Overview

BridgeCloud, it’s website and associated products and services are owned and managed by Chris Amerson Enterprises, LLC.

This Terms and Conditions (“Agreement”) is an agreement between BridgeCloud(“BC”) and the party (“Customer”, “Client”, “Member”, “you”, “your”), and applies to all services (“Services”) ordered by Customer from BC. BY COMPLETING THE SIGNUP PROCESS, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE. YOUR CONTINUED USE OF THE SERVICES CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. BC reserves the right to terminate this Agreement for any reason or no reason. BC reserves the right to refuse service to anyone.

Customer Services

Customer Services will include one or more than one of the following services provided by BC:

  1. Hosted Website Services
  2. Hosted Cloud Services
  3. Consulting, design and/or development services.

Corrective Action

BC may take corrective action with or without notice, including removal of all or a portion of the Member Content, disconnection or discontinuance of any and all Services, or termination of this Agreement in the event of notice of possible violation by Customer of this Agreement, violation of our Service Usage Policy, non-payment, or charge backs. Customer agrees that BC shall have no liability to Member due to any Corrective Action that BC may take. Customer also agrees that BC will not provide any refunds of any fees paid by Member prior to Corrective Action.

Policy Amendments and Modifications

BC may amend or modify this Agreement or the Service Usage Policy at any time in its sole discretion. Customer shall be bound by any such modification. BC may, but is under no obligation to, provide notice of any modification of this Agreement or the Service Usage Policy. Any modification is effective upon posting on BC’s website. If you continue to use the Services following effectiveness of the modification, your continued use will mean that you have accepted that modification. Please periodically check the on-line policy to assure understanding and awareness of changes.

Service Modifications

BC reserves the right to amend its service offerings and add, delete, suspend, or modify the Services at anytime, and to determine whether and when any such changes apply to both existing and future customers.

Term and Termination

Services will commence the date the order was placed on the website and continue for the duration of the term as specified in the specific item transaction detail.

Thereafter, recurring services will automatically renew for successive terms of equal length unless the Service is terminated by either party.

Customers may cancel any active subscription by emailing support@bridgecloud.io and requesting a cancellation. The service will terminate at the end of the current billing cycle. BC will not provide any partial refunds for early cancellations.

Either party may terminate this Agreement immediately upon the occurrence of any one or more of the following events: (i) the other party fails to pay when due any amounts required to be paid under this Agreement; (ii) the other party breaches any material term or provision of this Agreement and/or the Service Usage Policy; (iii) the other party becomes insolvent, makes an assignment for the benefit of its creditors, institutes or becomes subject to any proceeding under any bankruptcy or similar laws for the relief of debtors, or seeks the appointment of, or becomes subject to the appoint of, any trustee or receiver for all or any portion of such party’s assets.

BC may terminate this Agreement,

(i) if the Services are prohibited by applicable law,(ii) if the Services become impractical or unfeasible for any technical, legal, or regulatory reason,(iii) as part of Corrective Action,(iv) for any reason or no reason.

If BC terminates this Agreement or Customer cancels this Agreement prior to the end of the contract term or after any promotions for that promotional term, BC will not refund to Customer any Service Fees paid in advance of termination. Customer agrees that they are obligated to pay all Service Fees and charges accrued prior to the effective termination date.

Fees, Taxes, and Payment

Services are provided on a pre-pay basis. Customer will pay to BC the Service Fees in accordance with BC’s fee schedule as displayed on the applicable product pages. All fees are fully earned when due and nonrefundable when paid. Service Fees for renewal periods after the Initial Term shall renew automatically at the end of the current period. If any transaction is declined for any reason, BC will notify the Customer and request it to be corrected. If corrective action is not taken within 3 business days, BC will immediately suspend the Customer Service until the matter is resolved. Suspended accounts/subscriptions will be subject to the conditions listed under the stated Account/Subscription Reactivation section. BC will bill Customer $35.00 for any ACH bank transfer chargeback received.

Customer may cancel any service prior to the end of the current billing period. Customer must cancel via the stated procedures listed under Term and Termination.

The Service Fees charged to the customer include any applicable sales, use, revenue, excise or other taxes imposed by any taxing authority with respect to the Services or any software provided hereunder.

Special Offers Through Promotion Code

BC may from time to time, at its sole discretion, offer special limited time offers using a Promotion Code. These special offers are only available during the time period when the Promotion Code is valid. Customer acknowledges that any promotions offered via Promotion Codes are not retroactive and do not apply to accounts that have been signed up previously at a time when the Promotion Code was not valid. Customer also acknowledges that early termination of the account renders promotions null and void, where upon regular rates will apply to the account.

