Acceptance of Terms

By accessing the websites operated by Blue Diamond Development Inc. (“BDDI,” “we,” “our,” or “us”), engaging us for any service, signing any proposal or statement of work, or making any payment in connection with services we offer, you (“Client,” “you,” or “your”) acknowledge that you have read, understood, and agreed to be bound by these Terms of Service (the “Terms”).

These Terms form a binding contract between you and Blue Diamond Development Inc., a Wyoming corporation with its principal office at 1501 South Greeley Highway, Suite C-3022, Cheyenne, WY 82007. If you do not agree to every provision in these Terms, you must not use our website, retain us for services, or transmit any information to us.

We may modify these Terms at any time by posting the revised version on our website. Material changes take effect thirty (30) days after posting unless a shorter period is required by law. Your continued use of our services after the effective date of any change is deemed acceptance of the revised Terms. We recommend you review this page periodically.

These Terms apply to every state and territory in which we operate, including all fifty (50) United States, the District of Columbia, the Commonwealth of Puerto Rico, and any United States territory in which we may lawfully transact business.

Back to top

Definitions

The following terms have the meanings set out below whenever used in these Terms:

• “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
• “Agreement” means these Terms together with any statement of work, proposal, master services agreement, or addendum executed between the parties.
• “Confidential Information” has the meaning given in the Confidentiality section.
• “Construction Services” means general contracting, construction management, design-build, owner’s representative, and related building and improvement services.
• “Deliverables” means any tangible or intangible work product produced for Client under an Agreement, including drawings, specifications, models, reports, schedules, and digital files.
• “Development Services” means real estate development services, including site selection, feasibility analysis, entitlement, financing coordination, and project execution.
• “Property Management Services” means leasing, tenant relations, rent collection, maintenance coordination, and related services delivered for residential or mixed-use rental properties.
• “Business Development Services” means the build-out consulting, compliance, and operational packages described on our Business Development page.
• “Services” means any combination of the foregoing offered or rendered by BDDI.
• “Site” means bluediamonddevelopinc.com and any subdomain or successor website operated by us.

Back to top

Eligibility and Authority

You represent and warrant that you are at least eighteen (18) years of age, of sound mind, and legally able to enter into a binding contract under the laws of your jurisdiction. If you act on behalf of a business entity, trust, or other organization, you represent that you have full authority to bind that entity to these Terms.

You further represent that you are not subject to any sanction, embargo, or other restriction administered by the United States Department of the Treasury Office of Foreign Assets Control (OFAC), the United States Department of State, the United States Department of Commerce, or any equivalent authority that would prohibit your engagement with us.

We reserve the right to refuse service to any person or entity in our sole discretion, including where engagement would create an actual or perceived conflict of interest, present an unacceptable credit or compliance risk, or violate applicable law.

Back to top

Description of Services

BDDI offers a portfolio of related professional services to private investors, joint-venture partners, institutional capital, governmental entities, and qualified businesses. Each engagement is governed by a written statement of work that sets out the specific scope, schedule, fees, deliverables, milestones, and acceptance criteria for that engagement.

Multifamily Real Estate Development

Our development services include market and feasibility analysis, site identification, acquisition due diligence, design coordination, entitlement and zoning approval, capital structuring support, lender liaison, construction contract negotiation, project execution oversight, lease-up coordination, and stabilized hand-off.

Construction Management

Our construction management services follow the standards set by the Construction Management Association of America (CMAA), the Associated General Contractors of America (AGC), and applicable state licensing boards. Services include preconstruction planning, value engineering, bid solicitation, contractor selection, schedule control, cost control, quality control, safety oversight, change-order management, and project close-out.

Property Management

Our property management services follow the standards of the Institute of Real Estate Management (IREM) and the National Apartment Association (NAA). Services include marketing and leasing, applicant screening, lease administration, rent collection, maintenance coordination, vendor management, financial reporting, and regulatory compliance.

Investor Relations and Capital Coordination

We assist sponsors with capital coordination, investor reporting, distribution administration, and ongoing communication. We do not act as a broker-dealer, investment adviser, or registered representative, and nothing on our Site constitutes an offer to sell or a solicitation to purchase any security. Any securities offering is made exclusively through formal offering documents, and only to persons who meet the issuer’s investor qualification standards.

