Terms & Conditions Agreement
These Terms and Conditions (“Agreement” or “T&C”) sets forth the terms of Your agreement to purchase Services (“Service”) provided by BxB Media, LLC, doing business as BxB Secure (“BxB”) subject to the prices, quantities, terms and conditions set forth in Your Proposal (“Order” or “Proposal”) and governed by the terms and conditions contained in this Agreement. As used herein, (“Customer”), (“You”) and (“Your”) refers to the customer.
Authorization. Customer authorizes BxB to develop a website, provide email, forms, hosting, online marketing and other services as described in the Order. Specifically, Customer grants all necessary authority to BxB to complete, provide, or deliver the Service, including but not limited to: accessing Customer’s web host server, network, and/or web provider, to upload and download files as needed from the Customer directory, to submit Customer’s site to search engines and to any other directories requested by the Customer for marketing purposes, and (with Customer’s written consent) to purchase domains, stock photography, and any other services or materials.
Initiation of Work. Recurring Fees. BxB will initiate work on Your site within a reasonable time after the one-time start-up fees and first monthly payment have been made and verified by BxB, as stated in the Order. Monthly payments will be automatically charged to Customer’s credit card. The date of the monthly charge will be scheduled according to when the first charge was made and will repeat on the anniversary of that date each month.
Proof Process. Completion. BxB will submit the final website to Customer for digital written consent. If necessary, BxB will submit final website to search engines when both Customer and BxB agree that the website is ready for submission to search engines and directories. The website will go live when all due fees are paid in full and final digital written approval is received from the Customer.
Changes, corrections, updates. Changes and updates needed after final approval has been received from the Customer will be estimated and scheduled individually based on an evaluation of the particular change(s) and/or update(s) requested by the Customer. Corrections determined to be the responsibility of BxB will be made promptly and at no charge. Any changes, corrections or updates made after final approval by Customer will be scheduled and billed according to evaluation mentioned above.
Timeline for Delivery. Best Efforts- determined by Customer input. BxB has created a Timeline according to the parameters of the requested site. This Timeline will be adhered to only if the Customer has provided all necessary graphics, copy content, logins and any other necessary content or access to BxB as defined by the Timeline. BxB shall not be held responsible for delays to site development arising out of Customer’s delays in providing graphics, copy, logins or any other necessary content or access to BxB. If the Customer fails to deliver the needed content and/or access information according to the Timeline, BxB reserves the right to create a new Timeline as needed based on BxB’s scheduling demands. If website is not completed as defined by the Timeline due to lack of Customer assistance, BxB may: a) Create a new Timeline according to Customer’s scheduling demands, and/or b) terminate this Agreement and charge Customer for work completed (subject to the early termination fee stated herein).
Term Length and Payment. All Services shall be for a 12 month Term, unless stated differently in the Order. After the initial Term this contract shall renew on a month-to-month basis with a 60 day notice of cancelation. All payments will be processed on a credit card monthly.
Other Electronic Commerce Business Relationships. The Customer understands that the web host, email services, forms processing, credit card processing services and any other businesses not owned by BxB are not parties to this contract and are separate business entities from BxB. The Customer understands that BxB has no control over functionality or availability of website and email due to the actions or inaction of the web host server, credit card processing, online banking and any other business services the Customer uses to transact business over the Internet outside of BxB. BxB makes no representations, warranties or guarantees for any recommendations of other Internet business partners.
Testing and Acceptance Procedures. BxB will make every good-faith effort to test all elements of the web site thoroughly and make all necessary corrections as a result of such testing prior to handing over the deliverables to the Customer. Upon receipt of the website, the Customer shall either accept the website as set forth herein or provide BxB with written notice of any corrections to be made.
Changes Made by the Customer to Website. BxB uses WordPress (WP) for all its websites. WP can be made accessible to the Customer who will be able to make changes on their own. BxB is not responsible for any problems ensuing from Customer’s attempts to work on the website. Any problems of any kind arising from Customer’s attempts to work on site will be the Customer’s responsibility.
