The following information pertains to Red October Firm, LLC (Red October Firm) and any individual or brand conducting business with Red October Firm.
- Client-Supplied Material Does Not Infringe: If the Client provides Red October Firm with material to incorporate into the work Red October Firm is producing, the Client promises that this material does not infringe on someone else’s intellectual property rights. Red October Firm will not be held liable if the Client’ supplied material infringes on someone else’s intellectual property rights.
- Client Availability and Review: The client agrees to be reasonably available to Red October Firm for any questions regarding the Services and to review the Services in a timely manner.
- Client’s Timeliness and Delay and Re-Consultation Fee: Red October Firm’s ability to provide Services depends on the Client’s ability to provide all materials, answer all questions, and give comments and comments approvals or revisions in a timely manner.
- Access to Accounts: The client will provide access and login information to Red October Firm for all accounts and/or third-party software for Red October Firm to complete the Services. If Client does not provide access and login information for Red October Firm to complete the Services, Red October Firm shall not be held responsible for any Services that are unable to be completed, and as such, Client shall still be responsible for all payments due to Red October Firm under this Agreement.
- Expenses: The client shall reimburse Red October Firm for all costs incurred to complete the Services, including but not limited to font licensing, hosting and website fees, and shipping costs. Red October Firm will invoice the Client for such expenses and provide all receipts for any expenses incurred.
- Proofreading: The client is responsible for all content accuracy and proofreading.
- Email Services: The client is responsible for all email connections to/from a website and their own email servers. Red October Firm does not provide email support and will not be liable for email service in-availability, lost emails, transfers, or any other service related to email.
Red October Firm shall ensure that user experiences of a website shall be appropriate to the capabilities of a browser or device. Client understands and agrees that Red October Firm cannot guarantee that websites will look the same in all browsers or on devices with different screens nor can Red October Firm guarantee that the website will function with all browsers across the market or with browsers and versions developed in the future.
Red October Firm does not promise or guarantee, verbally or in writing, any results, future earnings, business profits, marketing performances, audience growth, or results of any kind by using the Services. By using the Services Client accepts, agrees, and understands that Client is fully responsible for its progress and results. Red October Firm does not guarantee the Client will get any results using any of the ideas, tools, strategies, or recommendations, and nothing in the Services is a promise, warranty, or guarantee of such results.
The use of the Services is at the Client’s sole risk. The Services are provided on an “as is” and “as available” basis. Red October Firm makes no representations or warranties about the suitability, reliability, availability, timeliness, security, lack of errors, or accuracy of the Services. RED OCTOBER FIRM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE COMPANY MAKES NO WARRANTY THAT (1) THE SERVICES WILL MEET THE CLIENT’S REQUIREMENTS OR EXPECTATIONS AND (2) THE SERVICES WILL BE TIMELY AND ERROR-FREE. No advice or information, whether oral or written, obtained by Client from Red October Firm through the Services shall create a warranty not expressly stated in this Agreement. Some jurisdictions do not allow the disclaimer of implied warranties and/or limitations of liability, so a portion of the foregoing may not apply to the Client. In such a case, any such disclaimer or limitation of liability is limited to the minimum extent permissible under applicable law.
Red October Firm agrees that the Services, and the services of any employees or independent contractors hired by Red October Firm, are rendered hereunder as a “work-made-for-hire” specially ordered by the Company pursuant to Sections 101 and 201 of the Copyright Act of 1976 and all similar laws of the jurisdiction, with Client being deemed the sole author and owner of the results and proceeds of the Services (the “Work Product”) pursuant to this Agreement (including, without limitation, any materials or work product delivered hereunder).
Work Product Use
Notwithstanding the above clause, Red October Firm shall be permitted to use the Work Product for marketing purposes after such Work Product has been made public by the Client. Nothing contained herein shall limit Red October Firm’s rights.
Work Product Does Not Infringe
Red October Firm promises that its Work Product does not and will not infringe on someone else’s intellectual property rights. Client understands that Red October Firm has a specific style and aesthetic of work that it produces for its clients and that style may be similar to the Work Product, and such similarity is not an infringement on someone else’s intellectual property rights nor Client’s Work Product in the future.
Red October Firm shall have the right to claim designing and development credit for Client’s website by including “Website Design by Red October Firm” in small font on the footer of Client’s website, which will not be obstructive to Client’s material. If Client wishes to remove the development and design credit, Client shall pay Red October Firm a fee of Five Thousand Five Hundred Dollars ($5,500).
For purposes of this Agreement, “Confidential Information” means and will include: (i) any information, materials, or knowledge regarding the Company and its business including but not limited to client information, financials, any login or password information that is disclosed to Red October Firm or to which Red October Firm has access to in connection with performing the Services; and (ii) the existence and terms and conditions of this Agreement. Confidential Information will not include, however, any information that is or becomes part of the public domain through no fault of Red October Firm or that Client regularly gives to third parties without restrictions on use or disclosure. Red October Firm agrees to hold all Confidential Information in strict confidence, not to use it in any way, commercially or otherwise, except in performing the Services, and not to disclose it to others.
Use of Client’s Name and Comments
Red October Firm shall have the right to use Client’s name, feedback, emails, testimonials, comments, service marks, or trade names for its own advertising, promotion, marketing, or publicity in any medium of public communication, including, but not limited to, print and electronic media, without the prior written consent of Client.
The parties shall defend, indemnify and hold harmless the other party, from and against, all third party, claims, actions, causes of actions, judgments, liabilities, obligations, and expenses, and other amounts actually incurred, arising out of, relating to, or resulting from the breach of any provision of this Agreement. This indemnification obligation shall survive the expiration of the Term.
