Upon purchase of credits (“Credits”) by the Client, Brightladder will provide a website installation (“Website”), Logo (“Logo”), Branding Package (“Branding”), Social Media Package (“SM Package”), and/or custom web development (“Web Services”) to Client on an “as-is” basis. All paid services items that will be electronically delivered to Client. All programming, design, and documentation shall comply with standards currently employed by Brightladder.
A Brightladder business professional will give you options of designs and themes for your website after discovering what you are looking for. Brightladder will then install the design of your choice (from among the options provided by Brightladder) onto your personal hosting account setup or with our recommended hosting partner. We will then train you during a one-on-one call how to adjust text, add pages and links, adjust photos, etc. Additional Web Services may be purchased at any time.
After you complete a logo questionnaire, we will custom design six logo options for you to choose from. After you select your logo, we will provide two (2) free revisions and after your approval electronically deliver all the Logo and/or Branding files.
In consideration for the Service, Client will pay Brightladder in accordance with the payment information and terms set forth in this agreement. Client authorizes Brightladder to charge Client’s debit or credit card for the credit package purchased.
Client has a responsibility to ensure that the trade names, service marks, logos, emblems, icons, images and other text and/or imagery is used in accordance with local, national and foreign copyright, trade and commerce laws in the States, Counties, Countries and Jurisdictions where they will promote any Paid Services where their Paid Services will be seen and made available. Brightladder disclaims any liability for the content of Client’s Paid Services and Client expressly agrees to this disclaimer and further agrees to indemnify and defend Brightladder pursuant to the indemnity provisions contained herein; in the event of any adverse liability determination or finding against Brightladder arising under this agreement and/or services or work performed hereunder, Client expressly agrees Brightladder’s liability is limited to the amount that Client paid Brightladder and no more.
Notwithstanding any other provision of this Agreement, the Service will include one (1) perpetual, non-exclusive license for one (1) Website theme/design, Logo, and/or Branding. Client has the right to sell this site one (1) time and agrees not to make copies for the intent of selling multiple copies.
Client and Brightladder agree to refrain from soliciting for employment, without the prior written consent of the other, their respective employees during the use of Brightladder’s Service and for a period of two (2) years following the termination of use of Service. Employees have signed a non-compete agreement to go in effect whether they resign or are terminated; therefore, no employee is to be solicited during the two (2) year period.
Brightladder may use the website name, logo or image of the site that they are selling to Client in their promotions, website, social media pages, promotional videos, brochures and/or any other advertising means that they see fit, without compensation to Client.
Additional Credits purchased for various Brightladder Paid Services are backed with a satisfaction guarantee. If Client is unhappy with Paid Services provided prior to Client’s consent to continue Paid Services without a refund, Client’s Brightladder Service account will be refunded with Credits to be applied towards other Paid Services. Earned and purchased Credits will not be refunded.
Brightladder warrants to Client that all software programming, web pages, and materials delivered to Client in connection with the Service are free from defects in materials and faulty workmanship under normal use, and that the Website will operate properly with widely used web browsers. While no website design process is able to guarantee bug-free results, the Service will be provided in a workmanlike manner, within local industry standards and tolerances for commercial applications. This warranty does not cover items damaged, modified or misused after delivery to Client. It is understood by and agreed to between, Brightladder and Client that after 90-days of use of the website by Client that any defect (bugs) potentially found in the website will be discovered by Client. As such, Brightladder offers a limited 90-day warranty for all products and services offered to Client. Client expressly agrees Brightladder shall not be liable for damages of any kind, relating to the Service and this limited warranty, in excess of the amount paid by Client for the Service.
Client may choose to hire Brightladder to do further work on the website if they choose. The process is for Client to purchase a Credits package for Web Services and then to communicate to Brightladder Client’s desires.
Client represents and warrants that it has done a reasonable amount of research and due diligence to deem that they have the right and power to enter into and perform this Agreement and that Client is not aware of any claims or basis for claims of infringement of any patent, trademark, copyright, trade secret, or contractual or other proprietary rights of third parties in or to any programming or materials included by Brightladder in the Service or trade names related to the Service or Website at the time that the website and collateral materials were delivered. After any Paid Services have been delivered it is wholly owned and controlled by Client. In the event of any claim, charge, suit or proceeding by any third party against Client alleging such infringement or related claim, Client expressly agrees to indemnify and hold Brightladder harmless from such claim, charge, suit or proceeding. Taking ownership of the Paid Service happens when Brightladder sends the file(s) to Client. Client shall indemnify and hold Brightladder harmless from and against any loss, cost, damage or expense (including attorney fees and legal expenses) incurred by Client that may result by reason of any such claim, charge, suit or proceeding.