Business Development and Build-Out Consulting

Our Business Development packages help operators establish the legal entity, compliance posture, vendor relationships, and operational infrastructure needed to launch a business inside a constructed property or in a related sector. These engagements are advisory and do not constitute legal, tax, accounting, or investment advice.

Back to top

Engagement Process and Statements of Work

Every paid engagement begins with either a signed proposal, a signed master services agreement and accompanying statement of work, or an electronic acceptance generated through our online intake. The statement of work governs scope, fees, milestones, expense handling, and any special terms. In the event of a conflict between a statement of work and these Terms, the statement of work controls for that engagement only.

Out-of-pocket expenses (third-party reports, travel, permit fees, courier, reproduction, software licenses, and similar) are passed through at cost unless the statement of work provides otherwise. We may require advance authorization for expenses above an agreed threshold.

If we discover that the scope, schedule, or assumptions stated in a statement of work require change, we will issue a written change order describing the change and its effect on price and schedule. No verbal change order is binding.

Back to top

Fees, Invoicing, and Payment

Fees are stated in United States dollars and exclude any sales, use, value-added, gross-receipts, or other transactional tax, all of which are your responsibility unless we are required by law to collect them.

Unless otherwise stated, invoices are due net thirty (30) days from the invoice date. Past-due balances accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable state law.

If your account becomes more than forty-five (45) days past due, we may suspend services, withhold deliverables, or terminate the engagement, in each case after providing written notice and a reasonable opportunity to cure. You are responsible for our reasonable collection costs and attorneys’ fees incurred in collecting overdue amounts.

We accept payment by ACH, wire transfer, business check, and approved credit cards. Credit-card payments may incur a processing surcharge in jurisdictions where such surcharges are lawful.

Back to top

Refunds and Cancellation

Engagement fees are generally non-refundable once we have begun work because such fees compensate us for capacity reservation, mobilization, and out-of-pocket commitments to vendors and subcontractors.

You may cancel a fixed-fee engagement on written notice. If you cancel before commencement, we will refund any pre-paid amounts less actual time and expenses incurred. If you cancel after commencement, we will invoice for all time, expenses, and committed third-party costs through the effective cancellation date.

Subscription or recurring services may be cancelled with thirty (30) days’ written notice. Annual subscriptions are not refundable in mid-cycle except where required by applicable consumer-protection law.

Back to top

Intellectual Property Rights

All concepts, drawings, models, specifications, schedules, software, frameworks, methodologies, templates, training materials, written reports, photographs, videos, branding assets, marketing copy, and other materials created or assembled by BDDI (collectively, “BDDI Materials”) are and remain the sole property of BDDI unless a separately signed assignment provides otherwise.

Upon full payment of all amounts due for an engagement, BDDI grants you a perpetual, non-exclusive, non-transferable license to use the Deliverables specifically prepared for you for the purpose for which they were prepared. The license does not extend to BDDI’s underlying tools, frameworks, templates, or pre-existing materials.

You may not reproduce, redistribute, sublicense, or use Deliverables on a project, property, or initiative other than the one for which they were prepared without our prior written consent.

You retain ownership of your pre-existing trademarks, content, brand assets, financial data, and proprietary information, and you grant us a limited license to use those materials solely to perform the Services.

Back to top

Confidentiality

Each party may receive Confidential Information from the other in connection with the Services. “Confidential Information” means any information disclosed by one party to the other (whether orally, in writing, electronically, or by observation) that is identified as confidential, marked as confidential, or that a reasonable person would understand to be confidential under the circumstances. Confidential Information includes financial data, capital structure, investor lists, project economics, designs, drawings, specifications, schedules, marketing strategies, vendor lists, source code, trade secrets, and personally identifiable information.

The receiving party will (a) hold Confidential Information in strict confidence, (b) use Confidential Information only for the purpose of performing the Services or evaluating the relationship, (c) limit access to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as these Terms, and (d) protect Confidential Information using the same standard of care it uses to protect its own confidential information of similar importance, but no less than a reasonable standard of care.

The confidentiality obligations do not apply to information that (i) is or becomes publicly available without breach of these Terms, (ii) was already known to the receiving party without restriction before disclosure, (iii) is rightfully received from a third party without obligation of confidentiality, (iv) is independently developed without reference to the disclosing party’s Confidential Information, or (v) is required to be disclosed by law, court order, or governmental authority, in which case the receiving party will give prompt notice and reasonable cooperation to permit the disclosing party to seek a protective order.