Account/Subscription Reactivation

There is a $249 charge to reactivate accounts/subscriptions that have been suspended or terminated. BC in its sole discretion can decide to reactivate or not to reactivate a particular account.

Hardware and Software

Customers are responsible for and must provide all phones, phone and Internet connectivity services, computers, software, hardware, and other services necessary to access BC servers and Services. BC makes no representations, warranties, or assurances that customer’s equipment will be compatible with BC Services.

Customer Representations and Warranties

Customer represents and warrants to BC that during the Term that Customer owns, is a valid licensee, or has the right to use the Member Content, including all text, graphics, and audio, and the use, reproduction, distribution and transmission of the Member Content and any information and materials contained therein does not, and will not: (i) infringe any copyright, trademark, or any other proprietary right of a third party, (ii) violate any criminal laws and will only be used for lawful purposes, (iii) constitute false advertising, unfair competition, defamation, an invasion of privacy, violate a right of publicity or violate any other law or regulation, or (iv) contain and will at all times remain free of computer viruses, worms, Trojan horses, and other malicious code, (v) contain, or provide links to, pornographic material, or “hate” sites.

Customer further represents and warrants to BC the expected outcome of Power Listing, SEO, PPC, SMM, REA, MDEV, or Mobile Apps cannot be guaranteed nor is any guarantee implied. BC makes its best efforts to deliver service results, but the final outcome is beyond the control of BC.

E-Commerce Activities

If Customer is engaged in Ecommerce Activity, they are solely responsible for: (i) the accuracy and appropriateness of the Member Content, (ii) ensuring that Member Content does not infringe or violate upon the rights of any third party or individual, (iii) ensuring that the Member Content, products and services are not illegal, (iv) accepting, processing, and fulfilling customer orders, (v) handling customer inquiries or complaints, (vi) payment of any and all taxes associated with its online store, and (vii) the security and privacy of any customer information that Customer may receive as a result of Ecommerce Activity.

Government Regulations

Customer may not export, re-export, transfer or make available, whether directly or indirectly, any regulated items or information to anyone outside the United States in connection with this Agreement without first complying with all export control laws and regulations which may be imposed by the United States government and any country or organization of nations within whose jurisdiction Customer operates or does business.

License to BC

Customer grants BC the royalty-free, non-exclusive, worldwide right and license to reproduce, copy, use and distribute Member Content and to make archival or backup copies of the Member Content solely to provide and operate the Services. BC acknowledges that they are not acquiring any right, title or interest in or to the Member Content, all of which shall remain solely with the Customer.

BC Intellectual Property

BC grants to Customer a non-exclusive, non-transferable, royalty-free license, exercisable solely during the term of this Agreement, to use applicable BC Technology solely for the purpose of accessing and using the Services. Customer may not use the BC Technology for any purpose other than accessing and using the Services. Except for the rights expressly granted herein, this Agreement does not transfer from BC to Customer any BC Technology, and all rights, titles and interests in and to the BC Technology shall remain solely with BC. Customer shall not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from any of the BC Technology. BC’s trademarks, trade names, service marks, logos, other names and marks, and related product and service names, design marks and slogans are the sole and exclusive property of BC. Customer may not use any of the foregoing in any advertising, publicity or in any other commercial manner without the prior written consent of BC.

Any feedback, data, answers, questions, comments, suggestions, idea or the like which Customer sends to BC relating to the Services will be treated as being non-confidential and non-proprietary. BC may use, disclose or publish any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever.

Disclaimer of Warranty

Customer agrees to use all Services and any information obtained through or from BC, at Customer’s own risk. Customer acknowledges and agrees that BC exercises no control over, and accepts no responsibility for, the content of the information passing through BC’s host computers, network, or the Internet, including Third Party Services. THE SERVICES ARE PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS. NONE OF BC, ITS PARENT, SUBSIDIARY OR AFFILIATED CORPORATIONS, OR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AFFILIATES, AGENTS, SUPPLIERS, THIRD-PARTY INFORMATION PROVIDERS, LICENSORS OR THE LIKE (“BC PERSON”) MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, FOR THE SERVICES OR ANY EQUIPMENT BC PROVIDES. NO BC PERSON MAKES ANY WARRANTIES THAT THE SERVICES WILL NOT BE INTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTIES AS TO THERESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICES ORMERCHANDISE CONTAINED IN OR PROVIDED THROUGH THE SERVICES. BC IS NOT LIABLE, AND EXPRESSLY DISCLAIMS ANY LIABILITY, FOR THE CONTENT OF ANY DATATRANSFERRED EITHER TO OR FROM CUSTOMER OR STORED BY CUSTOMER OR ANY OF CUSTOMER’S USERS VIA THE SERVICES PROVIDED BY BC. NO ADVICE OR WRITTEN INFORMATION GIVEN BY ANY BC PERSON WILL CREATE A WARRANTY; NOR MAY YOURELY ON ANY SUCH INFORMATION OR ADVICE. The terms of this section shall survive any termination of this Agreement.

