Terms of Service

Welcome to bSure. These Terms of Service ("Terms", "Agreement") constitute a legally binding agreement between you ("Client", "you", "your") and bSure, a professional digital engineering company led by Founder and President Brian Shirley ("bSure", "we", "us", "our"), governing your access to and use of our professional digital engineering services ("Services"). By engaging with our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, please do not use our Services.

1 Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below:

• "Services" means all professional digital engineering services provided by bSure, including but not limited to web application development, network infrastructure design, cloud solutions, DevOps automation, mobile application development, cybersecurity implementations, and 24/7 technical support.
• "Deliverables" means all work product, including but not limited to software code, configurations, network designs, documentation, reports, and any other materials created by bSure in the performance of Services.
• "Statement of Work" or "SOW" means a written document executed by both parties detailing specific project scope, deliverables, timelines, and compensation.
• "Confidential Information" means all non-public information disclosed by either party that is designated as confidential or would reasonably be understood to be confidential given the nature of the information and circumstances of disclosure.

2 Acceptance and Authority

By engaging with our Services, you represent and warrant that: (a) you are at least 18 years of age and have the legal capacity to enter into binding contracts; (b) if you are acting on behalf of a business entity, you have full authority to bind that entity to these Terms; (c) all information you provide is accurate, current, and complete; and (d) you will comply with all applicable federal, state, and local laws in connection with your use of the Services.

3 Scope of Services

bSure provides comprehensive professional digital engineering services from our Wichita, Kansas headquarters. Founded and led by Brian Shirley, our Services include but are not limited to:

• Web Application Development: Full-stack development using LAMP stack (Linux, Apache, MySQL, PHP), Laravel framework, WordPress, and modern JavaScript frameworks. Custom-built solutions for e-commerce, SaaS platforms, content management systems, and enterprise applications.
• Network Infrastructure Engineering: Design, implementation, and management of enterprise-grade networks using Ubiquiti products and other industry-leading solutions. Network performance monitoring, security implementations, and uptime optimization.
• Cloud Solutions: Cloud architecture design and implementation on Google Cloud Platform (GCP), Microsoft Azure, and Amazon Web Services (AWS), including App Engine deployments, cloud storage solutions, and scalable infrastructure configurations.
• DevOps & Automation: Continuous integration/continuous deployment (CI/CD) pipeline implementation, infrastructure as code, automated testing frameworks, and deployment automation.
• Mobile Application Development: iOS application development using Xcode and Swift, native mobile experiences, and mobile-responsive web applications.
• Cybersecurity Services: HTTPS/TLS implementation, security assessments, vulnerability remediation, secure authentication systems, and compliance implementations.
• 24/7 Technical Support: Round-the-clock monitoring, incident response, technical support, and system maintenance for mission-critical applications and infrastructure.

All Services are subject to these Terms and any applicable SOW or service-specific agreement. The specific Services to be provided, project scope, deliverables, timelines, and compensation shall be detailed in a mutually executed SOW or proposal.

4 Client Obligations and Responsibilities

Client agrees to:

• Provide accurate, complete, and timely information, materials, and access necessary for bSure to perform the Services;
• Designate a primary point of contact with authority to make decisions and approve work product;
• Respond to bSure inquiries and requests within a reasonable timeframe to avoid project delays;
• Maintain the security and confidentiality of all access credentials provided by bSure;
• Use the Services and Deliverables in compliance with all applicable laws, regulations, and industry standards;
• Not attempt to reverse-engineer, decompile, disassemble, or otherwise attempt to discover the source code of any proprietary bSure software or tools;
• Not use the Services to violate any third-party rights or engage in any unlawful, harmful, or fraudulent activities;
• Immediately notify bSure of any unauthorized access to or use of Client's account or any security breach.

5 Payment Terms and Fees

5.1 Fees and Payment Schedule. Client agrees to pay all fees for Services as specified in the applicable SOW or proposal. Unless otherwise agreed in writing, payment terms are as follows:

• For fixed-price projects: 25-50% deposit due upon SOW execution, with remaining balance due upon project completion or according to milestone schedule;
• For time and materials projects: Invoices submitted monthly with payment due within 15 days of invoice date;
• For ongoing support and maintenance: Monthly retainer fees due on the first day of each month.