Confidentiality obligations survive termination of these Terms for five (5) years from the date of last disclosure, except for trade secrets which remain protected for as long as they qualify as such under applicable law.

Back to top

Insurance Requirements

BDDI maintains insurance coverages customary for a multifamily developer and construction manager operating in the United States. We provide certificates of insurance evidencing the following coverages on request and as required by an executed statement of work:

• Commercial General Liability (CGL): $1,000,000 per occurrence / $2,000,000 aggregate / $2,000,000 products and completed operations, written on an occurrence form.
• Excess / Umbrella Liability: $5,000,000 per occurrence and aggregate, following form to underlying CGL, Auto, and Employer’s Liability policies.
• Professional Liability / Errors & Omissions: $2,000,000 per claim / $4,000,000 aggregate covering professional services.
• Workers’ Compensation: Statutory limits in every state in which we have employees, plus Employer’s Liability at $1,000,000 / $1,000,000 / $1,000,000.
• Commercial Auto Liability: $1,000,000 combined single limit covering owned, hired, and non-owned vehicles.
• Builder’s Risk: Project-specific coverage equal to the full replacement value of construction work in progress, written on an all-risk basis.
• Pollution / Contractor’s Pollution Liability: $2,000,000 per claim / $4,000,000 aggregate for projects where pollution exposure is reasonably foreseeable.
• Cyber Liability: $2,000,000 per claim covering data breach response, regulatory defense, and business interruption.

Subcontractors engaged on our projects are required to maintain coverage at least equal to the limits we carry, to name BDDI and the Owner as additional insureds on a primary, non-contributory basis, and to provide waivers of subrogation in favor of BDDI and the Owner.

The required Client-side insurance for any owner or principal engaging us is set out in the property and construction sections below and in each statement of work.

Back to top

Limitation of Liability

To the fullest extent permitted by applicable law:

(a) In no event will BDDI, its officers, directors, shareholders, employees, agents, contractors, or Affiliates be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including without limitation lost profits, lost rents, lost business opportunity, lost goodwill, lost data, or diminution in value, even if advised of the possibility of such damages and regardless of the theory of liability (contract, tort, strict liability, statute, or otherwise).

(b) Our aggregate liability for any and all claims arising out of or in connection with any engagement is limited to the lesser of (i) the total fees actually paid by you to BDDI for the specific engagement giving rise to the claim during the twelve (12) months immediately preceding the claim, or (ii) the limits of applicable insurance available to satisfy the claim.

(c) Nothing in these Terms limits liability for fraud, willful misconduct, gross negligence, bodily injury or death caused by negligence, or any liability that cannot be limited under applicable law.

(d) Some jurisdictions do not allow the exclusion or limitation of certain damages. To the extent any provision is unenforceable in your jurisdiction, the limitation will apply to the maximum extent permitted by law in that jurisdiction.

Back to top

Indemnification

You will defend, indemnify, and hold harmless BDDI, its Affiliates, and each of their respective officers, directors, shareholders, employees, agents, contractors, and successors from and against any and all third-party claims, demands, suits, actions, judgments, settlements, fines, penalties, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees and expert witness fees) arising out of or relating to:

• Your breach of these Terms or any statement of work;
• Your gross negligence, willful misconduct, or violation of applicable law;
• Bodily injury, property damage, or environmental contamination caused by you, your employees, your contractors (other than us), your tenants, or your invitees;
• Any infringement or alleged infringement of intellectual property rights caused by content, designs, drawings, materials, or instructions you provided;
• Any tax obligation, employment claim, or regulatory penalty arising from your business operations;
• Any claim by an investor, lender, or partner of yours.

BDDI will defend, indemnify, and hold harmless Client from and against third-party claims arising solely from BDDI’s gross negligence or willful misconduct, subject to the limitations of liability stated above.

The indemnified party will give prompt written notice of any claim, allow the indemnifying party to control the defense and settlement, and provide reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not settle a claim that imposes any non-monetary obligation or admission of fault on the indemnified party without prior written consent.

Back to top

Disclaimers and No Investment Advice

Our services are provided on an “as is” and “as available” basis. To the fullest extent permitted by law, we disclaim all express, implied, statutory, and other warranties, including without limitation any warranty of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, and quiet enjoyment.