The content, organization, logos, design, and all other matters related to Brightladder.com (“BL Site”) are protected under applicable copyright and proprietary laws, including but not limited to intellectual property laws. The copying, reproduction, use, modification or publication by Client of any such matters or any part of the site is strictly prohibited, without express prior written permission by Brightladder.
All fees that Client is paying Brightladder are for the Paid Service as-is, without any custom changes, new features or upgrades, unless specifically stated within the details of the Paid Service purchased. Additionally, Client may hire either Brightladder or another company to offer consultations, support or other services related to any Paid Service. Brightladder will quote each alteration, consultation, support ticket or upgrade on a “per job” basis charging their standard rates.
Brightladder is not responsible if information made available on the BL Site or Service is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at Client’s own risk. Brightladder reserves the right within their sole discretion, without any obligation and without any notice requirement to Client, to edit or delete any documents, information or other content appearing on the BL Site or Service, including this agreement. There may possibly be information on the BL Site or Service that contains errors, inaccuracies or accidental omissions. Brightladder reserves the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information on BL Site or Service is inaccurate at any time without prior notice (including after Client has submitted an order).
Client warrants and represents that Client shall use Service and Paid Services only for lawful purposes and in accordance with all valid federal, state, and local laws and regulations governing the use of e-mail and the Internet, whether or not specifically prohibited elsewhere in this Agreement. Failure to abide by the terms of this paragraph shall be grounds for immediate termination of Client’s account.
Certain content and products available on the BL Site or Service may include materials from third-parties. Third-party links on BL Site or Service may direct Client to third-party websites that are not affiliated with Brightladder. Brightladder is not responsible for the content, accuracy or opinions expressed in such websites, and such websites are not investigated, monitored or checked for accuracy or completeness by Brightladder. Brightladder is not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. The BL Site or Service and the third-party linked websites are independent entities and neither party has authority to make any representations or commitments on behalf of the other. If Client decides to leave the BL Site or Service and access these third-party linked sites, Client does so at Client’s own risk. Client is responsible to review carefully the third-party’s policies and practices and be sure Client understands them before engaging in any transaction.
Client is responsible for and must provide all phones, phone services, computers, software, hardware, and other services necessary to access all Paid Services as well as Brightladder’s platform. Brightladder makes no representations, warranties, or assurances that Client’s equipment will be compatible with Services or Paid Services.
Client agrees to keep Brightladder informed of all current contact information for Client’s account. Changes in Client’s account information may be reported to Brightladder by e-mail at firstname.lastname@example.org.
If Client or someone employed by or hired by Client breaks, injures, or somehow disables or harms the Website, its code or various features of the Website, Client will hold Brightladder harmless. If hiring someone to make changes to the website, it is imperative that they are experts in the Website’s platform. If the site is mishandled or if the code is harmed by Client or someone that Client has hired it is up to Client to pay to have the website fixed. Brightladder may be contacted to fix the website but the fee to fix the website will depend on the damage that has been done to the site. It is possible that the fees could be in excess of what the original purchase price of the site was, simply depending on the level of damages that have occurred were done.
Client takes full responsibility for all files that are delivered from Brightladder. Brightladder is not responsible to replace any Paid Services’ files (Logo, Branding, SM Package, etc.) in the event Client deletes or loses the files.
All suggestions, ideas, notes, concepts, and other information Client may send to Brightladder (collectively, “Submissions”) shall be deemed and shall remain Brightladder’s sole property and shall not be subject to any obligation of confidence on Brightladder’s part. Without limiting the foregoing, Brightladder shall be deemed to own all known and hereafter existing rights of every kind and nature regarding the Submissions and shall be entitled to unrestricted use of the Submissions for any purpose, without compensation to the provider of the Submissions.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES HEREBY SPECIFICALLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY PROVISION OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE.
Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third-party claims, demands, liabilities, costs and expenses, including reasonable attorney’s fees, costs and expenses resulting from the indemnifying party’s material breach of any duty, representation, or warranty under this Agreement.
This agreement may not be assigned by either party without the express written consent of the other party; provided, however, Brightladder may assign this agreement, or any of its rights hereunder, in whole or in part, without Client’s consent to a subsidiary or affiliate or a surviving entity in the case of a merger, acquisition, divestiture, consolidation or corporate reorganization (whether or not the contracting party is the surviving entity). Any purported assignment without said consent shall be null and void without any legal force or effect whatsoever. Subject to the foregoing, this agreement will be binding upon and inure to the benefit of the Parties, their successors and permitted assigns.
