Indiegraf Terms of Service

Terms of service updated: May 27, 2024

BETWEEN

Indiegraf Media Inc.,
with its head office at 151 West Hastings Street, Vancouver, BC V6B 1H4

“INDIEGRAF“

AND

THE PUBLISHER

Intro

These terms of services govern all use of Indiegraf’s products and services. When you sign up for Indiegraf, you are asked to accept these terms and conditions. They are long and detailed, and that is because we’ve tried to be as transparent about our partnership as we can. These terms are intended to protect both you and Indiegraf. If you have any questions or concerns, you can contact hello@indiegraf.com.

Preamble

WHEREAS INDIEGRAF is in the business of providing technology products and services to online publishers;

AND WHEREAS THE PUBLISHER is an online publisher providing news to consumers of community journalism;

AND WHEREAS THE PUBLISHER and INDIEGRAF seek to partner to develop, grow and monetize THE PUBLISHER’s online presence;

INDIEGRAF and THE PUBLISHER agree as follows:

Term

This Agreement (“Agreement”) shall take effect on the Start Date and shall automatically renew on the first day of each calendar month (the “Renewal”). The “Start Date” is indicated on the first invoice THE PUBLISHER will receive when signing up for INDIEGRAF.
The Agreement can be terminated by either party with 60-day written notice.
In the event that this Agreement is terminated prior to the expiry of the Term, INDIEGRAF is not obligated to refund any fees paid or owing to it by THE PUBLISHER pursuant to the Agreement.

Onboarding Services

If the package purchased by THE PUBLISHER includes self-guided onboarding, THE PUBLISHER may choose from a select number of fonts and colors and follow directions provided by INDIEGRAF.
If the package purchased by THE PUBLISHER includes dedicated onboarding support from an Indigeraf team member, THE PUBLISHER may access that for up to two months commencing on the Effective Date. If THE PUBLISHER has not completed onboarding within two months, INDIEGRAF is no longer obligated to provide dedicated onboarding services.
THE PUBLISHER’s obligations during dedicated onboarding are to:
1. Provide all branding assets and digital systems access requested by INDIEGRAF no later than 7 days after receiving the request in a suitable electronic format;
2. Attend onboarding meetings as requested by INDIEGRAF, unless other arrangements have been made; and
3. Provide information, feedback and approvals requested by INDIEGRAF within three business days after receiving the request.
INDIEGRAF shall incorporate the information collected in the onboarding stage and the Branding Assets into one of INDIEGRAF’s pre-built themes to create the website for all publishers using INDIEGRAF technology in delivering its products (the “Website”). THE PUBLISHER acknowledges that its website will be built using a standardized template, and there may be limitations to design customizations included in the scope of this agreement. If THE PUBLISHER requests functionality or design customizations that are outside of the scope of this agreement, INDIEGRAF will inform THE PUBLISHER.
INDIEGRAF shall include templated emails and automations for all publishers using INDIEGRAF technology to set up welcome series, membership retention campaigns and other self-run growth campaigns; and
INDIEGRAF shall provide THE PUBLISHER with access to the INDIEGRAF community, events, community benefits and channels for communication with INDIEGRAF staff and other publishers.
INDIEGRAF will provide training documentation to support THE PUBLISHER in effective use of the Products and Services;

Ongoing Services

Commencing upon the completion of the Onboarding Services until the end of the Term, and during the course of any Renewal (the “Ongoing Services”), INDIEGRAF agrees to provide THE PUBLISHER with the Products and Services purchased via THE PUBLISHER’S online account;

INDIEGRAF and THE PUBLISHER agree to provide full unrestricted access to all necessary Administrative Services Accounts throughout the Term and any Renewal(s);
INDIEGRAF is solely responsible for the ongoing technical maintenance and performance of the Website for all publishers using INDIEGRAF technology. THE PUBLISHER acknowledges that all Website changes and maintenance must be implemented via INDIEGRAF’s development team. External developers are not permitted to make changes to INDIGRAF Products and Services;
THE PUBLISHER shall receive access to additional features as they are released to all publishers using INDIEGRAF technology. THE PUBLISHER may request additional features and voice support for proposed features in the Product Feedback portal. INDIEGRAF will consider feature requests made by all publishers and prioritize new feature development via a product roadmap designed to maximize benefit to all INDIEGRAF publishers;
THE PUBLISHER shall receive access to other network benefits, as made available to all INDIEGRAF publishers.

