1. Acceptance and General Information.
2. Eligibility and Account Terms.
a. By purchasing this Service, Client declares and represents he/she is 18 years of age or older and has full legal capacity to agree to these Terms of Service without need for additional approvals or consents. If Client is a business form or entity, the person accepting these Terms of Service expressly acknowledges and agrees he/she has the authority to act as an agent for the entity or business form in question and to contractually bind said entity or business.
Client must provide all personal and contact information needed in order to complete the order of the Brightladder Service.
Client is responsible for keeping all usernames and passwords secure for everything delivered to Client by Brightladder.
Client agrees to allow Brightladder to contact Client via the phone number and email provided.
Client agrees to indemnify, defend, and hold Brightladder harmless from and against any and all claims, demands, suits, liabilities, fees, costs, or losses of any kind arising from Client’s negligence, willful misconduct, violation of laws, or arising from content released or published on Client’s website, blog, social media, or other resource. All activity and content uploaded to Client’s website, including but not limited to, data, graphics, photos, and links must comply with all governing laws and regulations. Client hereby expressly agrees and acknowledges its/his/her sole and separate responsibility for all information released on website and social media pages.
Brightladder may terminate the Service provided to Client for any breach or violation of these Terms of Service.
Brightladder reserves the right to refuse to do business with anyone (including any company or business) for any reason and in its sole discretion.
3. Description of the Service.
Brightladder will provide a website (the "Website") to Client on an "as-is" basis. The items that will be included in the Service are listed in Schedule A and will be electronically delivered to Client. All programming and documentation shall comply with standards currently employed by Brightladder.
Included in sale
Responsive Magento (ecommerce) or Wordpress (non-ecommerce) Website
Merchant account guide and assistance (for ecommerce)
Hosting setup assistance and discounts
Website screencasts and knowledge base
Mobile & tablet version of website as optimized by the responsive nature of the Magento/WordPress site
SEO, PPC, and Social Media eBooks
Business Plan Template and Guide
Excel Bookkeeping Templates
1000 business cards OR social media creation and design
Logo Design and Corporate Identity Package (thank you cards, newsletter, envelopes, business cards) OR two (2) additional hours of website customization
Blog associated with domain
Google Analytics Integration
Content Management System
Business License and Corporate Setup Guidance – we will discuss your business and provide information about corporate structure, as well as provide links to assist in getting your business tax compliant (NOTE: Brightladder is not a law firm and does not provide legal advice)
Search Engine Optimization - we will submit your website to 70+ search engines
30 consecutive days telephone support and training
Two (2) One-on-One hour training sessions (to be completed within 30 days)
b. Website details:
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 with Hostgator.com (NOTE: After we transfer the files to Hostgator, you will be able to do anything you want to the website and move it to any other hosting platform so long as you do not cancel Service and get a refund within 30 days.) We will then train you during a one-on-one call how to make adjustments to text, add pages and links, adjust photos, etc.
c. Logo Design and Corporate Identity Package details:
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 CID 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 $999.00.
5. Ownership Rights.
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 the site and where their site will be seen and made available. Brightladder disclaims any liability for the content of Client’s site and Client expressly agrees to this disclaimer and further agrees to indemnify and defend Brightladder pursuant to the indemnify 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.
6. Ownership Rights and Grant of License.
Notwithstanding any other provision of this Agreement, the Service will include one (1) perpetual, non-exclusive license for one (1) website theme/design. Client has the right to sell this site one (1) time and agrees not to make copies for the intent of selling multiple copies.
7. Non-Solicitation of Employees.
Client and Brightladder agree to refrain from soliciting for employment, without the prior written consent of the other, their respective employees during the term of this Agreement and for a period of two (2) years following the termination of this Agreement. 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.
9. Additional Information.
To make sure that both parties are in agreement to the specifics of what is being offered in Section one, the following definitions have been agreed to by both parties:
-Business License and Corporate Setup Guidance: Brightladder will provide Client information regarding where to go to find necessary documentation to file a business entity in Client’s State. Brightladder is not a law firm or an accounting firm and will not offer any legal or accounting advice.
-SEO work may be done by a 3rd party company. If a 3rd party company is chosen then all work and communication will be done between Client and the 3rd party company. This decision is left entirely up to Client.
-For ecommerce: Brightladder will help install the merchant account for Client if Client signs up with Stripe OR PayPal. If Client chooses PayPal then Client will use the standard version of PayPal and not PayPal Advanced. If a merchant account is chosen by Client other than PayPal or Stripe, Brightladder may charge additional fees to install the merchant account.
-Brightladder will provide Client contact information to hosting company, Host Gator. It is mandatory to sign up with Host Gator for at least the first month (special price of $.99 with our code). Client can move Hosting Company in the future if they choose.
-30 days of Training and Support begin the moment that the “Welcome Email” is sent to Client. During these thirty days Client is able to email Brightladder with any questions at no additional fee.
-After 30 days, Brightladder can be hired for $200 per year or $20 per month for email support.
-All hosting questions need to be directed to your hosting provider and not Brightladder.
