BloomCU LLC Terms & Conditions
for OAS Staff FCU
This agreement (“Agreement”) is entered into by and between OAS Staff Federal Credit Union, charter number 15000 (“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 (“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.
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 performs copywriting services for Client as part of Products & Services in Agreement, BloomCU will mitigate compliance risks in the content created by BloomCU as necessary.
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 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 to the extent such use does not cause confusion with 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 unless otherwise agreed in writing by Client and the corresponding Third Party.
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—unless such damages are caused by the wrongful or negligent acts of BloomCU, its employees, its agents and/or its subcontractors.
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’s needs and improve Products & 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 and in strict compliance with the requirements for treating such data under Federal and District of Columbia law. Notwithstanding anything else to the contrary herein, BloomCU shall fully defend, indemnify, and hold harmless Client in the event any legal action is brought against Client as a result of the failure of BloomCU and/or BloomCU’s employees, agents and subcontractors to comply with those requirements.
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 provided there is no doubt that such email is sent to and received by the corresponding officer of each Party authorized to send or receive it, as the case may be. To that end, within five working days following the signing of the Agreement, The Chief Operating Officer (or functional equivalent) of each Party shall notify the Chief Operating Officer of the other in writing of the names of the officer(s) it has so authorized.
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 Utah, without regard to its conflict of laws rules.
The headings of this document are provided for convenience only and are not contractual or legally binding in any way.
The hosting service used by Client for the duration of Agreement shall be __[addendum needed]__. Any change in the hosting service during that period shall require BloomCU’a approval.
Client shall indemnify and hold harmless BloomCU, its employees, agents, and subcontractors, from and against all claims and lawsuits arising out of Agreement brought against BloomCU or Client by third parties, including reasonable attorneys’ fees and losses asserted against and alleged to be caused by BloomCU, provided they are not actually caused by the wrongful or otherwise negligent acts of BloomCU and/or BloomCU’s employees, agents and/or subcontractors.
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.
Personally Identifiable Information (PII)
With regard to Personally Identifiable Information (PPI), BloomCU warns Client not to use, collect, store, transmit, or display Sensitive PPI—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 scope of Agreement. That definition shall not change for the duration of Agreement. Client is responsible and obligated to ensure Sensitive PII is not insecurely used, collected, stored, transmitted, or displayed on or through Products & Services. Client hereby releases BloomCU from any and all liability which may arise out of Client’s breach of that obligation.
Furthermore, Client is responsible to securely manage Non-Sensitive PII 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 resulting from such additions or modifications. 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 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 resulting from that failure to make timely payment.
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 the contract price of all work and services performed for Client up until the effective termination date. If BloomCU intends to develop a product for Client and amortize the pricing of that product over a set period of time in its monthly billing, it shall inform Client in advance of that cost and that BloomCU’s cost of developing that product not yet recouped by way of monthly billings upon the date of termination under this section shall be included in computing the price of all work and services performed for Client at that date.
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 BloomCU reasonably 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.