Accounting and Payment of Fees

On the Start Date, fees shall be remitted for services rendered between the start date and the end of the month by THE PUBLISHER to INDIEGRAF by way of an online payment provider managed by INDIEGRAF. Services shall be remitted on a monthly basis thereafter. At the beginning of each month, invoices will be issued for the following month’s fees. Invoice settlement will occur within five business days of invoice date, via the automated online payment provider service. In the case of a subscription upgrade mid-month, INDIEGRAF reserves the right to bill THE PUBLISHER prorated for the remainder of the month.
As INDIEGRAF has unrestricted access to the particulars of THE PUBLISHER’s Stripe, hosting and email account(s), it shall be at liberty to verify the amounts owing at any time. Any discrepancies between the amount paid and the amounts owed shall be reconciled within five business days.
In the case that THE PUBLISHER disagrees with the amounts owing in the invoice, it may send a query to publisherguide@indiegraf.com.

Fees for service

Indiegraf pricing is subject to change with 60 days notice. For the latest pricing, please see indiegraf.com/pricing/.
THE PUBLISHER acknowledges that INDIEGRAF charges fees on a usage basis. Each month, INDIEGRAF will determine its billable fees based on the number of email subscribers at the end of the previous month and services purchased. In the case that THE PUBLISHER’s email subscribers increase above an indicated threshold, it will automatically be billed for the next threshold.
Indiegraf Essentials tier is only available to publishers with under 10,000 email subscribers and 25,000 unique monthly website visitors. In the case that THE PUBLISHER exceeds these limits, they will automatically be moved up to Indiegraf Grow. THE PUBLISHER will be entitled to all features and services made available to Indiegraf Grow publishers.
Hosting overage costs apply only when traffic exceeds allotted maximums:
1. 25,000 monthly unique visits: $30 per month extra
2. 50,000 monthly unique visits: $60 per month extra
3. 75,000 monthly unique visits: $90 per month extra
4. 100,000 monthly unique visits: $120 per month extra
5. 125,000 monthly unique visits: $150 per month extra
6. 150,000 monthly unique visits: $180 per month extra
7. 175,000 monthly unique visits: $210 per month extra
Indiegraf Experts services are priced on a per project and recurring monthly basis. THE PUBLISHER will be billed for services purchased via its account.

One time and add-on fees

One-time migration fee
1. Simple Migration: $132
2. Intermediate Migration: $965
3. Advanced Migration: $2,381
User logins: Each new user login requested above number allotted in your tier (only for Indie Email and Indie Ads Manager): $14 per month extra
SMS credits: Text-based campaigns via Indie Email
1. 250 SMS credits: $5
2. 500 SMS credits: $8
3. 1,000 SMS credits: $16
Paywall and subscription management: Available as optional add-on tool
1. >1,000 paying subscribers: $357 per month extra
2. >2,000 paying subscribers: $375 per month extra
3. >3,000 paying subscribers: $393 per month extra
4. >4,000 paying subscribers: $411 per month extra
5. >5,000 paying subscribers: $429 per month extra
Any out-of-scope, enterprise-level requests from THE PUBLISHER must be approved by INDIEGRAF, and additional costs may apply.

Content

THE PUBLISHER acknowledges that, throughout the Terms and any Renewal(s), it is THE PUBLISHER’s sole responsibility to maintain journalistic content. “Journalistic content” consists of written, audio, video content that is based on factual reporting, directed to its target audience, that undergoes some sort of editorial process. THE PUBLISHER hereby acknowledges that failure to do so will allow INDIEGRAF to terminate this Agreement.
In addition, THE PUBLISHER agrees not to publish content that:
1. infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity;
2. violates an individual’s right to privacy;
3. breaks any law or government regulation, including anti-spam laws;
4. is fraudulent, false, misleading or untruthful;
5. is defamatory or libelous;
6. constitutes hate speech;
7. promotes discrimination, racism, harassment, or other harm against any individual or group; or
8. contains or depicts pornography.

Ownership and Rights

INDIEGRAF acknowledges that certain aspects of the collaboration between it and THE PUBLISHER are the intellectual property of THE PUBLISHER. Such aspects are restricted to the following:
1. trademarks owned by THE PUBLISHER;
2. the Branding Assets;
3. the photographs, video, audio and text of original content created solely by THE PUBLISHER posted to the Website or distributed via the Newsletter Platform;
4. Audience, advertiser, customer or lead lists, proposals, quotations or pricing specific to THE PUBLISHER;
5. Market-specific research, audience or advertiser survey and campaign data and analysis
6. Creative content including advertisements, images or videos produced specifically for THE PUBLISHER to promote its content or advertising clients; and
7. Other work and strategy artifacts specific to THE PUBLISHER produced by INDIEGRAF on THE PUBLISHER’S behalf. (collectively, the “THE PUBLISHER Intellectual Property”).

