedies under this Agreement are cumulative and not exclusive of any rights, remedies, powers and privileges that may otherwise be available to the Parties.

No Waiver

A Party’s failure to exercise or delay in exercising any right, power or privilege under this Agreement will not operate as a waiver; nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof.

Waiver Writing Requirement

A Party’s waiver of any breach, Default or right under this Agreement must be in writing and signed by the party against whom the waiver is being enforced. Any such waiver will not be deemed a waiver of any subsequent breach, Default or right.

Severability

The invalidity or unenforceability of any Policy(ies), Term(s), Condition(s) and/or provision(s) of this Agreement will not affect the validity or enforceability of any other Term(s) of this Agreement, which will remain in full force and effect.

Reformation (“Blue Pencil”)

Each Term of this Agreement will be valid and enforceable to the fullest extent permitted by law, and any invalid, illegal or unenforceable Term will be deemed replaced by a Term with the most similar meaning or intention, that is valid and enforceable.

Captions and Headings

The captions and headings used in this Agreement are for organizational and identification purposes only, and in no way define, limit and/or describe the scope and/or intent of our Store Policies, or in any way affect the construction of this Agreement.

Signature

Agreement Check-Box

At Checkout we kindly ask that you agree to our Store Policies by checking the Agreement Check-Box that says “I’ve Read and Accept the Terms & Conditions.” This check-box is required and must be checked in order to place an Order(s) on our Website.

Electronic Signature

The Agreement Check-Box is equivalent to an Electronic Signature, the checking of which will constitute a signature. You agree and understand that by checking the Agreement Check-Box you are signing an Agreement and agreeing to its Terms.

Electronic Signature Confirmation

It is agreed and understood that an Order(s) cannot be placed on our Website unless the Agreement Check-Box is checked upon the submission of the Order(s). The successful submission of your Order(s) will constitute a confirmation of your Electronic Signature.

Identification of Electronic Signature Signer

The signer of the Electronic Signature will be identified by the First Name, Last Name and/or Company Name recorded by our Shopping Cart for each specific Order(s) placed on our Website, submitted using the account registration and/or Checkout form(s).

Compliance with Store Policies upon Signing

Upon signing this Agreement with the Agreement Check-Box, you are entering into a legally binding and contractual Agreement with us, and therefore promise to abide by and comply with the Agreement pursuant to its Policies, Terms and Conditions.

Agreement

Entire Agreement

This Agreement, together with the Order Receipt, constitutes the entire agreement between the Parties with respect to its subject matter, and constitutes and supersedes all prior agreements, representations and understandings of the Parties, written or oral.

Agreement Exhibit

The first Order Receipt automatically emailed to the Client after the successful submission of an Order on the Website is an Exhibit of this Agreement (hereby called Exhibit A), and is made a part of and merged into the Agreement, inclusive with all its information.

Agreement Term

The Agreement Term is the length of time between the Effective Date and Termination Date, during which this Agreement is effective, active and/or in force. Any Policies, Terms and Conditions that survive the Agreement Term are explicitly specified.

Effective Date

The date on which this Agreement is effective, active and/or in force (the Effective Date), is the exact date and time your Order(s) is successfully submitted (the Order Date), as recorded by our Shopping Cart. The Effective Date is specific to each respective Order.

Termination Date

The date on which this Agreement is Terminated, nullified and/or voided (the Termination Date), is the date expressly stated by the Termination Policies, and is specific to each respective Order. Any Terms surviving the Termination Date are explicitly specified.

Agreement Version

This Agreement is used for all Orders placed on our Website, and may be occasionally modified, changed and/or edited. Therefore, the Revision Date is noted at the top of the Agreement at all times, indicating the current version of this Agreement.

Binding Version of Agreement

The version of this Agreement that is binding and in force for your Order(s) is the Agreement Version that is current at the time your Order(s) is successfully submitted. The Order Date is used to determine which Agreement Version is binding and in force.

Modification of Agreement

We reserve the exclusive right(s) to modify, change and/or edit this Agreement at any time and without notice. Any modification(s) made to the Agreement will only apply to your Order(s) placed after such time those modifications become effective.

Agreement Modification Records

In order to link a specific Agreement Version to your Order(s), we maintain a permanent record(s) of all past Agreement Versions. At your request, we will provide a digital copy(ies) of any past version(s) of this Agreement that apply to your Order(s).

Globally Binding Sections

Some sections within this Agreement contain a “Globally Binding Section” provision, meaning the current version of the Policies within that section apply to all of your Orders (past and present), and bind them without respect to their Order Date(s).

Explanation of Globally Binding Sections

The Globally Binding Sections exist because they offer you a variety of protections and rights for which the most current version of the Policies should always apply. Therefore these Policies are not tied to individual Orders and instead apply to all Orders.

Modification of Globally Binding Sections

We may on occasion modify the Globally Binding Sections, and post those changes here. If we make a significant change(s) to those sections, we will notify you via email. We will never reduce your rights under those sections without your consent.

Services

Completion Date

When a Project(s) is completed respective to an Order(s) for Service(s) and/or Package(s) on our Website, the Completion Date is the same exact date and time we send you the Completion Notification. No other date and time may be used for this purpose.

Completion Notification

Upon the completion your Project(s), we’ll send you a Completion Notification via email, stating your Project(s) is now considered complete by our Staff. Any respective Balance Payment(s) must be paid within fifteen (15) days of the date this notice is sent.

Services Terminology

All of our Services are organized into separate products, referred to as “Packages” on our Website because they generally contain many integrated components. The term Package will therefore only apply to one specific product as defined by our Website.

Limitation of Services

All Orders for Services and/or Packages on our Website are strictly limited to the Services and/or deliverables directly stated, described and specified in the Package Description of the respective Package(s) and the selected Add-On Option(s) (if applicable).

Identification of Services

The Services to be rendered for any Order(s) will be identified only and without exception by the Package(s) specified and listed on your Order Receipt(s). Any Services requested not specifically identified on your Order Receipt(s) require a separate Order(s).

Modification of Services

In the event that we modify the Services and/or deliverables pertaining to any Package(s) that you have already successfully ordered and paid for, such modifications and/or changes will not affect your Order(s) and will only apply to your future Orders.

Exclusion of Verbal and Written Communications

In the course of doing business with us, we’ll speak with you many times over the phone and via email to discuss your Project(s) and to answer questions. These communications will not be interpreted as a promise or definition of Services to be performed.

Project Time-Frames

While we strive to complete all Projects as quickly and efficiently as possible, we do not warrant or covenant to complete a Project(s) within a specified time-frame or by a specific dead-line(s). Any such representation(s) will be deemed only an estimate.

Project Revisions, Edits and Corrections

You may request revisions, edits and/or corrections to a Project(s), under the conditions that such requests are appropriate and reasonable for the current stage of the Project(s), and do not alter fundamental aspects of the Services and/or the Project’s design.