5.2 Payment Methods. All payments shall be made in United States Dollars (USD). bSure accepts payment via credit card, ACH transfer, wire transfer, or check. Payment processing is securely handled through third-party providers including Stripe, subject to their respective terms of service. Client is responsible for any transaction fees imposed by payment processors or financial institutions.

5.3 Late Payments. Invoices not paid within the specified payment terms shall accrue interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is less. bSure reserves the right to suspend Services for any Client with past-due invoices until payment is received. Client shall reimburse bSure for all costs of collection, including reasonable attorneys' fees.

5.4 Taxes. All fees are exclusive of applicable federal, state, local, or foreign taxes (including sales, use, VAT, GST, and similar taxes). Client is responsible for all such taxes except taxes based on bSure's net income. If bSure is required to collect or pay taxes, such taxes will be invoiced to Client.

5.5 Changes to Scope. Any requested changes to the scope of Services after SOW execution may result in additional fees and timeline adjustments. bSure will provide written notice of any such changes requiring Client approval before proceeding.

5.6 Refund Policy. All deposit and milestone payments are non-refundable once work has commenced on the applicable phase. In the event of termination, Client shall pay for all Services performed and costs incurred through the effective date of termination.

6 Intellectual Property Rights

6.1 bSure Pre-Existing IP. All intellectual property rights in and to any software, tools, methodologies, frameworks, libraries, and other materials that exist prior to or are developed independently of this Agreement ("bSure IP") shall remain the exclusive property of bSure. Client receives no rights to bSure IP except as expressly granted herein.

6.2 Project Deliverables. Upon Client's full payment of all fees due for a project, bSure hereby grants to Client a perpetual, non-exclusive, worldwide license to use, modify, and distribute the custom Deliverables created specifically for Client under the applicable SOW. This license does not include any bSure IP incorporated into the Deliverables.

6.3 Third-Party Components. Deliverables may incorporate third-party software, libraries, or components subject to open-source or commercial licenses. Client's use of such third-party components is governed by the applicable third-party license terms. bSure makes no representations or warranties regarding third-party components.

6.4 Client Materials. Client retains all rights to materials, content, data, trademarks, and other intellectual property provided to bSure ("Client Materials"). Client grants bSure a non-exclusive, royalty-free license to use Client Materials solely as necessary to perform the Services.

6.5 Portfolio Rights. Client grants bSure permission to display the project and Deliverables in bSure's portfolio, website, marketing materials, and client references, unless Client provides written notice prohibiting such use. Such display shall not include any Confidential Information.

7 Confidentiality

7.1 Confidential Information. Each party agrees to maintain in confidence all Confidential Information disclosed by the other party and to use such Confidential Information solely for purposes of performing under this Agreement. "Confidential Information" includes, but is not limited to, business plans, technical data, customer lists, financial information, software code, designs, and any information marked as confidential.

7.2 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully known by the receiving party prior to disclosure; (c) is independently developed without use of the Confidential Information; or (d) is rightfully received from a third party without breach of a confidentiality obligation.

7.3 Required Disclosure. If a party is required by law or court order to disclose Confidential Information, it shall promptly notify the disclosing party and cooperate in any efforts to obtain protective treatment of such information.

7.4 Term. The obligations under this Section shall survive for a period of five (5) years from the date of disclosure, except for trade secrets which shall be protected in perpetuity or until they cease to qualify as trade secrets under applicable law.

8 Warranties and Disclaimers

8.1 Limited Warranty. bSure warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. For a period of thirty (30) days following delivery of Deliverables, bSure warrants that the Deliverables will substantially conform to the specifications set forth in the applicable SOW. Client's sole remedy for breach of this warranty is for bSure to re-perform the non-conforming Services or correct the non-conforming Deliverables at no additional charge.

8.2 Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1, BSURE PROVIDES ALL SERVICES AND DELIVERABLES "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. BSURE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

8.3 No Guarantee. bSure makes no warranty that the Services or Deliverables will meet Client's requirements, operate without interruption, be error-free, or be immune to security vulnerabilities. Client acknowledges that software development involves uncertainties and that complete security or error-free operation cannot be guaranteed.

