Outlne
The following Terms of Service (“Terms”) apply to your company (“You” or “you”) and BTTN Holdings LLC, an Oregon limited liability company (“Company”, “We”, “we”, “Us”, or “us”). These terms govern your use of, and the provision of, (a) the subscription services provided by the Company, which include search engine optimization, website management, paid advertising, and content marketing (the “Services”), and (b) one-time projects, such as branding, brand strategy, naming, logo design, graphic design, website design, and website development (the “Non-Recurring Services”). Any additional or different terms that you provide on any purchase order, invoice, business form, or acknowledgment will not be accepted, and any subsequent performance does not imply acceptance of such inconsistent or additional terms.
Your Responsibilities
You are required to provide the Company with all necessary materials and information for the creation of our deliverables and/or the provision of services promptly and as needed. You will also review the deliverables and services and furnish feedback and approvals in accordance with the agreed-upon timeline.
Company Responsibilities
The Company possesses the requisite experience and capability to fulfill all that has been agreed upon with you, and will execute all tasks agreed upon. The Company will strive to meet each deadline established, but is not contractually beholden to specific deadlines. The company uphold the confidentiality of all materials and information you provide.
Non-Subscription Services
Billing & Payments – Payment for non-subscription services or projects will be made in United States Dollars (USD) unless otherwise noted in your proposal. You consent to the Company debiting your Payment Method for non-subscriptions or projects following the payment timeline stipulated in the proposal. If the proposal dictates that payment for any non-subscriptions or projects is to be fulfilled in installments, you authorize automatic payments for the full fee for such services on the specified schedule. Should you neglect to make any installment by the due date, the Company is entitled to suspend or terminate the non-subscription service or projects and may levy interest on the overdue amount at the rate of either 20% per annum or the highest legally permissible rate, whichever is lower.
Credit Card Fees – Should the Payment Method be a credit card, an additional surcharge amounting to 3.5% of the transaction value will be applied to the total amount to compensate for credit card processing fees. This surcharge does not apply to ACH Direct Debit.
Termination – You have the right to terminate non-subscription services and/or projects at any point, on the condition that all work the Company has performed up to the point of termination are compensated for. Termination may lead to the issuance of a final invoice to reconcile any discrepancy between payments made and work actually performed, should there be an outstanding balance. Conversely, if there is payment for work that has not been completed, a refund for that portion may be issued at the discretion of the Company.
Refunds – Under no circumstances will refunds be provided for work that has been performed. You may request reports detailing time expended, the percentage of the budget utilized, or any outstanding balance at any point during the duration of the non-subscription service or project.
Subscription Services
Billing & Renewal – The Company offers monthly, bi-annual, and annual subscriptions (or others authorized in writing by the Company). The subscription term depends on your chosen plan, but all billing and payments occur monthly. All subscriptions automatically renew for the same term unless you cancel at least 30 days before the current term’s end. Cancellation requires a written notice by email or registered mail.
Cancellation – You can cancel your subscription anytime with at least 30 days’ notice. However, if your subscription is monthly and the current term ends in less than 30 days, termination will only take effect on the last day of the next term.
Refunds – You’re responsible for subscription fees until the termination date, and no fees will be refunded upon cancellation. If you’re on a bi-annual or annual plan and terminate it off-cycle, the Company will charge an amount equivalent to the total discounts you received for subscribing to a longer-term plan. All fees are non-refundable once paid. All cancellations of and change requests to your subscription to the Services must be submitted in writing by email or registered mail.
Termination – If you cancel your subscription to the Services, and your Services include website hosting, your website will be disabled the day after termination becomes effective. To prevent your site from going offline, plan to allow at least 14 days for the transition of website materials and digital assets to you or your chosen third-party service provider.
Billing Cycle – Billing Cycle for Subscription Services: The billing cycle for your subscription Services starts when your subscription begins and runs for a period of one calendar month. Each subsequent billing cycle also lasts for one calendar month. The Company will automatically charge your credit card or make an ACH withdrawal from your account (your “Payment Method”) on or around the first day of each billing cycle.
Recurring Billing – You authorize the Company to charge your Payment Method each month for your subscription fees, any applicable taxes, and any other charges related to the Services. The billed amount may vary monthly due to changes or additions to the Services, and you authorize us to charge your Payment Method for such varying amounts.
Payment Info – You agree to provide us with valid and updated Payment Method information. If your Payment Method fails, the Company reserves the right to retry charging, suspend, or terminate your Services until payment is successful. Unpaid amounts may accrue interest at the lesser of 20% per annum or the maximum rate allowed by law.