THE PUBLISHER hereby grants INDIEGRAF a non-exclusive, non-transferable license to use the THE PUBLISHER Intellectual Property for 90 days beyond the expiry of the Term and any subsequent Renewal(s) for the sole purposes of providing the Services under this Agreement.
In addition to the foregoing, THE PUBLISHER hereby grants INDIEGRAF a non-exclusive, non-transferable license in perpetuity to use the THE PUBLISHER Intellectual Property for the purposes of marketing the herein collaboration between INDIEGRAF and THE PUBLISHER as a case study or similar portrayal in INDIEGRAF’s ongoing efforts to promote its own services to other prospective publishers.

THE PUBLISHER acknowledges that certain work and strategy artifacts produced by INDIEGRAF are based on templates and frameworks used to produce work for other publisher customers, and that INDIEGRAF retains all ownership and proprietary rights relating to such templates and frameworks, including, but not limited to, survey design, campaign copy, email campaign automations, campaign analysis frameworks, growth strategies, training materials, product documentation, advertising templates, etc., (collectively “INDIEGRAF Intellectual Property”).
THE PUBLISHER acknowledges that INDIEGRAF owns and retains all ownership and proprietary rights relating to its programming architecture, including, but not limited to, HTML code, program code, graphical code, design, technique, programming documentation, etc., (collectively “INDIEGRAF Intellectual Property”).
THE PUBLISHER further acknowledges that this Agreement does not transfer, sell, assign, or entitle THE PUBLISHER to any of INDIEGRAF’s source codes, programming documentation, or trade secrets. Throughout the Term and any Renewal(s), INDIEGRAF hereby grants to THE PUBLISHER a non-exclusive license to use the INDIEGRAF Intellectual Property in connection with the use and maintenance of the Website.
THE PUBLISHER acknowledges that, on the expiry/termination of this Agreement or any Renewal that it has no right or interest in the Indiegraf Intellectual Property and will cease to use it within 60 days. This means that in order to continue publishing, THE PUBLISHER wilI need to obtain a new website and hosting service. In the case of expiry/termination of this Agreement, INDIEGRAF will provide a file containing THE PUBLISHER’s media files and IP to facilitate a smooth migration to a new website solution. INDIEGRAF will not withhold data or files needed to migrate. INDIEGRAF is not obligated to store THE PUBLISHER’S IP or mediafiles after termination of the agreement.

Termination

In addition to any other termination provisions herein, INDIEGRAF may terminate this Agreement as follows:
1. upon the breach by THE PUBLISHER of a material term or obligation of this Agreement where such breach is not remedied within five business days;
2. immediately upon THE PUBLISHER (i) making an assignment for the benefit of creditors; (ii) becomes insolvent; (iii) files a petition for bankruptcy; and/or ceases all or a substantial part of its operations;
3. THE PUBLISHER fails to provide content for the Website in accordance with the provisions of this Agreement where such breach is not remedied within five business days; and/or
4. THE PUBLISHER does not pay the fees owing to INDIEGRAF pursuant this agreement, and will not have the capability to pay fees in the foreseeable future, and such concerns raised by Indiegraf are not addressed to INDIEGRAF’s satisfaction within five business days of their being made known in writing by INDIEGRAF to THE PUBLISHER.
In addition to any other termination provisions herein, THE PUBLISHER may terminate this Agreement as follows:
1. upon the breach by INDIEGRAF of a material term or obligation of this Agreement where such breach is not remedied within five business days;
2. immediately upon INDIEGRAF (i) making an assignment for the benefit of creditors; (ii) becomes insolvent; (iii) files a petition for bankruptcy; and/or ceases all or a substantial part of its operations;

Insurance and indemnity

During the term of this Agreement, THE PUBLISHER shall, at its expense, attempt to access and maintain media liability insurance with a policy limit of no less than $500,000 exclusive of defense costs, naming INDIEGRAF as an additional insured on the policy. THE PUBLISHER shall provide written confirmation of such coverage on demand by INDIEGRAF in the form of a policy binder, a cover note or similar evidence of coverage issued by THE PUBLISHER’ insurer.
In the case that THE PUBLISHER does not maintain media liability insurance, THE PUBLISHER agrees to indemnify INDIEGRAF and save it harmless against any and all liabilities, including judgements, costs and reasonable legal fees connected to any legal action taken against the PUBLISHER for libel, defamation or any other matter. THE PUBLISHER hereby agrees to provide written notice of any legal threat or action brought against it within 48 hours of receiving notice. In the case that THE PUBLISHER fails to provide notice of legal action within 48 hours, INDIEGRAF will be at liberty to terminate this agreement with five business days notice.
In the case that THE PUBLISHER has a credible legal threat brought against it and fails to provide written confirmation of liability insurance within five business days, INDIEGRAF will be at liberty to terminate this agreement with five business days notice.