We make no warranty that any project will achieve any particular financial return, occupancy rate, lease-up timeline, exit valuation, internal rate of return, or other financial outcome. Real estate development involves substantial market, construction, regulatory, and capital risk, and past performance is not a guarantee of future results.

Nothing on our Site or in any communication with us constitutes legal, tax, accounting, investment, or financial advice. You are solely responsible for retaining your own qualified professionals to advise you on the legal, tax, accounting, and financial implications of any transaction or engagement.

Any information about securities, syndications, funds, or investment opportunities is provided for general informational purposes only. Securities offerings are made exclusively through formal offering documents and only to qualified investors who satisfy the issuer’s investor-qualification standards.

Back to top

Force Majeure

Neither party will be liable for any failure or delay in performance to the extent such failure or delay is caused by circumstances beyond the party’s reasonable control, including without limitation acts of God, fire, flood, earthquake, hurricane, tornado, severe weather, pandemic or epidemic, public health emergency, war, terrorism, civil unrest, riot, insurrection, sabotage, embargo, governmental action or order, change in law, strike, labor stoppage, supply chain disruption, transportation delay, materials shortage, internet or telecommunications outage, cyberattack, or utility failure.

The party affected by a force majeure event will give prompt written notice describing the event, the expected duration, and the steps being taken to resume performance. Performance dates will be extended day-for-day for the duration of the force majeure event.

If a force majeure event continues for more than ninety (90) consecutive days, either party may terminate the affected engagement on written notice without further liability except for amounts due for work performed before termination.

Back to top

Term and Termination

These Terms remain in effect from the date you first accept them until terminated as provided here. Each engagement governed by a statement of work continues until completion or termination as set forth in the statement of work.

Either party may terminate an engagement immediately on written notice if the other party materially breaches the Agreement and fails to cure the breach within thirty (30) days after written notice describing the breach in reasonable detail. BDDI may terminate immediately without cure period if you fail to make any payment when due, become insolvent, file for bankruptcy protection, make an assignment for the benefit of creditors, or have a receiver appointed.

On termination, you must pay all amounts due for work performed and expenses incurred through the effective date of termination. Sections concerning intellectual property, confidentiality, indemnification, limitation of liability, dispute resolution, and any other provision that by its nature should survive will survive termination.

Back to top

Dispute Resolution and Arbitration

Informal Resolution. Before commencing any formal proceeding, the parties will attempt to resolve any dispute through good-faith negotiation between senior representatives. Either party may initiate this process by written notice describing the dispute and proposed resolution. If the dispute is not resolved within thirty (30) days, the parties will proceed to mediation.

Mediation. Any dispute not resolved through informal negotiation will first be submitted to non-binding mediation administered by JAMS or the American Arbitration Association under its Construction Industry Mediation Rules. Mediation will take place in Cheyenne, Wyoming, or by videoconference, at the parties’ option, and the parties will share the mediator’s fees equally.

Binding Arbitration. Any dispute not resolved through mediation within sixty (60) days will be finally resolved by binding arbitration administered by the American Arbitration Association under its Construction Industry Arbitration Rules (or, for non-construction disputes, its Commercial Arbitration Rules). The arbitration will be conducted by a single arbitrator unless either party requests a three-arbitrator panel for disputes exceeding one million dollars ($1,000,000), in which case three arbitrators will be appointed.

Seat and Governing Procedure. The seat of arbitration is Cheyenne, Wyoming. The arbitrator may sit in any location convenient to the parties, including by videoconference. The Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the agreement to arbitrate. The substantive law of the State of Wyoming, without regard to its conflicts-of-laws principles, governs the merits of the dispute.

Class Action Waiver. Each party waives any right to participate in a class, collective, consolidated, or representative arbitration or proceeding. Disputes will be resolved on an individual basis. The arbitrator has no authority to consolidate claims or to preside over a class proceeding.

Jury Trial Waiver. To the fullest extent permitted by law, each party waives any right to a jury trial in any judicial proceeding arising from or relating to these Terms.

Equitable Relief. Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief in any court of competent jurisdiction to prevent imminent harm pending the outcome of arbitration, including to enforce confidentiality obligations or protect intellectual property.

Statute of Limitations. Any claim must be brought within one (1) year of the date the claim accrued, or it is permanently barred, except where applicable law prohibits a contractual limitations period.

