Terms & Conditions

These Terms & Conditions (“Terms”) are a binding agreement between you (“you,” “your,” or the “Client”) and Berkeley Blvd., LLC (“Berkeley Blvd.,” “we,” “us,” or “our”). They govern your access to and use of https://berkeleyblvd.com (the “Site”) and any services, projects, subscriptions, or deliverables you order or receive from us (collectively, the “Services”). By accessing the Site, submitting a request, or purchasing the Services, you confirm that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other entity, you represent that you have authority to bind that entity. If you do not agree, do not use the Site or the Services.

1. Definitions

• “SOW” means a proposal, statement of work, order form, or similar document signed or approved by both parties describing a specific engagement, its scope, fees, and timeline.
• “Deliverables” means the final work product we create specifically for you under an engagement, including software, code, designs, dashboards, reports, and written materials.
• “Your Content” means any data, materials, text, images, logos, trademarks, credentials, or other content you provide to us or direct us to use.
• “Pre-Existing IP” means anything described in Section 12(b).

2. Agreements and order of precedence

Many engagements are also governed by a signed SOW. If a signed SOW conflicts with these Terms, the SOW controls for that engagement only and only to the extent of the conflict; otherwise these Terms apply in full. These Terms, together with any applicable SOW and our Privacy Policy, form the entire agreement between you and us regarding the Services and supersede all prior or contemporaneous proposals, discussions, and understandings, whether written or oral.

3. Eligibility and accounts

You must be at least 18 years old and capable of forming a binding contract to use the Services. If we provide you access to a portal or account, you are responsible for the accuracy of the information you provide, for keeping your credentials confidential, and for all activity that occurs under your account. Notify us promptly of any unauthorized use.

4. Use of the Site

You may use the Site for lawful purposes only. The Site’s content, design, layout, copy, and branding are owned by Berkeley Blvd. or our licensors and are protected by intellectual property laws. You may not copy, reproduce, republish, frame, scrape, or reuse them without our prior written permission. This Section 4 governs the Site itself; ownership of Deliverables we create for you is governed by Section 12.

5. Acceptable use and restrictions

You agree that you will not, and will not permit anyone to:

• Use the Site or Services in violation of any applicable law or regulation;
• Infringe or misappropriate the intellectual property, privacy, or other rights of any third party;
• Upload or transmit malware, or attempt to gain unauthorized access to, probe, scan, or disrupt the Site, our systems, or our other clients’ systems;
• Reverse engineer or attempt to derive the source of our Pre-Existing IP except to the extent that restriction is prohibited by law;
• Resell, sublicense, or misrepresent the Services as your own offering to third parties without our written consent;
• Use the Services to send unlawful, deceptive, harassing, or harmful communications.

6. Our Services and engagement types

Berkeley Blvd. provides custom software and web development, business dashboards, and marketing optimization. We offer:

• Fixed-scope projects. A defined deliverable for a fixed or milestone-based fee, as set out in a SOW.
• Subscriptions. Ongoing work billed on a recurring (e.g., monthly) basis through our billing portal. A subscription reserves a set amount of our team’s capacity each cycle and is not a guarantee of a specific quantity of output. Requests are generally handled one at a time per active slot and queued in the order received.

7. Scope, requests, and revisions

The scope of each engagement is defined by its SOW or by the request you submit. Work that falls outside the agreed scope, materially changes after work has begun, or requires capabilities not contemplated in the SOW may require a new or amended SOW and additional fees. We will use reasonable efforts to accommodate revisions within the agreed scope. Either party may propose a change in scope; changes are effective only when both parties agree in writing (email is sufficient).

8. Turnaround, deadlines, and availability

Any timelines we provide are good-faith estimates, not guarantees, and depend on the complexity of the work, the number and timing of revisions, third-party dependencies, and your timely provision of materials, access, and feedback. If you require a guaranteed delivery date, it must be agreed in writing and may be subject to a rush fee. We observe standard U.S. business days and holidays; work is generally not performed on weekends or public holidays unless agreed.

9. Fees, billing, and payment

Payments are processed by Stripe, Inc. through our secure client billing portal. Your full card and bank details are transmitted directly to Stripe and never pass through or get stored on our servers. By providing a payment method, you authorize us, acting through Stripe, to charge the applicable fees, plus any applicable taxes, to that method on the schedule described below or in your SOW.

