These Terms and Conditions (“Agreement” or “T&C”) sets forth the terms of Your agreement to purchase Services (“Service”) provided by BxB Media, LLC, (“BxB”) subject to the prices, quantities, terms and conditions set forth in Your Order (“Order”), which is incorporated herein by reference and governed by the terms and conditions contained in this Agreement. As used herein, (“Client”), (“You”) and (“Your”) refers to the Client.
Authorization. Client authorizes BxB to develop a website, forms, hosting, online marketing and other services as described in the Order. Specifically, Client grants all necessary authority to BxB to complete, provide, or deliver the Service, including but not limited to: accessing Client’s web host server, network, and/or web provider, to upload and download files as needed from the Client directory, to submit Client’s site to search engines and to any other directories requested by the Client for marketing purposes, and (with Client’s written consent) to purchase domains, stock photography, and any other services or materials.
Initiation of Work. Recurring Fees. BxB will initiate work on Your site within a reasonable time after the one-time start-up fees and first monthly payment have been made and verified by BxB, as stated in the Order. Monthly payments will be automatically charged to Client’s credit card or captured by ACH payment. The date of the monthly charge/ACH payment will be scheduled according to when the first charge/ACH payment was made and will repeat on the anniversary of that date each month.
Proof Process. Completion. BxB will submit the final website to Client for digital written consent. If necessary, BxB will submit final website to search engines when both Client and BxB agree that the website is ready for submission to search engines and directories. The website will go live when all due fees are paid in full and final digital written approval is received from the Client.
Changes, corrections, updates. Changes and updates needed after final website approval has been received from the Client will be estimated and scheduled individually based on an evaluation of the particular change(s) and/or update(s) requested by the Client. All changes requested by Client must be in writing and approved by BxB, including any additional charges related to the changes. Corrections determined to be the responsibility of BxB will be made promptly and at no charge. Any changes, corrections or updates made after final website approval by Client will be scheduled and billed according to evaluation mentioned above.
Timeline for Delivery. Best Efforts- determined by Customer input. BxB has created a Timeline according to the parameters of the requested site. This Timeline will be adhered to only if the Client has provided all necessary graphics, copy content, design elements, logins, and any other necessary content, approvals, or access to BxB as defined by the Timeline. BxB shall not be held responsible for delays to site development arising out of Client’s delays in providing graphics, copy, logins, approvals, or any other necessary content or access to BxB. If the Client fails to deliver the needed content and/or access information or provide approvals according to the Timeline, BxB reserves the right to create a new Timeline as needed based on BxB’s scheduling demands. If website is not completed as defined by the Timeline due to lack of Client assistance, BxB may: a) Create a new Timeline according to Client’s scheduling demands, and/or b) terminate this Agreement and charge Client for work completed (subject to the early termination fee stated herein). Notwithstanding the above, if BxB is not able to meet the Timeline due to other matters beyond BxB’s control, including but not limited to war, acts of terrorism, natural disasters, acts of nature, government regulation that makes it illegal or impracticable to perform as agreed, hacks, large-scale internet or power issues, and other similar events (“Force Majeure”), then the Timeline shall be extended until those obstacles are removed, or at BxB’s option the Agreement may be terminated.
Term Length and Payment. All Services shall be for a 12-month Term, unless stated differently in the Order. After the initial Term this contract shall renew on a month-to-month basis with a 60 day notice of cancellation. All payments will be automatically processed on a credit card or by ACH payment monthly.
Other Electronic Commerce Business Relationships. The Client understands that the web host, forms processing, credit card processing services and any other businesses not owned by BxB are not parties to this contract and are separate business entities from BxB. The Client understands that BxB has no control over functionality or availability of website and email due to the actions or inaction of the web host server, credit card processing, online banking and any other business services the Client uses to transact business over the Internet outside of BxB. Client acknowledges that such entities are not BxB’s agents, partners, subsidiaries, joint venturers, nor in any other legal relationship with BXB. BxB is not liable for the acts or omissions of such entities, and Client shall release and hold harmless BxB from and against any liability for claims arising out of the acts or omissions of such entities. BxB makes no representations, warranties or guarantees for any services, products or recommendations of other Internet business companies or entities.
