Rubikon Marketing

Terms and Conditions

Rubikon provides this website for visitors’ personal informational, educational, and entertainment use. These terms of use governing access to and use of this website should be read carefully before using the website. Within these terms of use, “we” and “our” refer to Rubikon and “you” and “your” refer to any individual, company, or legal entity that accesses or otherwise uses this website (www.Rubikonmarketing.com) processing of your personal data in accordance with our privacy policy. If you do not agree with these terms of use or our privacy policy, you should not use the website.

Modifications

Rubikon may amend these terms of use in its sole discretion, at any time without notice to you. Amendments to the terms of use shall be effective upon posting. By continuing to access or use this website, you will be deemed to have accepted such amendments. You are advised to regularly review any applicable terms and conditions. Rubikon reserves the right to discontinue or make changes or updates with respect to the website or its content at any time without notice.

Revisions and Errata

The content appearing on this website may include technical, typographical, or photographic errors. We do not warrant that any of the content on the website is accurate, complete, or current. We may make changes to the website content at any time without notice. We do not, however, make any commitment to update the content.

Your Obligations

Rubikon grants permission to Client tempoorarily download the materials (information or software) on this website for personal, noncommercial viewing only. This is the grant of a license, not a transfer of title. Under this license you may not:
Modify or copy the materials.
Use the materials for any commercial purpose or for any public display (commercial or noncommercial).
Use or access the website for any fraudulent or unlawful purpose.
Transmit or otherwise make available in connection with the website or access to it any virus, worm, Trojan horse, time bomb, spyware, or other harmful computer code, file, or program.
Attempt to decompile or reverse-engineer any software contained on the website.
Restrict or inhibit the ability of any other person to access or use the website.
Remove, obscure, or modify any copyright, trademark, or other proprietary notations on the website.

Links

From time to time, the website may include links to third-party websites. These links are provided for your convenience only and do not signify that we endorse such third-party websites. We do not review such third-party websites. In accessing them, you acknowledge and agree that:
We are not responsible for such websites, including the terms on which such websites are made available and the privacy policies of such websites, and we do not control their content or availability.
We make no representation, warranty, or condition, either express or implied, in relation to any goods or services or information received from such websites.
You access any such website entirely at your own risk.
Rubikon recommends that you make yourself aware of and read the legal and privacy notices of all other websites that you visit.

Legal Disclaimers

Except as expressly provided in these terms of use, this website is made available to you on an “as is” basis.  We disclaim and do not accept any liability to you with respect to the website, your use of it, or otherwise. It is your responsibility to ensure that the website is suitable for your intended purposes. We make no warranties, expressed or implied, and hereby disclaim and negate all other warranties, including without limitation implied warranties or conditions of merchantability, fitness for a particular purpose, and non-infringement of intellectual property or other violation of rights.

We give no warranty:
That access to the website will be uninterrupted or error-free;
That the website and/or the computer server from which the website is made available are free of viruses or other harmful components; or
As to pe accuracy, content, timeliness, completeness, reliability, quality, or suitability of any content contained in or delivered via the website or otherwise made available in connection with the website.

You also acknowledge and agree that the operation of the website is dependent on the proper and effective functioning of the Internet and other third-party equipment and services, and that we do not guarantee and will not be liable for these in any way.

We will not be liable to you for any special, indirect, or consequential losses or damages, or any loss of data, profits, revenues, business, or goodwill. Because some jurisdictions do not allow limitations on implied warranties or limitations of liability for consequential or incidental damages, these limitations may not apply to you.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY WAIVE ALL CLAIMS AGAINST RUBIKON AND ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, CLIENTLOYEES, SHAREHOLDERS, SUPPLIERS, AND PROGRAMMERS THAT MAY ARISE FROM YOUR ACCESS OR USE OF THIS WEBSITE.

Indemnification and Release

You agree to indemnify, defend, and hold harmless Rubikon and its affiliates against all claims, demands, causes of action, losses, expenses, damages, and costs, including any reasonable attorneys’ fees, resulting or arising from or relating to:
Your use of or conduct on the website
Any activity related to use of the website by you
Any message or material that you submit to, post on, or transmit through the website
Your violation of these terms of use
Your infringement or violation of any rights of another

Termination of your access to the website

If you have a dispute with one or more users, you release Rubikon and its affiliates from claims, demands, or damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

Intellectual Property Rights

The intellectual property rights in this website and copyright in all material stored, displayed, and accessible on the website are either owned by us or duly licensed by third parties. All such rights are reserved.

Governing Law

These terms of use and any dispute or claim arising out of or in connection with these terms of use or their subject matter (including non-contractual disputes or claims) are subject to the laws of the Commonwealth of Virginia without regard to its conflict of law provisions.