Indemnification

Customer agrees to indemnify, defend and hold harmless BC and its parent, subsidiary and affiliated companies, and each of their respective officers, directors, employees, shareholders and agents (“Indemnified Parties”) from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings, and expenses (including attorney fees) threatened, asserted, or filed by a third party against any of the Indemnified Parties arising out of or relating to: (i) Customer’s use of the Services, (ii) any violation by Customer of the Service Usage Policy, (iii) any breach of any representation, warranty, or covenant of Customer contained in this Agreement, or (iv) any acts or omissions of Customer. The terms of this section shall survive any termination of this Agreement.

Limitation of Liability

Customer agrees that no BC Person, under any circumstances, shall be held responsible or liable for situations where the Services are accessed by third parties through illegal or illicit means, including situations where such data is accessed through the exploitation of security gaps, weaknesses or flaws (whether known or unknown to BC at the time) which may exist in the Services or BC’s equipment used to provide the Services.

Under no circumstances, including negligence, shall any BC Person be liable for any indirect, incidental, special, consequential or punitive damages, or loss of profits, revenue, data or use by Customer, any of its users, or any other third party, whether in an action in contract or tort or strict liability or other legal theory, even if BC has been advised of the possibility of such damages.

No BC Person shall be liable to Customer, any of its users, or any other third party, for any loss or damage that result or are alleged to have resulted from the use of or inability to use the Services, or that results from mistakes, omissions, interruptions, deletion of files, loss of data, errors, viruses, defects, delays in operations, or transmission or any failure of performance, whether or not limited to acts of God, communications failure, theft, destruction or unauthorized access to BC’s records, programs, equipment, or services.

IN NO EVENT WILL BC’S LIABILITY IN CONNECTION WITH THE SERVICES, ANY SOFTWARE PROVIDED HEREUNDER OR ANY ORDER, WHETHER CAUSED BY FAILURE TO DELIVER, NONPERFORMANCE, DEFECTS, BREACH OF WARRANTY OR OTHERWISE, EXCEED THE AGGREGATE ACTUAL SERVICE FEES PAID TO BC BY CUSTOMER DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

BC CANNOT GUARANTEE CONTINUOUS SERVICE, SERVICE AT ANY PARTICULAR TIME, INTEGRITY OF DATA, INFORMATION OR CONTENT STORED OR TRANSMITTED VIA THEINTERNET. BC WILL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO, OR ANYCORRUPTION, ERASURE, THEFT, DESTRUCTION, ALTERATION OR IN ADVERTENT DISCLOSURE OF, DATA, INFORMATION OR CONTENT TRANSMITTED, RECEIVED OR STORED ON ITS SYSTEM.

BC performs regular and prudent data backups, however, subscribers should export their contact lists and critical files periodically. Customer understands, acknowledges and agrees that if BC takes any corrective action under this Agreement because of an action of Customer or its website users, Customer agrees that BC shall have no liability to Customer due to such corrective action by BC. The terms of this section shall survive any termination of this Agreement.

Force Majeure

Neither party is liable for any default or delay in the performance of any of its obligations under this Agreement (other than failure to make payments when due) if such default or delay is caused, directly or indirectly, by forces beyond such party’s reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, acts of war or terrorism, acts of government or other legal order, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for such party toper form its obligations hereunder.

Governing Law, Jurisdiction, and Arbitration

This Agreement shall be governed in all respects by Texas law without regard to the conflict of law provisions thereof. Both parties submit to personal jurisdiction in Texas. Any controversy or claim arising out of, relating to or in connection with this Agreement, or the breach thereof, shall be subject to arbitration administered by the American Arbitration Association (“AAA”) in accordance with its then existing Commercial Arbitration Rules (“AAA Rules”) and judgment upon the award rendered by the arbitrator maybe entered in any court having jurisdiction thereof. The place of arbitration shall be Fort Worth, Texas, or any other place selected by mutual agreement of the parties. An award rendered in connection with an arbitration pursuant to this Section shall be final and binding upon the parties and the parties agree and consent that the arbitral award shall be conclusive proof of the validity of the determinations of the arbitrations set forth in the award, and any judgment upon such an award may be entered and enforced in any court of competent jurisdiction. The parties agree that the award of the arbitral tribunal will be the sole and exclusive remedy between them regarding any and all claims and counterclaims between them with respect to the subject matter of the arbitrated dispute. The parties hereby waive all in person and jurisdictional defenses in connection with any arbitration hereunder or the enforcement of an order or award rendered pursuant thereto. In any legal action, the prevailing party will be entitled to recover all legal expenses incurred in connection with the action, including but not limited to its costs and reasonable attorney’s fees. The terms of this section shall survive any termination of this Agreement.