Limitation of Project Revisions, Edits and Corrections

All requests for revisions, edits and/or corrections to a Project(s) will be approved or denied at our exclusive discretion. In the event we deny such a request, it will not be deemed a material breach of this Agreement and/or a reasonable cause for Cancellation.

Orders

Website Orders Only

For Order tracking purposes, we require that all Orders for Services and/or Packages be made directly on our Website. We do not accept any Order(s) for Services via email, writing, phone or any other method(s) outside of our Website’s Shopping Cart.

Order Date

When placing an Order(s) for Service(s) and/or Package(s) on our Website, the Order Date is the exact date and time the Order(s) is successfully submitted, as recorded by our Shopping Cart. No other date and time may be used for this purpose.

Order Status

All Orders placed on our Website are assigned a status that identifies the current condition of the Order and its location in the Order process. You can easily view the current status of your Order(s) in your account by looking at the “Status” column.

Order Management

Managing your Orders with us is simple and convenient thanks to our Order management system. Simply login to your account on our Website and click the “My Account” link. From there you can view and manage all of your Orders, Subscriptions and Payments.

Order Receipts

Upon the submission of your Order(s), our system will automatically email you an Order Receipt. You will also receive receipts for all Balance Payments and Subscription renewal Payments. If you ever need a copy of your receipt, simply ask and we can re-send it.

Order Status Lookup

In addition to viewing you Order’s status within your account, you can also lookup your status at any time by using the “My Order Status” link in the “My Account” menu. You don’t need to login to use this feature. Simply enter your Order ID and Email Address.

Order Status Notifications

Whenever the status of your Order changes, you will automatically be emailed a new Order Receipt that reflects the new Order Status and any change(s) to your Order. Please pay attention to your Order Status, as it will reflect important information.

Order Notes

On occasion our Staff may need to notify you with information specific to one of your Orders. In these circumstances we will add an Order Note to your Order, which will be automatically emailed to you in conjunction with the relevant Order Receipt.

Payments

Website Payments Only

For your security, Order tracking and Payment confirmation purposes, we require that all Payments be made directly on our Website. We do not accept paper checks, cash or any other Payment method(s) outside of our Website’s Shopping Cart.

Payment Date

When making a Payment(s) for an Order(s), Service(s) and/or Package(s) on our Website, the Payment Date is the exact date and time the Payment(s) is successfully submitted, as recorded by our Shopping Cart. No other date and time may be used for this purpose.

Payment Status

Similar to the Order Status, the Payment Status is displayed in your Order’s “View” screen, and indicates the status of your Payment(s). Successful Payments are labeled “Confirmed,” and failed Payments as “Pending,” indicating we’re awaiting receipt of the funds.

Payment Management

Our Website makes managing your Payments simple! Login to your account on our site and click on the “View” button for a specific Order. The view screen displays all of your Payments and their statuses, the amount paid, amount pending and amount due.

Payment Methods

For your convenience we accept a wide variety of credit and debit cards including Visa, MasterCard, American Express and Discover. We also accept E-Checks, which allow you to pay electronically from your checking account using a routing and account number.

Saved Payment Methods

Upon placing an Order(s), our Website will automatically save your Payment method(s) to your account (for future Orders, balance and Subscription Payments). Your Payment information is only stored on an Authorize.Net secure Server (see Security Policies).

Managing Saved Payment Methods

All Payment methods can be easily managed from within your account on our Website in the “Manage My Payment Methods” sub-section. You can delete a Payment method and set a “Default Payment Method.” Your saved methods will be available at Checkout.

Confirmed Payment Status Requirement

Before commencing your Project(s), your Payment(s) and/or Deposit Payment(s) must first be verified and display a “Confirmed” status in your account. If there’s a problem confirming any of your Payments, we will notify you to take corrective action.

Bank Statement Identification

All Orders and related transactions processed by our Website are easily identifiable on your bank statement(s). During processing transactions appear as “DIGITALRAGE NORTH BEND WA,” and when settled appear as “DIGITALRAGE 425-939-0073 WA.”

Deposits

Deposit Option

We offer a convenient Deposit Option on many of our Packages, making it possible to pay a fifty (50) percent deposit (the Deposit Payment) at Checkout, and to pay the balance (the Balance Payment) later on from within your account on our Website.

Deposit Option Receipts and Notifications

When ordering using our Deposit Option, your Order Receipt contains specialized Payment information, such as the “Amount Paid,” “Remaining Balance,” and “Total Cost.” After making a Balance Payment, we send an additional receipt with updated totals.

Balance Payments

You may conveniently pay your balance at any time from within your account on our Website by clicking on the “Pay” button for a specific Order. You can also pay your balance by clicking on the “Pay Now” link in the Order Receipt you received via email.

Balance and Payment Records

In order to view your balance and Payment records, login to your account on our Website and click on the “View” button for a specific Order. The view screen displays all Payments and their statuses, the “Amount Paid,” “Amount Pending,” and “Amount Due.”

Amount Due vs. Amount Pending

When viewing an Order within your account, the “Amount Due” is your remaining balance (also noted in the “Order Details” sub-section), and the “Amount Pending” is a “Pending Status” Payment (typically a failed Payment) that we’re waiting to receive.

Paid Balance Requirement

If you paid for your Order with our Deposit Option, we require that your balance and any Outstanding Balance(s) be paid in full prior to the Delivery of your Project(s). Your Project(s) and all related deliverables will not be delivered until this requirement is satisfied.

Combination Deposit / Non-Deposit Orders

Our Website makes it easy to order deposit and non-deposit Packages within the same transaction. At Checkout the Shopping Cart calculates your fifty (50) percent deposit for all deposit Packages, and asks for the non-deposit Packages to be paid up-front.

Non-Deposit Packages

Unfortunately we cannot offer the Deposit Option on all types of Packages. In general, the Deposit Option is available for all Packages priced at $500 or above. The Deposit Option is not available for Subscription type Packages or add-on type Packages.

Subscriptions

Subscription Packages

Many of our Packages such as Web Hosting and Website Maintenance are offered in the form of Subscriptions, which are charged automatically by our system on a recurring basis. Subscription Packages are identified in their title as “? Subscription Package.”

Subscription Receipts and Notifications

When placing an Order for a Subscription Package, you will be sent an Order Receipt via email that contains your Subscription information (“Start” and “End” dates). We will also email Order Receipts for all Automatic Renewal Payments when processed.

Subscription Management

You have complete control over all Subscriptions from within your account in the “My Subscriptions” sub-section. This section allows you to easily upgrade, downgrade, Cancel or renew any Subscription, and to view important Subscription information.

Subscription Status

Similar to the Order Status, the Subscription Status is displayed within your account in the “My Subscriptions” sub-section, and indicates the current status of your Subscription(s). This status may reflect, “Active,” “On-Hold,” or “Cancelled.”

