BloomCU LLC Terms & Conditions
for Arsenal Credit Union
This agreement (“Agreement”) is entered into by and between Arsenal Credit Union, charter number 67195 (“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 “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.
Assignment
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.
Copyrights
Client guarantees to BloomCU that all text, graphics, photos, designs, trademarks, or other elements Client provides BloomCU for inclusion in the website are either owned by Client or Client 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 graphics, designs, visual elements, and text that BloomCU creates for Client for Services. BloomCU reserves the right to use similar design patterns and elements on other websites and projects.
- BloomCU owns all source code developed by BloomCU and grants Client a nonexclusive license to use BloomCU’s source code for the agreed Services 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. 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 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 the operation of or inability to operate this website and any other web pages—even if Client has advised BloomCU of the possibilities of such damages.
Confidentiality & 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. However, Client gives BloomCU permission to use Client’s website data anonymously to improve BloomCU’s services.
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 & Disputes
This Agreement shall be governed by and construed in accordance with the internal laws of the State of Missouri and the obligations, rights and remedies of the parties involved hereunder shall be determined in accordance with such laws without giving effect to conflict of laws principles.
Any controversy or claim arising out of or relating to this Agreement shall be settled solely and exclusively by arbitration in accordance with the rules then pertaining by the American Arbitration Association (“AAA”). Each party shall pay its own expenses and attorneys’ fees with respect to the arbitration proceeding. The cost of the arbitrator and the costs of the AAA will be paid by the non-prevailing party. The award of such arbitrators shall be enforced in state or federal courts having geographic jurisdiction over St. Louis County, Missouri. If the party against whom the arbitration award is entered fails to abide by such award, then the non-prevailing party shall pay the attorneys’ fees and other expenses incurred by the prevailing party in enforcing such award. Any disputes over the interpretation or enforceability of this arbitration provision shall be resolved by arbitration as provided herein. Any party who wishes to commence arbitration shall send written notice of such intent to the other party. Any arbitration proceeding shall be filed with the St. Louis County, Missouri chapter of the AAA.
Guarantee
BloomCU guarantees Client a quality, functional, website without bugs that achieves goals communicated by Client.
Headings
The headings of this document are provided for convenience only and are not contractual or legally binding in any way.
Hosting
If Client does not use a hosting service approved by BloomCU, then Client completely indemnifies and releases BloomCU of all liabilities, claims, lawsuits, losses, and damages. BloomCU must witness its approval in writing.
Indemnification
BloomCU agrees to indemnify and hold harmless Client against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses resulting from any claim against Client by a third party to the extent caused by the failure of BloomCU to provide Services in compliance with the terms of this Agreement. As a condition to the obligation of BloomCU to provide indemnity, Client must give written notice to BloomCU of any such claim within 20 days after Client becomes aware of facts that may result in a claim. BloomCU may its option assume the defense of any such claim and settle or compromise any such claim at BloomCU’s cost. If BloomCU assumes the defense, then BloomCU will have no further obligation to indemnify Client for any costs of defense incurred by Client. Notwithstanding the foregoing, BloomCU will not settle or compromise any such claim without the prior written consent of Client if the settlement involves any orders against Client other than the payment of money without admission of liability, provided that Client shall not unreasonably withhold its consent.
Client agrees to indemnify and hold harmless BloomCU against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses resulting from the defense of any claim against BloomCU by a third party in any way related to the breach of any obligations of Client under this Agreement or resulting from any false, misleading or incomplete information provided to BloomCU by Client, or resulting from any act or omission of Client. As a condition to the obligation of Client to provide indemnity, BloomCU must give written notice of any such claim within 15 days after BloomCU becomes aware of such claim. Client may at its option assume the defense of any such claim and settle or compromise any such claim at Client’s option. If Client assumes the defense, then the Client will have no further obligation to indemnify BloomCU for any costs of defense incurred by Client provided that Client demonstrates the financial ability to pay for such defense and any resulting damages. Notwithstanding the foregoing, Client will not settle or compromise any such claim without the prior written consent of BloomCU if the settlement involves any orders against BloomCU other than the payment of money without admission of liability, provided that BloomCU shall not unreasonably withhold its consent.
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.
Pricing
Details on pricing can be found in Proposal given to Client by BloomCU. BloomCU is happy to make changes to the timeline and scope of work for Services, but Client may be subject to additional billing.
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.
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), then Client completely indemnifies and releases BloomCU of all liabilities, claims, lawsuits, losses, and damages. BloomCU must witness its approval in writing.
Technical Support
If either party terminates ongoing technical support (aka tech support), Client does not pay BloomCU for ongoing technical support, or Client 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 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. (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.)
Timelines
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 website launch date) if Client is late in supplying materials or has not approved BloomCU’s work on time at any stage.
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 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.
If BloomCU fails to provide Services to Client within a timely manner, BloomCU agrees to notify Client immediately upon the discovery of the anticipated delay. “Timely manner” is defined as the expected delivery date of Services as agreed to by Client and BloomCU. If BloomCU fails to achieve the agreed to Service delivery date, BloomCU shall carry out corrective action agreed to at the time between Client and BloomCU, such agreement not to be delayed or withheld unreasonably. If BloomCU persistently fails in any material respect to deliver Services to Client, notwithstanding any corrective actions, such failure may result in Client exercising the dispute resolution process in accordance with the Governing Law & Disputes section of this agreement.