GENERAL TERMS AND CONDITIONS
This agreement is between Customer, referred to below as "Customer", and Blackwood Industries, Inc., referred to below as "Blackwood.”
Blackwood will not divulge information related to the personal or financial affairs of Customer to any third party unless Customer instructed to do so by Customer.
Customer agrees that Blackwood makes no claims, nor guarantees regarding Customer’s number of visitors, or sales the web site may generate and will not be held liable. Customer agrees that Blackwood makes no claims nor guarantees that Customer’s keywords or keyword phrases will appear or be added on all major search engines and directories.
Customer agrees to upload necessary optimized pages and/or submission pages files created by Blackwood to Customer’s web site, or to provide Blackwood with access to web site files via ftp or equivalent and shall hold Blackwood harmless for liability in the event of accidental data loss, corruption, and/or deletion.
Blackwood shall not be responsible for delays or failure of performance resulting from Internet Service Provider delivery problems or failure, or any communication or delivery problems associated with Customer's order details, such as incorrect email address or URL address. Due to any reasons beyond our control that causes Customer order not to be completed within the said maximum timeframe, either due to problem router systems, internet downtimes or extreme congestion.
Blackwood shall not be responsible for acts or causes beyond its control, including but not limited to: acts of God, strikes, lockouts, communications line or equipment failures, power failures, earthquakes, or other disasters.
Customer will not engage in any conduct that in the discretion of Blackwood restricts or inhibits any other person from using or enjoying the Service. Customer agrees to use the Service only for lawful purposes. Customer are prohibited from posting on or transmitting through the Service any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, racially, ethnically or otherwise objectionable material of any kind, including, but not limited to, any material which encourages conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any applicable local, state, national or international law.
Blackwood will not work with the following websites: Adult content; Gambling related websites; Pharmaceutical related; High yield investment programs; Content that infringes intellectual property; Foreign language (to date, we only offer our services to English sites.)
The Customer agrees that for purposes of venue, regardless of physical locations, Customer and Blackwood Agreement will be entered into in San Diego, US and any dispute or action relating to this agreement will be litigated or arbitrated in San Diego, US and the Customer irrevocably consents to the jurisdiction of such courts. This Agreement shall be governed interpreted and enforced in accordance with the laws of the State of California and the Federal Laws of the United States of America.
By using the Service, Customer agrees to be legally bound and to abide by the Terms of Service, just as if Customer had signed this Agreement. If Customer does not comply and/or continue to comply with the Terms of Service, Blackwood may terminate Customer right to access the service.
LIMITATION OF LIABILITY:
Customer agrees that service is provided "as-is" without any warranties of any kind, express or implied. Neither Blackwood nor any of its officers, employees, agents, information providers, licensors, licensees, attorneys, consultants or third party contractors, make any warranty or representation whatsoever regarding the services or any aspect of its use by Customer. Blackwood hereby disclaims on behalf of itself and all its officers, employees, agents, information providers, licensors, licensees, attorneys, consultants or third party contractors any and all warranties, including without limitation any warranties regarding the accuracy and availability of content, products or services, and warranties of title or merchantability. Further, Blackwood will not have any liability for any losses arising because its service is not operational or accessible.
Notwithstanding the security precautions taken against disclosure of information, there are certain conditions that exist on the Internet generally which are outside Blackwood’s control and could result in a breach of security. Customer hereby expressly waives any claim against Blackwood arising out of the loss of data through corruption, piracy, and breach of security or for any other reason.
GOOGLE LOCAL PLACES DISCLAIMERS AND CONDITIONS:
The Blackwood Industries Local Search Services Package includes the following features: Creation and submission of your Google Profile; 10 keywords ranked on the first page of Google Maps relevant to your specific industry; Upload up to 10 pictures and testimonials to your Google Profile; Video Marketing.
All SEO key phrases are subject to availability & Blackwood approval. Local Search Services is a month to month agreement. Customer understands and agrees that Customer’s account will be charged the negotiated amount upon agreement and again every month as an ongoing monthly fee until cancelled by Customer. This Agreement makes neither representation nor guarantees that it will generate web traffic, or new customers for Customer. All sales are final. Company is not responsible for any temporary loss of position caused by Google technical downtime or system upgrades in its systems or services. The provision of all key phrases is at the discretion of Google’s final approval.
Monthly Renewal Fees are due one month from the effective date (as approved by the Authorized signatory), and every month thereafter, until cancelled in writing by the customer. The recurring monthly billing amount will be charged to Customer via automatic debit from Customer’s bank account or charged to Customer’s credit card, whichever Customer designates at the time of sale.