This Agreement is not assignable, in whole or in part, by either party without the prior written consent of the other party. Any attempt to make such assignment shall be void.
In any legal action between the parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees and costs.
Client shall pay the amount of any sales, use, excise or similar taxes applicable to the performance of the Service if any, or, in lieu of such payment, Client shall provide Brightladder with a certificate acceptable to the taxing authorities exempting Client from payment of such taxes.
Client takes full responsibility to follow all tax guidelines and any tax liability. Client understands that Brightladder is not responsible for any of Client’s taxes.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.
This Agreement shall be construed in accordance with the internal laws of the State of Idaho, without regard to conflict of laws rules. Venue shall be in a court of competent jurisdiction in the State of Idaho, and both parties expressly consent to jurisdiction in such courts.
This Agreement supersedes all prior agreements and understandings between the parties for the performance of the Service and constitutes the complete agreement and understanding between the parties. The parties may amend this Agreement in a written document signed by both parties.
EITHER CLIENT OR BRIGHTLADDER MAY CHOOSE TO HAVE ANY DISPUTE, EXCEPT AS STATED BELOW, DECIDED THROUGH BINDING ARBITRATION AND NOT IN COURT OR BY JURY TRIAL.
IF A DISPUTE IS ARBITRATED, CLIENT WILL GIVE UP CLIENT’S RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM CLIENT MAY HAVE AGAINST BRIGHTLADDER INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.
DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT CLIENT AND BRIGHTLADDER WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION.
Except as otherwise stated below, any claim or dispute, whether in contract, tort, statute, or otherwise (including the interpretation and scope of this clause and the arbitrability of the claim or dispute), between Client and Brightladder or Brightladder’s employees, agents, successors, or assigns, which arises out of or relates to Client’s purchase or use of the Service, or any resulting transaction or relationship (including any such relationship with third parties who do not sign this agreement) shall, at Client’s or Brightladder’s election, be resolved by neutral, binding arbitration and not by court action. If the federal law provides that a claim or dispute is not subject to binding arbitration, this Arbitration Clause shall not apply to such claim or dispute. The claim or dispute is to be arbitrated by an assigned arbitrator on an individual basis and not as a class action. Client expressly waives any right Client may have to arbitrate a class or representative action. The American Arbitration Association or any other organization subject to Brightladder’s approval shall conduct the arbitration (6795 N. Palm Avenue, 2nd Floor, Fresno, CA 93704). Client may get a copy of the rules of an arbitration organization by contacting the organization or visiting its website.
Arbitrators shall be attorneys or retired judges and shall be selected pursuant to the applicable rules. The arbitrator shall apply governing substantive law and the applicable statutes of limitation. Unless applicable law provides otherwise, the arbitration hearing shall be conducted in the federal district in which this contract was executed. Brightladder will pay for Client’s filing, administration, service, and case management fee, Client’s arbitrator and hearing fee, and any arbitration appeal fees Client incurs all up to a maximum of $5,000 unless the law or the rules of the chosen arbitration organization require Brightladder to pay more. The amount we pay may be reimbursed in whole or in part by the decision of the arbitrator if the arbitrator finds any of Client’s claims are frivolous under applicable law. Each party shall be responsible for its own attorney, expert, and other fees, unless awarded by the arbitrator under applicable law. If the chosen arbitration organization’s rules conflict with this clause, then the provisions of this clause shall control. The arbitrator’s award shall be final and binding on all parties, except that Client may appeal an arbitrator’s award pursuant to the rules of the arbitration organization, and Brightladder may only appeal an award against Brightladder exceeding $100,000. Any arbitration under this Arbitration Clause shall be governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.) and not by any state law concerning arbitration.
Client and Brightladder both retain the right to seek remedies in small claims court for disputes or claims within that court’s jurisdiction. Both parties further retain any rights to self-help remedies. Neither Client nor Brightladder waives the right to arbitrate by using self-help remedies or filing suit. Any court having jurisdiction may enter judgment on the arbitrator’s award. If any part of this Arbitration Clause, other than waivers of class action rights, is deemed or found to be unenforceable for any reason, the remainder shall remain enforceable. If a waiver of class action rights is deemed or found to be unenforceable for any reason in a case in which class action allegations have been made, the remainder of this Arbitration Clause shall be unenforceable.
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