BloomCU LLC Terms & Conditions
for Hoosier Hills Credit Union
This agreement (“Agreement”) is entered into by and between Hoosier Hills Credit Union, charter number 60768 (“Client”), and BloomCU LLC, located in Utah, USA (“BloomCU”), for Client to receive products and services (“Products & Services”) from BloomCU. Further details about Products & Services 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 strives to follow WCAG 2.0 Level AA in design, development, and copywriting.
BloomCU does not offer legal services nor make any warranty concerning the legality of Products & Services, nor does BloomCU offer auditing services. Therefore, it is Client’s responsibility to verify frequently and regularly, by audit, that Products & Services are compliant with all ADA guidelines and regulations. Accordingly, Client releases BloomCU of all liability relating to ADA compliance.
Furthermore, Client 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.
If Client subscribes to BloomCU’s ADA Support, BloomCU will work with Client on an ongoing basis to fix compliance issues that may arise in the design or code of Products & Services.
BloomCU’s ADA Support does not cover fixes to content. The compliance of content is the responsibility of Client. Content shall include, but is not limited to, text, links, PDFs, images, and videos. However, if BloomCU performed copywriting services for Client as part of Products & Services in Agreement, BloomCU will fix any compliance issues in the content created by BloomCU.
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.
Client guarantees to BloomCU that all text, graphics, photos, designs, trademarks, or other elements Client provides BloomCU for inclusion in Products & Services 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 for Services, copyrights are automatically assigned as follows:
- Client owns graphics, designs, visual elements, and text BloomCU creates that are specific to Client’s brand. BloomCU reserves the right to use on other websites and projects all design patterns and elements not specific to Client’s brand.
- 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.
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 Products & Services or 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 unless specifically stated otherwise.
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 Indiana, without regard to its conflict of laws or rules.
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, 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 against and alleged to be caused by BloomCU.
The Proposal and these Terms and Conditions contain the entire agreement of the parties with respect to the subject matter of the Agreement, with the exception of a separate Confidentiality Agreement, which is attached as Exhibit A as an addendum to this 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.
Personally Identifiable Information (PII)
In regard to Personally Identifiable Information (PII), BloomCU warns Client to not use, collect, store, transmit, or display Sensitive PII—according to the definition of Sensitive PII found in BloomCU’s documentation—on or through Products & Services without implementing additional security measures that are outside the realm of Agreement. Client releases BloomCU of all liability related to Sensitive PII. Client is responsible to ensure Sensitive PII is not insecurely used, collected, stored, transmitted, or displayed on or through Products & Services.
Furthermore, Client is responsible to securely manage all PII, whether Sensitive or Non-Sensitive, that Client uses, collects, stores, transmits, or displays on or through Products & Services.
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.
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.
BloomCU’s Technical Support service (aka tech support) covers ongoing maintenance and bug fixes for Products & Services, but does not cover feature requests.
- Definition of a “bug”: A bug is an error or fault that stops or interferes with the usability of Products & Services, or causes an unexpected result. In other words, a bug is when Products & Services are not functioning as they were meant to function, according to the functionality agreed upon during the information architecture, wireframing, and design process.
- Definition of a “feature request”: A feature is an additional operation, a change of default functionality, or a request that was not part of the original design, implementation, or functionality that was agreed upon for Products & Services during the information architecture, wireframing, and design process. In other words, a feature request is when Client wants to change or add something to Products & Services.
BloomCU agrees to develop functionality within the Content Management System to schedule content to publish at a future date and time and to schedule content to be removed at a specific date and time in the future. This functionality must be complete and fully operational by or before December 31, 2018.
BloomCU may consider developing new features for a price or hourly rate agreed upon between Client and BloomCU.
If either party terminates ongoing technical 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 to terminate the Agreement must be communicated in writing 30 days prior to termination and delivered by U.S. Mail, certified with return receipt. 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.)
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 regular meetings throughout the development of Products & Services, which development concludes after Products & Services are launched. Client also agrees to keep to the payment schedule set out in the proposal.