Terms of Service

1.Acceptance of These Terms

These Terms of Service ("Terms") are an agreement between you and Bridgepointe Inc ("Bridgepointe," "we," "us," or "our") governing your use of https://bridgepointe.us, its client payment portal, and the software development, hosting, infrastructure and support services we provide (together, the "Services"). By using this website, submitting an enquiry, paying an invoice, or accepting a proposal, you agree to these Terms. If you do not agree, do not use the site or the Services.

2.Who We Are and What These Terms Cover

Bridgepointe builds and operates software: native Windows, iOS and Android applications, backends and APIs, admin tooling, and the hosting and infrastructure that runs them. What we deliver for a particular client is described in that client's proposal or statement of work, not on this website.

These Terms are the default terms of business. Where a signed proposal, statement of work, master services agreement or order form says something different, the signed document controls for that engagement.

3.Engagements, Proposals and Change Orders

We quote work in writing. A proposal or statement of work ("SOW") describes the scope, deliverables, schedule and fees. Work begins when the SOW is accepted and any deposit stated on it has cleared.

Work outside an accepted SOW is a change. We will scope it, quote it, and start it once it is accepted in writing. Estimates are good-faith forecasts, not guarantees of a delivery date, unless the SOW says a date is fixed.

4.Client Accounts and Credentials

Some parts of the site - the client payment portal, project correspondence, hosting controls - are used by named people at your organisation. You are responsible for the accuracy of the information you give us and for keeping your credentials confidential.

Tell us immediately at info@bridgepointe.us if you believe a credential has been compromised or an account has been used without authorisation. We may suspend access to protect the Services or other clients while we investigate.

5.Fees, Invoices and Payment

Fees are stated on the applicable proposal, SOW or invoice, in U.S. dollars. Unless the document says otherwise, invoices are due on receipt and deposits are due before work is scheduled.

Card payments through this site are processed by Authorize.net. Card details are entered into Authorize.net's tokenization interface and are not stored on our servers; we receive a payment token, a transaction reference and the transaction result. By paying by card you also agree to Authorize.net's terms and its privacy policy.

If an invoice is overdue we may pause work, suspend hosted Services, and charge interest on the outstanding balance at the lesser of 1.5% per month or the maximum permitted by law. We may require payment in advance where an account is persistently late.

Fees are exclusive of taxes unless stated. You are responsible for sales, use, value-added and similar taxes, other than taxes on our own income.

6.Client Responsibilities and Acceptable Use

You agree to:

• provide accurate contact, billing and business information, and keep it current;
• use the site and the Services only for lawful purposes and only as permitted by the applicable SOW;
• not attempt to access accounts, systems or data that are not yours, or probe, scan or test the security of the Services without our written permission;
• not interfere with the operation of the Services, including by overloading, automating requests beyond documented limits, or introducing malicious code;
• not resell, sublicense or provide hosted Services to third parties unless the SOW allows it;
• ensure that content and data you supply to us, and the use we are asked to make of it, do not infringe anyone's rights or break any law.

7.Intellectual Property and Deliverables

You keep ownership of your own content, data, trademarks and materials. On full payment for an engagement, we assign to you the copyright in the deliverables we created specifically for you under that SOW, to the extent we own it.

We keep ownership of our pre-existing and general-purpose materials - frameworks, libraries, tooling, templates, patterns and know-how - and grant you a perpetual, non-exclusive, worldwide licence to use them as embedded in the deliverables we built for you.

Open-source components remain under their own licences, which we identify on request. Third-party commercial components (for example vendor SDKs, fonts or paid libraries) are licensed to you under that vendor's terms and may carry their own fees.

Unless the SOW says otherwise, nothing here transfers a licence to our name, logos or branding, and we may describe the engagement in general terms (for example as a client reference) unless you ask us in writing not to.

8.Third-Party Services

The Services rely on third parties - hosting and datacentre providers, Authorize.net for card payments, email delivery, domain registrars, certificate authorities, app stores, and vendor APIs. Those services are governed by their own terms, and their availability, pricing and behaviour are outside our control.

We are not responsible for a third party's acts or omissions. Where we resell or pass through a third-party cost, we may pass through that cost and any change to it.

9.Confidentiality

Each side will protect the other's non-public information with at least the care it uses for its own confidential information, and will use it only to perform the engagement. This does not cover information that is public, independently developed, or required to be disclosed by law - and where disclosure is required, the disclosing side gets notice where it lawfully can.

10.Privacy

Our Privacy Policy explains what we collect through this site and the Services and how we handle it. It is incorporated into these Terms by reference.

11.Availability, Support and Warranties

Uptime and support commitments apply only where a SOW states them. We fix defects in our own work reported within the warranty period stated on the SOW; that is the remedy for a defect. Changes in scope, third-party changes and modifications made by anyone else are not defects.

THE SITE AND THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. WE DO NOT WARRANT THAT THE SITE OR THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

12.Limitation of Liability

Nothing in these Terms limits liability that cannot be limited by law, and nothing limits our liability for fraud or wilful misconduct.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BRIDGEPOINTE INC WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, DATA OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY. OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US UNDER THE APPLICABLE STATEMENT OF WORK IN THE THREE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS ($100).

13.Indemnification

You agree to indemnify and hold harmless Bridgepointe Inc and its officers, directors, employees and agents from claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising from content or data you supplied to us, your use of the Services in breach of these Terms or the applicable SOW, or your violation of law or of a third party's rights.

14.Suspension and Termination

Either side may end an engagement for material breach that is not cured within 30 days of written notice, or immediately if the other side becomes insolvent. We may suspend the Services immediately for non-payment, for a security risk, or where we are required to by law.

On termination you pay for work performed and costs committed up to the termination date. We will hand over the deliverables and client materials you have paid for, and will keep your data available for export for 30 days after termination unless the SOW or a legal requirement says otherwise. Sections that by their nature survive termination - fees owed, intellectual property, confidentiality, disclaimers, liability, indemnity, arbitration - survive it.

15.Changes to These Terms

We may update these Terms. Material changes are announced on this page at least 30 days before they take effect, unless a shorter period is required by law. Changes do not alter an SOW already accepted; those are governed by the Terms in force when it was accepted. The effective date at the top of this page reflects the current version.

16.Dispute Resolution and Arbitration

Please read this section carefully. It affects your legal rights.

Any dispute arising out of or relating to these Terms, the site or the Services will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its commercial rules, except that either side may bring an individual claim in small claims court. You and Bridgepointe each waive the right to a jury trial and the right to participate in a class action or representative proceeding.

Before starting arbitration, send a written description of the dispute to info@bridgepointe.us and allow 30 days for us to resolve it. Either side may opt out of arbitration by sending written notice to info@bridgepointe.us within 30 days of first accepting these Terms.

17.Governing Law and Venue

These Terms are governed by the laws of the State of Colorado, without regard to conflict-of-law rules, except where federal law or the law of your state of residence provides otherwise. Arbitration will take place in that state or, at your election for a consumer claim, in your state of residence.

18.Contact

Bridgepointe Inc
485 Georges Rd., Ste 112, Unit 1040, Dayton, NJ 08810
Email: info@bridgepointe.us
Phone: +1 866 853 2828