• Subscriptions and auto-renewal. Subscription fees are charged in advance on your start date and then automatically on each renewal date (e.g., monthly) using your payment method on file, and your subscription renews automatically for successive terms until cancelled under Section 10. By subscribing, you authorize these recurring charges.
• Projects. Project fees are charged as set out in the SOW, which may include a non-refundable deposit to begin and the balance on milestones or before final delivery.
• Taxes. Fees are exclusive of taxes. You are responsible for all sales, use, VAT, and similar taxes, except taxes on our net income.
• Failed or late payments. If a charge fails or an invoice is past due, we may retry the charge, pause work, withhold or suspend access to Deliverables, and/or charge interest or reasonable collection costs to the extent permitted by law. You remain responsible for all amounts due.
• Chargebacks. If you initiate a chargeback or dispute for a legitimate charge, we may suspend the Services and pursue the disputed amount plus any associated fees.
• Price changes. We may change subscription pricing on prospective notice; changes take effect on your next renewal after notice is given.
• Self-service. You can update your payment method, view invoices, and cancel through the billing portal.

10. Cancellation

You may cancel a subscription at any time through the billing portal or by emailing us. To avoid the next charge, you must cancel before your renewal date. Cancellation takes effect at the end of the current billing period, and you retain access to the Services through the end of that period. Cancelling on or after a renewal date does not reverse or refund that cycle’s charge, and the subscription continues through that paid period. We do not provide prorated refunds for partial periods, for time during which you did not submit requests, or for available capacity you did not use.

11. Refunds

Except where required by law or expressly stated in your SOW, fees for work already performed or in progress, deposits, and one-time or fixed-scope fees are non-refundable once work has begun. If, in our discretion or as required, we issue a refund for a given period, then all rights, title, and ownership in the Deliverables created and paid for in that period revert to Berkeley Blvd., and you must cease using them, unless and until paid for in full.

12. Intellectual property: you own what we create for you

(a) Assignment of Deliverables. Upon our receipt of full payment for an engagement, the Deliverables we create specifically for you under that engagement become your property, and we hereby assign to you all right, title, and interest (including copyright) that we hold in and to those Deliverables, excluding the Pre-Existing IP and third-party materials described in (b) and (c). We will, at your reasonable request and expense, sign any documents reasonably necessary to confirm or perfect that transfer. Until full payment is received, we retain all rights in the work, and you may not use it in production or for any commercial purpose.

(b) Our Pre-Existing IP. The following remain our exclusive property and are not assigned to you: anything we created before, or independently of, your engagement; and our internal tools, frameworks, libraries, templates, components, methodologies, processes, and general skills, know-how, and experience. To the extent any of our Pre-Existing IP is incorporated into or reasonably necessary to use a Deliverable, we grant you (upon full payment) a perpetual, worldwide, non-exclusive, royalty-free, irrevocable license to use, modify, host, and transfer it solely as part of and in connection with that Deliverable. This lets us reuse our own tools and expertise across clients while ensuring you can freely use, modify, and transfer everything we build for you.

(c) Third-party and open-source materials. Deliverables may incorporate software, content, fonts, libraries, APIs, and other materials owned by third parties or licensed under open-source or commercial licenses. We do not own this third-party IP and cannot and do not assign or grant ownership of it to you. Instead, it is and remains owned by the applicable third party and is provided to you subject to, and your use of it is governed by, that third party’s own license terms. We will use commercially reasonable efforts to use third-party materials whose licenses permit your intended use and to identify any that require a separate or paid license, but you are responsible for reviewing and complying with those third-party license terms and for obtaining and maintaining any third-party accounts, subscriptions, or paid licenses your Deliverables require.

(d) Feedback. If you give us feedback or suggestions about our Services, we may use them without restriction or obligation to you.

13. Your Content

You retain all ownership of Your Content. You grant us a limited, non-exclusive license to host, copy, modify, display, and process Your Content solely as needed to provide the Services. You are solely responsible for Your Content, and you represent and warrant that you own or have all rights necessary to provide it, that our use of it as you direct will not infringe any third party’s rights or violate any law, and that it is accurate and lawful. You are responsible for maintaining your own backups of Your Content and of Deliverables.

14. Portfolio and publicity

Unless your SOW states otherwise, you grant us a non-exclusive, worldwide, royalty-free license to reference and display non-confidential Deliverables and to use your name and logo to identify you as a client in our portfolio, case studies, website, and marketing materials. You may withdraw this permission, or ask us to treat an engagement as confidential, at any time by emailing us, and we will stop further such use within a reasonable period.

