BIZLADDER HOURLY BLOCKS TERMS OF SERVICE AND AGREEMENT
In this Agreement, the term “BIZL” refers to BizLadder and the term “Company” refers to purchaser of the hourly blocks
BIZL and Company may be referred to as “Party” (individually) or “Parties” (collectively).
Bulk Hours - Requests can take ‘up-to’ four to six (4-6) business days to complete depending on our workload and the scope/complexity of the request. Any requests made requiring a time to complete prior to four to six days from the original request will be considered expedited. No refunds on these hours in full or in part. Requests received after 4p EST on a business day, will be considered to be received on the next available business day. Business days are defined as Monday through Friday, 9a to 4p, with Federal Holiday schedules.
Expedited times or costs will be determined case-by-case based on your team’s workload, scope and complexity of request. Bulk Hours requests with a timeline prior to four (4) business days or requests to be made on weekends and holidays are considered expedited. Expedited time or costs will be determined on a case-by-case basis based on your appointed team’s workload, scope and complexity of request.
Any requests, emails, communications, phone calls or any other related performance/work on a project that are under 15 minutes, will be automatically rounded up to 15 minutes. NOTE: Bulk Hour time is used for time spent on the project, for example (but not limited to) i.e., reading and answering emails, internal project discussions, mobilizing, phone calls or phone conferences, project management, etc. Please see Refund Policy regarding Bulk Hour purchases. Expedited times are as follows: (1) Same day and Holiday requests are 1 hour, plus 4 times time. (2) Next day requests will be at 3 times the time. (3) 2day requests will be at 2 times the time. (4) 4-6 day requests or longer will be at regular time.
BIZL will not be liable for any delay nor for failure to carry out any other obligations under the Agreement due to fires; strikes; war; epidemics; floods; acts, demands, or requirements of the Government of the United States or of any other State, Province, or Country; or any other cause beyond BIZL’s reasonable control and without its fault or negligence. If BIZL is unable to perform its obligations under the Agreement because of such events, BIZL will notify the Company immediately.
Default and Remedies
5. Refunds - By making payment to this invoice, you have agreed to our Refund Policy: If you write in to request a refund within 5 days of making any form of payment, you will get a full refund, no questions asked. Note: Refunds are not eligible for ANY projects in situations where three (3) or more of your revision requests have been made to your project following payment. Refund Restrictions: Refund not applicable to purchases made on or before August 1st, 2018. Refund not applicable once three rounds of revisions are requested. Refund not applicable on any service where a 3rd revision request had been made. Refund not applicable on requests for a refund beyond seven (7) calendar days of first payment. Refund not applicable on bulk hour purchases – in full or in part. Refund not applicable on marketing campaigns of any kind. Refund not applicable on SEO services. Refund not applicable on any form of graphic design or wed design services. Refund not applicable on domain registration fees. Refund not applicable for express service clients. Refund not applicable on shared screen training services, prior or after. Refund not applicable for prepaid hosting fees. Refund not applicable on convenience fees. Refund not applicable on refund requests not put in writing within (7) days of first payment.
6. Limitation of Liability
6.1. Except for the Parties’ obligations under Section 8 and Section 9, neither party to this Agreement will be liable to the other party for any indirect, special, punitive, or consequential damages, including damages based on loss of revenues, profits, goodwill, or business opportunities.
6.2. In case of BIZL’s failure to provide any Services to Company, BIZL’s maximum liability for such failure will not exceed the amount of money BIZL received from Company for Services in the previous six months. If the failure to provide any Services is in any way due to Company’s fault, BIZL will not be obligated to provide any refund.
7. Representations and Warranties
7.1. Company represents and warrants to BIZL that (a) Company owns or legally controls all rights in and to the databases and any content, including copyrights, materials, ideas, and intellectual property contained therein; (b) any authorized use of the databases and any content by BIZL or BIZL’s grantees, licensees, or assigns will not violate or infringe upon any rights of any individual or entity, including contractual rights, copyrights, trademarks, and rights of privacy and publicity; and (c) in performing under the Agreement, Company will not violate the terms of any agreement with any third party.
7.2. Neither Party is authorized to make any representation, contract or commitment on behalf of the other Party unless specifically requested or authorized in writing to do so by the other Party.
7.3. No part of BIZL’s compensation will be subject to withholding by Company for the payment of any social security, federal, state or any other employee payroll taxes.
7.4. BIZL will use its commercially reasonable efforts to perform the Services.
8.1. BIZL’s. Company will indemnify BIZL and BIZL’s owners, shareholders, officers, employees, agents, representatives, affiliates, subcontractors, and customers (collectively, “Indemnified Parties”) from all claims, actions, and proceedings, and the resulting losses, damages, costs, and expenses (including reasonable attorneys' fees), arising from any claim, action, or proceeding in any way related to Company’s breach or alleged breach of any representation, warranty, or covenant in this Agreement, from Company’s (and its employees, agents, or any third party that participated with Company’s permission in any of the activities related to this Agreement) acts, negligence, or failure to act. Company will also indemnify and defend BIZL and Indemnified Parties from all claims or penalties resulting from Company’s default that has not been cured.
8.2. Company’s. Except for claims caused by the conduct or negligence of BIZL, its officers, employees, or agents, BIZL will indemnify and defend Company and its agents from all claims resulting from a default by BIZL that has not been cured.
9. Confidential Information
9.1. The Parties will keep this Agreement and its terms confidential. The Parties will also keep confidential any information that is provided by one Party to the other and that is marked confidential. The Parties may not use confidential information for any purpose other than performance of this Agreement.