Testing and Acceptance Procedures. BxB will make every good-faith effort to test all elements of the web site thoroughly and make all necessary corrections as a result of such testing prior to handing over the deliverables to the Client. Upon receipt of the website, the Client shall either accept the website as set forth herein or provide BxB with written notice of any corrections to be made.
Changes Made by the Client to Website. BxB uses WordPress (“WP”) for all its websites. The website is provided as a service, not a product. Upon written request WP can be made accessible to the Client who will be able to make changes on their own, however, the extent of the Client access is made at the discretion of BxB and the Client will not be granted a role as a WP Administrator. BxB is not responsible for any problems ensuing from Client’s attempts to work on the website or from access granted to another party by the Client. Any problems of any kind arising from Client’s attempts to work on site will be the Client’s responsibility. Client is completely responsible for content provided by Client and/or content Client posts on its own to any BxB-built website, including but not limited to its accuracy, truthfulness, legality, SEO, compliance with copyright and intellectual property laws and agreements, and/or ethical standards. Client shall protect, defend, indemnify and hold harmless BxB from and against any and all claims, demands, causes of action, and liabilities of any kind and nature arising out of in any way related to content provided by Client.
Website Refreshes. Clients who have signed up for certain BxB Holistic Programs and have 1.) maintained the same (eligible) Program level for at least 24 months and; 2.) have been in good standing with BxB for at least 24 months, may become eligible for a Website Refresh based on other criteria such as, but not limited to, changes in technology, changes in “best practices”, and/or the need for a design update. Once eligibility is determined, Client can receive a Website Refresh at a discounted rate or for no charge once they have signed an agreement for 12 months at their current program, the signing of which will mark the beginning of the Refresh process.
Submission and Publication of AI-Generated Assets. Some BxB Media clients may want to submit AI-generated written content and/or AI-generated images (referred to collectively as “Assets”) for proofing and publication, such as for web pages, blogs, brochures, or other marketing materials. Client shall immediately notify BxB when it is submitting or otherwise using any AI-generated Assets and BxB reserves the right to reject any AI-generated Assets. BxB Media will review Assets (written for spelling and grammar and images to ensure proper formatting) and, once approved by the client, publish Assets but Client is completely responsible for the Assets, including but not limited to their accuracy, truthfulness, legality, SEO, compliance with copyright and intellectual property laws and agreements, and/or ethical standards. Client is completely responsible for any AI generated Assets they post on their own to any BxB-built website. Client shall protect, defend, indemnify and hold harmless BxB from and against any and all claims, demands, causes of action, and liabilities of any kind and nature arising out of in any way related to AI-generated Assets provided by Client.
No Guarantees. BxB makes no express, implied, constructive or other representations, warranties or guarantee as to the amount of traffic to the Client’s site or interest generated in the Client’s site. BxB makes no express, implied, constructive or other representations, warranties or guarantees concerning any increase in Client sales, nor does BxB promise top listing in any search engine or directory. BxB will use it’s best efforts to perform under the contract, and makes no express, implied, constructive or other representation, warranty or guarantee that the site will be accessible by all browser and operating systems.
