Bylder's Terms And Condition

The Bylders Group LLC. Terms and Conditions

Scope of Services

By using the services of The Bylders Group LLC ("Bylders"), you agree to the creation and development of a digital e-commerce storefront (referred to as "e-store") on the Shopify Platform, provided by Shopify International Ltd and its affiliates. Bylders will build and deliver a scalable drop shipping product e-store as per the specifications you provide. These services include, but are not limited to, store construction and ancillary services as outlined in these Terms and Conditions.

Access and Authorization: During the term of the services you are receiving from Bylders, Bylders will have access to your Shopify account for the purpose of providing agreed-upon services. Bylders will exclusively handle all services performed through this account. You authorize Bylders to, if applicable, manage and operate your e-store on your behalf for the duration of the service term. You can remove Bylders’ access to your store at any time with a 24 hour written notice.
Additional Services: Any services outside the scope of what is outlined within these terms will require a separate written addendum, mutually agreed upon and signed by both parties.
Vision and Goal: The aim of this collaboration is to enable you to develop and maintain an e-store on the Shopify Platform, leveraging Bylders' expertise and services.

Specifications, Quality, and Collaboration

Quality Standards: The e-store developed by Bylders will match or exceed the current industry standards for e-commerce websites in terms of quality, ease of use, and performance. Bylders commits to utilizing reasonable efforts to deliver a professional and high-quality single product e-store on the Shopify Platform.
E-store Functionality: The e-store will include, at a minimum, the functionality and features mutually agreed upon including a single product store with an operational checkout unless otherwise agreed upon in writing. Bylders will ensure these features meet professional standards and client specifications.
Home Page and Domain Registration: The e-store will feature a Home Page, accessible through specified Uniform Resource Locators (URLs). Bylders will assist in registering a domain name of your choice (subject to availability and mutual agreement) for the e-store and will transfer all associated rights to you.
Collaborative Effort: Throughout the service term, both parties will cooperate in good faith and exert commercially reasonable efforts to ensure a positive customer experience for users of the e-store.
Supplementary Services: You may opt to purchase additional or supplementary services from Bylders, such as store rebuilds, advertising support, or ongoing maintenance, at a later stage for an additional price. These services will require a separate agreement and written consent from both parties.

Training Guide, Investor Education, and Support:

Training Guide: Bylders offers a comprehensive multi-part Training Guide focused on drop-shipping. This guide is hosted on Notion and is designed to provide essential information and skills needed to start and scale an e-commerce store effectively.
Business Operation Training: Bylders may also provide training aimed at enhancing your professional qualifications, particularly in the areas of technical development and business operations related to e-commerce.
Additional Consulting and Training: As part of our commitment to your success, Bylders may offer other consulting and training services that are relevant to this agreement and your business needs. Bylders will offer support to any questions that you may have on weekdays between the hours of 10 am - 5 pm EST excluding national holidays.

Obligations Prior to the Transition Date and the E-store Transition Plan

Company’s Operation and Maintenance Responsibilities: Throughout the service term, Bylders is responsible for operating and maintaining the e-store until the store has been transferred to you. At this point, Bylders is not responsible for making any edits to the store unless agreed upon via written communication.
Transition Plan Agreement: A reasonable period of time before the launch date of each e-store, both parties will collaborate to agree on a transition plan. This plan will cover the transfer of account information from Bylders to you and address any other necessary aspects to smoothly transition the operation of the e-commerce business to you.
Delivery of Materials Upon Approval or Termination: Upon your approval of the final e-store and accepting the transfership invite, or upon the termination of our services, whichever occurs first, Bylders will provide you with all documentation, reports, and other materials developed in the course of our performance. This also includes any items that are reasonably necessary for the operation of your e-store.

Ownership and Rights

Ownership of E-store and Deliverables: The e-store and all related deliverables created for you by Bylders are to be exclusively owned by you, the client. These works are considered "made for hire" under applicable law. You shall have exclusive ownership of all United States and international copyrights, as well as all other intellectual property rights in the e-store.
Intellectual Property Compliance: In utilizing our services, both parties agree not to design, develop, or provide any items that infringe upon the patents or other intellectual property rights of third parties. This commitment is to ensure that the services and deliverables are compliant with all relevant intellectual property laws and regulations.

