Terms of Service

1 Introduction and Acceptance of Terms

These Terms of Service constitute a legally binding agreement between you, whether personally or on behalf of an entity, and BBP PROPERTIES, LLC, a limited liability company organized under the laws of the State of Utah, with its principal place of business located at 6793 N Greenfield Dr, Park City, UT 84098-5909, United States. By accessing or using any website, application, platform, software, product, or service operated by BBP PROPERTIES, LLC, including but not limited to https://www.bbpproperties.mom/, you agree to be bound by these Terms of Service in their entirety.

If you do not agree to all the terms and conditions contained herein, you are expressly prohibited from using our services and must discontinue use immediately. These Terms apply to all visitors, users, clients, and others who access or use our services. We reserve the right to modify these Terms at any time, with or without prior notice. Your continued use of our services following the posting of any changes constitutes acceptance of those changes. It is your responsibility to review these Terms periodically for updates.

2 Services Provided

BBP PROPERTIES, LLC provides professional computer systems design and related services, including but not limited to: computer integrated systems design, IT infrastructure architecture and planning, custom software development, cybersecurity assessment and consulting, cloud migration and data engineering services, technology strategy advisory, network topology design and implementation, integrated systems consulting, digital transformation planning, and ongoing technical support and maintenance. These services fall within the Professional, Scientific, and Technical Services sector, specifically within Computer Systems Design and Related Services.

All services are provided on a professional basis subject to the terms of individual engagement agreements, statements of work, or project proposals executed between BBP PROPERTIES, LLC and the client. In the event of any conflict between these general Terms of Service and a specific engagement agreement, the terms of the specific engagement agreement shall govern with respect to the particular services described therein.

3 User Obligations and Responsibilities

By using our services, you represent and warrant that you have the legal capacity and authority to enter into these Terms on behalf of yourself or the entity you represent. You agree to provide accurate, current, and complete information as may be required during the course of our engagement and to promptly update such information as necessary to maintain its accuracy.

You agree not to:

• Use our services for any unlawful purpose or in violation of any applicable federal, state, local, or international law or regulation.
• Engage in any conduct that restricts or inhibits any other user from using or enjoying our services.
• Introduce any viruses, malware, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of our services, the server on which our services are stored, or any server, computer, or database connected to our services.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure, ideas, or algorithms of any software or intellectual property provided as part of our services.
• Remove, alter, or obscure any proprietary notices or labels on any deliverables, software, or documentation provided by BBP PROPERTIES, LLC.

4 Intellectual Property Rights

All intellectual property rights in and to our services, including but not limited to all software, source code, object code, algorithms, methodologies, processes, techniques, designs, documentation, reports, analyses, templates, tools, frameworks, user interfaces, graphics, logos, trademarks, service marks, trade dress, and trade secrets, whether or not registered, are and shall remain the sole and exclusive property of BBP PROPERTIES, LLC and its licensors.

Unless otherwise expressly agreed in a signed written engagement agreement, BBP PROPERTIES, LLC retains all rights, title, and interest in and to all pre-existing intellectual property, tools, methodologies, frameworks, and know-how utilized in the performance of services. Upon full payment of all fees due, the client shall receive a non-exclusive, non-transferable, perpetual license to use any deliverables specifically created for the client pursuant to the engagement, solely for the client's internal business purposes.

Nothing in these Terms shall be construed as transferring or assigning any intellectual property rights from BBP PROPERTIES, LLC to the client, except as explicitly set forth in a separate written agreement signed by both parties.

5 Fees, Payment, and Invoicing

Fees for services provided by BBP PROPERTIES, LLC shall be as set forth in the applicable engagement agreement, statement of work, project proposal, or rate card provided to the client. Unless otherwise specified in the engagement agreement, all fees are quoted and payable in United States Dollars. Payment terms, including invoicing schedules, due dates, and accepted payment methods, shall be specified in the applicable engagement agreement.

Late payments may be subject to finance charges at the rate of one and one-half percent per month, or the maximum rate permitted by applicable law, whichever is less. BBP PROPERTIES, LLC reserves the right to suspend or terminate services in the event of non-payment or material breach of payment obligations. The client shall be responsible for all costs of collection, including reasonable attorneys' fees and court costs, incurred in connection with any overdue amounts.