9.2. During the term of this Agreement and for three years after, BIZL will maintain in confidence all information disclosed by Company (the “Confidential Information”) and will not use, disclose, or grant the use of the Confidential Information except on a need-to-know basis to those directors, officers, affiliates, employees, permitted licensees, permitted assignees and agents, consultants, or contractors, to the extent such disclosure is reasonably necessary in connection with the Services. To the extent that disclosure is authorized by this Agreement, before such disclosure, BIZL will obtain agreement of any such person to hold in confidence and not make use of the Confidential Information for any purpose other than those permitted by this Agreement. Company hereby represents and warrants that, with respect to all Confidential Information it provides to BIZL, Company has the right to disclose such Confidential Information to BIZL and BIZL shall have the right to use the Confidential Information in order to perform the Services.
9.3. Permitted Disclosures. The Confidentiality obligations contained in Sections 9.1 and 9.2 above will not apply to the extent that (a) BIZL is required to disclose information by law, order, or regulation of a governmental agency or a court of competent jurisdiction; (b) the general existence of relationship in press or through the use of Company name, trademark, or service mark on BIZL website or marketing materials; (c) BIZL can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to BIZL, or thereafter became public knowledge, other than as a result of actions of BIZL in violation hereof; (ii) the disclosed information was rightfully known by BIZL (as shown by its written records) prior to the date of disclosure to BIZL by Company hereunder; (iii) the disclosed information was disclosed to BIZL on an unrestricted basis from a third party; or (iv) the disclosed information was independently developed by BIZL without use of the Confidential Information disclosed by Company.
9.4. Survival. The covenants in this Section will survive the expiration or termination of this Agreement.
Litigation: IN THE EVENT OF ANY LEGAL OR EQUITABLE ACTION ARISING UNDER THIS AGREEMENT, THE VENUE OF SUCH ACTION SHALL BE EXCLUSIVELY WITHIN EITHER THE STATE OR FEDERAL COURTS SITTING IN NEW CASTLE COUNTY, DELAWARE, AS THE CASE MAY BE, AND THE PARTIES HERETO DO HEREBY SPECIFICALLY WAIVE ANY OTHER JURISDICTION AND VENUE. EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH COURTS, IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY CERTIFIED MAIL OR PERSONAL SERVICE AND HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER HAVE AS TO PERSONAL JURISDICTION, THE LAYING OF THE VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM Attorney Fees: In any litigation proceeding by which one party hereto either seeks to enforce its rights under this Agreement (whether in contract, tort, or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be awarded its reasonable attorney fees, and costs and expenses incurred
All notices and other communications required or permitted under this Agreement must be in writing and must be sent to the Party at that Party’s electronic mail address set forth below, or at whatever other address the Party specifies in writing. Email is considered writing and will satisfy notice requirements.
12. Miscellaneous Provisions
12.1. Entire Agreement. This Agreement constitutes the sole agreement of the Parties with respect to its subject matter. It supersedes any prior written or oral agreements or communications between the Parties. This Agreement may be modified only in a writing signed by the Parties.
12.2. Successors and Representatives. This Agreement binds and inures to the benefit of the Parties and their respective heirs, personal representatives, successors, and (where permitted) assignees.
12.3. Parties’ Relationship. BIZL will serve as Company’s independent contractor. No employer-employee, partnership, joint-venture, or agency relationship exists between BIZL and Company.
12.4. Severability. If any part of this Agreement is for any reason held to be unenforceable, (a) that provision will be deemed amended to achieve an economic effect that is as near as possible to that provided by the original provision and (b) the rest of the Agreement will remain fully enforceable.
12.5. “Including.” Unless the context requires otherwise, the term “including” means “including but not limited to.”
12.6. Headings. Headings are for convenience only and do not affect the interpretation of this Agreement.
12.7. Negotiation. Parties agree to attempt to resolve any dispute by negotiation between the parties.
12.8. Applicable Law. Delaware law applies to this Agreement without regard for any choice-of-law rules that might direct the application of the laws of any other jurisdiction.
12.9. Venue. The Parties consent to the venue of New Castle County for resolution of any dispute regarding this Agreement. The Parties waive the right to a trial by jury.
12.10. Attorneys’ Fees and Costs. In any litigation or arbitration under this Agreement, the losing Party will pay attorney’s fees and any reasonable costs, including collection costs, of the winning Party.
12.11. No Waiver. No term or condition of this Agreement will be deemed waived, nor will there be any estoppel to enforce any provisions of this Agreement, except by a statement in writing signed by the Party against whom enforcement of the waiver or estoppel is sought. Any written waiver will not be deemed a continuing waiver unless specifically stated so, will incorporate only as to the specific term or condition waived, and will not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived. The failure of either Party to enforce at any time any of the provisions of this Agreement will not be construed as a waiver of such provisions or of the right of such Party thereafter to enforce any such provisions.
12.12. Joint Drafting and Neutral Considerations. Agreement is a negotiated document and is deemed to have been drafted jointly by the Parties. No rule of construction or interpretation will apply against any particular Party based on a contention that the Agreement was drafted by one of the Parties. Agreement must be construed and interpreted in a neutral manner.
12.13. Counterparts. This Agreement may be signed in counterparts, each one of which is considered an original, but all of which constitute one and the same instrument.
12.14. Signatures. Handwritten, electronic, and facsimile of handwritten signatures on this Agreement will all be deemed original signatures.