Severability

If any provision of these terms of use is held to be unlawful, void, or for any reason unenforceable by a court of competent jurisdiction, then the invalid or unenforceable provision shall be replaced by a valid, enforceable provision that most closely matches the intent of the original provision, and the validity and enforceability of any remaining provisions shall not be affected.

No Waiver

The failure of Rubikon and its affiliates to enforce any part of these terms of use shall not constitute a waiver of such term or provision, and shall not be considered a waiver or limit of Rubikon’s right thereafter to insist on strict adherence to that term or any other provision of these terms of use.

Our general method and practice of servicing all clients is as follows:

  1. Progress and Reporting. Rubikon shall keep the Client reasonably informed concerning the project and will communicate information and advice about significant developments in the matter. Rubikon may communicate by letter, telephone, facsimile transmission or email. CLIENT should, of course, feel free to communicate with Rubikon on any issue or matter that you feel deserves attention and we will endeavor to respond promptly. In order for us to assist you effectively and efficiently, we assume that you will provide us with the factual information you have which relates to the subject matter of our engagement, and that you will make any appropriate business or technical decisions.
  2. Fees and Costs. Client shall be billed in equal monthly; Client shall make payment without receipt of invoice to Rubikon within seven (7) day of receipt of invoice when the engagement is based on a monthly retainer contract. If both parties do not agree to either a fixed monthly retainer or a fixed project fee, the Firm has established an hourly billing rate for each Rubikon consultant associated with the project. Other staff and outside contractors who may render services on your behalf in this matter may have higher or lower hourly rates. Rubikon will try to assign work to professionals who can provide the necessary services most efficiently, but we will continue to be responsible for the entire assignment. Hourly rates are normally adjusted once a year for work performed beginning in January. Client consents to these rate adjustments unless you notify the Firm, in writing, to the contrary.
  3. Art, Photography, Copywriting Records Retention and Disposal. At the conclusion of the project or services described in the addendum, above, CLIENT may request that your file in this matter be sent to CLIENT. If so, Rubikon reserves the right, at its own discretion and expense, to retain a copy of all or part of the files you request. If you do not request your file, then Rubikon will store the file at its expense for a period of one (1) year following the conclusion of the matter. Thereafter, unless we receive written instructions from CLIENT to the contrary, Rubikon will destroy the file, consistent with maintaining confidentiality, without further notice.
  4. Work Product Ownership. Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the “Work Product”) developed in whole or in part by Rubikon in connection with the Services will be the exclusive property of CLIENT. Upon request, Rubikon will execute all documents necessary to confirm or perfect the exclusive ownership of the Client to the Work Product. “Client work product “ shall be defined as camera-ready re-producible artwork and designs. In all cases Rubikon shall --unless specifically stipulated in any letter of engagement –retain exclusive ownership rights to art/design/ Adobe InDesign® files created at its own expense.
  5. Confidentiality. Rubikon, and its Client, employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Rubikon, or divulge, disclose, or communicate in any manner, any information that is proprietary to the Client. Rubikon and its Client, employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Engagement. Upon termination of this project, Rubikon will return to the Client all records, notes, documentation and other items that were used, created, or controlled by Rubikon during the term of this project.
  6. Default. The occurrence of any of the following shall constitute a material default under this Contract: a. The failure to make a required payment when due; b. The insolvency or bankruptcy of either party; c. The subjection of any of either party’s property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency; d. The failure to make available or deliver the Services in the time and manner provided for in this Engagement.
  7. Force Majeure. If performance of this project or any obligation under this Engagement is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its Client, employees, officers, agents, or affiliates.
  8. Arbitration. Any controversies or disputes arising out of or relating to this Engagement shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Contract. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties. All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served.  The arbitrator(s) shall not have the authority to modify any provision of this Contract or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Contract.
  9. Entire Agreement. This project contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Engagement supersedes any prior written or oral agreements between the parties.
  10. Amendment. This Engagement may be modified or amended in writing, if the party obligated under the amendment signs that writing.
  11. Governing Law. This Engagement shall be construed in accordance with the laws of the State of Virginia.
  12. Notice. Any notice or communication required or permitted under this Engagement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.
  13. Term of Engagement. Rubikon shall serve as the contracted marketing agency of record for a term of the letter of engagement; cancellable under the terms herein outlined in Addendum A.
  14. Right to Terminate. Client shall have the right to cancel this contract with 45 days written notice to Rubikon after 3 months of service; however, if the client exercises cancellation during any point in the project’s engagement, the client shall be obligated for any outstanding program payments plus whatever additional out-of-pocket expenses have been accrued to that point in the project.

Terms of Use Effective Date: October 14, 2015