Confidentiality. Property Rights. Intellectual Property. BxB understands that it will be working with confidential Client information and will only release this information to parties directly involved in website creation or other marketing efforts performed by BxB. Client authorizes BxB to release information to third parties requiring access for site creation or of other marketing efforts performed by BxB. This includes, but is not limited to, website and email address, user ids and passwords, trade information, and banking information should the Client request online shopping. Upon website completion, Client will change any banking passwords BxB has had access to. If Client chooses not to retain BxB for website maintenance, Client will change ftp, email, and any other passwords BxB has had access to. Client will hold BxB harmless should breach of security occur if Client has not changed business passwords. Client represents that all website content including but not limited to logos, trademarks, photos, illustrations, audio, video, and written content provided to BxB are owned by the Client, or that Client has received all required consents, permission, and licenses for use Client further warrants that such use does not violate United States copyright, trademark, patent laws, nor the intellectual property rights of any person or entity. Client has also received permission from all individuals photographed to be shown on the web for the Services purchased herein. Client shall defend, indemnify and hold BxB harmless from and against all claims arising out of or in any way related to website and other content provided by Client. BxB acknowledges and agrees that the Client retains all rights and copyright to all content (including but not limited to written, photographic, illustrative, video and audio) supplied by Client. The Client acknowledges and agrees that BxB retains all rights and copyright to all content (including but not limited to written, photographic, illustrative, video and audio) and website design supplied and/or created by BxB. Client understands that their website may be used for demonstrations, advertising or portfolio use by BxB. BxB owns all rights, title and interest in BxB trade names, Service marks, inventions, copyrights, trade secrets, trademarks, patents, and know-how relating to the design, function, or operation of plans and of the hardware and software systems and resources necessary to provide Service to You, unless otherwise expressly stated in the Order. This Agreement does not constitute a license to You to use BxB’s Logo, trade names, or service marks. Notwithstanding the foregoing, You hereby grant BxB a royalty-free global license to use of Your trademark, name and/or logo for BxB’s purpose of displaying You as a Client or vendor of the Company to the public to complete the Services as stated in the Order.
Security. Security of the Services shall be provided on a best efforts basis. Notwithstanding the foregoing, Client acknowledges that BxB shall not be responsible for the security of Client’s network, servers, or web site. Client shall hold harmless BxB from and against all claims related hacking, ransomware, viruses, and other security issues.
Accessibility, Usability, Cross-Platform Issues. BxB will use best efforts to make sites as accessible, useable, and cross-platform compatible as possible. Client understands that no website will look and function identically on all browsers, operating systems, and devices and that any attempt to do so is futile. Client will be informed if features requested by the Client will negatively impact website accessibility, usability, and cross-platform use. Client agrees to indemnify and hold BxB harmless against all claims with regard to these matters.
Continuing Website Maintenance and Promotion. Unless stated in the Order, Client understands and acknowledges that maintenance and promotional services will only be provided by BxB if stated in the Order. Any additional services must be requested in writing and consented to in writing by both parties, including additional charges for the services. Any and all additional services or changes are subject to these Terms and Conditions.
Taxes. Fees and Service charges are on the Order and do not include applicable Taxes and regulatory fees unless so indicated. In the event that BxB is required by a governmental authority to pay any tax on anything in this Agreement, You will reimburse BxB within thirty (30) days of written notice that a tax has been paid on Your behalf by BxB.
Rejection. Full Force and Effect. Termination. BxB may reject any Order, Proposal, change or addition at its discretion. BxB may terminate Your Service if payment is not received within ten (10) days of the date which it is due. This Agreement will remain in full force and effect for the Term for twelve (12) months or as specified on Your Order, beginning from the date of BxB’s acceptance, and will apply to all future Services You purchase from BxB. At the end of the Initial twelve (12) month Term or as set forth in Your Order, Your Service will automatically renew on a month-to-month basis, unless this Agreement is properly terminated as set forth herein. You may only terminate this Agreement by sending written notice to BxB, via their contact page, of Your intent to not renew the Service at least sixty (60) days in advance. In the event that Your contract is terminated prior to the Term End, You will be liable for an early termination charge calculated as: One hundred (100%) percent of Your MRC for the Service multiplied by the remaining months of Your Service term. For HVAC and other Home Service Industry Orders there may be a buyout fee for websites.This buyout fee is stipulated by the parties as a reasonable estimate in advance of the costs and losses to BxB from the termination, and the buyout fee is not a penalty. All BxB proprietary and copyrighted material will be removed when the site is no longer under BxB control.
Billing and Collection of Charges. You will be billed by BxB for the Service as set forth in this document or in your Order.
Billing Disputes. All payments to BxB are NON-REFUNDABLE. If You dispute a term or amount on an invoice, You must do so in writing within thirty (30) days from the invoice date. Disputes must be sent in writing via our contact page. You must pay an amount equal to the part of the bill that is not in dispute. If You report a disputed charge to Your credit card company or bank, and BxB later determines that it is a valid charge, You agree to compensate BxB for all reasonable damages and costs, including actual attorney fees, incurred as a result of Your rejected dispute.
