These Terms of Service ("Terms") govern the use of products and services ("Services") provided by 10 Forward Media, LLC d/b/a Reiff Valliant & Co. Digital Studios ("RVCDS"). By accessing or utilizing our Services, you ("Client") agree to be bound by these Terms. Please review them carefully.

1. Acceptance of Terms

These Terms apply to all engagements between RVCDS and the Client, unless specifically superseded by a written agreement executed by both parties. In the event of any conflict between these Terms and a separately negotiated agreement, the terms of that specific agreement will prevail. Any matters not addressed in the specific agreement will be governed by these Terms. The Client's acceptance of any quote, estimate, or use of Services constitutes acceptance of these Terms, even if no formal signature is provided.

2. Retainer-Based Services

RVCDS primarily provides its Services under retainer-based agreements, structured as either prepaid retainer packages or monthly retainers, as outlined below:

• Prepaid Retainer Packages:
  • Clients may purchase blocks of hours for Development or Support services, which are billed at a flat hourly agency retainer rate.
  • Prepaid hours may be used at any time within one (1) year from the date of purchase. Unused hours will expire automatically after this period.
  • Once prepaid hours are fully utilized, any additional services shall be billed at the rates set forth in RVCDS’s Standard Rate Card, unless additional prepaid hours are purchased.
  • Services are billed in increments of six (6) minutes per task.
• Monthly Retainer Packages:
  • Clients may enter into a monthly retainer agreement for ongoing support services ("Basic Services"), which entitles the Client to a specified number of hours each month for a fixed monthly fee, subject to a twelve (12) month commitment.
  • Hours not used within the applicable month shall expire and will not carry over to subsequent months.
  • Services exceeding the monthly allotment ("Extended Services") will be billed at the hourly rates specified in RVCDS's Standard Rate Card, subject to prior Client authorization, or drawn from a supplemental prepaid retainer, if available.
• Managed Hosting / Support Plans:
  • Managed Hosting / Support Plans are priced for a twelve (12) month term, with monthly invoicing. Payments are due on the 1st of each month.
  • The monthly rate is fixed for the duration of the term, unless web traffic demands necessitate a permanent increase in server resources.
  • Prices may change upon annual renewal, and RVCDS will provide notice of any adjustments.
  • The Client may cancel the plan at any time without penalty, but cancellation may result in the loss of the fixed rate for future services.
  • The plan includes hosting infrastructure, administrative support, security updates, weekly backups, and a minimum of two (2) hours of help desk support per month, depending on the agreed scope.
  • Managed Hosting / Support Plans may be supplemented by either Prepaid Retainer or Monthly Retainer development and/or support packages.
• Billing Terms:
  • Prepaid retainers and monthly retainers are invoiced in advance, with payment due upon receipt, and are non-refundable. Services will not commence until full payment has been received.
  • Clients who have not qualified for Net 30 billing terms (as outlined in the Client Acceptance Policy below) are required to maintain a sufficient balance in their retainer accounts at all times. Retainers must be replenished before any further work begins. RVCDS cannot guarantee the availability of services for Clients who fail to maintain an adequate retainer balance.
  • The Rate Card applies primarily to Clients who qualify for Net 30 billing terms. Clients who do not qualify must prepay for all services either through a retainer or another approved prepayment method. Where Services are provided without a retainer agreement, or where hours exceed those covered by the retainer, RVCDS’s Standard Rate Card shall apply. This Rate Card outlines the hourly rates for various roles, such as Senior Developer, QA Engineer, Designer, etc., and is available upon request.
  • Once prepaid hours are exhausted, any additional services will be billed at the rates specified in the Standard Rate Card, unless additional prepaid hours are purchased.
  • All invoices are payable within fifteen (15) days of receipt unless otherwise agreed in writing. Any invoice not paid within fifteen (15) days of the due date will incur a late fee of three percent (3%) per month, or ten percent (10%) per month for hosting plan payments.