Confidentiality

Project Confidentiality: Both parties agree to maintain the confidentiality of the project details. This confidentiality is upheld until the final version of the e-store is delivered to you, the client.
Client Recognition: After the final e-store delivery, Bylders may acknowledge you as a client and may include a link to your e-store on the Bylders website, provided this does not compromise your confidentiality requirements.
Receiving/Sending Confidential Information: You, as the client, agree not to receive or send any confidential information provided by Bylders that belongs to either Bylders or any third party.
Client’s Confidential Information: You may provide Bylders with your own confidential business and technical information in relation to the work performed. Such information will be designated as confidential upon or before its disclosure by Bylders.
E-store Preparation and Specifications Confidentiality: The preparation and specifications of your e-store are always treated as confidential, unless they are publicly disclosed by you.
Protection of Client’s Confidential Information: Bylders commits to using its best efforts to prevent any unauthorized use or disclosure of your confidential information, except as necessary for the performance of our services under these terms.

Payment and Consideration

Fixed Fee Payment: As the client, you agree to pay Bylders a fixed fee for the services provided. This fee encompasses all work related to your e-store and/or website, including access to the Bylders Owner Training Guide, a Winning Product board, the full delivery of an e-commerce store, advertising creatives, and advertising support.

Expenses

Exclusion of Expenses in Fixed Fee: Please note that the fixed fee does not include additional expenses. You may incur extra costs related to the services, but these will only be charged if expressly agreed upon in writing beforehand.
Expected Additional Expenses: You should anticipate certain minimum additional expenses, including Shopify store hosting fees (approximately $29 per month), domain costs (ranging from $1 to $30 per year), and TikTok advertising costs, which will depend on the budget you are willing to allocate.
Responsibility for Taxes: The fixed fee is exclusive of taxes. As the client, you are responsible for all taxes and similar charges related to the services or deliverables, their delivery, or use.

By agreeing to these terms, you acknowledge your understanding of the payment structure and your responsibilities regarding the fixed fee and additional expenses associated with the services provided by Bylders.

Restrictions on E-store Content

Content Standards: Bylders is committed to maintaining a high standard of content in the e-store. We will not include any content that could be considered offensive or that is related to sex or illegal activities. This includes text, graphics, sound, animations, and links to other sites.
Prohibited Content Types: The e-store will not feature impressionistic, cartoon-like graphics, hidden text, hidden information, hidden materials, or any destructive elements or programming.

No Agreements with Third Parties:

Exclusive Work Arrangement: Only Bylders, along with our employees and independent contractors, are authorized to undertake work related to the e-store. No other individuals or entities are permitted to be involved in this capacity. If third parties are introduced to this arrangement, Bylders has the sole right to terminate this agreement immediately.
Use of Independent Contractors: While Bylders reserves the right to utilize independent contractors, these contractors are required to agree to be bound by the terms of our service arrangement with you. This ensures consistency and adherence to our agreed standards and terms.

Representations and Warranties

Bylders' Commitment: Bylders represents and warrants that:
- All services will be performed in a workmanlike manner with professional diligence and skill.
- All services will function as intended under the standard Shopify Platform. The e-store will conform to the specifications and functions detailed in these terms.
- All work will comply with applicable laws.
Client's Acknowledgement: As a client, you acknowledge that Bylders is providing services for a limited duration as per these terms. Post-termination of our services or upon your acceptance of the e-store, Bylders holds no liability or responsibility for the e-store.
Mutual Representations and Warranties: Both parties represent and warrant that:
- They have the full right, power, and authority to engage in this agreement and fulfill their respective obligations.
- Their involvement in this agreement and performance of obligations will not conflict with or breach any other agreement to which they are bound.
- Upon execution, this agreement will be a legal, valid, and binding obligation enforceable in accordance with its terms.
- These terms reflect our mutual commitment to a professional, lawful, and accountable service relationship. By engaging with Bylders, you agree to these representations and warranties.

Term and Termination

Effective Duration: These terms are effective from the Effective Date and will remain in force for a period of 120 days following the date of purchase, unless terminated earlier as outlined below.
Client's Right to Terminate: You, as the client, may choose to terminate any or all outstanding work, or any portion thereof, immediately upon written notice. However, it is important to note that if termination occurs without cause or merely for convenience, you will not be entitled to any reimbursement of amounts already paid to Bylders. Additionally, any unpaid invoices at the time of such termination will remain due and payable.
Termination for Breach: Either party may terminate these terms with a seven (7) days written notice if the other party breaches a material provision of these terms, provided that the breaching party fails to cure such breach within the seven (7) days period.
Post-Notice Obligations: After the service of a termination notice by either party, Bylders is under no obligation to continue work, perform any duties, respond to correspondence, or provide any services for you. Further, Bylders will cease accessing your e-store and any related documents from the point of notice.