Ownership & Copyright
Transfer of Rights – Subscription services, non-subscription services, and/or projects may encompass the creation, aquistion, or licensing of Digital Assets, which includes design layouts, imagery, media, animation, trademarks, service marks, slogans, artistic creations, written content, sketches, photographs, visual media, film, music, transcripts, designs, websites, applications, source code, documentation, and other comparable creative works that may be protected by copyright, trademark, patent, or other intellectual property rights. Once all related fees and charges for the Digital Assets have been settled in full, you will acquire all rights, titles, and interests in the propritary Digital Assets created as part of the subscription services, non subscription services, and/or project the Company.
Third Party Rights – Parts of the Digital Assets may be subject to third-party licensing fees and further conditions that dictate the scope and method of their use. Such fees and conditions take precedence over the terms of this agreement.
Provided Materials – You affirm that all text, images, media, code, and other materials, digital or otherwise, supplied by you are either your own property, or you have secured the necessary permissions to utilize them.
Showcase Rights – The Company retains the right to showcase and link to your project within its portfolio and to discuss it on websites, in magazine articles, and in books. This encompasses work in progress, concepts that have not received approval, and other digital assets generated by the Company.
Performance
The Company does not guarantee any specific results from the use of its created website, Search Engine Optimization (SEO) strategies, or any other marketing or promotional campaigns. The effectiveness of these digital efforts can be influenced by many factors outside the control of the Company, including but not limited to market conditions, search engine algorithms, and changes in technology. While the Company will perform its services in a professional manner consistent with industry standards, it explicitly disclaims any warranties relating to the performance, operational functionality, ranking, revenue generation, or results of any website, SEO, or campaign strategies developed for you. You acknowledge and agree that the Company is not liable for the failure to achieve any specific business outcome, search engine ranking, or increase in traffic or revenue.
Information Privacy
You grant the Company permission to share any information pertaining to you and your Site with contractors, service providers, and other third parties engaged by the Company to deliver the Services, as well as for general business operations, which may include information that is proprietary or confidential to you. The Company strives to secure assurances from these third parties that they will maintain the confidentiality of all proprietary and confidential information and will use such information solely for the intended purposes of disclosure. Nonetheless, the Company does not govern how these third parties utilize any information, and consequently, does not accept any responsibility for their actions in this regard.
Limitation of Liability
The Services are offered “as is” without any kind of warranty. The Company disclaims all warranties, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement. The Company does not warrant that the Services will meet your needs, be uninterrupted, or be compatible with third-party products or services. To the extent any warranties cannot be disclaimed, the Company limits their duration to the minimum period permitted by law.
The Company is not responsible for any failures, delays, or interruptions in the Services due to events beyond its reasonable control, such as natural disasters, conflicts, public infrastructure breakdowns, or other similar circumstances.
The Company will not be liable to you or any third party for any indirect, incidental, special, punitive, or consequential damages, including but not limited to loss of use, revenue, or profit, whether arising from breach of contract, negligence, or any other cause of action, even if such damages were foreseeable or the Company had been advised of the possibility of such damages.
The Company shall not be held liable for any claims arising from or related to these Terms or the Services, whether due to breach of contract, tort (including negligence), or any other cause, and you hereby waive any right to seek damages from the Company under any circumstance.
Transferability
You are not permitted to assign or transfer this contract to another party without obtaining consent from the Company. This contract remains effective and does not require renewal. In the event that any portion of this contract is found to be invalid or unenforceable, the remainder of the contract will continue to be in full force and effect.
Arbirtation
In the event of any dispute, claim, question, or disagreement arising from or relating to these Terms or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or disagreements shall be finally settled by arbitration administered by a reputable arbitration service agreed upon by the parties, such as the American Arbitration Association (AAA), and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place in Washington County, Oregon, and shall be conducted in the English language. The prevailing party in any arbitration shall be entitled to recover its reasonable attorneys’ fees and costs. The Company shall not be responsible for any costs associated with the arbitration process. The arbitrator’s decision shall be final and binding, and no party shall have rights of appeal except for those provided in section 10 of the United States Federal Arbitration Act.
Governing Law / Venue
These Terms shall be exclusively governed by and construed in accordance with the laws of the State of Oregon, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the State of Oregon. Any legal suit, action, or proceeding arising out of, or related to, these Terms or the relationship between you and the Company shall be instituted exclusively in the state courts or federal courts located in Washington County, Oregon. Both parties irrevocably consent to the jurisdiction of such courts and waive any and all objections to the exercise of jurisdiction over them by such courts and to venue in such courts.
Furthermore, the Company shall not waive any rights or protections granted to it under these Terms or applicable law, and the Company reserves the right to seek and obtain injunctive relief, or any other equitable remedy, in any jurisdiction in order to protect its proprietary or confidential information, intellectual property rights, or any other rights under these Terms.