9 Limitation of Liability

9.1 Consequential Damages Waiver. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Liability Cap. BSURE'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY CLIENT TO BSURE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) FIVE THOUSAND DOLLARS ($5,000 USD).

9.3 Exceptions. The limitations set forth in this Section 9 shall not apply to: (a) either party's breach of confidentiality obligations; (b) either party's indemnification obligations; (c) Client's payment obligations; or (d) liability arising from gross negligence, willful misconduct, or fraud.

10 Indemnification

10.1 Client Indemnification. Client shall defend, indemnify, and hold harmless bSure and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Client's use of the Services or Deliverables; (b) Client Materials; (c) Client's breach of this Agreement; or (d) Client's violation of any applicable law or third-party rights.

10.2 bSure Indemnification. bSure shall defend, indemnify, and hold harmless Client from and against any claims that the Deliverables, as delivered by bSure, infringe or misappropriate any third-party intellectual property rights, provided that: (a) Client promptly notifies bSure of such claim; (b) bSure has sole control of the defense and settlement; and (c) Client reasonably cooperates in the defense.

10.3 Remedies. If Deliverables become or are likely to become the subject of an infringement claim, bSure may, at its option: (a) obtain the right for Client to continue using the Deliverables; (b) replace or modify the Deliverables to make them non-infringing; or (c) terminate the license and refund fees paid for the infringing Deliverables. This Section states bSure's entire liability for infringement claims.

11 Term and Termination

11.1 Term. This Agreement commences upon Client's acceptance and continues until terminated in accordance with this Section.

11.2 Termination for Convenience. Either party may terminate this Agreement or any SOW for convenience upon thirty (30) days' prior written notice to the other party. In the event of such termination, Client shall pay for all Services performed and costs incurred through the effective date of termination.

11.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice; (b) becomes insolvent or files for bankruptcy; or (c) ceases business operations.

11.4 Effects of Termination. Upon termination: (a) all licenses granted to Client shall terminate except for licenses to Deliverables for which full payment has been received; (b) Client shall immediately pay all outstanding fees; (c) each party shall return or destroy all Confidential Information of the other party; and (d) bSure shall deliver all completed Deliverables to Client upon receipt of payment.

11.5 Survival. Sections 5 (Payment Terms), 6 (Intellectual Property), 7 (Confidentiality), 8.2-8.3 (Disclaimers), 9 (Limitation of Liability), 10 (Indemnification), 11.4-11.5 (Effects of Termination and Survival), 12 (Governing Law), and 13 (General Provisions) shall survive termination or expiration of this Agreement.

12 Governing Law and Dispute Resolution

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Kansas, United States of America, without regard to its conflicts of law principles.

12.2 Venue. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Sedgwick County, Kansas for any legal action arising out of or related to this Agreement.

12.3 Dispute Resolution. Before initiating formal legal proceedings, the parties agree to attempt to resolve any dispute through good faith negotiations for a period of thirty (30) days. If the dispute cannot be resolved through negotiations, either party may pursue available legal remedies.

12.4 Attorneys' Fees. The prevailing party in any legal action arising out of this Agreement shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.

13 General Provisions

13.1 Entire Agreement. This Agreement, together with any SOWs and exhibits, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, understandings, and communications regarding the subject matter hereof.

13.2 Amendments. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

13.3 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that bSure may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

13.4 Force Majeure. Neither party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, war, terrorism, labor disputes, governmental actions, or internet service failures.

13.5 Independent Contractors. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, or employment relationship.

13.6 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13.7 Waiver. No waiver of any breach of this Agreement shall constitute a waiver of any other or subsequent breach.

13.8 Notices. All notices required under this Agreement shall be in writing and delivered by email or certified mail to the addresses set forth below or as otherwise specified by a party in writing: bSure, 621 South Roosevelt Street, Wichita, Kansas 67218, USA; Email: connect@b-sureonline.com.

14 Contact Information

For questions regarding these Terms or to discuss potential projects, please contact us:

Acknowledgment: By using bSure's Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. We recommend consulting with legal counsel if you have questions about any provision of this Agreement.