Limitation of Liability
Client agrees to absolve Red October Firm of any and all liability or loss that Client or any person or entity associated with Client may suffer or incur as a result of the use of the Services. Client agrees that Red October Firm shall not be liable for any type of damages, including direct, indirect, special, incidental, equitable, or consequential loss or damages for use of the Services. Red October Firm’s liability to Client or any third parties under any circumstance is limited to the amount Client has paid Red October Firm under this Agreement.
In the event of a dispute arising out of this Agreement that cannot be resolved by mutual agreement, the parties agree to engage in mediation. If the matter cannot be resolved through mediation and legal action ensues, the successful party will be entitled to its legal fees, including, but not limited to its attorneys’ fees.
Neither party shall be liable for any costs or damages due to delay or nonperformance under this Agreement arising out of any cause or event beyond such party’s control, including but not limited to Acts of God, fire, flood, explosion, earthquake, or other natural forces, war, civil unrest, pandemic, accident, work stoppage, power or other mechanical failures, governmental action, or communication disruption. A party claiming the benefit of this provision shall, as soon as reasonably practicable after or during the occurrence of any such event, (a) provide written notice to the other party of the nature and extent of any such Force Majeure condition; and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Agreement, as applicable, as soon as reasonably practicable.
Neither party may assign or transfer any of their rights or delegate any of their obligations under this Agreement, in whole or part, without the other party’s express prior written consent. Any attempted assignment, transfer, or delegation without such consent will be void.
This Agreement will be governed by and construed in accordance with the laws of the State of Connecticut excluding that body of law pertaining to conflict of laws.
If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.
This Agreement constitutes the complete and exclusive understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral, with respect to the subject matter hereof. Any waiver, modification, or amendment of any provision of this Agreement will be effective only if in writing and signed by the parties hereto.
The waiver of any breach of any provision of this Agreement will not constitute a waiver of any subsequent breach of the same other provisions hereof.
This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
Disclosure & Limit of Liability
The information contained in all websites or marketing material created by Red October Firm, LLC is for general information purposes only. The information is provided by the client and while we endeavor to keep the information up to date and correct, Red October Firm, LLC makes no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability, or availability with respect to the website or the information, products, services, or related graphics contained on the website for any purpose. Any reliance you place on such information is therefore strictly at your own risk.
Red October Firm, LLC will not be liable for any client’s non-compete clauses incurred with another company. The client takes full responsibility for accuracy, content (including images and text), implied messaging, and marketing efforts, and Red October Firm, LLL will not be held liable.
In no event will Red October Firm, LLC be liable for any loss or damage including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from loss of data or profits arising out of, or in connection with, the use of this website.
Through clients’ websites, you may be able to link to other websites which are not under the control of Red October Firm, LLC. We have no control over the nature, content, and availability of those sites. The inclusion of any links does not necessarily imply a recommendation or endorse the views expressed within them.
Every effort is made to keep the website and/or ads up and running smoothly. However, Red October Firm, LLC takes no responsibility for, and will not be liable for, the website or ads being temporarily unavailable due to technical issues beyond our control.
Further Disclosures And Limits Of Liability
In no event will Red October Firm, LLC be liable for any damages, including any lost profits, lost savings, or other incidental, consequential, or special damages arising from the use of customer websites, customer products or external links, and affiliate sites. Clients, visitors, and third parties agree to indemnify and hold harmless Red October Firm, its owners, employees, and its agents, from any damages claimed as a result of information, resources, products, services, or third-party links obtained from Red October Firm’s site.
Our products and services are provided “as is” without warranty of any kind, either expressed or implied unless otherwise stated. In no event shall our juridical person be liable for any damages including, but not limited to, direct, indirect, special, incidental, or consequential damages or other losses arising out of the use of or inability to use our products and services.
All services provided by Red October Firm may be used for lawful purposes only. Transmission, storage, or presentation of any information, data, or material in violation of any United States Federal, State, or City law is prohibited. This includes, but is not limited to copyrighted material, trademark, intellectual property, material we judge to be threatening or obscene, or material protected by trade secrets and other statutes without proper authorization. The subscriber agrees to indemnify and hold harmless Red October Firm from any claims resulting from the use of the service which damages the subscriber or any other party.
Pornography and sex-related merchandising and material are prohibited on all sites hosted or designed by Red October Firm. This includes sites that may infer sexual content or links to adult content elsewhere. If you host non-adult-related content with us and then host adult-related sites somewhere else, this is also prohibited, and we can not allow someone to host on our server that would host pornography elsewhere. If we find out that you are hosting adult material elsewhere, we will be forced to remove your site (even if it does not have adult material on it) from our servers because we feel that it would be just a matter of time before you would either try to put that on our servers or place a link to it. Red October Firm will be the sole arbiter in determining violations of this provision.
If pornography is found on any of our sites, the offending domain will be deleted immediately with no warning and no refunds of money will be given. NO links to any pornography or sex-related sites are tolerated, and your site will immediately be removed without a refund.
Also prohibited are sites that promote any illegal activity or present content that may damage Red October Firm or any other server on the internet. Links to such materials are also prohibited. No warez, illegal MP3 downloads, or gaming sites.
Examples of unacceptable content or links:
- Pirated software
- Hacker/Cracker programs or archives
- Warez sites
Red October Firm will be the sole arbiter of what constitutes a violation of this provision.
Our company reserves the right to change or modify these terms without prior notice.
If you have questions contact [email protected]
Last Updated: January 11, 2023