Automatic Renewal

All Subscription Packages are automatically renewed and charged for by our system at the price stated for the specific Package. By purchasing a Subscription Package(s), you are agreeing to the Automatic Renewal process and the associated renewal fee(s).

Automatic Renewal Payment Method

As stated in the “Saved Payment Methods” and “Managing Saved Payment Methods” sections, our system automatically saves your Payment methods, and will use the Payment method from your original Order for all Automatic Renewal Payments.

Changing the Automatic Renewal Payment Method

You can change your Automatic Renewal Payment method at any time within your account in the “My Subscriptions” sub-section by clicking the “Change Payment Method” button, and selecting a new Payment method on the following screen.

Failed Automatic Renewal Payment

If your renewal Payment fails to process, our system automatically places your Subscription on-hold and emails you a notification. Please login to your account and update your Payment method by clicking the “Pay” button next to the Subscription or Order.

Automatic Renewal Time Interval

Your Subscription will automatically renew in a cycle occurring at the Time Interval stated in the Subscription Package’s price (ex. $9.99 / month). This interval will never change unless you upgrade or downgrade your Subscription from within your account.

Automatic Renewal Date

By default the Automatic Renewal occurs every Time Interval on the same day of the month as your first Payment, or on the closest day (under certain conditions). You can view your “Next Payment” date within your account in the “My Subscriptions” sub-section.

Changing the Automatic Renewal Date

It is possible to change your Automatic Renewal date to account for special circumstances (ex. better time of the month). If you would like to change your Automatic Renewal date, please let us know. This change can only be made by a member of our Staff.

Subscription Term (Duration)

All of our Subscription Packages commence on the date you place your Order and last forever, unless directly Canceled by either yourself or a member of our Staff. Your Subscription “Start Date” and “End Date” is noted in the Order Receipt sent via email.

Subscription Upgrades and Downgrades

In order to avoid potential billing issues that can arise from modifying your existing Subscription, we require that all upgrades and downgrades be made by placing a new Subscription Order. After placing the new Order, simply Cancel the original Subscription.

Subscription Suspension (On-Hold Status)

Your Subscription can be suspended under certain conditions, such as an Automatic Renewal Payment failing to process, or, a manual suspension by a member of our Staff. If your Subscription has been suspended, it will be indicated by an “On-Hold” status.

Subscription Reactivation (After Suspension)

If your Subscription has been suspended due to the failure of an Automatic Renewal Payment, please login to your account and click the “Pay” button next to the Subscription or Order. If your Subscription was manually suspended, click the “Reactivate” button.

Subscription Cancellation

You may Cancel your Subscription(s) at any time by logging into your account on our Website, and clicking the “Cancel” button for the specific Subscription in the “My Subscriptions” sub-section. We can also Cancel your Subscription(s) for you upon request.

Subscription Renewal (After Cancellation)

If your Subscription is Cancelled, you can reactivate it by logging into your account on our Website, and clicking the “Renew” button for the Cancelled Subscription in the “My Subscriptions” sub-section. Your renewal will be processed as an identical separate Order.

Delivery

Delivery Process

In order to provide the highest level of possible Service, and to guarantee that everything you pay for ends up in your possession, it is our Policy to deliver all materials and information relating to your Project(s) shortly after the respective Completion Date(s).

Delivery Date

When making a Delivery(ies) for an Order(s), Service(s) and/or Package(s), the Delivery Date is the exact date and time we successfully send the Delivery Email(s) to you. No other date and time may be used for this purpose.

Delivery Includes

Your Delivery will include all of your Project(s) masters (the completed and finalized files), and all files, folders and materials used in the making of your Project(s). The types of files you will receive depend upon your Project type and its unique requirements.

Delivery Organization

We take great care to organize your Project’s masters, files and folders, both on our end and at Delivery. Your Delivery will be organized first by Project type (ex. Website, Logo, etc.), then with specialized sub-folders and finally with descriptive individual file names.

Digital Delivery

We deliver all Projects in digital format for faster, more reliable and secure Service. At the completion of your Project(s) we will send you a Delivery Email(s) that contains a secure download link, login and password for you to download your completed Project(s).

Digital Delivery Format

The Delivery is made in the form of a ZIP Archive (ZIP File), which can be downloaded and then decompressed with software such as WinRAR or WinZip. After downloading the archive, please confirm its total size matches the information provided in our email.

Digital Delivery Security

The Delivery is fully secured by both password authentication (unique for each Client), and a randomized download code that is embedded in the ZIP Archive file name. After the Delivery is complete, we permanently remove the archive from our Server.

Digital Delivery Only

For a multitude of reasons (most notably security), we cannot provide a hard copy of your Project(s) at Delivery (ex. flash drive or burned CD). This policy protects your Confidential information and ensures that Delivery only reaches the authorized Party.

Payment Prior to Delivery

The Delivery will not be made until Payment in full is received and confirmed for your Project(s), including all Balance Payments (for the Deposit Option) and any Outstanding Balance(s). We will notify you of any Delivery delay on the account of a Payment(s).

Cancellation

Survival of Cancellation Policies

The Cancellation Policies, inclusive of all the Terms and Conditions stated therein, will survive the Termination indefinitely, and will not be Terminated, nullified and/or voided. This survival is necessary for Cancellations that occur before Termination.

Cancellation Date

When Cancelling an Order(s), Service(s) and/or Package(s), the Cancellation Date is the exact date and time the Order and/or Subscription Status is changed to “Cancelled,” as recorded by our Shopping Cart. No other date and time may be used for this purpose.

Cancellation Status

When Cancelling an Order(s), Service(s) and/or Package(s), the Order and/or Subscription Status within your account will display “Cancelled.” If the respective status doesn’t display “Cancelled,” the Service(s) is not Cancelled and you should contact us.

Remedy Period before Cancellation (Non-Subscription)

When Cancelling a non-Subscription type Service(s) and/or Package(s) (ex. Website Design), either individually or as part of an entire Order(s), we have the right to exercise the Remedy Period (pursuant to the Termination Policies), prior to honoring the Cancellation(s).

Cancellation without Reasonable Cause (Non-Subscription)

When Cancelling a non-Subscription type Service(s) and/or Package(s) without reasonable cause or without granting us the Remedy Period (pursuant to the Termination Policies), you agree to pay the DigitalRage Expense(s) for the Cancelled Order(s).

Refund after Cancellation

When Cancelling an Order(s), Service(s) and/or Package(s), the Cancellation itself does not guarantee you will receive a Refund(s) or any compensation from us. All Refunds connected to a Cancellation(s) are exclusively defined and governed by our Refund Policies.

Delivery after Cancellation

When Cancelling an Order(s), Service(s) and/or Package(s) subject to Delivery (pursuant to the Delivery Policies), we will make the Delivery within five (5) business days of the Cancellation Date, including the Project(s) “as is” at the time of Cancellation.