Back to top

Governing Law and Venue

These Terms are governed by the laws of the State of Wyoming, without regard to its conflict-of-laws provisions. To the extent any matter must be litigated rather than arbitrated, the exclusive venue is the state and federal courts located in Laramie County, Wyoming, and each party irrevocably submits to the personal jurisdiction of those courts.

For services rendered in any state where Wyoming choice-of-law would result in the loss of a non-waivable consumer or worker protection, the mandatory provisions of the local jurisdiction apply only to the extent required, and the remainder of these Terms remain in full force.

Back to top

Compliance with Law

Each party will comply with all federal, state, and local laws applicable to that party’s performance, including without limitation the Fair Housing Act, the Americans with Disabilities Act, the Occupational Safety and Health Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response Compensation and Liability Act (CERCLA), the Clean Water Act, the Clean Air Act, the National Environmental Policy Act (NEPA), the Real Estate Settlement Procedures Act, the Truth in Lending Act, the Equal Credit Opportunity Act, the Telephone Consumer Protection Act, the CAN-SPAM Act, state consumer-protection statutes, state real-estate licensing statutes, state contractor licensing statutes, and state and local building codes.

You will not request or instruct us to violate any applicable law, and we may refuse any instruction that would, in our reasonable judgment, cause us or you to violate the law.

Back to top

Marketing, Communications, and TCPA

By providing your contact information, you authorize us to communicate with you about your engagement and our services. You may opt out of marketing communications at any time by following the unsubscribe instructions in any commercial email or by replying STOP to any text message.

For automated calls and text messages, we follow the Telephone Consumer Protection Act, 47 U.S.C. § 227, and the rules of the Federal Communications Commission. We do not place automated calls or send marketing texts without prior express written consent. You may revoke consent at any time and we will honor the revocation within a reasonable period not to exceed ten (10) business days.

Email marketing complies with the CAN-SPAM Act. Each commercial email includes our physical address and an opt-out mechanism that we honor within ten (10) business days.

Back to top

Electronic Signatures and Records

You consent to receive notices, agreements, statements of work, and disclosures in electronic form, and to use electronic signatures pursuant to the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq. (the “E-Sign Act”), and the Uniform Electronic Transactions Act (“UETA”) as enacted in any applicable state. See our E-Sign Consent for details and your rights, including the right to withdraw consent.

Back to top

Privacy and Data Protection

Your use of our Site and services is also governed by our Privacy Policy, our Cookie Policy, and our Biometric Information Privacy Notice, each of which is incorporated by reference. Please review those documents to understand how we collect, use, disclose, and protect your personal information.

Back to top

Notices

Any notice required or permitted under these Terms must be in writing and is deemed given (a) when delivered personally, (b) one business day after being sent by nationally recognized overnight courier, (c) three business days after being sent by certified mail return receipt requested, or (d) when sent by email to the address most recently provided by the receiving party with confirmation of receipt.

Notices to BDDI must be sent to: Blue Diamond Development Inc., 1501 South Greeley Highway, Suite C-3022, Cheyenne, WY 82007, Attention: Legal Department, with a copy by email to derrick@bluediamonddevelopinc.com.

Back to top

Assignment

You may not assign or transfer these Terms or any rights or obligations under any statement of work without our prior written consent, except that you may assign on written notice to a successor in interest in connection with a sale of all or substantially all of your assets or equity, provided the successor agrees in writing to be bound by these Terms.

BDDI may assign these Terms in connection with a merger, acquisition, sale of substantially all of its assets, or internal reorganization without consent.

Back to top

Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Neither party has authority to bind the other except as expressly authorized in writing.

Back to top

Severability and No Waiver

If any provision of these Terms is held invalid or unenforceable by a court or arbitrator of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.

Failure to enforce any right under these Terms does not waive that right or any other right. A waiver is effective only if in writing and signed by the waiving party.

Back to top

Entire Agreement

These Terms, together with each statement of work, the Privacy Policy, the Cookie Policy, the Biometric Information Privacy Notice, the E-Sign Consent, and any other policy referenced on our Site, constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous oral or written agreements relating to that subject matter.

Back to top

Contact Us

If you have questions about these Terms, contact us:

Blue Diamond Development Inc.
1501 South Greeley Highway, Suite C-3022, Cheyenne, WY 82007
Phone: (888) 851-1477
Email: derrick@bluediamonddevelopinc.com

Back to top