THIS SERVICE LEVEL AGREEMENT IS BETWEEN:
RIVET CREATIVE GROUP, LLC (the "SERVICE PROVIDER"), a Limited Liability Corporation organized and existing under the laws of the state of Indiana, located at:
1658 BELLEFONTAINE, ST
INDIANAPOLIS, IN 46202
You (the "CLIENT")
WHEREAS, the Service Provider is in the business of web design + development, marketing, e-commerce sales, and order fulfillment of products relating to the Client's past, present, or future album cycle, and WHEREAS, this Agreement contains the Service Provider's terms of Agreement, NOW, THEREFORE, in consideration of the mutual covenants and Agreements herein contained, the parties hereto, intending, to be legally bound, agree as follows:
1. SERVICES PROVIDED
Service Provider is prepared to provide the following professional services to Client:
- Setup of Client's products via the rivetmerch.com web application to facilitate ongoing e-commerce sales of merchandise and physical/digital music.
- Order fulfillment for all transactions that take place through above mentioned web application, along with monthly transmission of sales reporting and data.
At all times, Client is the owner of the music and merchandise inventory. Service Provider will never take ownership of any inventory. The legal parties to all sales transactions are the Client and the consumer. Service Provider is serving only as the sale facilitator and fulfillment company.
2. CONTRACT TERM
The initial term of this Agreement shall commence after it becomes effective, and it shall continue until the Service Provider or Client terminate this Agreement upon written notice to the other, as provided in Section 8 and 9.
3. LICENSE FOR CUSTOMIZATION PURPOSES
During the term of this Agreement, the Client hereby grants Service Provider a non-exclusive, non-transferable right and license to use Client's trademarks, service marks, copyrights, and logos for all promotional and marketing purposes; digital, print, or otherwise, as approved by Client in connection with sale of Client's products on Service Provider's e-commerce website. This includes, but is not limited to, Client's website, social media properties, email marketing communications, SMS/text message communications, and Service Provider's digital properties and print publications. This usage will adhere to the existing form of Client's trademarks, service marks, copyrights, or logos as originally provided by Client to Service Provider and all such usage shall inure to the benefit of Client. Service Provider agrees that no other public use will be made of the Client's trademarks, service marks, copyrights, or logos unless written authorization is received from Client and uses will cease on termination of this Agreement.
4. FEES AND PAYMENTS
SUBSCRIPTION TERMS: Service Provider offers a range of subscription plans to its Services (each, a "Plan") from which the Client will select. Client will select a Plan as part of the registration for the Services.
Client will pay the fees applicable to the selected subscription to the Plan ("Subscription Fees") and any other applicable fees, including but not limited to fees relating to the processing of transactions ("Transaction Fees") as defined in the "Transaction Fees" section, and any fees relating to Client's purchase of any products or services such as printed products, shipping of inventory, and any required apps or Third Party Services ("Additional Fees"). Together, the Subscription Fees, Transaction Fees and the Additional Fees are referred to as the "Fees".
Client must keep a valid credit card on file with Service Provider to pay for all incurred and recurring Fees. Service Provider will charge applicable Fees to the credit card account that Client authorizes ("Authorized Card"), and Service Provider will continue to charge the Authorized Card (or any replacement card) for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency.
Subscription Fees are paid in advance and will be billed in (30) day intervals, or (365) day intervals (each such date, a "Billing Date"), based on the subscription period chosen/sold. Additional Fees will be charged from time to time at Service Provider's discretion. Client will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the Client. Users have approximately two weeks to bring up and settle any issues with the billing of Subscription Fees or Additional Fees.
At the end of the current subscription period, the Plan will automatically renew for a subscription period equal to the prior subscription period unless Client provides Service Provider the intent not to renew the Plan at least thirty (30) days (as defined in Section 8) prior to the end of the then-current subscription period.
Service Provider does not provide refunds.