3. Project-Based Services

For project-based Services where a fixed fee has been agreed upon, the following terms apply:

• Estimates: All estimates provided by RVCDS are valid for a period of seven (7) calendar days and are non-binding. The final cost may be subject to adjustment based on scope changes requested by the Client.
• Payment: A non-refundable deposit of fifty percent (50%) of the total estimated project cost is required prior to the commencement of work. The remaining balance is due upon completion of the project, prior to the delivery of any final deliverables.
• Deliverables: Deliverables, including but not limited to websites, files, and other digital assets, will only be transferred to the Client once full payment has been received.
• Changes in Scope: Any modifications requested by the Client beyond the original scope of work will be billed at RVCDS's applicable hourly rates unless otherwise agreed in writing by both parties.
• Estimated Timeframes: RVCDS will provide an estimated timeframe for the completion of each project. These estimates are not binding, and actual completion may vary depending on Client responsiveness, design changes, or other unforeseen circumstances.
• Dormant Projects: If a project remains inactive due to Client non-responsiveness for a period exceeding six (6) months, it will be considered dormant. Reactivation of dormant projects will require payment of all outstanding fees prior to rescheduling. Projects dormant for over twelve (12) months will be considered canceled, with any deposits retained by RVCDS. At RVCDS’s sole discretion, the Client may retain a credit for future services, valid for one (1) year.
• Ownership: Ownership of all designs, code, and other deliverables shall remain with RVCDS until all outstanding balances have been paid in full. Upon receipt of final payment, ownership of the final deliverables will transfer to the Client. However, RVCDS retains the right to reuse non-client-specific components, frameworks, or code that are part of RVCDS’s intellectual property, unless otherwise agreed in writing.

4. Client Acceptance Policy (CAP)

RVCDS reserves the right to refuse Services to any prospective client at its sole discretion. An inquiry or request for a quote does not obligate RVCDS to enter into a business relationship with the inquiring party.

Clients must meet the following eligibility requirements to qualify for Net 30 billing:

• The Client must have a minimum of five (5) full-time employees
• AND, The Client must have an annual spend of at least $50,000 with RVCDS.

Clients who do not meet these requirements must pay for Services through an upfront retainer arrangement.

5. Limitation of Liability

To the fullest extent permitted by law, RVCDS shall not be liable for any indirect, incidental, consequential, or special damages, including but not limited to lost profits, revenue, or data, arising from delays, non-deliveries, or interruptions in Services, whether caused by RVCDS or third-party vendors.

The Client agrees to indemnify and hold harmless RVCDS from any and all claims, liabilities, and damages arising out of the use of RVCDS’s Services.

6. Termination

Either party may terminate this agreement by providing thirty (30) days' written notice to the other. RVCDS reserves the right to terminate this agreement immediately upon a material breach by the Client, including non-payment or failure to fulfill obligations. In the event of termination, the Client shall remain responsible for payment of all Services rendered up to the effective date of termination.

7. General Terms

• Attribution: Websites developed by RVCDS will include a "Website by Reiff Valliant & Co." attribution in the footer, which links to RVCDS’s website. This attribution may be removed for a fee upon the Client’s request.
• Stock Assets: Any costs incurred for stock photography, video, or other assets necessary for the project will be billed to the Client, unless the Client provides such assets. Stock assets are not included in the quoted price unless explicitly stated.
• Third-Party Services: RVCDS is not responsible for the performance or reliability of third-party services, including but not limited to hosting providers, domain services, email services, or third-party plugins. RVCDS will not be liable for any downtime, service interruptions, or losses caused by third-party providers.
• Modifications to Terms: RVCDS reserves the right to modify these Terms at any time without prior notice. Continued use of Services after any modification shall constitute acceptance of the updated Terms.

By making payment to RVCDS, the Client acknowledges having read, understood, and agreed to these Terms in full. These Terms supersede any prior agreements, representations, or understandings between the parties unless explicitly agreed to in writing.