No Guarantees. BxB makes no representations or guarantee as to the amount of traffic to the Customer’s site or interest generated in the Customer’s site. BxB makes no representations and does not guarantee an increase in Customer sales, nor does BxB promise top listing in any search engine or directory. BxB will use it’s best efforts to perform under the contract, and makes no representation or guarantee that the site will be accessible by all browser and operating systems.
Confidentiality. Property Rights. BxB understands that it will be working with confidential Customer information and will only release this information to parties directly involved in website creation. Customer authorizes BxB to release information to third parties requiring access for site creation. This includes, but is not limited to, website and email address user ids and passwords, trade information, and banking information should the Customer request online shopping. Upon website completion, Customer will change any banking passwords BxB has had access to. If Customer chooses not to retain BxB for website maintenance, Customer will change ftp, email, and any other passwords BxB has had access to. Customer will hold BxB harmless should breach of security occur if Customer has not changed business passwords. Customer represents that all website content including but not limited to logos, trademarks, photos, illustrations, audio, video, and written content provided to BxB are owned by the Customer, or that Customer has received explicit permission for use, and do not violate United States copyright law. Customer has also received permission from all individuals photographed to be shown on the web for the Services purchased herein. BxB acknowledges and agrees that the Customer retains all rights and copyright to all content (including but not limited to written, photographic, illustrative, video and audio) supplied by Customer. The Customer acknowledges and agrees that BxB retains all rights and copyright to all content (including but not limited to written, photographic, illustrative, video and audio) and website design supplied and/or created by BxB. Customer understands that their website may be used for demonstrations, advertising or portfolio use by BxB. BxB owns all rights, title and interest in BxB trade names, Service marks, inventions, copyrights, trade secrets, patents, and know-how relating to the design, function, or operation of plans and of the hardware and software systems and resources necessary to provide Service to You, unless otherwise expressly stated in the Proposal. This Agreement does not constitute a license to You to use BxB’s Logo, trade names, or service marks. Notwithstanding the foregoing, You hereby grant BxB a royalty-free global license to use of Your trademark, name and/or logo BxB’s purpose of displaying You as a customer or vendor of the Company to the public to complete the Services as stated in the Order.
Security. Security of the Services shall be provided on a best efforts basis. Notwithstanding the foregoing, Client acknowledges that BxB shall not be responsible for the security of Customer’s network, servers, or web site.
Accessibility, Usability, Cross-Platform Issues. BxB will use best efforts to make sites as accessible, useable, and cross-platform compatible as possible. Customer understands that no website will look and function identically all browsers and operating systems and that any attempt to do so is futile. Customer will be informed if features requested by the Customer will negatively impact website accessibility, usability, and cross-platform use. Customer agrees to indemnify and hold BxB harmless against all claims with regard to these matters.
Continuing Website Maintenance and Promotion. Unless stated in the Order, Customer understands and acknowledges that maintenance and promotional services will only be provided by BxB if stated in the Order.
Taxes. Fees and Service charges are on the Proposal and do not include applicable Taxes and regulatory fees unless so indicated. In the event that BxB is required by a governmental authority to pay any tax on Yo 30 days of written notice that a tax has been paid on Your behalf by BxB.
Rejection. Full Force and Effect. Termination. BxB may reject any Proposal at its discretion. BxB may terminate Your Service if payment is not received within 10 days of the date which it is due. This Agreement will remain in full force and effect for the Term for 12 months or as specified on Your Proposal, beginning from the date of BxB’s acceptance, and will apply to all future Services You purchase from BxB. At the end of the Initial 12 month Term or as set forth in Your Proposal, Your Service will automatically renew on a month-to-month basis, unless this Agreement is properly terminated as set forth herein. You may only terminate this Agreement by sending written notice to BxB, via their contact page, of Your intent to not renew the Service at least sixty (60) days in advance. In the event that Your contract is terminated prior to the Term End, You will be liable for an early termination charge calculated as: One hundred (100%) percent of Your MRC for the Service multiplied by the remaining months of Your Service term.