TRANSACTION FEE: Service Provider will collect 20% of each transaction completed via Client's and Service Provider's e-commerce web application. The transaction amount is the total cost of all items purchased, plus shipping and any taxes (less any promotional discounts). Please reference the following order as an example for how the transaction fee is calculated:
Pre-Order Bundle #1
|Discount 25% (SPRINGSALE)||-$6.25|
|IN State Sales Tax 7%||$1.59|
TOTAL PAYOUT to Client for this transaction:
Transaction Total ($24.33) - Shipping ($3.99) - State Sales Tax ($1.59) - Transaction Fee ($3.75) = $15.00
5. BILLING AND CLIENT COMPENSATION ARRANGEMENTS
- Service Provider will bill Client for any additional services rendered at the beginning each month. Such services would be outlined by Service Provider in a cost estimate proposal and approved by Client prior to starting any new project or service.
- Payment for any Client approved projects or services rendered by Service Provider is due within 30 days of the billing issue date.
- Credit of music and merchandise sales will be submitted to Client on or before the 7th of each month. Payment will be issued by Service Provider via a bank issued check. Client retains the right to audit any sales data from Service Provider's e-commerce web applications, as well as any related financial statements or sales reports relating to e-commerce sales.
6. SALES TAX COLLECTION AND REMITTANCE
- Service Provider will collect sales tax on all transactions with customer billing addresses from the state of Indiana (7%).
- Service Provider will provide a detailed summary of all sales tax collected on a monthly basis to Client.
- Service Provider will be responsible for all sales tax remittance and timely reporting.
7. LIABILITY INSURANCE
Music, apparel, merchandise or other property owned by Client is covered by Service Provider under a commercial general liability insurance policy. The details of this policy are as follows:
|INSURER:||State Farm Fire and Casualty Company|
Service Provider will add Client, its affiliates, and their respective members, officers, agents, and representatives as additional insurees. Service Provider will also maintain workers compensation insurance for any jurisdiction where services are performed by Service Provider's personnel. Client may request a Certificate of Insurance at any time.
8. TERMINATION BY CLIENT
Client may terminate this Agreement by giving Service Provider a written notice at any time and will be liable for all work fees incurred until effective date of termination. If Client does not provide such a notice, it will be obliged to pay all fees for work done and for other charges incurred.
The termination will become effective thirty (30) days after the notice is given. Until then, any and all on-going services will continue and will be billed as outlined by this Agreement.
9. TERMINATION BY SERVICE PROVIDER
Service Provider may terminate this Agreement at any time and stop acting for Client by providing a written notice.
The termination will become effective thirty (30) days after the notice is given. Until then, any and all on-going services will continue and will be billed according to this Agreement.
10. RIGHTS ON TERMINATION
All services performed, materials prepared, and costs incurred by Service Provider prior to termination of this Agreement shall be billed to Client as provided in Section 3. On termination, Service Provider will return any remaining inventory of music, apparel, merchandise or other property owned by Client.
Service Provider will indemnify Client from any claims arising from any breach of Service Provider of its representation, warranties or undertakings in this Agreement.
11. LIMITATION OF WARRANTIES
Service Provider agrees to perform the Services Provided, as described in Section 1, in exchange for payment of fees and charges by Client, described in Sections 4 and 5. Service Provider makes no other Warranties, whether expressed or implied. Service Provider will maintain and preserve Client's inventory of music, apparel, merchandise or other property in good and marketable condition.
In the event of dissatisfaction by Client with Services Provided or with Service Provider's performance or conduct under or in connection with this agreement in any respect, client may submit a written request for reimbursement of fees at any time up until, but not after thirty (30) days from termination of this Agreement. Service Provider will provide a response to the request, and if it determines the request to be justified, will make a reasonable and appropriate adjustment of fees.
This Agreement shall be interpreted according to the laws of the State of Indiana. In the event any legal action is filed regarding this Agreement, the Marion County Superior Court (Indianapolis, Indiana) shall have jurisdiction and venue. This Agreement shall be binding upon and shall inure to the benefit of the successors, assigns, personal representatives, and executors of the parties herein.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same Agreement. The counterparts of this Agreement and all Ancillary Documents may be executed and delivered by email, facsimile or other electronic signature by any of the parties to any other party and the receiving party may rely on the receipt of such document so executed and delivered by email, facsimile or other electronic means as if the original had been received.