Terms and Conditions

Last updated: July 7, 2025

This web page represents a legal document and constitutes the Terms of Service (this “Agreement”, “Terms”, or “Terms of Service”) that govern your access to and use of Business Development Resources, LLC (“BDR”) products and services, including:

• all functionality available at https://bdrco.com (the “Website”);
• any access-controlled password-protected Workspaces provisioned at your request and accessed by your business Users at https://[clientbusinessname].bdrsidekick.com (the “Workspace”); and
• any related tools, documentation, support resources, and knowledge bases.

These collectively and as broadly as possible are referred to as our “Products and Services”.

By accessing, browsing, or using any part of our Products and Services, you represent that you are at least 18 years old, have authority to bind the business you represent, and agree to be bound by our Privacy Policy and Terms of Service. Please review the following terms carefully. If you do not agree, you must not use our Products and Services. These Terms shall apply to all Products and Services unless otherwise superseded by the terms and conditions of any Agreement related to a specific BDR Program. If any terms and conditions herein should conflict with the terms and conditions of a specific BDR Program Agreement, the term and conditions of the specific BDR Program Agreement shall apply.

Definitions

The terms “BDR”, “us”, “we”, and “our” refer to Business Development Resources, LLC, the owner of the Products and Services.

The term “Client” refers to a business that has engaged in a contract with BDR to provide access to our Products and Services.

The term “Order” refers to the commercial details of a contract between the Client and BDR concerning access to our Products and Services.

The term “Workspace” refers to a unique configuration and access-controlled environment for a Client to access our Products and Services.

The term “User” is an individual who has created an account, or been invited to create one, which will be used for access to a Workspace or other access-controlled aspects of our Products and Services.

The term “Client Data” refers to all records, files, and other data you or your integrations submit to our Products and Services.

The term “User Content” refers to Client Data, plus any comments, configurations, or materials a User uploads or generates in their use of our Products and Services.

Eligibility & Security

• You must be 18 or older and able to enter into contracts.
• You must provide accurate information, keep credentials confidential, and enable multi-factor authentication if required.
• You are responsible for all activity under your User account and must notify us immediately of unauthorized use.
• We may refuse, suspend, or terminate accounts at our discretion.

Limited License & Permitted Use

We grant you a non-exclusive, non-transferable, revocable license to access and use our Products and Services solely for your internal business purposes and subject to these Terms. You may not:

• sublicense, resell, or white-label our Products and Services;
• reverse-engineer or copy code (except as allowed by law);
• test security or performance without written permission;
• use our Products and Services to violate any law or third-party rights, transmit harmful code, or send spam.

Fees & Payment

Pricing, billing cycles, payment methods, late payment rates, and other details governing fees and payment for our Products and Services are described in your BDR Program Agreement/Order. We may suspend access to, or the functionality, some or all of our Products and Services for non-payment.

Third-Party Integrations (e.g., QuickBooks)

• Features of our Products and Services may be designed only for use with certain third-party integrations.
• You decide whether to enable an integration and which data to share.
• Your use of any third-party service is governed solely by that provider’s terms.
• We store encrypted access tokens, not third-party passwords.
• You may disconnect an integration at any time, though in doing so, may cause certain features of our Products and Services to no longer function.

Customer Data & User Content

• Ownership. You retain all rights to Customer Data and User Content.
• License to BDR. You grant us a worldwide, limited license to host, process, and display that data only to provide and improve the delivery of our Products or Services.
• Takedown Requests. We respond to valid copyright notices and may remove or suspend content that allegedly infringes third-party rights.

Intellectual Property

The Products and Services and all BDR content are protected by copyright, trademark, and other laws. Except for the limited rights expressly granted here, we reserve all rights. You acquire no ownership interest in our Products and Services.

User Conduct

You agree not to upload or transmit content that is illegal, harmful, infringing, or obscene, and not to interfere with other Users’ access. We may remove content or suspend accounts that violate this section.

Confidentiality

Each party may receive non-public information marked or reasonably understood as confidential (“Confidential Information”). Each party will (i) use such information only to fulfill its obligations under this Agreement and (ii) protect it with reasonable care. These obligations do not apply to information that becomes public through no fault of the receiving party or is independently developed.

Modifications, Errors & Corrections

We may improve, change, or discontinue features of our Products and Services. If a change materially reduces core functionality, we will give 30 days’ notice; your sole remedy is to stop using the Products and Services. The Products and Services may contain errors, and we do not guarantee access will be uninterrupted or bug-free.

Suspension & Termination

We may suspend or terminate access if required by law, if your use threatens the Service, or if you breach these Terms. Either party may terminate an Order for material breach after 30 days’ notice if the breach remains uncured. Sections that by nature should survive (e.g., confidentiality, disclaimers, limitations of liability) will survive termination.

Disclaimers

OUR PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BDR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT THE SERVICE WILL BE ERROR-FREE, SECURE, OR MEET YOUR EXPECTATIONS.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNTS YOU ACTUALLY PAID BDR FOR THE SERVICE DURING THE 12 MONTHS BEFORE THE FIRST INCIDENT GIVING RISE TO THE CLAIM.

Indemnification

You will defend, indemnify, and hold BDR harmless from any third-party claim arising out of (a) Client Data or User Content, (b) your violation of law or this Agreement, or (c) integrations you configure.

Dispute Resolution

• Arbitration. Except for claims seeking injunctive relief or qualifying for small-claims court, any dispute arising out of or relating to this Agreement that the parties cannot resolve informally will be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be conducted remotely by default, unless the parties agree otherwise.
• Court Actions. Either party may seek injunctive or equitable relief, or bring an individual small-claims action, in any court of competent jurisdiction.
• Arbitrator’s Authority. The arbitrator may award damages consistent with this Agreement and must provide a reasoned award.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict-of-law principles.

Miscellaneous

• Assignment. You may not assign these Terms without our written consent; we may assign them in connection with a merger, acquisition, or sale of assets.
• Entire Agreement. These Terms and any Order constitute the entire agreement and supersede prior agreements relating to the Products and Services.
• Severability. If any provision is unenforceable, the remaining provisions will remain in effect.
• Waiver. A party’s failure to enforce any provision is not a waiver of future enforcement.

Notices & Contact

Email: info@bdrco.com

Mail: Office of the President, BDR, Inc. 19604 International Boulevard, Suite 200, SeaTac, WA 98188

Effective as of: June 18, 2025