Transfers and Assignments. You may not assign or transfer Your rights, passwords, domains, or duties in connection with the Services provided by BxB without the prior written consent of BxB. All transfers of rights or duties herein, without the advanced permission in writing of BxB, shall be void and unenforceable as a matter of law.
Limitation of Liability. BxB SHALL NOT BE LIABLE FOR ANY AND ALL: (1) DIRECT, INDIRECT, INCIDENTAL, GENERAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO: LOSS OF PROFITS, LOSS OF BUSINESS OR BUSINESS OPPORTUNITY, LOSS OF INFORMATION KEPT ON A DRIVE Or SYSTEM OWNED OR MAINTAINED BY BxB; (2) VIOLATION OF HIPAA, PCI, OR OTHER FEDERAL, STATE OR LOCAL LAW; OR (3) LOSS OF USE, EVEN IF Client IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, TO Client FOR A BREACH OF ANY ORDER, PROPOSAL OR BREACH OF THIS AGREEMENT BY BxB. IN THE EVENT OF A BREACH OF AN OBLIGATION BY BxB, Client’S DAMAGES SHALL BE LIMITED TO A MAXIMUM OF THE AMOUNT ACTUALLY PAID BY Client TO BxB IN THE THREE MONTHS PRECEDING THE ALLEGED BREACH BY BxB, BUT IN NO CASE SHALL Client’S DAMAGES EXCEED $1,000. Notwithstanding anything herein to the contrary, You agree to accept the service on an “as-is” non-warrantable basis. BxB EXPRESSLY DISCLAIMS AND Client WAIVES ANY AND ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, THE IMPLIED WARRANTY OF MERCHANTABILITY, AND THE IMPLIED WARRANTY OF TITLE. BxB SHALL HAVE NO LIABILITY HEREUNDER FOR DAMAGES INCURRED OR SUMS PAID DUE TO ANY FAULT OF Client OR ANY THIRD PARTY, OR BY ANY HARMFUL COMPONENTS (SUCH AS COMPUTER VIRUSES, WORMS, COMPUTER SABOTAGE, AND ‘DENIAL OF SERVICE’ ATTACKS). BxB IS NOT LIABLE FOR ANY BREACH OF SECURITY ON YOUR NETWORK OR THE SERVICES PROVIDED HEREIN, REGARDLESS OF WHETHER ANY REMEDY PROVIDED IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. YOU AGREE THAT YOU WILL NOT HOLD BxB RESPONSIBLE FOR ANY SELECTION OR RETENTION OF, OR THE ACTS OR OMISSIONS OF, THIRD PARTIES IN CONNECTION WITH THE SERVICES (INCLUDING THOSE WITH WHOM BxB MAY CONTRACT TO OPERATE THE SERVICES), OR HOLD A THIRD PARTY RESPONSIBLE FOR ANY SELECTION OR RETENTION OF, OR THE ACTS OR OMISSIONS OF, BxB IN CONNECTION WITH THE SERVICES. WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT YOU WILL NOT HOLD BxB RESPONSIBLE FOR (A) THIRD PARTY CLAIMS AGAINST Client FOR DAMAGES, (B) LOSS OF OR DAMAGE TO Client’S RECORDS OR DATA, DOMAINS, SITES, or SOFTWARE MAINTAINED OR STORED BY BxB, OR (C) LOSS OR DAMAGE TO Client ASSOCIATED WITH THE INOPERABILITY OF Client’S WEBSITE. THIS AGREEMENT IS BETWEEN THE PARTIES HERETO ONLY AND THE PARTIES EXPRESSLY AGREE THAT NOTHING IN THIS AGREEMENT OR THE SERVICES PROVIDED IS INTENDED TO CREATE ANY RIGHTS, INCLUDING THIRD-PARTY BENEFICIARY RIGHTS, IN FAVOR OF ANY NONPARTIES TO THIS AGREEMENT. YOU AGREE TO MAKE ALL CLAIMS RELATED TO THE SERVICES DIRECTLY AGAINST BxB, AND WAIVE ANY RIGHT TO RECOVER DAMAGES (DIRECTLY OR BY INDEMNITY) RELATED TO THE SERVICES BY CLAIMING AGAINST OR THROUGH A THIRD PARTY TO THIS AGREEMENT.