Return of Confidential Information after Cancellation

When Cancelling an Order(s), Service(s) and/or Package(s), we will return any information previously identified as Confidential within five (5) business days of the Cancellation Date, with the exception of information retained pursuant to this Agreement.

Cancellation Indemnification

When Cancelling an Order(s), Service(s) and/or Package(s), either yourself or by request, you hereby warrant and covenant to indemnify DigitalRage and hold us blameless for any loss(es), damage(s) or consequence(s) resulting from the Cancellation(s).

Cancellation Indemnification for Data Loss

When Cancelling an Order(s), Service(s) and/or Package(s), either yourself or by request, you hereby warrant and covenant to indemnify DigitalRage and hold us blameless for any loss(es) of data or digital information resulting from the Cancellation(s).

Subscription Cancellation

You may Cancel your Subscription(s) at any time by logging into your account on our Website, and clicking the “Cancel” button for the specific Subscription in the “My Subscriptions” sub-section. We can also Cancel your Subscription(s) for you upon request.

Subscription Renewal (After Cancellation)

If your Subscription is Cancelled, you can reactivate it by logging into your account on our Website, and clicking the “Renew” button for the Cancelled Subscription in the “My Subscriptions” sub-section. Your renewal will be processed as an identical separate Order.

Subscription Cancellation of Website Maintenance

If you Cancel a Website Maintenance Subscription(s), we will no longer maintain and/or update your website’s software. By Cancelling Website Maintenance your website(s) may become vulnerable to hackers, intrusions, viruses and/or malware.

Subscription Cancellation of Web Hosting

If you Cancel a Web Hosting Subscription(s), your Web Hosting account including all of its data (ex. websites, databases, email accounts, backups, etc.) will be permanently deleted from our Server(s) within two (2) business days of the Cancellation Date.

Restoration of Web Hosting (After Cancellation)

We do not represent, warrant or covenant that your Web Hosting account can be restored (either fully or partially) after Cancellation. If we retain a backup of your account(s) after Cancellation, restoration will be charged at our Standard Hourly Rate.

Subscription Cancellation of Google AdWords

If you Cancel a Google AdWords Subscription(s), we will no longer manage and/or maintain your AdWords account(s), and will unlink it from our My Client Center (MCC) account (when technically possible), so that you can take over the account’s management.

Refunds

Survival of Refund Policies

The Refund Policies, inclusive of all the Terms and Conditions stated therein, will survive the Termination indefinitely, and will not be Terminated, nullified and/or voided. This survival is necessary for Refunds that occur before or after Termination.

Refund Date

In the event a Refund is issued for an Order(s), Service(s) and/or Package(s), the Refund Date is the exact date and time the Order Status is changed to “Refunded,” as recorded by our Shopping Cart. No other date and time may be used for this purpose.

Refund Status

In the event a Refund is issued for an Order(s), Service(s) and/or Package(s), the Order Status within your account will display “Refunded.” If the Refunded Order(s) does not display a “Refunded” status, it hasn’t been properly Refunded and you should contact us.

Refund Time-Frame

In the event a Refund is issued for an Order(s), Service(s) and/or Package(s), please allow seven (7) to ten (10) business days after the Refund Date for funds to appear in your account. Please note Refund time-frames vary between credit card providers and banks.

Cancellation Requirement

Before a Refund(s) can be issued, the Order(s), Service(s) and/or Package(s) in connection with the Refund(s) must first be Cancelled and display a “Cancelled” Order Status in your account. Cancellation is a pre-requisite and the first step of the Refund process.

Refund after Cancellation

When Cancelling an Order(s), Service(s) and/or Package(s), the Cancellation itself does not guarantee you will receive a Refund(s) or any compensation from us. All Refunds connected to a Cancellation(s) are exclusively defined and governed by our Refund Policies.

Refund Request

After the “Cancellation Requirement” is satisfied, you may request a Refund(s) in connection with the Cancelled Order(s), Service(s) and/or Package(s). All Refund Requests are strictly governed by our Refund Policies and carefully reviewed by our Staff.

Refund Request Judgment

We reserve the exclusive right(s), power and authority to issue or not issue a Refund(s) in accordance with our Refund Policies, and to judge whether or not a Refund Request should or should not be approved pursuant to our Refund Policies, Terms and Conditions.

Refund Request Exclusion for Termination after Default

If this Agreement is Terminated for reason of Default, you may not make a Refund Request(s) for the Order(s) subject to the Termination. Further, all rights granted by the Refund Policies do not apply to any Order(s) subject to Termination after Default.

Calculation of Refund(s)

The Refund(s) is calculated by subtracting from the Client Payment(s), the DigitalRage Expense(s), including but not limited to the cost(s) of Services rendered, work-hours performed and/or any other cost(s) incurred on and/or before the Cancellation Date.

Calculation of DigitalRage Expense(s)

The DigitalRage Expense(s) is calculated by multiplying our Standard Hourly Rate of fifty (50) dollars per hour by the total number of hours for Services rendered, and adding to that total any additional cost(s) we have incurred on your behalf.

Refund Request Report

In the event you make a Refund Request, we will prepare a Refund Request Report and deliver it via email. This report itemizes both the applicable Client Payment(s) and DigitalRage Expense(s), and includes all the calculated total(s) and balance(s).

Positive Balance on Refund Request Report

If the Refund Request Report indicates a Positive Balance after calculation, indicating that the Client Payment(s) are greater than the DigitalRage Expense(s), we will issue a Refund of the balance(s) as specified on the Refund Request Report.

Negative Balance on Refund Request Report

If the Refund Request Report indicates a Negative Balance after calculation, indicating that the Client Payment(s) are less than the DigitalRage Expense(s), we will not issue a Refund, but, you will not be responsible to pay the negative balance(s).

Package Pricing vs. Standard Hourly Rate

Our Package pricing is not based upon our Standard Hourly Rate of fifty (50) dollars per hour, and is often far less expensive as a result. Therefore, it is typical for the Refund Request Report to result in a Negative Balance for the majority of Refund Requests.

Subscription Exclusion

All Subscription Orders, Services and/or Packages are strictly excluded from Refunds and/or Refund Requests, and may only be Cancelled pursuant to the Cancellation Policies. The ongoing nature of Subscription Services simply makes Refunds impractical.

Subscription Setup Fee Exclusion

The Setup Fee(s) for all Subscription Orders, Services and/or Packages are strictly excluded from Refunds and/or Refund Requests, and may only be Cancelled in connection with their respective Subscription(s) pursuant to the Cancellation Policies.

Subscription Pro-Rating Exclusion

In the event a Subscription(s) is replaced by another Subscription(s), due to Cancellation, upgrades and/or downgrades, we will not pro-rate the new Subscription Payment(s) and/or issue a pro-rated Refund for the overlap with a replaced Subscription(s).