10. Warranty - Brightladder.
rightladder 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 communicate to Brightladder Client’s desires and a quote will then be generated.
11. Trade Names / Trademark / Copyright Infringement.
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 the site has 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 hold Brightladder harmless from such claim, charge, suit or proceeding. Taking ownership of the site happens when Brightladder sends the “Welcome Email” to Client or when Client first logs into the backend of the website, whichever happens first. 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.
12. Maintenance / Upgrades / Additional Features.
All fees that Client is paying Brightladder are for the website as-is, without any custom changes, new features or upgrades. If Client is in need of any changes to the website which will change it from the way that it currently is, Client may hire Brightladder on a “per job” basis to make the alterations, upgrades or changes. Additionally, Client may hire either Brightladder or another company to offer consultations, support or other services related to the site. Brightladder will quote each alteration, consultation, support ticket or upgrade on a “per job” basis charging their industry standard rates.
13. Merchant Account Setup (for ecommerce).
Brightladder will give Client step-by-step instructions and guides to get Stripe.com merchant account activated and integrated. Client takes personal responsibility of getting the merchant account setup initially and then will enter the necessary banking information associated with their business account. In the training, Brightladder representative will educate and integrate Client’s Stripe account with Client’s new ecommerce website.
14. Web Hosting.
Client agrees to follow steps given to setup account with Host Gator. All liabilities for Web Hosting will be transferred to Client’s new Hosting Provider. Brightladder will not be responsible for any outages, security breaches, or any other hosting related issue. Brightladder will work with the Hosting Provider for the initial setup and installation. If Client decides to change Hosting Providers, they can do so at will. Client can hire Brightladder to change Hosting Providers at the industry rate. Brightladder recommends using a Magento optimized Hosting Provider for peak performance.
-Brightladder highly recommends Client invest or setup Daily Backups with the Hosting Company. This is important in case anything may happen, Client can revert back one (1) day instead of losing all content.
15. Warranty against Unlawful Use.
Client warrants and represents that Client shall use Service only for lawful purposes and in accordance with all valid federal, state, and local laws and regulations governing 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.
16. Patents, Copyrights, Trademarks, and Other Intellectual and Proprietary Rights.
(a) Except for rights expressly granted herein, this Agreement does not transfer any intellectual or other property or proprietary right to Client. Client agrees that all right, title, and interest in any product or service provided to Client belongs to Brightladder. These products and services are only for Client's use in connection with Service provided to Client as outlined in this Agreement.
(b) Client expressly warrants to Brightladder that Client has the right to use any patented, copyrighted, or trademarked material, which Client uses, posts, or otherwise transfers to any other hosting servers.
17. Hardware, Equipment, and Software.
Client is responsible for and must provide all phones, phone services, computers, software, hardware, and other services necessary to access all services listed in Schedule A. Brightladder makes no representations, warranties, or assurances that Client's equipment will be compatible with Hosting 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 info@Brightladder.com.
If Client or someone employed by or hired by Client breaks, injures or some-how disables or harms the website, its code or various features of the website Client will hold Brightladder harmless. As mentioned in this agreement the website which Client is buying from Brightladder is on the Magento or Wordpress platform. If hiring someone to make changes to the website, it is imperative that they are experts in the Magento or Wordpress 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 were done.
-Client takes full responsibility of all files that are delivered from Brightladder. Brightladder is not responsible to replace any files (corporate identity, logo, social media, etc.) in the event Client deletes or loses the files.
20. Disclaimer of Warranties.
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.
21. Limitation of Liability.
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 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.
24. Attorney's Fees.
In any legal action between the parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees and costs.
This Agreement shall terminate when the termination is agreed upon by both parties in writing.
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.
28. Governing Law / Forum.
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.
29. Complete Contract / Amendment.
This Agreement supersedes all prior agreements and understandings between the parties for 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.
30. ARBITRATION OF DISPUTES – PLEASE REVIEW CAREFULLY -AFFECTS YOUR LEGAL RIGHTS
EITHER CLIENT OR BRIGHTLADDER MAY CHOOSE TO HAVE ANY DISPUTE, EXCEPT AS STATED BELOW, BETWEEN US DECIDED THROUGH BINDING ARBITRATION AND NOT IN COURT OR BY JURY TRIAL.
IF A DISPUTE IS ARBITRATED, YOU WILL GIVE UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US 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 YOU AND WE 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 your or our election, be resolved by neutral, binding arbitration and not by court action. If 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 assigned arbitrator on an individual basis and not as a class action. You expressly waive any right you 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). You 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 your filing, administration, service, and case management fee, your arbitrator and hearing fee, and any arbitration appeal fees you incur all up to a maximum of $5,000, unless the law or the rules of the chosen arbitration organization require us to pay more. The amount we pay may be reimbursed in whole or in part by decision of the arbitrator if the arbitrator finds any of your 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 you may appeal any arbitrator’s award pursuant to the rules of the arbitration organization, and we may only appeal an award against us 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 you nor we waive 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.