15. Confidentiality

Each party may receive non-public information of the other (“Confidential Information”). The receiving party will use Confidential Information only to perform or receive the Services, will protect it with at least reasonable care, and will not disclose it except to its personnel or contractors who need it and are bound by similar obligations. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known without a duty of confidentiality, or is independently developed, and do not prevent disclosures required by law (with notice where lawful). Each party will return or destroy the other’s Confidential Information on request after the engagement ends.

16. Third-party services

The Services may rely on or integrate third-party products and platforms (for example, hosting, Stripe, analytics, and open-source software). Your use of those third-party services may be subject to their own terms and pricing, and we are not responsible for their acts, omissions, or availability. You are responsible for obtaining and maintaining any third-party accounts and licenses your Deliverables require.

17. Client responsibilities

You agree to cooperate in good faith, including by providing accurate information, the materials and system access we need, and timely responses, reviews, and approvals. Delays in your cooperation may extend timelines and, where they cause us to hold capacity or redo work, may result in additional fees. You are responsible for your own business, legal, regulatory, tax, and compliance decisions relating to your use of the Deliverables.

18. Right to decline or end work

We may decline, pause, or discontinue work, or refuse to work on content or in industries that we reasonably believe are unlawful, infringing, harmful, deceptive, or inconsistent with our brand and values. Where practical, we will give you notice and, for prepaid amounts attributable to work not yet performed, a pro-rata refund, as our sole liability for such a decision.

19. Warranties and disclaimer

We warrant that we will perform the Services in a professional and workmanlike manner. EXCEPT FOR THAT EXPRESS WARRANTY, THE SITE, THE SERVICES, AND ALL DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. We do not warrant that the Site, Services, or any Deliverable will be uninterrupted, error-free, or secure, and nothing we provide is a guarantee of any specific business, financial, ranking, traffic, or revenue outcome.

20. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, BERKELEY BLVD., LLC WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY. OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SITE OR THE SERVICES WILL NOT EXCEED THE AMOUNTS YOU PAID TO US IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

21. Indemnification

You agree to defend, indemnify, and hold harmless Berkeley Blvd. and its owners, employees, and contractors from and against any claims, damages, liabilities, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to Your Content, your use of the Deliverables, your violation of these Terms or any law, or your infringement of any third party’s rights.

22. Not professional advice

Our Site, Deliverables, and communications are provided for general business and informational purposes and do not constitute legal, financial, tax, accounting, or other professional advice. You should consult your own qualified advisors before relying on them, and you are responsible for your own decisions.

23. Term and termination

These Terms apply while you use the Site or the Services. Either party may terminate an engagement as set out in the applicable SOW, or for the other party’s material breach that remains uncured 15 days after written notice. We may suspend or terminate your access immediately for non-payment or for a breach of Sections 4, 5, or 13. On termination, you must pay for all Services performed through the termination date, and Sections 11–15 and 19–26 survive.

24. Governing law and disputes

These Terms are governed by the laws of the State of Wisconsin, without regard to its conflict-of-laws rules. The parties will first attempt to resolve any dispute informally by contacting each other. Any dispute that cannot be resolved informally will be subject to the exclusive jurisdiction of the state and federal courts located in the State of Wisconsin, and each party consents to venue and personal jurisdiction there. Each party waives any right to a jury trial and agrees that any claim must be brought within one (1) year after it arises.

25. Force majeure

Neither party is liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, outages, denial-of-service attacks, failures of third-party providers, labor disputes, or governmental action.

26. General

• Changes to these Terms. We may revise these Terms from time to time; the “last updated” date reflects the current version, and material changes may be communicated by posting or email. Your continued use after changes take effect constitutes acceptance.
• Assignment. We may assign, transfer, or subcontract our rights and obligations, including to an affiliate or in connection with a merger or sale of assets; you may not assign yours without our prior written consent, and any unauthorized assignment is void.
• Independent contractor. We are an independent contractor; nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.
• Notices. Notices to us should be sent to nick@berkeleyblvd.com; we may send notices to the email associated with your account.
• Severability and waiver. If any provision is held unenforceable, the rest remains in effect, and the unenforceable provision will be modified to the minimum extent necessary. Our failure to enforce a provision is not a waiver.
• Survival. Provisions that by their nature should survive termination will survive.

27. Contact

Questions about these Terms? Reach us at nick@berkeleyblvd.com.