Service Terms

Bit Spring, LLC
Effective Date: August 1, 2026  ·  Version: 1.0

1. Agreement

1.1 Parties. These Terms and Conditions (“Terms”) govern all services provided by Bit Spring, LLC, a Maryland limited liability company (“Bit Spring,” “we,” “us”), to the individual or entity purchasing those services (“Client,” “you”).

1.2 Formation. These Terms take effect on the earliest of: (a) your execution of an Order Form, proposal, or statement of work referencing them; (b) your submission of an online order or payment for Services; or (c) your first use of the Services. Together, these Terms and any applicable Order Form constitute the “Agreement.”

1.3 Order of precedence. If an executed Order Form or Statement of Work conflicts with these Terms, the Order Form or SOW controls as to that conflict only.

1.4 Business use. The Services are offered for business and organizational use. You represent that you are entering this Agreement for business purposes and not as a consumer.

2. Services

2.1 Service Plans. Bit Spring offers recurring service plans (“Plans”) described on our website and in your Order Form, which may include managed hosting, WordPress maintenance, monitoring, security management, backup management, and a monthly allowance of support time. The specific Plan, price, and inclusions are set out in your Order Form.

2.2 Scope. Services are limited to what your Plan and Order Form describe. Anything else — including new website development, redesigns, migrations to third-party platforms, custom application development, graphic design, content writing, paid advertising management, and email marketing — is out of scope and available under a separate Statement of Work.

2.3 Changes to Plans. We may modify the features included in a Plan on thirty (30) days’ written notice, provided the modification does not materially reduce the overall value of the Plan. Material reductions entitle you to terminate without penalty within that notice period.

2.4 Subcontractors. We may use qualified subcontractors and third-party vendors to deliver the Services. We remain responsible for their performance under this Agreement.

2.5 Hours of operation. Standard business hours are Monday through Friday, 9:00 a.m. to 5:00 p.m. Eastern Time, excluding U.S. federal holidays and our published holiday closures. After-hours emergency support is available only where your Plan expressly provides it.

3. Included Support Time

3.1 Monthly allowance. Each Plan includes an allowance of support time (“Included Hours”) stated in your Order Form. Included Hours cover routine maintenance, monitoring, updates, content edits, minor development, and troubleshooting.

3.2 Use it or lose it. Included Hours reset at the start of each billing period. Unused hours do not roll over, are not refundable, have no cash value, and cannot be transferred, banked, or redeemed for other services — except where your Plan expressly provides for rollover, in which case the stated rollover cap applies and rolled-over hours expire at the end of the following billing period.

3.3 Measurement. Time is tracked in fifteen (15) minute increments, rounded up. Time spent on communication, planning, testing, and documentation directly related to a request counts toward Included Hours.

3.4 Overage. Work exceeding your Included Hours is billed at our then-current hourly rate, currently $100.00 per hour. We will notify you before beginning any work we reasonably expect to exceed two (2) hours beyond your remaining allowance, and will obtain your approval before proceeding. We may perform urgent work necessary to restore service or address an active security incident without prior approval, and will notify you promptly.

3.5 Rate changes. We may adjust our hourly rate on sixty (60) days’ written notice. Rates in an executed Statement of Work are fixed for that engagement.

4. Fees, Billing, and Payment

4.1 Advance billing. Recurring fees are billed in advance of each billing period — monthly or annually, as stated in your Order Form.

4.2 Automatic renewal. Your Plan renews automatically at the end of each billing period at the then-current rate, and your payment method will be charged automatically, until cancelled under Section 5. You are responsible for maintaining a valid payment method on file.

4.3 Accepted payment methods. We accept ACH transfer, check, and credit card. Card payments may be subject to a processing surcharge where permitted by law, disclosed before you are charged.

4.4 Purchase orders. We can accommodate purchase orders and vendor onboarding for organizational clients. Client-imposed terms appearing on a purchase order or vendor portal have no effect and do not modify this Agreement unless we expressly agree in a signed writing.

4.5 Taxes. Fees exclude applicable sales, use, and similar taxes, which are your responsibility except for taxes on our net income.

4.6 Late payment. Invoices are due upon receipt unless the Order Form states otherwise. Amounts unpaid after fifteen (15) days accrue interest at 1.5% per month or the maximum permitted by Maryland law, whichever is less. We may also recover reasonable costs of collection, including attorneys’ fees.