Same-Day Voided Transactions

If you placed an Order(s) by mistake, or need to Cancel an Order(s) the same day it was placed, we can void the transaction, making a Refund unnecessary. Let us know the Order Number and Order Total to void, and contact us the same day before 6pm PST.

Same-Day Voided Transactions on Bank Statements

If we void a transaction for you, the original debit will remain on your bank statement for one (1) day and disappear on the following day. Similarly, you will see the void as a separate credit to your account that will also disappear within one (1) day.

Intellectual Property (IP)

Globally Binding Section

The IP Policies section is a Globally Binding Section, meaning the current version of the Policies within this section (identified by Revision Date) apply to all of your Orders (past and present), and bind them without respect to their Order Date(s).

Modification of Intellectual Property (IP) Policies

We may on occasion modify our IP Policies, and post those changes here. If we make a significant change(s) to the IP Policies, we will notify you via email. We will never reduce your rights under the IP Policies without your consent.

Survival of Intellectual Property (IP) Policies

The IP Policies, inclusive of all the Terms and Conditions stated therein, will survive the Termination indefinitely, and will not be Terminated, nullified and/or voided. This survival is necessary to protect your Intellectual Property (IP) after Termination.

Limitation of Intellectual Property (IP) Policies

Our IP Policies are strictly limited to only the Services and deliverables purchased directly on our Website. Any Services and deliverables purchased outside of our Website are not subject to the IP Policies or any of its Terms and Conditions.

Intellectual Property (IP) Ownership

Our Clients own all Intellectual Property (IP) rights (including Copyright) to their Project(s) and the contents of the Delivery, except for Intellectual Property (IP) either owned or Licensed by a Third Party (ex. software Licenses, stock photography or fonts).

Licensed Intellectual Property (IP)

Many of our Packages contain Intellectual Property either owned or Licensed by a Third Party (ex. software Licenses, stock photography or fonts). It is agreed and understood that Licensed IP included in your deliveries is owned exclusively by the licensor.

Inclusion of Third Party Licenses

In the event that your Project(s) contain Licenses (for Intellectual Property or otherwise) granted by Third Parties, we will include a copy of those Licenses including all accompanying documentation and purchase receipts (for the Licenses) in your Delivery.

Third Party Licenses with DigitalRage as Licensee

As the Party hired to provide Services, we must directly purchase some Licenses on your behalf. In such cases where DigitalRage is the licensee, those Licenses and all related rights will be transferred to your ownership upon the completion of your Payment(s).

Third Party Intellectual Property (IP) Infringement

We have no knowledge of infringements of any kind to the Intellectual Property of Third Parties, nor is any of the IP used by DigitalRage subject to any outstanding order, decree, judgment, stipulation, settlement, lien, charge, encumbrance or attachment.

Archival Copy

We reserve the exclusive right(s) to maintain a copy of your Project(s) and all contents of the Delivery for archival, backup, restoration and promotional purposes. It is agreed and understood that the Archival Copy does not infringe upon your right(s).

Author Signature

We reserve the exclusive right(s) to include a minimally invasive Author Signature that identifies DigitalRage and/or a DigitalRage brand(s) on your Project(s). It is agreed and understood that the Author Signature does not infringe upon your right(s).

Advertising, Marketing and Promotion Disclosure

We reserve the exclusive right(s) to utilize your Project(s) and all contents of the Delivery for advertising, marketing and promotional purposes, including but not limited to publication on our Website, newsletter, emails and social media channels.

Technology

Our Technology

We work with a variety of specific Technologies, systems, software and solutions that have been carefully chosen to work well with one another, keep our workflow efficient, be easily maintained and updated, and meet the many needs of our clients.

Choice of Technology

We reserve the exclusive right(s) to choose the Technologies, systems, software and solutions that are used in the performance of our Services. You hereby agree and understand that you may not dictate the choice of Technologies used for your Order(s).

Identification of Technology

To keep our Clients as informed as possible, and for complete transparency, we identify the choice of Technologies used in the respective Package Description and Q & A of each Package. We also identify many of our Technologies on the Technology Page.

Native Technology

The Technologies we use include their own specific systems, services, features, functions and/or solutions. We therefore only use the Native Technologies directly included and/or compatible with the Technologies, and will not use any Third Party Technologies.

Determination of Native Technology

We reserve the exclusive right(s) to determine at our sole discretion whether or not a specific Technology is a Native Technology. If we determine the Technology is not a Native Technology, it will be considered a Third Party Technology, and will not be used.

Request for Additional Native Technology

During the course of your Project(s), if you request the use of a Native Technology not specifically stated in the Package Description and/or Q & A, we will purchase that Technology and related License(s) on your behalf using a Payment method that you supply.

Security

Globally Binding Section

The Security Policies section is a Globally Binding Section, meaning the current version of the Policies within this section (identified by Revision Date) apply to all of your Orders (past and present), and bind them without respect to their Order Date(s).

Modification of Security Policies

We may on occasion modify our Security Policies, and post those changes here. If we make a significant change(s) to the Security Policies, we will notify you via email. We will never reduce your rights under the Security Policies without your consent.

Survival of Security Policies

The Security Policies, inclusive of all the Terms and Conditions stated therein, will survive the Termination indefinitely, and will not be Terminated, nullified and/or voided. This survival is necessary to maintain your security after Termination.

Limitation of Security Policies

Our Security Policies are strictly limited to only the activity, accounts and Orders placed directly on our Website. Any activity, accounts and Orders placed outside of our Website are not subject to the Security Policies or any of its Terms and Conditions.

SSL (Secure Socket Layer) Data Encryption

All sections of our Website containing information of a personal and Confidential nature (ex. account pages, Checkout, etc.) are fully secured with an SSL (Secure Socket Layer) at 256-bit encryption. The SSL is recognized by 99+% of Web browsers.

SSL Certificate Verification

Our SSL Certificate is issued by RapidSSL (GeoTrust, Inc.), and can be verified by clicking on the lock icon that appears in your Web browser’s address bar (next to the URL) when in a secured section of our Website, and then viewing the verification sub-screens.

SSL (HTTPS) Mode Identification

To identify a section of our Website that is secured via SSL, simply look in your Web browser’s address bar for both the appearance of a lock icon (next to the URL) and the presence of “HTTPS” (in the URL itself). This indicates that SSL (HTTPS) mode is active.

PCI Compliance

Our Website, Shopping Cart and financial systems (including the Server(s) of Authorize.Net) are fully PCI Compliant, adhering to all security standards that are required to protect credit card information both during and after a financial transaction.

Authorize.Net Payment Gateway

We use Authorize.Net, one of the world’s largest and most reputable Payment gateways to transmit sensitive Payment information (such as credit cards) to and from our Website. Your Payment information is fully secured at every step of the transaction.

Login Credentials Security

To protect your Confidential login credentials and prevent unauthorized access to your account(s), we do not maintain any record(s) of your password(s) for any of our systems. We therefore cannot retrieve your password(s), and only have the ability to replace them.

