BloomCU LLC Terms & Conditions
Updated 24 January 2017
This agreement (“Agreement”) is entered into by and between University of Hawaii Federal Credit Union (“Client”) and BloomCU LLC, located in Utah, USA (“BloomCU”), for Client to receive products and services from BloomCU. The acts of providing these products and services shall be referred to as “Project”. Further Project 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 experience and ability to perform the services Client requests 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 website 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 Project 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 Project, 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 is required to attend weekly meetings throughout the website design and development process. Client also agrees to keep to the payment schedule set out in the proposal.
Client cannot transfer this Agreement to anyone else without BloomCU’s permission. This Agreement stays in place and need not be renewed.
Attribution (e.g., Link to bloomcu.com)
Client grants BloomCU the privilege of placing a link in the footer of Client’s website that links to BloomCU’s website. (For example, a link that says, “Design by BloomCU,” which links to bloomcu.com.)
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.
Client guarantees to BloomCU that any elements of text, graphics, photos, designs, trademarks, or other artwork that Client provides BloomCU for inclusion in the website are either owned by Client or that Client has permission to use them.
Before Client makes final payment to BloomCU, BloomCU owns all works created by BloomCU. When Client makes final payment to BloomCU, copyrights are automatically assigned as follows:
- Client owns graphics, designs, visual elements, and text that BloomCU creates for Client for Project.
- BloomCU owns all source code developed by BloomCU and grants Client a nonexclusive license to use BloomCU’s source code for the agreed Project and price (see Proposal for pricing details). Client may not resell or redistribute source code developed by BloomCU.
- If Client wants exclusive ownership of source code developed by BloomCU, a separate agreement must be signed by BloomCU and Client explicitly defining ownership rights.
- For all open-source code (e.g., WordPress), refer to the appropriate open-source license for ownership information.
- All third-party content is owned by the third party.
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. Client also owns text content, photographs, and other data provided by Client, unless owned by another party.
BloomCU reserves the right to display and link to Client’s completed Project as part of BloomCU’s portfolio and to write and talk about Project in website content, articles, books, blogs, podcasts, and all other forms of media.
BloomCU shall ensure website (1) functionality as outlined in the Proposal and (2) security per BloomCU’s Security Responsibilities document (%insert_link%). BloomCU accepts liability for damages up to the Agreement amount arising out of direct failure to fulfill obligations explicitly defined as BloomCU’s responsibilities in the Security Responsibilities document (%insert_link%). All other security measures, practices, and protocols not explicitly stated as BloomCU’s responsibilities are the responsibilities of Client, including but not limited to Client’s responsibilities for access control. If the malpractice, negligence, or error of Client in regard to security responsibilities results in damages, Client completely indemnifies and releases BloomCU of all liabilities, claims, lawsuits, losses, and damages.
If BloomCU must pay for damages, BloomCU will be given at least one year to pay for damages.
In situations where BloomCU relinquishes control of or no longer maintains the security or functionality of Client’s website, BloomCU is no longer liable to Client or any third party for damages, including lost profits, lost savings, or other incidental, consequential or special damages. These situations are defined as:
- Client’s failure to adhere to Access Control security practices set forth in BloomCU’s Security Protocol (%insert_link%).
- Unapproved or unauthorized changes to the website or Content Management System by the Client or individuals who obtained access to the Content Management System through the Client. This includes but is not limited to adding WordPress plugins that are not explicitly approved by BloomCU.
- Client not paying for ongoing technical support from BloomCU.
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.
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.
This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Hawaii, without regard to its conflict of laws rules.
BloomCU guarantees Client a quality, functional, website without bugs that achieves goals communicated by Client.
The headings of this document are provided for convenience only and are not contractual or legally binding in any way.
If Client does not use a hosting service approved by BloomCU and damages occur as a result, then Client completely indemnifies and releases BloomCU of all liabilities, claims, lawsuits, losses, and damages. BloomCU must witness its approval in writing.
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 that are not a direct result of BloomCU’s failure to meet obligations outlined and agreed upon in BloomCU’s Security Protocol and this Agreement.
BloomCU agrees to and shall indemnify and hold harmless Client, its employees, agents, and subcontractors, from and against all claims and lawsuits brought against Client or BloomCU by third parties, including reasonable attorneys’ fees and losses asserted that are not a direct result of Client’s failure to meet obligations outlined and agreed upon in BloomCU’s Security Protocol and this Agreement.
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.
BloomCU is responsible for only those security measures explicitly stated as BloomCU’s responsibilities in the “Security Responsibilities” document (%insert_link%). All other security measures, practices, and protocols are the responsibilities of Client.
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.
Software Additions or Modifications
If Client adds or modifies software without approval from BloomCU (e.g., Client adds a WordPress plugin without approval from BloomCU) and damages occur as a result, then Client completely indemnifies and releases BloomCU of all liabilities, claims, lawsuits, losses, and damages. BloomCU must witness its approval in writing.
If Client does not pay BloomCU for ongoing technical support (aka tech support), or fails to pay within 45 days of an invoice, then Client completely indemnifies and releases BloomCU of all liabilities, claims, lawsuits, losses, and damages.
Termination of this Agreement
Either party may terminate this Agreement at anytime. Notification of termination must be given in writing. 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 this Agreement. (For example, BloomCU may provide products or services for Client at a financial loss with plans to recoup costs through payments from Client over time.) Upon termination of Agreement, Client shall pay for all of BloomCU’s costs to provide products and services for Client.