4.7 Suspension for non-payment. If payment is more than thirty (30) days past due, we may suspend Services after providing at least seven (7) days’ written notice and an opportunity to cure. During suspension your site may be taken offline. We will not delete your data during a suspension period, and will restore Services promptly on payment of all outstanding amounts, plus a reactivation fee of $150 if the site was taken offline. If an account remains unpaid sixty (60) days past due, we may terminate under Section 5.4 and, after providing the export described in Section 5.6, delete hosted data.

4.8 Price increases. We may increase recurring fees no more than once per twelve (12) month period, on at least sixty (60) days’ written notice before the increase takes effect. If you do not accept an increase, you may terminate effective on the date the increase would apply, without early termination charges. Prices are fixed for the duration of any prepaid annual term.

4.9 No refunds. Fees for recurring Services are non-refundable, including for partial periods. If we terminate for convenience under Section 5.5, we will refund prepaid fees for the unused portion of the term on a pro-rata basis.

4.10 Chargebacks. If you dispute a charge, contact us first. Initiating a chargeback without first attempting resolution with us is a material breach and permits immediate suspension.

4.11 Third-party costs. Domain registrations, premium plugin and theme licenses, third-party SaaS subscriptions, SSL certificates other than those we provide at no cost, and — on Website Care plans — your cloud infrastructure fees are your responsibility and are not included in Plan fees unless expressly stated.

5. Term and Termination

5.1 Initial term. The initial term is stated in your Order Form. Where none is stated, the initial term is one (1) month.

5.2 Client termination. After any initial term, you may cancel at any time with thirty (30) days’ written notice to [email protected]. Cancellation takes effect at the end of the billing period in which the notice period expires. You remain responsible for fees through that date.

5.3 Early termination during an initial term. If you terminate during a committed initial term for any reason other than our uncured material breach, an early termination fee equal to fifty percent (50%) of the fees remaining for the balance of that term becomes immediately due. This reflects the capacity we reserved and the onboarding work already performed, and is a reasonable estimate of our loss, not a penalty.

5.4 Termination for cause. Either party may terminate immediately if the other materially breaches this Agreement and fails to cure within fifteen (15) days of written notice — or immediately and without a cure period if the breach involves Section 7 (Acceptable Use), non-payment beyond sixty (60) days, or insolvency, assignment for the benefit of creditors, or bankruptcy.

5.5 Our termination for convenience. We may terminate any Plan on sixty (60) days’ written notice. We will refund prepaid unused fees and will cooperate reasonably with your transition to another provider.

5.6 Effect of termination. On termination we will, at no charge and within fifteen (15) business days of your request: (a) provide a complete export of your website files and database; (b) transfer or release any domains and accounts we hold on your behalf; and (c) provide credentials and reasonable documentation for the environment. We do not hold client property, data, or access hostage over a billing dispute. Requests made more than thirty (30) days after termination are billed at our hourly rate, subject to availability.

5.7 Data deletion. We will retain your hosted data for thirty (30) days after termination, then permanently delete it. Backups are purged per our retention schedule. Request your export before the thirty (30) day window closes.

5.8 Survival. Sections 3.2, 4 (as to amounts accrued), 5.6–5.8, 8, 9, 12, 13, 14, 15, 16, 17, 20, and 21 survive termination.

6. Client Responsibilities

You agree to:

6.1 Provide accurate contact and billing information and keep it current, including a technical contact and a billing contact we can reach.

6.2 Provide timely access to systems, accounts, credentials, and third-party services necessary for us to perform. Delays caused by inaccessible credentials or unresponsive personnel are not our responsibility, and we are excused from response-time commitments for the duration.

6.3 Respond to requests for approval, content, or information within a reasonable time. We may pause work on a request that remains blocked on you for more than fifteen (15) business days.

6.4 Maintain the confidentiality of credentials we issue and notify us promptly of any suspected compromise.

6.5 Own or hold valid license to all content, images, code, fonts, and materials you provide or publish.

6.6 Not modify server configuration, install or remove plugins or themes, alter core files, or grant administrative access to third parties without notifying us in advance. You remain free to do these things — it is your website. But work required to diagnose or repair problems arising from changes made outside our knowledge is billable at our hourly rate and is excluded from any included-recovery benefit under Section 11.5.

6.7 Comply with all laws applicable to your website, your content, your industry, and your data — including privacy, consumer protection, accessibility, healthcare, financial services, and advertising requirements.