Personal Information Security

To protect your Confidential personal information such as name, email, address and phone, we store this information exclusively on a dedicated Server(s), which we alone operate and protect with a Firewall(s) and intrusion prevention system(s).

Payment Information Security

To protect your Confidential Payment information such as credit cards and checking accounts, we do not store any of your Payment methods on our Servers. Instead, all Payment information is stored and Tokenized exclusively on Authorize.Net secure Servers.

Digital Delivery Security

The Delivery is fully secured by both password authentication (unique for each Client), and a randomized download code that is embedded in the ZIP Archive file name. After the Delivery is complete, we permanently remove the archive from our Server.

Digital Delivery Only

For a multitude of reasons (most notably security), we cannot provide a hard copy of your Project(s) at Delivery (ex. flash drive or burned CD). This policy protects your Confidential information and ensures that Delivery only reaches the authorized Party.

Bank Statement Identification

All Orders and related transactions processed by our Website are easily identifiable on your bank statement(s). During processing transactions appear as “DIGITALRAGE NORTH BEND WA,” and when settled appear as “DIGITALRAGE 425-939-0073 WA.”

Privacy

Globally Binding Section

The Privacy Policies section is a Globally Binding Section, meaning the current version of the Policies within this section (identified by Revision Date) apply to all of your Orders (past and present), and bind them without respect to their Order Date(s).

Modification of Privacy Policies

We may on occasion modify our Privacy Policies, and post those changes here. If we make a significant change(s) to the Privacy Policies, we will notify you via email. We will never reduce your rights under the Privacy Policies without your consent.

Survival of Privacy Policies

The Privacy Policies, inclusive of all the Terms and Conditions stated therein, will survive the Termination indefinitely, and will not be Terminated, nullified and/or voided. This survival is necessary to protect and maintain your privacy after Termination.

Limitation of Privacy Policies

Our Privacy Policies are strictly limited to only the information we collect directly on our Website. Any information (Confidential or non-Confidential) collected outside of our Website is not subject to the Privacy Policies or any of its Terms and Conditions.

What Personal Information We Collect

We collect the following personal information from you (our Client): account username, account password, country, first name, last name, company name, street address, city/town, state/province, zip code, email address and phone number.

What Payment Information We Collect

We collect the following Payment information from you (our Client): A debit and/or credit card(s) including Visa, MasterCard, American Express and Discover, and/or a checking account number and routing number for E-Checks (electronically processed checks).

When We Collect Your Information

We collect basic personal information when you create an account(s) on our Website, and detailed personal information when you place an Order(s) on our Website. We collect Payment information only when you place an Order(s) on our Website.

How We Collect Your Information

We collect information electronically when you voluntarily complete the form(s) on our Website and click the submit button(s). The forms include but are not limited to the account registration form(s), Checkout form(s) and Payment form(s).

Why We Collect Your Information

We collect information so that you can create an account(s) and place an Order(s) on our Website, and make it possible for us to process a transaction(s) using your Payment method(s). This information is a basic requirement for doing Ecommerce.

How We Use Your Personal Information

We use your personal information for the following purposes, including but not limited to account creation, Order submission/processing, Payment processing, receipts/notifications, customer Service, feedback/improvements and email marketing.

How We Use Your Payment Information

We use your Payment information for the following purposes, exclusively: Order submission, Order processing, Payment processing, Automatic Renewal Payments (for Subscription Packages) and account management purposes (within your account).

How We Protect Your Personal Information

To protect your Confidential personal information such as name, email, address and phone, we store this information exclusively on a dedicated Server(s), which we alone operate and protect with a Firewall(s) and intrusion prevention system(s).

How We Protect Your Payment Information

To protect your Confidential Payment information such as credit cards and checking accounts, we do not store any of your Payment methods on our Servers. Instead, all Payment information is stored and Tokenized exclusively on Authorize.Net secure Servers.

Removal of Personal Information

Your Confidential personal information cannot be removed from our Server(s), as this would prevent us from complying with certain laws and legal obligations that require us to retain the financial records and history of all Orders submitted on our Website.

Removal of Payment Information

You have complete control over all Payment methods and information, and can permanently remove that information from storage at any time within your account, in the “Manage My Payment Methods” sub-section by clicking the delete (X) button.

Retention of Financial Records

In order to comply with all laws and legal obligations, we reserve the right(s) to retain indefinitely any financial records, history and/or Confidential personal information respective to an Order(s) for Service(s) and/or Package(s) submitted on our Website.

Collection, Transmission and Storage of Confidential Information

Pursuant to our Privacy Policies and Security Policies, you agree and understand that we will collect, transmit and store your Confidential personal and Payment information when you create an account(s) and/or place an Order(s) on our Website.

Disclosure of Confidential Information

We do share, trade, sell or otherwise transfer your Confidential information to Third Parties. This does not include trusted Third Parties who assist us in operating our Website, business or servicing you, so long as those parties agree to keep this information Confidential.

Disclosure of Confidential Information for Legal Reasons

We will disclose your Confidential information for legal reasons including but not limited to complying with a law or legal process, to enforce Store Policies, to detect, prevent or otherwise address fraud, and to protect our or other’s rights, property or safety.

Sharing of Non-Personally Identifiable Information

We may share aggregated Non-Personally Identifiable Information publicly and with our partners for reasons including but not limited to demonstrating trends about the general use of our Services, make improvements to our Website and statistical analysis.

Cookies and Anonymous Identifiers

We use various Technologies to collect and store information when you interact with our Website, including sending one or more Cookies or anonymous identifiers to your Device. These types of identifiers are necessary for our Shopping Cart to function properly.

Log Information

When you use our Website and/or interact with our Server(s), we may automatically collect and store certain information including but not limited to Server logs, Website logs, IP Address, geographical location, search queries and Website activity.

Liability

Period of Liability

The liability of the Parties arising out of and/or in connection with this Agreement and the performance of the Services thereunder is exclusively limited to the Agreement Term. The Parties may not claim damages or seek restitution beyond the Agreement Term.

Financial Limit of Liability

In the event a court, authority of other official body of competent jurisdiction awards financial restitution to the Client, the Client hereby agrees to limit that restitution to no more than the Total Cost(s) of the Order(s) directly related to the loss(es) and/or damage(s).

Exclusion of Third Party Liability

The liability of the Parties arising out of and/or in connection with this Agreement and the performance of its Services thereunder is exclusively limited to each Party, and no Third Parties and/or parties of the Client, such as the Client’s customers or partners.

Exclusion of Limitations of Liability

The limitations of liability pursuant to the Liability Policies are excluded from circumstances involving gross negligence, willful misconduct, unlawful acts and/or a breach(es) of this Agreement. Such circumstances will be dealt with to the fullest extent of the law.

Force Majeure

A Party will not be liable for any failure or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes, embargoes or government orders.