Notices and Communications. You must designate on Your Proposal a mailing address and e-mail address to which BxB may mail or deliver notices and other communications. All notices You send to BxB must be in writing, by certified mail or e-mail, sent to:
BxB Media, LLC
6841 N. Rochester Rd
Suite 2A
Rochester Hills, MI 48307
Privacy Policy. You agree to abide by BxB’s Privacy Policy, as may be amended from time to time, as found on https://www.bxbmedia.com and which is incorporated by reference and made a part of this Agreement.
Solicitation. During the term of this Agreement, a renewal term of this agreement, and for a period of two (2) years from the voluntary or involuntary termination of this Agreement, You shall not knowingly solicit, induce, or attempt to induce any past or current Clients, Clients, prospects, employees, attorney referrals, vendors and any other Client, Client or referral contacts of BxB: (a) to cease doing business in whole or in part with or through BxB, or (b) to do business with any other person, firm, partnership, corporation, or other entity which performs services materially similar to or competitive with those provided by BxB. In the event of a breach of this clause, You agree that damages will be difficult to estimate and that BxB shall be entitled to seek injunctive, equitable relief to enforce this Agreement.
Applicable Law. Venue and Jurisdiction. Dispute Resolution. This Agreement shall be subject to and governed by the laws of the State of Michigan. Any claim under this Agreement may be arbitrated in Oakland County, Michigan if BxB gives advanced written consent to You to arbitrate. Any such arbitration shall be conducted pursuant to the commercial rules of the American Arbitration Association and be conducted in Oakland County, Michigan. Any arbitration award shall be binding on the parties and enforceable in the appropriate court of law. Notwithstanding the foregoing, venue for any legal action arising out of this Agreement shall be exclusively within the State of Michigan, Oakland County Circuit Court, Rochester, MI State District Court, or the Federal District Court for the Eastern District of Michigan.
Partial Invalidity. Waiver. Conflict of Terms. If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, the remaining provisions will nevertheless remain in full force and effect. The failure of BxB to exercise any right under this agreement at any time shall not constitute a waiver, nor shall it be construed to be a waiver, of that or any other term of this Agreement, nor of any past, present or future breach of the terms and conditions of this Agreement. In the event of a conflict between the T&C and an Order, the Order shall control.
Statute of Limitations. You agree that any claim against BxB, whether arising in tort, contract or otherwise, must be brought within six (6) months of the date giving rise to the claim, notwithstanding any other period of limitations, repose, laches or other applicable law.
Entire Agreement; Modifications. This Agreement and Your Order set forth the entire Agreement and understanding between the parties and merges all prior discussions between them. The parties agree to conduct transactions hereunder by electronic means, including electronic signatures. These Terms and Conditions may be modified by BxB from time to time, at BxB’s sole discretion, and You consent to those modifications by continuing to use the Services provided by BxB and by checking the box below. Your act of checking the box below constitutes your consent to the Terms and Conditions as modified and constitutes Your electronic signature.
Risk of Loss. At all times, You will bear the risk of any loss, damage or destruction of Your domain, site, software, and any assets left in the care, custody, control of BxB.
Indemnification. You agree to indemnify, defend, and hold BxB harmless, as well as its subsidiaries, affiliates, officers, directors, employees, agents, licensors, consultants, suppliers, and any third-party Web site provider, from and against all claims, demands, actions, liabilities, losses, expenses, damages, judgments and costs, including attorneys’ fees, resulting from Your violation of this Agreement, misuse or abuse of the Service, violation of State or Federal law, or infringement thereof by You or Users of Your account. BxB reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You. You must not in any event accept a settlement of any dispute relating to this contract without prior written consent of BxB.
Attorneys’ Fees. If legal proceedings are instituted to enforce any or the terms and conditions of Your Order or this Agreement, You agree to pay all costs of BxB in connection therewith, including actual attorneys’ fees.