All fees are exclusive of applicable taxes, levies, duties, or similar governmental assessments of any nature, including but not limited to sales, use, value-added, excise, and withholding taxes, which shall be the sole responsibility of the client, except for taxes based on BBP PROPERTIES, LLC net income.

6 Confidentiality and Data Protection

Each party acknowledges that in the course of the engagement, it may receive or have access to confidential information of the other party. Confidential information includes all non-public information, whether written, oral, electronic, or in any other form, that a reasonable person would understand to be confidential under the circumstances, including but not limited to trade secrets, business plans, financial data, customer lists, technical specifications, source code, and proprietary methodologies.

Each party agrees to hold the other party's confidential information in strict confidence, to use such information solely for the purpose of performing or receiving services under the engagement, and not to disclose such information to any third party without the disclosing party's prior written consent, except as required by law or court order. These confidentiality obligations shall survive the termination of the engagement and these Terms for a period of three years, or indefinitely with respect to trade secrets.

BBP PROPERTIES, LLC shall implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of client data in its possession or control. Our data handling practices are further described in our Privacy Policy available at https://www.bbpproperties.mom/privacy.html.

7 Limitation of Liability

To the fullest extent permitted by applicable law, in no event shall BBP PROPERTIES, LLC, its affiliates, officers, directors, employees, agents, licensors, or subcontractors be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, loss of revenue, loss of data, loss of goodwill, loss of business opportunity, business interruption, cost of procurement of substitute services, or any other commercial damages or losses, arising out of or in connection with these Terms or the use of or inability to use our services, whether based on contract, tort (including negligence), strict liability, or any other legal theory, even if BBP PROPERTIES, LLC has been advised of the possibility of such damages.

In no event shall the aggregate liability of BBP PROPERTIES, LLC for any claim arising out of or relating to these Terms or the services provided exceed the total fees actually paid by the client to BBP PROPERTIES, LLC during the twelve-month period immediately preceding the event giving rise to the claim. The limitations of liability set forth in this section shall apply regardless of whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, and even if BBP PROPERTIES, LLC has been advised of the possibility of such damage.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some or all of the limitations and exclusions set forth above may not apply to you. In such jurisdictions, the liability of BBP PROPERTIES, LLC shall be limited to the fullest extent permitted by applicable law.

8 Indemnification

You agree to defend, indemnify, and hold harmless BBP PROPERTIES, LLC, its affiliates, and their respective officers, directors, employees, agents, licensors, and subcontractors from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees, including reasonable attorneys' fees and court costs, arising out of or relating to:

• Your use of or access to our services in any manner not expressly authorized by these Terms or the applicable engagement agreement.
• Your violation of any term, condition, representation, or warranty set forth in these Terms.
• Your violation of any applicable law, regulation, or third-party right, including but not limited to intellectual property rights, privacy rights, or publicity rights.
• Any claim that any information, data, or materials provided by you to BBP PROPERTIES, LLC caused damage to or infringed upon the rights of a third party.

BBP PROPERTIES, LLC reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate fully with BBP PROPERTIES, LLC in asserting any available defenses. You shall not settle any indemnified claim without the prior written consent of BBP PROPERTIES, LLC.

9 Term and Termination

These Terms shall remain in full force and effect while you use our services. With respect to specific engagements, the term of services shall be as defined in the applicable engagement agreement. Either party may terminate an engagement agreement in accordance with the termination provisions set forth therein.

BBP PROPERTIES, LLC reserves the right, in its sole discretion, to suspend or terminate your access to our services at any time, with or without cause, and with or without prior notice, including but not limited to in the event of:

• Your breach or violation of any provision of these Terms or any applicable engagement agreement.
• Your engagement in conduct that BBP PROPERTIES, LLC reasonably believes may be harmful to its business, reputation, clients, or employees.
• Your failure to pay any fees when due.
• Your insolvency, bankruptcy, or cessation of business operations.

Upon termination, your right to access and use our services shall immediately cease. All provisions of these Terms that by their nature should survive termination shall survive, including but not limited to intellectual property rights, confidentiality obligations, limitation of liability, indemnification, and dispute resolution provisions.

