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 13 (Disclaimers), 14 (Limitation of Liability), 15 (Indemnification), and 16 (Dispute Resolution) of these Terms will still apply unless the Project Agreement expressly and specifically states otherwise in writing.

What you own after full payment. Upon full payment of the fees applicable to your project, you own the final website or application design, content, and business data that were created specifically for your project as deliverables under your Project Agreement (for example, page copy, imagery you supplied or commissioned for the project, and structured content we produced for you).

What we keep. BitWerks retains ownership of reusable code, frameworks, internal templates, tooling, and systems we use across clients (“BitWerks IP”). Your Project Agreement (or, if it is silent, these Terms) governs the license you receive to use deliverables that incorporate BitWerks IP together with your project materials.

Your data and your users' data. You retain full ownership of data submitted through properties we build or operate for you—including form submissions, blog or CMS content you control, and other user-generated content—subject to applicable law and your own policies with your end users.

You grant BitWerks a worldwide, royalty-free license to host, copy, modify, and use materials you provide (“Client Content”) solely as needed to perform the Services and as otherwise agreed in writing. These Terms do not grant you any license to our trademarks except the limited right to identify us as the provider of Services you received.

If a Project Agreement is silent on a specific deliverable, the paragraphs above still apply after full payment: you receive ownership of the client-specific design, content, and data described above, and a license to use BitWerks IP only as embedded in that deliverable for your ordinary operation of the property.

A website or application we deliver may rely on third-party infrastructure and tooling, including without limitation hosting, database services, authentication, email delivery, analytics, and payment gateways. Unless your Project Agreement says otherwise, those services are generally provisioned and managed by BitWerks on your behalf as part of the engagement.

BitWerks will use commercially reasonable efforts to operate and administer those services so your property remains functional, consistent with the scope of your Project Agreement and any separate support arrangement.

Included infrastructure usage (for example, database, file storage, bandwidth, or transactional email volume bundled with a fixed-fee project or hosting arrangement) is intended for standard small-business traffic and storage needs, subject to fair use.

If usage on third-party services is likely to exceed included limits, we will notify you before any required upgrade, plan change, or pass-through cost is incurred, so far as reasonably practicable. Additional infrastructure costs will be invoiced to you or will require your written approval before we implement a change that increases your recurring spend, as specified in your Project Agreement or in a written change order.

During the term of our engagement, BitWerks may maintain administrative access to infrastructure and tools used to operate your project (for example, hosting dashboards, database consoles, or deployment pipelines) so we can deliver Services, monitor health, and respond to incidents.

If we provide you with credentials or access to a 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. Client-facing administrative access may be provided upon request or at project completion, depending on the deployment structure and accounts described in your Project Agreement.

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.

8.1. 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.

8.2. 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.

8.3. 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.

8.4. 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.

8.5. 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.

You remain the owner of data associated with your website or application, as described in Section 4. Upon your written request, or when Services wind down as described in Section 17, BitWerks will provide a complete export of Client data in a commonly accepted format where technically feasible (for example, CSV for tabular records, or a database dump where applicable).

Hands-on migration assistance to another provider, extended transition work, or re-platforming beyond a reasonable export may be offered at an additional fee, quoted in advance where practicable.

Unless a Project Agreement expressly includes ongoing work, our fixed-scope engagements cover delivery and initial deployment of the agreed work—not unlimited maintenance, feature development, content updates, or day-to-day infrastructure management after launch.

Ongoing maintenance, security patching cadence beyond handoff documentation, product changes, or infrastructure tuning after launch are not included unless we agree in writing (for example, a retainer, support package, or hourly arrangement). BitWerks may offer optional support or maintenance services separately.

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.

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.

16.1. 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.

16.2. 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.

16.3. 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.

16.4. 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.

Either party may request termination of Services at any time subject to payment for work already performed and any minimum commitment stated in a Project Agreement. 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.

Upon termination or wind-down, BitWerks will provide a data export upon request as described in Section 9. Active infrastructure accounts may be transferred to you or a third party you designate where technically and contractually feasible; BitWerks will reasonably cooperate with an orderly transition. Additional migration, reconfiguration, or transition support may be provided at an agreed hourly or fixed-fee rate.

Provisions that by their nature should survive (including ownership where payment has been made, data export obligations accrued prior to termination, 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.