Terms of Service

By using the Site or engaging us for Services, you represent that (1) you are at least 18 years of age, (2) if you are using the Site or purchasing Services on behalf of an organization, you have authority to bind that organization to these Terms, and (3) you will comply with all applicable laws and regulations. If you do not agree, you must not use the Site or engage our Services.

BitWerks provides custom professional services that may include, without limitation, web development, software development, strategy and consulting, and white-label or partnership-style engagements, as described on the Site and in Project Agreements. Unless a Project Agreement says otherwise, we are an independent provider of professional services—not your employee, agent, joint venturer, or telecommunications carrier. The Site is primarily informational; the scope, deliverables, schedule, and fees for any paid work are defined in your Project Agreement or written order.

If there is a conflict between these Terms and a signed or mutually accepted Project Agreement, the Project Agreement controls for that engagement, except that Sections 9 (Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), and 12 (Dispute Resolution) of these Terms will still apply unless the Project Agreement expressly and specifically states otherwise in writing.

If we provide you with credentials or access to a project workspace, repository, staging environment, or similar system, you are responsible for safeguarding your login information and for all activity under your account. You agree to notify us promptly of any unauthorized access. BitWerks is not liable for loss or damage arising from your failure to protect your credentials, except where applicable law does not permit that limitation.

5.1. Fees

You agree to pay the fees, deposits, and expenses set out in your Project Agreement, invoice, or other written pricing terms. Unless we agree otherwise in writing, invoices are due on the due date stated on the invoice. We may use third-party payment or invoicing platforms to collect fees; their terms and privacy practices also apply when you use them to pay us.

5.2. Taxes

Fees are exclusive of applicable taxes unless stated otherwise. You are responsible for any sales, use, VAT, GST, or similar taxes imposed on our Services, other than taxes based on our net income.

5.3. Late payment and suspension

If payment is late, we may suspend or pause Services, withhold deliverables, or charge late fees or interest where permitted by law and stated in your Project Agreement or invoice.

5.4. Refunds

Unless a Project Agreement or applicable law expressly provides otherwise, fees for work that has already been performed, deposits applied to commenced work, and amounts paid through third-party processors are generally non-refundable. If you believe a billing error occurred, contact us promptly at the email below so we can review in good faith.

5.5. Chargebacks

You agree not to initiate a chargeback or payment dispute with your financial institution for charges you authorized without first contacting us to attempt to resolve the issue. A chargeback or dispute initiated in bad faith or in violation of these Terms may be a material breach. We may dispute the chargeback, suspend Services, and pursue collection of amounts owed plus reasonable fees and costs where permitted by law.

By providing your email address, phone number, or other contact details, you consent to us contacting you about your inquiries, projects, account or security notices, and (where you have opted in) marketing messages in accordance with our Privacy Policy and applicable law. You may opt out of marketing emails using the unsubscribe link in those emails where available.

If you send commercial messages to your own customers using work product we helped create, you—not BitWerks—are responsible for obtaining legally required consents and for compliance with laws such as the TCPA, CAN-SPAM, and similar regulations.

7.1. BitWerks materials

BitWerks retains all right, title, and interest in and to the Site, our templates, tools, libraries, processes, know-how, and pre-existing intellectual property (“BitWerks IP”). These Terms do not grant you any license to our trademarks or trade dress except the limited right to display our name or logo as reasonably necessary to identify us as the provider of Services you received.

7.2. Deliverables and client content

Ownership and license rights in custom deliverables created for your project are as stated in your Project Agreement. If no Project Agreement specifies ownership, upon full payment of applicable fees for a deliverable, BitWerks grants you a non-exclusive license to use that deliverable for your internal business purposes, excluding BitWerks IP incorporated therein (which remains subject to a limited license for use together with the deliverable).

You retain ownership of materials you provide (“Client Content”). You grant BitWerks a worldwide, royalty-free license to host, copy, modify, and use Client Content solely as needed to perform the Services and as otherwise agreed in writing.

You agree not to misuse the Site or Services, including by attempting to gain unauthorized access to our or others' systems, introducing malware, scraping the Site in violation of our robots rules or applicable law, or using the Site to transmit unlawful, harassing, or deceptive content. We may suspend or terminate access for violations.

The site and any pre-contractual information are provided “as is” and “as available.” To the fullest extent permitted by law, BitWerks disclaims all warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the site will be uninterrupted or error-free.

Professional services are provided with commercially reasonable skill and care. Third-party platforms, hosting providers, APIs, and open-source components may be used in deliverables; we do not control those third parties and are not responsible for their availability, security, or policies.

To the maximum extent permitted by law, BitWerks' total aggregate liability arising out of or relating to these terms, the site, or the services (whether in contract, tort, negligence, strict liability, or otherwise) shall not exceed the greater of (a) the fees you paid to BitWerks for the specific services giving rise to the claim during the three (3) months before the event giving rise to the claim, or (b) one hundred U.S. dollars (US $100) if no such fees were paid during that period.

BitWerks will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenues, goodwill, or data, even if advised of the possibility of such damages. Some jurisdictions do not allow certain limitations; in those jurisdictions, our liability is limited to the fullest extent permitted by law.

To the fullest extent permitted by law, you will indemnify, defend, and hold harmless BitWerks and our owners, contractors, and personnel from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your Client Content or instructions; (b) your violation of these Terms or applicable law; (c) your use of deliverables in combination with unauthorized or unlawful materials; or (d) disputes between you and your customers, users, or vendors.

12.1. Informal resolution

Before initiating arbitration, you agree to contact us at bitwerksco@gmail.com and attempt to resolve the dispute informally for at least thirty (30) days.

12.2. Binding arbitration

Except for claims that qualify for small-claims court in the state or county of BitWerks' principal place of business in Colorado (or another mutually agreed venue for small claims), any dispute arising out of or relating to these Terms, the Site, or the Services shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this Section.

12.3. Class action waiver

You and BitWerks agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. Unless both you and BitWerks agree otherwise, the arbitrator may not consolidate more than one person's claims and may not preside over any form of class or representative proceeding.

12.4. Opt-out

You may opt out of this arbitration agreement by sending written notice to bitwerksco@gmail.com within thirty (30) days of first accepting these Terms, including your name and a clear statement that you opt out of arbitration. If you opt out, or if this arbitration agreement is held unenforceable, the exclusive jurisdiction and venue for disputes will be the state and federal courts located in Colorado, and you consent to personal jurisdiction there.

We may suspend or terminate your access to the Site or pause Services if you materially breach these Terms, fail to pay amounts due, or create legal or security risk. You may stop using the Site at any time. Provisions that by their nature should survive (including intellectual property, disclaimers, limitation of liability, indemnity, and dispute resolution) will survive termination.

• Governing law: These Terms are governed by the laws of the State of Colorado, without regard to conflict-of-law principles.
• Changes: We may update these Terms by posting a revised version on this page and updating the “Last updated” date. Material changes may include additional notice where appropriate. Continued use of the Site after changes take effect constitutes acceptance of the updated Terms.
• Assignment: You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Severability: If any provision is held invalid or unenforceable, the remaining provisions remain in effect.
• Entire agreement: These Terms, together with the Privacy Policy and any Project Agreement, constitute the entire agreement between you and BitWerks regarding the Site and baseline Services terms, and supersede prior oral or written understandings on that subject.

Questions about these Terms? Contact BitWerks at bitwerksco@gmail.com.