6.8 Maintain your own independent backup of any content or data you cannot afford to lose. See Section 10.4.

7. Acceptable Use

7.1 You may not use the Services to host, transmit, or link to: unlawful content; malware, phishing, or exploit code; content infringing another party’s intellectual property; child sexual abuse material; content that harasses, defames, or threatens; unsolicited bulk email; cryptocurrency mining; or content violating applicable export controls or sanctions.

7.2 You may not use the Services in a manner that materially degrades performance for other clients, attempts to gain unauthorized access to any system, or circumvents resource limits.

7.3 Resource use. Hosted Plans are provisioned for typical WordPress workloads. If your site consistently consumes resources materially beyond what your Plan was provisioned for, we will notify you, work with you to optimize, and if that fails, propose an appropriate Plan or an upgraded environment. We will not surprise you with an overage bill for infrastructure.

7.4 Enforcement. We may remove violating content or suspend Services immediately where required by law, where content poses an active security or legal threat, or in response to a valid legal order. We will notify you as promptly as circumstances allow.

7.5 DMCA. We respond to valid notices under the Digital Millennium Copyright Act. Send notices to [email protected].

8. Intellectual Property

8.1 Your property. You own and retain all right, title, and interest in your content, your data, your trademarks, and — upon payment in full — all custom code, themes, templates, and configurations we develop specifically for you under this Agreement. We assign such deliverables to you upon payment in full.

8.2 Our property. We own and retain all right, title, and interest in our pre-existing materials, tools, scripts, frameworks, methodologies, internal documentation, monitoring configurations, and general know-how, including anything developed before or independently of this engagement. Nothing in this Agreement transfers those.

8.3 License to our materials. Where a deliverable incorporates our pre-existing materials, we grant you a perpetual, non-exclusive, non-transferable, royalty-free license to use them as part of that deliverable, for your own business purposes.

8.4 License to us. You grant us a limited, non-exclusive license to host, copy, modify, display, and transmit your content solely as necessary to provide the Services.

8.5 Open-source components. WordPress, plugins, themes, and other open-source components are licensed under their own terms, which govern your use of them. We do not own them and cannot grant you rights in them.

8.6 Portfolio rights. We may identify you as a client and display screenshots of your public website in our portfolio and marketing materials, unless you notify us in writing that you prefer we not.

9. Confidentiality

9.1 Each party will protect the other’s non-public business, technical, and financial information disclosed in connection with this Agreement using at least reasonable care, and will use it only to perform under this Agreement.

9.2 Confidentiality obligations do not apply to information that is or becomes public without breach, was rightfully known before disclosure, is independently developed, or is rightfully received from a third party.

9.3 Either party may disclose Confidential Information as required by law or valid legal process, after giving the other party prompt notice where legally permitted.

9.4 These obligations continue for three (3) years after termination, and indefinitely as to information constituting a trade secret.

10. Backups and Data

10.1 What we do. We perform automated backups at the frequency stated in your Plan, store them offsite (Amazon S3 or equivalent), retain them for the period stated in your Plan, and periodically test restores.

10.2 Restores. Restore requests are performed within your Included Hours where the backup exists and is intact. Restores from a specific point in time are subject to your Plan’s retention window and backup frequency.

10.3 No guarantee. Backup systems can fail. Data can become corrupted before it is captured. A backup taken after a compromise may contain the compromise. We do not warrant that any backup will be complete, uncorrupted, or restorable, and we are not liable for data loss beyond the limits in Section 15.

10.4 Your independent copy. You are responsible for maintaining your own independent backup of any data you cannot afford to lose. This is the single most important protection either of us can put in place, and it is yours to make. We will help you configure it if you ask.

10.5 Backup access. You may request a copy of your most recent backup at any time, at no charge, once per calendar month.

11. Security and Availability

11.1 What we do. We apply security updates on the schedule stated in your Plan, maintain firewall and malware scanning where your Plan includes it, manage SSL certificates, follow least-privilege access practices, and monitor availability.

11.2 No guarantee of security. No provider can guarantee that a website will not be compromised. Vulnerabilities are discovered in WordPress core, plugins, themes, server software, and third-party services continuously, and some are exploited before a patch exists. We commit to diligent, timely, professional practice — not to a result that no one in this industry can deliver.

11.3 Incident response. On becoming aware of a security incident affecting your site, we will notify you without undue delay and no later than seventy-two (72) hours, contain it, and work to restore service. Where your Plan includes Emergency Recovery, that work is not billed. Otherwise it is billed at our hourly rate against your Included Hours and then as overage.