Billing and Collection of Charges. You will be billed by BxB for the Service as set forth in this document or in your Order.
Billing Disputes. All payments to BxB are NON-REFUNDABLE. If You dispute a term or amount on an invoice, You must do so in writing within 30 days from the invoice date. Disputes must be sent in writing via our contact page. You must pay an amount equal to the part of the bill that is not in dispute. If You report a disputed charge to Your credit card company, and BxB later determines that it is a valid charge, You agree to compensate BxB for all reasonable damages incurred as a result of Your invalid dispute. Transfers and Assignments. You may not assign or transfer Your rights, passwords, domains, or duties in connection with the Services provided by BxB without the prior written consent of BxB. All transfers of rights or duties herein, without the advanced permission in writing of BxB, shall be void and unenforceable as a matter of law.
Limitation of Liability. BxB SHALL NOT BE LIABLE FOR ANY AND ALL: DIRECT, INDIRECT, INCIDENTAL, GENERAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO: LOSS OF PROFITS, LOSS OF BUSINESS OR BUSINESS OPPORTUNITY, LOSS OF INFORMATION KEPT ON A DRIVE Or system OWNED OR MAINTAINED BY BxB, VIOLATION OF HIPAA, PCI, OR OTHER FEDERAL, STATE OR LOCAL LAW, OR LOSS OF USE, EVEN IF CUSTOMER IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, TO CUSTOMER FOR A BREACH OF AN PROPOSAL OR BREACH OF THIS AGREEMENT BY BxB. IN THE EVENT OF A BREACH OF AN OBLIGATION BY BxB, CUSTOMER’S DAMAGES SHALL BE LIMITED TO A MAXIMUM OF THE AMOUNT ACTUALLY PAID BY CUSTOMER TO BxB IN THE THREE MONTHS PRECEDING THE ALLEGED BREACH BY BxB, BUT IN NO CASE SHALL CUSTOMER’S DAMAGES EXCEED $1,000. Notwithstanding anything herein to the contrary, You agree to accept the service on an “as-is” non-warrantable basis. BxB expressly disclaims the warranties of merchantability, TITLE, and fitness for a particular purpose regarding the providing of GOODS AND services to You. BxB SHALL HAVE NO LIABILITY HEREUNDER FOR DAMAGES INCURRED OR SUMS PAID DUE TO ANY FAULT OF CUSTOMER OR ANY THIRD PARTY, OR BY ANY HARMFUL COMPONENTS (SUCH AS COMPUTER VIRUSES, WORMS, COMPUTER SABOTAGE, AND ‘DENIAL OF SERVICE’ ATTACKS). BxB IS NOT LIABLE FOR ANY BREACH OF SECURITY ON YOUR NETWORK OR THE SERVICES PROVIDED HEREIN, REGARDLESS OF WHETHER ANY REMEDY PROVIDED IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. YOU AGREE THAT YOU WILL NOT HOLD BxB RESPONSIBLE FOR ANY SELECTION OR RETENTION OF, OR THE ACTS OR OMISSIONS OF, THIRD PARTIES IN CONNECTION WITH THE SERVICES (INCLUDING THOSE WITH WHOM BxB MAY CONTRACT TO OPERATE THE SERVICES), OR HOLD A THIRD PARTY RESPONSIBLE FOR ANY SELECTION OR RETENTION OF, OR THE ACTS OR OMISSIONS OF, BxB IN CONNECTION WITH THE SERVICES. WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT YOU WILL NOT HOLD BxB RESPONSIBLE FOR (A) THIRD PARTY CLAIMS AGAINST CUSTOMER FOR DAMAGES, (B) LOSS OF OR DAMAGE TO CUSTOMER’S RECORDS OR DATA, DOMAINS, SITES, or SOFTWARE MAINTAINED OR STORED BY BxB, OR (C) LOSS OR DAMAGE TO CUSTOMER ASSOCIATED WITH THE INOPERABILITY OF CUSTOMER’S WEBSITE. YOU AGREE TO MAKE ALL CLAIMS RELATED TO THE SERVICES DIRECTLY AGAINST BxB, AND WAIVE ANY RIGHT TO RECOVER DAMAGES (DIRECTLY OR BY INDEMNITY) RELATED TO THE SERVICES BY CLAIMING AGAINST OR THROUGH A THIRD PARTY TO THIS AGREEMENT.