10 Disclaimer of Warranties

Our services are provided on an as is and as available basis. To the fullest extent permitted by applicable law, BBP PROPERTIES, LLC expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. BBP PROPERTIES, LLC makes no warranty that our services will meet your specific requirements, achieve any particular results, be available on an uninterrupted, timely, secure, or error-free basis, or that any defects or errors will be corrected.

BBP PROPERTIES, LLC does not warrant the accuracy, completeness, reliability, or currency of any information, content, or materials provided through our services. You acknowledge that any reliance upon such information, content, or materials shall be at your sole risk. No advice or information, whether oral or written, obtained from BBP PROPERTIES, LLC or through our services shall create any warranty not expressly stated in these Terms.

11 Governing Law and Dispute Resolution

These Terms and any dispute or claim arising out of or in connection with them or their subject matter, including non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of law principles or rules. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

Any legal suit, action, or proceeding arising out of or related to these Terms or the services provided shall be instituted exclusively in the federal or state courts located in Summit County, Utah. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these Terms must be filed within one year after such claim or cause of action arose or be forever barred.

Before initiating any formal legal action, the parties shall attempt in good faith to resolve any dispute informally by providing written notice to the other party describing the facts and circumstances of the dispute and allowing the receiving party thirty calendar days to respond.

12 Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms if such delay or failure arises from any cause beyond the reasonable control of that party, including but not limited to acts of God, natural disasters, floods, fires, earthquakes, epidemics, pandemics, public health emergencies, war, terrorism, armed conflict, civil unrest, labor strikes, lockouts, government orders, laws, or regulations, embargoes, or failures of internet service providers, telecommunications networks, or third-party service providers.

If a force majeure event continues for a period of more than thirty consecutive calendar days, either party may terminate the affected engagement agreement without liability upon written notice to the other party. The party affected by the force majeure event shall use commercially reasonable efforts to mitigate the impact of the event and to resume performance as soon as reasonably practicable.

13 Third-Party Services and Links

Our services may include links to third-party websites, applications, platforms, or services that are not owned or controlled by BBP PROPERTIES, LLC. We have no control over and assume no responsibility for the content, privacy policies, terms of service, security practices, or business practices of any third-party websites, applications, or services. You acknowledge and agree that BBP PROPERTIES, LLC shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such third-party content, goods, or services.

We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit. Any dealings you have with third parties found through our services are solely between you and such third party, and you agree that BBP PROPERTIES, LLC is not liable for any loss or claim that you may have against any such third party.

14 Modification of Services

BBP PROPERTIES, LLC reserves the right, at its sole discretion, to modify, suspend, or discontinue, temporarily or permanently, any aspect of our services, or any part thereof, with or without prior notice. This includes the right to modify features, functionality, pricing, and availability. We shall not be liable to you or to any third party for any modification, suspension, or discontinuance of any service.

We may from time to time update or enhance our services, including by releasing new features, tools, or resources. Any new features that augment or enhance the current services shall be subject to these Terms. We may also impose limits on certain features or restrict access to parts or all of our services without notice or liability.

15 General Provisions

Entire Agreement. These Terms, together with any applicable engagement agreement, statement of work, or project proposal, constitute the entire agreement between you and BBP PROPERTIES, LLC concerning the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral, relating to such subject matter.

Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to reflect the parties' original intention as closely as possible, and the remaining provisions shall continue in full force and effect.

Waiver. No waiver by BBP PROPERTIES, LLC of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Any failure of BBP PROPERTIES, LLC to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

Assignment. You may not assign or transfer any of your rights or obligations under these Terms without the prior written consent of BBP PROPERTIES, LLC. BBP PROPERTIES, LLC may assign or transfer its rights and obligations under these Terms at any time without restriction.

Relationship of the Parties. Nothing in these Terms shall be construed as creating a partnership, joint venture, agency relationship, or employment relationship between you and BBP PROPERTIES, LLC. Each party is an independent contractor and neither party has any authority to bind or commit the other party in any way.

Notices. All notices required or permitted under these Terms shall be in writing and shall be delivered by email to the addresses specified in the engagement agreement or, in the absence thereof, to bbp.team@bbpproperties.mom for BBP PROPERTIES, LLC and to the email address you provided to us for you. Notices shall be deemed effective upon confirmed receipt.