Waiver of Special, Indirect or Consequential Damages

The Client hereby waives all claims against DigitalRage for any special, indirect and/or consequential damages allegedly suffered by the Client, for reasons including but not limited to business interruption, profit loss, sales loss, data loss or security breaches.

No Personal Liability

The DigitalRage Staff is not personally liable and/or responsible for any damage(s), loss(es), judgments(s) and/or deficiency(ies) suffered by the Client, arising out of and/or in connection with this Agreement and the performance of its Services thereunder.

No Liability for Damage

DigitalRage is not liable and/or responsible for any damage(s), loss(es), judgement(s) and/or deficiency(ies) suffered by the Client, arising out of and/or in connection with this Agreement and the performance of its Services thereunder.

No Liability for Server Outage or Service Interruption

DigitalRage is not liable and/or responsible for any damage(s) and/or loss(es) suffered by the Client as a result of a Server outage(s) or service interruption(s), including but not limited to business interruption, profit loss, sales loss, data loss or information loss.

No Liability for Lost Data or Information

DigitalRage is not liable and/or responsible for any damage(s) and/or loss(es) suffered by the Client as a result of the loss of data, digital or non-digital information, without regard to the cause of data loss, or to the data’s location (ex. on a Server).

No Liability for Corrupted Data or Information

DigitalRage is not liable and/or responsible for any damage(s) and/or loss(es) suffered by the Client as a result of the corruption of data, digital or non-digital information, without regard to the cause of data corruption, or to the data’s location (ex. on a Server).

No Liability for Stolen Data or Information

DigitalRage is not liable and/or responsible for any damage(s) and/or loss(es) suffered by the Client as a result of the theft of data, digital or non-digital information, without regard to the cause of data theft, or to the data’s location (ex. on a Server).

No Liability for Illegal Actions

DigitalRage is not liable and/or responsible for any damage(s) and/or loss(es) suffered by the Client as a result of an illegal action(s) of a Third Party, including but not limited to security breaches, intrusions, hacking, malware, viruses, data theft and corruption.

Representations

Organization and Good Standing

DigitalRage is a limited liability company (LLC), duly organized, validly existing and in good standing under the laws of the State of Washington, and is qualified to conduct business in the manner and at the locations it is conducting business.

Authorization of DigitalRage

DigitalRage has the power and authority to enter into this Agreement, to perform its obligations and the Services stated therein. The agreement has been duly authorized by the company’s Staff and by all other necessary corporate actions.

Authorization of Client

The Client has the power and authority to enter into this Agreement, to execute the Agreement via the Agreement Check-Box, to order the performance of Services, to make Payment(s) for its Order(s), and to perform its obligations stated therein.

Voluntary Execution of Agreement

The Client has had equitable time and opportunity to read the Policies, Terms and Conditions stated within this Agreement prior to their execution of the Agreement, and to have counsel of their choice explain said Policies, Terms and Conditions to them.

Comprehension of Agreement

The Client comprehends and understands the Policies, Terms and Conditions stated within this Agreement, agrees to said Policies, Terms and Conditions, and executes the Agreement via the Agreement Check-Box voluntarily and without duress of any kind.

Enforcement

This Agreement is the legal, valid and binding obligation of the Parties, enforceable against the Parties respectively, except to the extent that enforcement is limited by a court of competent jurisdiction, an applicable law(s) or government action(s).

Adverse Agreements

The Parties are not a party to any agreement, either presently or in the past, which would materially or adversely affect the transactions contemplated in this Agreement, or prevent a Party from fulfilling its obligations, duties and responsibilities.

Compliance with Laws

The Parties are not in violation of any laws, rules or regulations, including but not limited to violations that directly, indirectly or consequentially affect this Agreement, the Parties, business(es), property and/or customers of the Parties or any Third Party.

Compliance with Instruments

By entering into this Agreement, the Parties are not in conflict with any law, order, contract or agreement to which the respective Party, inclusive of their business(es), assets and/or property is bound or legally affected.

Litigation

There are no litigations, lawsuits, actions, arbitrations, governmental investigations or other proceedings pending or threatened against and/or relating to the Parties which would materially or adversely affect the transactions contemplated in this Agreement.

Intellectual Property (IP)

DigitalRage has no knowledge of infringements of any kind to the Intellectual Property of Third Parties, nor is any of the IP used by DigitalRage subject to any outstanding order, decree, judgment, stipulation, settlement, lien, charge, encumbrance or attachment.

No Further Representations

The Parties have made no further representations concerning the transactions contemplated by this Agreement, either express or implied, beyond the representations directly stated in the Agreement and its Policies, Terms and Conditions.

Covenants

Reading of the Agreement

The Client hereby covenants to read this Agreement in its entirety, to dedicate all the time needed to understand its Policies, Terms and Conditions, and if necessary to have counsel of their choice explain said Policies, Terms and Conditions to them.

Fulfillment of Obligations

The Parties hereby covenant to each other respectively, to observe and perform all of their obligations, duties and responsibilities pursuant to this Agreement, and to act in a timely and appropriate manner when executing said obligations.

Performance of Services

DigitalRage hereby covenants to perform its Services pursuant to this Agreement, in good faith and to the best of its abilities, and to fulfill all Orders successfully submitted and paid for by the Client on the Website in a timely and appropriate manner.

Supplying of Content

The Client hereby covenants to supply DigitalRage with all of The Content necessary and required for DigitalRage to perform its Services pursuant to this Agreement, within ninety (90) days of the respective Order Date(s).

Securing of Servers

DigitalRage hereby covenants to take all necessary precautions and actions, at its exclusive discretion, in order to secure its Server(s) from security threats and breaches, including but not limited to the use of a Firewall(s) and intrusion prevention system(s).

Backup of Servers

DigitalRage hereby covenants to take all necessary precautions and actions, at its exclusive discretion, in order to backup the data and digital information on its Server(s), including but not limited to maintaining a RAID, on-site and/or off-site backup solution(s).

Backup Responsibility of Client

The Client hereby covenants to take full responsibility and due diligence for backing up their own data and digital information that is located on a DigitalRage Server(s), including but not limited to websites, databases, applications, files and documents.

Security and Privacy of Payment and Financial Information

DigitalRage hereby covenants to take all necessary precautions and actions, at its exclusive discretion, in order to secure and protect the Payment and financial information of the Client, pursuant to the Security Policies and Privacy Policies.

Security and Privacy of Personal and Confidential Information

DigitalRage hereby covenants to take all necessary precautions and actions, at its exclusive discretion, in order to secure and protect the personal and Confidential information of the Client, pursuant to the Security Policies and Privacy Policies.

Waiver of Litigation for Server Outage or Service Interruption

The Client hereby covenants not to file a lawsuit, litigate or demand restitution for any damage(s) and/or loss(es) resulting from a Server outage(s) or service interruption(s), including but not limited to business interruption, loss of profits, sales or data.