Notices and Communications. You must designate on Your Proposal a mailing address and e-mail address to which BxB may mail or deliver notices and other communications. All notices You send to BxB must be in writing, by certified mail or e-mail, sent to:
BxB Media, LLC 6841 N. Rochester Rd Suite 2A Rochester Hills, MI 48307
Solicitation. During the term of this Agreement, a renewal term of this agreement, and for a period of two (2) years from the voluntary or involuntary termination of this Agreement, You shall not knowingly solicit, induce, or attempt to induce any past or current customers, Customers, prospects, employees, attorney referrals, vendors and any other Customer, customer or referral contacts of BxB: (a) to cease doing business in whole or in part with or through BxB, or (b) to do business with any other person, firm, partnership, corporation, or other entity which performs services materially similar to or competitive with those provided by BxB. In the event of a breach of this clause, You agree that damages will be difficult to estimate and that BxB shall be entitled to seek injunctive, equitable relief to enforce this Agreement.
Applicable Law. Venue and Jurisdiction. Dispute Resolution. This Agreement shall be subject to and governed by the laws of the State of Michigan. Any claim under this Agreement may be arbitrated in Oakland County Michigan if BxB gives advanced written consent to You to arbitrate. Notwithstanding the foregoing, venue for any legal action arising out of this Agreement shall be exclusively within the State of Michigan, Oakland County Circuit Court, Rochester, MI State District Court, or the Federal District Court for the Eastern District of Michigan.
Partial Invalidity. Waiver. Conflict of Terms. If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, the remaining provisions will nevertheless remain in full force and effect. One or more waivers of a breach of the terms and conditions of this Agreement shall not constitute a waiver of any future breach thereof. In the event of a conflict between the T&C and an Order, the Order shall control.
Statute of Limitations. You agree that any claim against BxB, whether arising in tort, contract or otherwise, must be brought within 6 months of the date giving rise to the claim.
Entire Agreement; Modifications. This Agreement and Your Proposal set forth the entire Agreement and understanding between the parties and merges all prior discussion between them. This Agreement may not be modified except by the written consent of both parties.
Risk of Loss. At all times, You will bear the risk of any loss, damage or destruction of Your domain, site, software, and any assets left in the care, custody, control of BxB.
Indemnification. You agree to indemnify, defend, and hold BxB harmless, as well as its subsidiaries, affiliates, officers, directors, employees, agents, licensors, consultants, suppliers, and any third- party Web site provider, from and against all claims, demands, actions, liabilities, losses, expenses, damages, judgments and costs, including attorneys’ fees, resulting from Your violation of this Agreement, misuse or abuse of the Service, violation of State or Federal law, or infringement thereof by You or Users of Your account. BxB reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You. You must not in any event accept a settlement of any dispute relating to this contract without prior written consent of BxB.
Attorneys’ Fees. If legal proceedings are instituted to enforce any or the terms and conditions of Your Proposal or this Agreement, You agree to pay all costs of BxB in connection therewith, including actual attorneys’ fees.
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Signed by Elisabeth Alfelt Eller
Signed On: December 19, 2017
If you have questions about the contents of this document, you can email the document owner.
Document Name: Terms & Conditions Agreement
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