Independent Contractor

BC and Customer are independent contractors and nothing contained in the Agreement places BC and Customer in the relationship of principal and agent, partner or joint venturers. Neither party has, expressly or by implication, or may represent itself as having, any authority to make contracts or enter into any agreements in the name of the other party.

Assignment and Successors

Customer may not assign or transfer this Agreement, or any of its rights or obligations hereunder, without the prior written consent of BC. Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. BC may assign its rights and obligations under this Agreement, and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without the consent of Customer. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Entire Agreement and Severability

This Agreement represents the entire agreement between the parties, and supersedes all previous agreements.

All rights and restrictions contained in the Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.

Customer hereby represents that they are either, an individual entering this Agreement for their personal use and is of legal age to execute this Agreement, or a corporation, limited partnership or other legal entity, validly existing under the laws of the state of its organization and the person acting on behalf of Customer is authorized to execute this Agreement on behalf of Customer.

Website Build

  1. 24-hour guarantee

    In order for site to be completed within 24-hours, BC must have all of the following information from the client:

    1. All text, images, phone numbers, emails, addresses, or any information that needs to be on the website.
    2. Access to existing hosting account.
    3. Access to domain registrar.

    If no framework exists for client's needs, BC may need additional time to complete the project.

    BridgeCloud will not pay for domain renewal that is not transferred to BridgeCloud. Domain must also be valued at $20 or less to qualify for renewal. If greater than $20, BridgeCloud will extend an account credit of $20. Client must pay for domain BEFORE the domain is purchased.

  2. Revisions

    After the initial site is built, client will have a chance to review the site's presentation, and provide constructive feedback. Client will have the chance to submit 1 Round of corrections. Corrections must be sent to support@bridgecloud.io in ONE email in a list with descriptions. Multiple emails will be considered multiple rounds of corrections, and BridgeCloud is not obligated to make the remaining changes before launch. Client may use these changes as part of their development time allotted each month. If client does not want to use their monthly development time, client may opt to pay $65/hour to complete the changes before launch.

Maintenance

All updates, changes to your website/dashboard after the initial website build must be submitted through the dashboard in the back-end of your website. If you are having technical difficulties, you can submit a support ticket HERE.

Client pays for allotted development time each month. Development time does not accrue month-to-month. Schedule is as follows:

  • Starter: 30 minutes/month
  • Pro: 1 hour/month
  • Winner: 1 hour/month

Client can request additional time beyond the allotted time per month in their dashboard.

Cancellation

ALL website builds are considered to be intellectual property of BridgeCloud. BridgeCloud' license does not extend once customer leaves the platform. Upon cancellation of services:

  1. Domain

    BridgeCloud will transfer the domain back to you, at your expense. Most domain registrars require a transfer fee. BridgeCloud will NOT pay for this fee. Upon transfer request, BridgeCloud will transfer the domain within 24 hours of request.

    Even though BridgeCloud will control the domain. BridgeCloud maintains that the domain name IS PROPERTY OF THE CLIENT.

    BridgeCloud will not pay for domain renewals if services are cancelled.

  2. Hosting

    Cancellation of your account will terminate all hosting services and YOUR SITE WILL NO LONGER BE LIVE WITHIN 24 HOURS OF CANCELLATION.

  3. Heatmapping & Screen Recording

    Cancellation of your account will also cancel all heatmapping, screen recording, and analytics services.

  4. Dashboard Addons

    ALL general and custom addons to your dashboard will no longer be accessible upon cancellation of BridgeCloud services.

  5. IDX

    Upon cancellation of BridgeCloud' services, your IDX account will be terminated. You will no longer be able to manage your IDX within your BridgeCloud dashboard, and will immediately no longer have access to our IDX.

  6. SSL

    Upon cancellation of BridgeCloud' services, client will no longer have access to a SSL certificate, and if desired, much purchase through a new provider.

  7. Live Chat & Chat Bot

    Any chat bots or live chat added to client's website will be terminated upon cancellation of services. Client will lose all chat logs and chat capabilities upon cancellation.