SEO/SEM DISCLAIMERS AND CONDITIONS:
Search Engine Optimization (SEO) work and Search Engine Marketing (SEM) are services offered collectively by Blackwood and each are subject to the individual agreement reached with each Customer.
SEO work is governed by many factors which are outside direct control Blackwood - no reputable SEO company can guarantee particular results. Blackwood however guarantees improvement provided in a Customer’s website organic search engine results provided all of Blackwood advice is followed. Ranking results will be performed once per month. Results are based on listings on Google, Yahoo! and Bing results.
Customer website's ranking with a particular Search Term will rely on both the relevancy of that term on Customer pages, and the popularity of that term on other websites. Both SEO set up and updates will most likely require FTP access to the website and its content management system or a contact email address for someone who will upload changes as requested.
Customer website should be hosted on a reliable server, based in the country of Search Engine interest, with constant availability, for optimum results. Should Blackwood recommend changing Customer host or server, this is to protect the interests of Customer website's ranking within the Search Engines. Blackwood cannot be held responsible for slipping or unsatisfactory Search Engine Ranking results if SEO suggestions have not been followed.
For the purposes of receiving professional SEO services, Customer agrees to provide the following: Administrative/backend access to the website for analysis of content and structure; Permission to make changes for the purpose of optimization, and to communicate directly with any third parties, e.g., Customer web designer, if necessary; Unlimited access to website traffic statistics, if established, for analysis and tracking purposes; an email address for the purpose of requesting links (something like firstname.lastname@example.org); Authorization to use Customer pictures, logos, trademarks, web site images, pamphlets, content, etc., for any use as deemed necessary by Blackwood for search engine optimization purposes. If Customer’s site is lacking in textual content, Customer will provide additional text content in electronic format for the purpose of creating additional or richer web pages. Blackwood can create site content at additional cost to the Customer.
Blackwood is not responsible for any undoing of SEO work by the merchant or any other third party. Redoing SEO work is charged at $250 U.S. per hour.
WEB SITE DESIGN DISCLAIMERS AND CONDITIONS:
Blackwood will work with Customer and Customer agrees to work with Blackwood to complete the services in a timely manner. If the Customer fails to supply Blackwood with full content for website design or fails to work with the website design liaison via email and phone, Blackwood retains the right to put the Customer’s file on hold or permanent cancelation. There are no refunds for services performed.
Upon final approval of all changes to the website design mockup, Blackwood will ask the Customer to sign a Completion Approval letter and return such letter to Blackwood. The website design service is complete upon final payment, which will be processed after receipt of the signed Completion Approval letter. After final payment is processed, the website design will be provided to Customer by publishing, electronic transfer of files, or physical media. The Customer understands hosting and maintenance are not a part of the website design package and is a separate, fee-service. Hosting and maintenance services require a separate agreement between Blackwood and Customer. The Customer maintains full responsibility for the use and functionality of the website design after website design delivery.
The Customer guarantees that any text, graphics, verbiage, designs, trademarks, photos, or other art or design is provided to Blackwood for the website design service are owned by the Customer, or alternatively that the Customer has full permission from the true owner to use these items, and will hold harmless, protect and defend Blackwood and its employees, owners, members, independent contractors, and/or subcontractors from any claim or lawsuit arising from the use of such items furnished by the Customer.
The Customer agrees that the Customer is fully responsible for complying with electronic commerce laws, any applicable taxes, and will hold harmless, protect, and defend Blackwood and its employees, owners, members, independent contractors and subcontractors from any claim, suit, penalty, or tax arising from the Customer's use of Internet electronic commerce.
Blackwood does not guarantee that the website design will be uninterrupted or error-free. The entire risk as to the quality and performance of the website design lies with the Customer. In no event will Blackwood be liable to the Customer or any third party for any damages, including, but not limited to service interruptions caused by Acts of God or any other circumstances beyond our control, any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate this website design, failure of any service provider, of any telecommunications provider, of any Internet servers, Customer or site visitor's computer or Internet software.
NOTE: CUSTOMER SIGNATURE ON A PRINTED COPY OF THIS AGREEMENT IS NOT REQUIRED. CUSTOMER USE OF OUR SERVICES AND/OR PAYMENT SHALL CONSTITUTE A VIRTUAL SIGNATURE, HAVING THE SAME FORCE AND EFFECT AS IF CUSTOMER HAD ACTUALLY SIGNED A PRINTED COPY OF THIS AGREEMENT.