11.4 Uptime and Service Credits. Where your Order Form includes a written uptime commitment, the following applies. We measure availability monthly, excluding scheduled maintenance (announced at least forty-eight (48) hours in advance), emergency security maintenance, and any period excluded under Section 11.6. If monthly uptime falls below the committed percentage, you may request a service credit within thirty (30) days of the end of that month:

Monthly Uptime	Service Credit
99.0% – below committed level	10% of that month’s fee
95.0% – 98.99%	25% of that month’s fee
Below 95.0%	50% of that month’s fee

Credits are applied to a future invoice, are capped at 100% of one month’s fee in any twelve (12) month period, and are your sole and exclusive remedy for failure to meet an uptime commitment. Plans without an express written uptime commitment in the Order Form carry no uptime guarantee and no credits.

11.5 Emergency Recovery. Where your Plan includes Emergency Recovery at no additional charge, that benefit covers restoring your site following a security compromise, an outage, a failed update, or infrastructure failure. It does not cover: rebuilding content or functionality for which no backup exists; damage caused by changes made by you or your third parties without notice to us under Section 6.6; recovery of data that predates our engagement; failures of third-party services outside our control; or work that constitutes new development rather than restoration.

11.6 Exclusions. We are not responsible for downtime or degradation caused by: your acts or omissions or those of your other vendors; content, plugins, themes, or code you or a third party installed; third-party service outages including DNS registrars, payment processors, email providers, and CDN or cloud provider failures; denial-of-service or other attacks exceeding commercially reasonable mitigation; your failure to approve a necessary update or upgrade; or events under Section 18.

11.7 Website Care plans. On plans where you own the infrastructure, our commitments are limited by what your environment and your cloud provider make possible. We will tell you in writing if your environment cannot support a commitment before you buy it.

12. Specialized Services — Accessibility, SEO, and Performance

This section applies to accessibility audits and remediation, SEO and AI search visibility work, and performance optimization, whether purchased separately or as a Plan add-on.

12.1 Accessibility — no guarantee of legal compliance. We perform accessibility audits and remediation against the Web Content Accessibility Guidelines (WCAG) version and conformance level stated in your Statement of Work, and report findings in good faith using recognized manual and automated methods.

You acknowledge and agree that:

(a) WCAG conformance is a technical standard, not a legal safe harbor. Neither Section 508, the Americans with Disabilities Act, nor state accessibility laws provide immunity from claims based on WCAG conformance.

(b) We do not warrant that your website is or will be legally compliant with the ADA, Section 508, the Rehabilitation Act, state accessibility statutes, or any other law, and we do not warrant that you will not receive a demand letter or be sued. Accessibility litigation is filed against conforming websites.

(c) Accessibility findings reflect the site as it existed at the time of assessment. Conformance degrades as content, plugins, and third-party embeds change.

(d) Some criteria involve subjective judgment on which qualified experts disagree.

(e) Third-party embedded content — payment widgets, maps, chat tools, video players, advertising, social feeds — is outside our control, and we can report on it but cannot remediate it.

(f) Content you or your team publishes after remediation (images without alt text, inaccessible PDFs, unstructured headings) can reintroduce barriers. Ongoing conformance requires ongoing practice.

(g) Nothing we provide is legal advice. Consult counsel regarding your legal obligations. We are happy to work alongside your attorney.

12.2 SEO and AI search visibility — no guarantee of results. Search engines and AI systems (including Google, Bing, ChatGPT, Perplexity, Claude, and Copilot) control their own ranking, indexing, retrieval, and citation behavior, change it without notice, and disclose little about how it works.

We do not guarantee any ranking position, traffic volume, impression count, conversion rate, inclusion in any index or AI training corpus, citation by any AI system, or any specific commercial outcome. We apply current recognized best practices and measure what can be measured. Any projection or estimate we provide is an informed opinion, not a commitment. We do not use techniques that violate search engine guidelines, and we are not responsible for penalties resulting from work performed by others.

12.3 Performance optimization. Improvements are measured against a documented baseline on defined pages using defined tooling. Real-world performance varies with visitor device, network, geography, third-party scripts, and traffic. We do not guarantee a specific score, load time, or Core Web Vitals result. Some improvements require removing or replacing third-party tools; where you decline, achievable results are limited accordingly.