Waiver of Litigation for Loss, Corruption or Theft of Data

The Client hereby covenants not to file a lawsuit, litigate or demand restitution for any damage(s) and/or loss(es) resulting from the loss, corruption or theft of data, digital or non-digital information, without regard to the cause or the data’s location (ex. on a Server).

Waiver of Litigation for Damages or Losses from Illegal Actions

The Client hereby covenants not to file a lawsuit, litigate or demand restitution for any damage(s) and/or loss(es) resulting from an illegal action(s) of a Third Party, including but not limited to intrusions, hacking, malware, viruses, data theft and corruption.

Default

Default Status

A Party will be in Default of this Agreement (a Default Status), in the event that it fails to do something required by the law, including but not limited to failure to observe or perform its obligations, duties and/or responsibilities pursuant to the Agreement.

Default Notice

The Parties respectively may send a Default Notice to each other in the event that a Party is in Default of this Agreement, pursuant to its Policies, Terms and Conditions, and without respect to whether the Default is actual, material, alleged or implied.

Default Date

The date on which a Party becomes in Default of this Agreement (the Default Date), is the date expressly stated by the Default Policies, or the date that is stated, determined or implied by the Agreement pursuant to its Policies, Terms and Conditions.

Fulfillment of Obligations

A Party will be in Default of this Agreement, in the event that it fails to observe or perform any of its obligations, duties and/or responsibilities pursuant to this Agreement, and/or act in a timely and appropriate manner when executing said obligations.

Performance of Services

DigitalRage will be in Default of this Agreement, in the event that it fails to perform its Services pursuant to this Agreement, in good faith and to the best of its abilities, and/or fulfill any Order(s) successfully submitted and paid for by the Client on the Website.

Supplying of Content

The Client will be in Default of this Agreement, in the event that it fails to supply DigitalRage with all of The Content necessary and required for DigitalRage to perform its Services pursuant to this Agreement, within ninety (90) days of the respective Order Date(s).

Balance Payments

The Client will be in Default of this Agreement, in the event that it fails to make a Payment(s) in full of a Balance Payment(s), respective to an Order(s) for Service(s) and/or Package(s), within fifteen (15) days directly after (following) the Completion Date.

Outstanding Balances

The Client will be in Default of this Agreement, in the event that it fails to make a Payment(s) in full by the date(s) required pursuant to this Agreement and its Policies, Terms and Conditions, and when by definition the Client has an Outstanding Balance(s).

Refusal of Delivery

DigitalRage is not in Default of this Agreement, in the event that it refuses any Delivery on the bases of (i) the Client is in Default, (ii) the Client fails to make Payment in full of a Balance Payment(s), or (iii) an Outstanding Balance(s) from any Order(s) exists.

Gross Negligence or Willful Misconduct

A Party will be in Default of this Agreement, in the event that a court of competent jurisdiction rules it has demonstrated gross negligence and/or willful misconduct when fulfilling its obligations, duties and responsibilities pursuant to the Agreement.

Compliance with Laws

A Party will be in Default of this Agreement, in the event that it violates any laws, rules or regulations, including but not limited to violations that affect this Agreement, the Parties, business(es), property and/or customers of the Parties or any Third Party.

Termination

Survival of Termination Policies

The Termination Policies, inclusive of all the Terms and Conditions stated therein, will survive the Termination indefinitely, and will not be Terminated, nullified and/or voided. This survival is necessary to govern Agreements subject to a Termination.

Remedy Period

Prior to the Termination of this Agreement for reason of Default, the Parties respectively are granted a Remedy Period of five (5) days, starting on the date of a Default Notice, and must fully Remedy the Default within this time period to avoid Termination.

Termination Notice (for Reason of Default)

The Parties respectively must send a Termination Notice to each other in the event that a Party wishes to Terminate this Agreement for reason of Default, and must include the express consent to Terminate the Agreement for reason of Default.

Termination Notice Exclusion (for Automatic Termination)

The Parties respectively are not required to send a Termination Notice and/or provide express consent to each other, under the exclusive condition that the Termination is an Automatic Termination, and is identified as such pursuant to the Termination Policies.

Termination Date

The date on which this Agreement is Terminated, nullified and/or voided (the Termination Date), is the date expressly stated by the Termination Policies, and is specific to each respective Order. Any Terms surviving the Termination Date are explicitly specified.

Automatic Termination after Last Delivery

This Agreement will be Automatically Terminated, nullified and/or voided on the last Delivery Date to occur respective to an Order, under the condition that there are no surviving Packages for the same Order (Subscription or Non-Subscription).

Automatic Termination after Last Cancellation (Subscription)

This Agreement will be Automatically Terminated, nullified and/or voided on the last Subscription Cancellation Date to occur respective to an Order, under the condition that there are no surviving Packages for the same Order (Subscription or Non-Subscription).

Automatic Termination after Last Cancellation (Non-Subscription)

This Agreement will be Automatically Terminated, nullified and/or voided on the last non-Subscription Cancellation Date to occur respective to an Order, under the condition that there are no surviving Packages for the same Order (Subscription or Non-Subscription).

Remedy Period before Cancellation (Non-Subscription)

When Cancelling a non-Subscription type Service(s) and/or Package(s) (ex. Website Design), either individually or as part of an entire Order(s), DigitalRage has the right to exercise the Remedy Period prior to honoring the Cancellation(s).

Cancellation without Reasonable Cause (Non-Subscription)

When Cancelling a non-Subscription type Service(s) and/or Package(s) (ex. Website Design), without reasonable cause or without granting DigitalRage the Remedy Period, the Client agrees to pay the DigitalRage Expense(s) for the Cancelled Order(s).

Termination after Default

This Agreement will be Terminated, nullified and/or voided after Default on the date of a Termination Notice, under the condition that the non-Defaulting Party consents to the Termination for reason of Default, and provides a Termination Notice accordingly.

Payment for Orders Subject to Termination after Default

If this Agreement is Terminated for reason of Default, the Client will pay the DigitalRage Expense(s) for the Order(s) subject to the Termination, including but not limited to the cost(s) of Services rendered, work-hours performed and/or any other cost(s) incurred.

Non-Survival of Services

The Services of DigitalRage pursuant to this Agreement will not survive the Termination, and will become Terminated on the Termination Date, except for Services expressly stated to survive pursuant to the Agreement.

Non-Survival of Obligations, Duties and Responsibilities

The obligations, duties and responsibilities of the Parties pursuant to this Agreement will not survive the Termination, and will become Terminated on the Termination Date, except for obligations expressly stated to survive pursuant to the Agreement.

Retention of Financial Records

Pursuant to the Privacy Policies, and to comply with all laws and legal obligations, DigitalRage reserves the right(s) to retain indefinitely any financial records, history and/or Confidential personal information respective to an Order(s) submitted on the Website.

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