Limitation of Warranties, Liabilities & Risks

INDIEGRAF MAKES NO WARRANTY, REPRESENTATION OR PROMISE NOT EXPRESSLY SET FORTH IN THIS AGREEMENT. INDIEGRAF DISCLAIMS AND EXCLUDES ANY AND ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. INDIEGRAF DOES NOT WARRANT THAT THE SERVICES CONTRACTED FOR HEREUNDER ARE WITHOUT DEFECT OR ERROR.
IN NO EVENT IS INDIEGRAF LIABLE UNDER ANY CIRCUMSTANCES WHATSOEVER FOR ANY LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION LOSSES, LOSS OF CONTRACT, COST OF CAPITAL, LOSS OF BUSINESS OPPORTUNITY, DELAY, LOSS OF GOODWILL, LOSS OF DATA, OR FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, AND INCLUDING BUT NOT LIMITED TO PUNITIVE OR EXEMPLARY DAMAGES, WHETHER THE LIABILITY, LOSS, OR DAMAGES ARISE IN CONTRACT OR TORT OR ANY OTHER THEORY OF LIABILITY, EVEN IF INDIEGRAF WAS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN NO EVENT IS INDIEGRAF’S TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE) EXCEED THE AMOUNT SPECIFICALLY PAID TO INDIEGRAF PURSUANT TO THIS AGREEMENT.
This Agreement defines mutually agreed-upon allocation of risk and the amounts payable to INDIEGRAF reflect such allocation of risk.

Force Majeure

Except with respect to the performance of payment and indemnity obligations, which shall be unconditional under this Agreement, INDIEGRAF shall not be liable to THE PUBLISHER for any loss, damage or delay whatsoever resulting directly or indirectly, from a force majeure event, including by not limited to fires, floods, Acts of God, lawful acts of public authorities, defaults by common carriers and/or pandemic, declared or not.

Assignment

This Agreement is not assignable by THE PUBLISHER without the prior written consent of INDIEGRAF. Any attempt to assign any of the rights, duties or obligations of this Agreement without written consent is void.

Governing Law

This agreement shall be governed by and construed in accordance with the laws of Canada and of the Province of British Columbia. Any dispute arising with respect to this agreement shall be subject to the exclusive jurisdiction of the Courts of the Province of British Columbia, situated in the City of Vancouver.

Notices

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered personally, (ii) when delivered by email, or (iii) when received by the addressee, if sent by Express Mail, Federal Express or other express delivery service (receipt requested), in each case to the other Party at the following addresses:
1. If to THE PUBLISHER, to the address listed on its executed agreement
2. If to INDIEGRAF, to:erin@indiegraf.com, 151 West Hastings Street, Vancouver, BC V6B 1H4

Independent Contractor

INDIEGRAF and THE PUBLISHER agree that there is no relationship of agency, partnership, joint venture, employment or franchise between them. Neither has the authority to bind the other or to incur any obligation on the other’s behalf.

Severability

If any term of this Agreement is held invalid or unenforceable by a court, it shall be severed, and the remaining terms of this Agreement shall be interpreted in such a way as to give maximum validity and enforceability to this Agreement.

Entire Agreement

These Terms of Service in combination with other published policies agreed to by the parties set forth the entire agreement between the Parties on this subject and supersedes all prior negotiations, understandings and agreements between the Parties concerning the subject matter. In the case that there is inconsistency between these Terms of Service and the Partnership Agreement executed by THE PUBLISHER, the Partnership Agreement governs. No amendment or modification of these Agreement shall be made unless agreed to in writing and signed by both Parties.

Counterparts
INDIEGRAF and THE PUBLISHER may execute this Agreement in separate counterparts each of which when executed shall be considered to be an original and all of which shall constitute the same agreement. Delivery, acceptance and execution of these Minutes or counterparts of it, by fax or email or other electronic means of signature and transmission constitutes valid and effective delivery, acceptance and execution and shall be legally effective to create a valid and binding agreement between the parties.