Branding Terms & Conditions

for Air Force FCU

This agreement (“Agreement”) is entered into by and between Air Force Federal Credit Union, charter number 08169 (“Client”), and BloomCU LLC, located in Utah, USA (“BloomCU”), for BloomCU to develop brand assets (“Brand Assets”) for Client. The acts of providing these products and services shall be referred to as “Services”. Further Services details can be found in the proposal (“Proposal”) that correlates with these Terms and Conditions. The Proposal combined with these Terms and Conditions constitute the Agreement.

BloomCU has the expertise to perform Services requested by Client and BloomCU will carry them out in a professional and timely manner. BloomCU will endeavor to meet all the deadlines set, but is not responsible for missed deadlines (e.g., a missed launch date) if Client is late in supplying materials or has not approved BloomCU’s work on time at any stage. BloomCU will also maintain the confidentiality of any information given by Client.

Details on pricing can be found in Proposal given to Client by BloomCU. BloomCU is happy to make changes to Services timeline and scope of work at any time, but Client may be subject to additional billing.

Client agrees to provide BloomCU with everything that BloomCU needs to complete Services, which may include text, images, fonts and other information as and when BloomCU needs it, and in the format that BloomCU asks for. Client agrees to review BloomCU’s work, provide feedback, and give approval in a timely manner and are bound by any deadlines that BloomCU and Client set together. Client and BloomCU are required to attend weekly meetings throughout the brand development process. Client also agrees to keep to the payment schedule set out in the proposal.

Assignment

Client cannot transfer this Agreement to anyone else without BloomCU’s permission. This Agreement stays in place and need not be renewed.

Authority to Enter Agreement

As BloomCU’s customer, Client has the power and ability to enter into this Agreement on behalf of Client’s company or organization.

Copyrights

Client guarantees to BloomCU that all text, graphics, photos, designs, trademarks, or other elements Client provides BloomCU for inclusion in the Brand Assets are either owned by Client or Client has permission to use them. 

BloomCU guarantees to Client that all text, graphics, photos, designs, trademarks, or other elements BloomCU provides Client for inclusion in the Brand Assets are either owned by BloomCU or BloomCU has permission to use them.

Before Client makes final payment to BloomCU, BloomCU owns all Services developed for Client. When Client makes final payment to BloomCU, copyrights are automatically assigned as follows:

• Client owns Brand Assets (e.g., graphics, designs, visual elements, text, and documents) developed for Client. BloomCU shall not deploy Brand Assets developed for Client expect to fulfill services for Client.
• All third-party content is owned by the third party (e.g., fonts that are licensed, but not owned by BloomCU or Client).
• BloomCU owns its processes, documentation, and templates.

BloomCU will give Client a copy of necessary files. Client should store files carefully, as BloomCU is not required to keep them or provide any native source files that BloomCU used to create them. Unless owned by a third party, Client also owns text content, photographs, and other data provided by Client.

BloomCU reserves the right to display and link to Services as part of BloomCU’s marketing and portfolio; and to write and talk about Services in website content, articles, books, blogs, podcasts, and all other forms of media.

Damages

BloomCU is not liable to Client or any third party for damages, including lost profits, lost savings, or other incidental, consequential or special damages arising out of Brand Assets—even if Client has advised BloomCU of the possibilities of such damages.

Data Ownership

All data related to BloomCU is the exclusive property of BloomCU and no data shall be utilized by Client or others without the express written permission of BloomCU.

Data related to Client or its members is the property of Client and such data shall be utilized by BloomCU only to support Client needs.

If BloomCU encounters any confidential information or data pertaining to Client or members of Client (e.g., online banking usernames), BloomCU shall treat such information or data as strictly confidential.

Email Satisfies “In Writing” Requirements

When a provision of this Agreement requires a communication to be given in writing, email is sufficient to satisfy the requirement.

Force Majeure

A party shall not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labor disputes, embargoes, government orders or any other force majeure event.

Governing Law

This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Utah, without regard to its conflict of laws rules.

Headings

The headings of this document are provided for convenience only and are not contractual or legally binding in any way.

Indemnity

Client agrees to and shall indemnify and hold harmless BloomCU, its employees, agents, and subcontractors, from and against all claims and lawsuits brought against BloomCU or Client by third parties, including reasonable attorneys’ fees and losses asserted against and alleged to be caused by BloomCU.

For the Services outlined in the Proposal relating to the design and creation of Client’s logo, BloomCU agrees to and shall indemnify and hold harmless Client, its employees, agents, and subcontractors, from and against all claims and lawsuits, including copyright claims, brought against Client or BloomCU by third parties, including reasonable attorneys’ fees and losses asserted against and alleged to be caused by Client.

Indemnity compensation from either party shall not exceed the value of Agreement.

Integration

The Proposal and these Terms and Conditions contain the entire agreement of the parties with respect to the subject matter of the Agreement. This Agreement supersedes any prior agreements, understandings, or negotiations, whether written or oral. This Agreement can only be amended through a written document formally executed by all parties.

Severability

If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of remaining provisions.

Termination of this Agreement

Either party may terminate this Agreement at anytime. Notification must be given in writing 30 days prior to termination. Within 30 days of termination, Client must pay BloomCU for (1) all work done for Client and (2) all costs that came upon BloomCU as a result of Agreement, so long as such work and costs are within the scope of Agreement.