12.4 Client content dependency. Results across all Specialized Services depend on the quality, accuracy, and maintenance of your content and on your implementation of our recommendations. Where you decline or defer a recommendation, we are not responsible for the outcome.

13. Third-Party Services and Software

13.1 The Services depend on third parties including Amazon Web Services, domain registrars, certificate authorities, plugin and theme developers, payment processors, and DNS providers. We select reputable vendors but do not control them and are not responsible for their acts, omissions, outages, price changes, security failures, or discontinuation of a product.

13.2 Third-party products are provided subject to their own terms and licenses, which you are responsible for reviewing and complying with.

13.3 Where a plugin, theme, or service you rely on is abandoned, becomes insecure, or is discontinued, we will notify you and recommend alternatives. Migration to an alternative is billable work unless covered by your Included Hours.

13.4 Any warranty or support for third-party products comes from that third party, not from us.

14. Warranties and Disclaimers

14.1 Our warranty. We warrant that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Your exclusive remedy for breach of this warranty is re-performance of the deficient Services, or, if we cannot reasonably re-perform, a refund of amounts paid for the deficient Services.

14.2 Mutual warranties. Each party warrants that it has the authority to enter this Agreement and that doing so does not violate any other agreement binding on it.

14.3 Disclaimer. Except as expressly stated in Section 14.1, the Services are provided “as is” and “as available.” To the maximum extent permitted by law, Bit Spring disclaims all other warranties, express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade.

14.4 We do not warrant that the Services will be uninterrupted, error-free, or secure; that defects will be corrected; that any website will be free of vulnerabilities; or that the Services will produce any particular business result.

15. Limitation of Liability

15.1 Exclusion of indirect damages. To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost business, lost goodwill, lost or corrupted data, or cost of substitute services, even if advised of the possibility and even if a remedy fails of its essential purpose.

15.2 Liability cap. To the maximum extent permitted by law, Bit Spring’s total aggregate liability arising out of or relating to this Agreement or the Services, whether in contract, tort (including negligence), strict liability, or otherwise, will not exceed the total fees actually paid by Client to Bit Spring in the three (3) months immediately preceding the event giving rise to the claim.

15.3 Exceptions. The limitations in 15.1 and 15.2 do not apply to: (a) your obligation to pay fees; (b) either party’s indemnification obligations under Section 16; (c) breach of Section 9 (Confidentiality); (d) a party’s gross negligence, willful misconduct, or fraud; or (e) any liability that cannot be limited under Maryland law.

15.4 Allocation of risk. You acknowledge that the fees reflect this allocation of risk, that we would not provide the Services at these prices without it, and that this Section is a material inducement to our entry into this Agreement.

15.5 Time limit. Any claim arising out of this Agreement must be brought within one (1) year after the claim accrues, or it is permanently barred, except where a longer period is required by law.

16. Indemnification

16.1 By Client. You will defend, indemnify, and hold harmless Bit Spring, its members, employees, and contractors from any third-party claim, demand, suit, loss, liability, damage, cost, or expense (including reasonable attorneys’ fees) arising out of or relating to: (a) your content, products, or services; (b) your violation of law, including privacy, consumer protection, and accessibility laws; (c) your infringement or misappropriation of a third party’s intellectual property; (d) your breach of Section 7; (e) unauthorized access resulting from your failure to safeguard credentials; or (f) changes made to your website or environment by you or your third parties.

16.2 By Bit Spring. We will defend, indemnify, and hold harmless Client from any third-party claim that our deliverables, as delivered by us and used as intended, infringe a U.S. copyright, trademark, or trade secret — excluding claims arising from your content, third-party or open-source components, modifications made by anyone other than us, or use in combination with materials we did not supply. Our obligation under this Section is subject to the cap in Section 15.2.

16.3 Procedure. The indemnified party must promptly notify the indemnifying party in writing, give it sole control of the defense and settlement (provided no settlement imposing liability or admitting fault on the indemnified party is made without consent), and provide reasonable cooperation at the indemnifying party’s expense.

17. Data Protection and Privacy

17.1 Each party will comply with the privacy and data protection laws applicable to it.

17.2 You are the controller of personal data processed through your website; we act as a processor or service provider, handling such data only to provide the Services and on your documented instructions.