Limitation of Liability and Indemnification

Client's Indemnification Obligations: You will defend, indemnify, and hold harmless Bylders against any third-party claims arising from:

The creation, operation, or content of the e-store, excluding items supplied by Bylders.
Any breach of your representations, warranties, or obligations.
Infringement claims regarding materials you provided for the e-store.
Your product or service marketing and sales activities.
Sales taxes and associated penalties from your merchandise sales.

Bylders' Indemnification Obligations: Bylders will defend, indemnify, and hold harmless you against third-party claims arising from:

Any breach of Bylders' representations, warranties, or obligations.
Infringement claims regarding materials Bylders provided for the e-store.
- Exclusions of Bylders' Liability: Bylders is not liable for product liability, wrongful death, or related claims concerning products from the e-store. The services and e-store are provided "as is" without warranties, including merchantability or fitness for a particular purpose. Bylders is not liable for any personal injury, direct, indirect, special, consequential damages, or lost profits.
- Limitation on Amount of Liability: In any event, Bylders' total liability will not exceed the greater of $100.00 or the amounts received from you under these terms.
- Acknowledgment of Liability Limitations: These limitations are essential for Bylders to provide services. They apply even if they cause your remedies to fail in their essential purpose.
- Disclaimer for Training Courses and Support: Regarding the Training Courses and Support, the final structure of the e-store is your decision. While Bylders provides advice and recommendations based on industry standards, we accept no responsibility for the e-store’s success or failure if you choose to disregard our guidance.

Notice Procedures

Should you need to provide notice to Bylders, or vice versa, under these terms, the notice will be considered duly given in either of the following circumstances.
- When transmitted via email.
- Two business days after the notice is deposited in the U.S. mail, sent first-class postage prepaid, directed to the specified address or facsimile number.
Updating Contact Information: Any changes to the contact address or facsimile number for notice purposes should be communicated in writing, following the procedure outlined in this section.

Miscellaneous

Force Majeure: Neither party is liable for losses or delays caused by force majeure events, such as acts of God, fire, natural disasters, labor stoppages, wars, or military hostilities. This also includes the inability of carriers to make scheduled deliveries. Any payment or delivery dates will be extended accordingly.
Compliance with Laws: Both parties agree to comply with all applicable laws, regulations, and governmental requirements in the execution of these terms.
Independent Contractor Status: Bylders is an independent contractor in providing services under these terms. This arrangement is not to be interpreted as employment, a joint venture, or a partnership. Neither party will represent itself as an employee or agent of the other nor make commitments or statements on behalf of the other.
Waiver: A waiver by either party of any default is not considered a waiver of any previous or subsequent default. Waivers require explicit acknowledgement and agreement by the waiving party.
Severability: If any provision of these terms is deemed invalid or unenforceable by a court, such invalidity will not affect the validity of remaining provisions, and the invalid provision will be severed from these terms.
Entire Agreement: These terms, along with any order forms, change orders, and schedules, constitute the entire agreement between the parties regarding the subject matter. They supersede all prior understandings and agreements. No other representations, warranties, conditions, understandings, or agreements, whether oral or written, exist between the parties beyond what is expressed in these terms.

Refund Policy & Eligibility for Refund

Conditions for Full Refund: As a client, you are eligible for a full refund of the payment made to Bylders under these specific conditions:
- 1.1 You have consistently run advertisements for a period of ninety (90) days without interruption.
- 1.2 You have adhered to and fully executed all instructions and guidelines provided by Bylders.
Non-Eligibility for Refund: If the above conditions are not met, please be aware that there will be no refunds issued after payment has been made.

Governing Law and Venue

Applicable Law: These terms and conditions are governed by and construed in accordance with the laws of the State of Delaware and applicable federal laws of the United States.
Jurisdiction: All legal actions or proceedings arising out of or related to these terms are to be brought exclusively in the courts of the State of Delaware. By engaging with Bylders, you agree to submit to the jurisdiction of these courts for any such legal actions or proceedings.
Venue Agreement: You agree not to initiate any legal action, suit, or proceeding against Bylders in any jurisdiction other than the State of Delaware.