17.3 We implement commercially reasonable technical and organizational safeguards appropriate to the Services.

17.4 If you are subject to GDPR, CCPA/CPRA, HIPAA, GLBA, PCI-DSS, FERPA, or a similar regime that requires a data processing agreement, business associate agreement, or specific safeguards, you must tell us before we begin. We will execute a reasonable supplementary agreement or, if we cannot meet the requirements, decline the engagement. We do not represent that our standard Services meet HIPAA or PCI-DSS requirements absent a separate written agreement.

17.5 We will notify you without undue delay, and no later than seventy-two (72) hours, of any confirmed breach of security affecting your personal data in our possession, and cooperate reasonably in your response and notification obligations.

17.6 Our handling of your business contact information is described in our Privacy Policy.

18. Force Majeure

Neither party is liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disaster, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, labor action, governmental action, failure of the public internet, widespread cloud or utility outage, or large-scale cyberattack. The affected party will notify the other promptly and use reasonable efforts to resume. If a force majeure event continues more than thirty (30) days, either party may terminate the affected Services without penalty.

19. Communications

19.1 You consent to receive Service-related communications by email, including notices of maintenance, incidents, price changes, and this Agreement’s modification.

19.2 Notices. Formal notices must be in writing and sent to [email protected] (to us) or to the billing and technical contacts on your account (to you), and are effective on delivery, or one (1) business day after sending if sent by email with confirmation of transmission.

20. Dispute Resolution

20.1 Informal resolution first. Before initiating arbitration, the parties will attempt in good faith to resolve any dispute through direct discussion for at least thirty (30) days after written notice describing the dispute and the relief sought.

20.2 Binding arbitration. Any dispute arising out of or relating to this Agreement or the Services that is not resolved under 20.1 will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Cecil County, Maryland. The Federal Arbitration Act governs the interpretation and enforcement of this Section. Judgment on the award may be entered in any court of competent jurisdiction.

20.3 Costs. Each party bears its own attorneys’ fees and half the arbitrator’s fees and administrative costs, except that the arbitrator may award fees and costs to the prevailing party where authorized by law or where a claim or defense was frivolous.

20.4 Class action waiver. The parties waive any right to bring or participate in a class, collective, consolidated, or representative action. The arbitrator may not consolidate claims or preside over any form of representative proceeding. If this waiver is held unenforceable as to a particular claim, that claim proceeds in court and the remainder stays in arbitration.

20.5 Jury waiver. To the extent any dispute proceeds in court, each party waives any right to a trial by jury.

20.6 Exceptions. Either party may bring an action in small claims court for a qualifying claim, and either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to protect intellectual property or Confidential Information, without waiving this Section.

20.7 Public-sector clients. Some governmental and institutional clients are prohibited by law or policy from agreeing to binding arbitration or jury waivers. Where you certify that this applies, we will negotiate a substitute dispute-resolution provision in the Order Form.

20.8 Governing law and venue. This Agreement is governed by the laws of the State of Maryland, without regard to its conflict-of-laws principles. For any matter properly brought in court under Section 20.6 or 20.7, the parties consent to exclusive jurisdiction and venue in the state and federal courts serving Cecil County, Maryland. The UN Convention on Contracts for the International Sale of Goods does not apply.

21. General

21.1 Independent contractor. Bit Spring is an independent contractor. Nothing creates a partnership, joint venture, employment, or agency relationship.

21.2 Assignment. Neither party may assign this Agreement without the other’s prior written consent, not to be unreasonably withheld — except that either party may assign it in full to a successor in connection with a merger, acquisition, or sale of substantially all assets, on written notice.

21.3 Modification. We may modify these Terms on thirty (30) days’ written notice. Continued use of the Services after the effective date constitutes acceptance. If a modification materially and adversely affects you, you may terminate without penalty before it takes effect. Terms in a signed Order Form cannot be modified unilaterally.

21.4 No waiver. Failure to enforce any provision is not a waiver of it or of any other provision.

21.5 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed, and the remainder of the Agreement stays in effect.

21.6 Entire agreement. This Agreement, together with any Order Form, Statement of Work, and documents expressly incorporated by reference, is the entire agreement between the parties on its subject matter and supersedes all prior proposals, discussions, and understandings. Neither party relies on any representation not expressly stated here.

21.7 Headings and summary. Headings and the Plain-English Summary are for convenience only and do not affect interpretation.

21.8 No construction against drafter. This Agreement will not be construed against either party as the drafter.

21.9 Counterparts and signatures. An Order Form may be executed in counterparts and by electronic signature, each of which is an original.

Bit Spring, LLC
[email protected]  ·  bit-spring.com