Terms and Conditions* The following terms and conditions, the Order Confirmation, and any Change Order are collectively referred to as the “Agreement.”
Customer desires to use, and Business Local Listings (BLL) desires to provide to Customer, subject to the terms and conditions set forth in this Agreement, the services set forth in the Order Confirmation (each, a “Service” and together, the “Services”). This Agreement becomes effective on the date the “ACCEPT” button on the Order Confirmation is clicked (the “Effective Date”) and/or signed.
Capitalized terms used (a) in the Order Confirmation but not defined therein have the meaning set forth in these terms and conditions and
(b) in these terms and conditions but not defined in the sentence within which the term is used have the meanings set forth in the Order Confirmation or Paragraph 14 below. In consideration of the mutual covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Customer and BLL agree to the following:
1. BLL Local SEO and/or Social Media Marketing Service
The terms of this paragraph apply only if Customer has purchased the BLL Local SEO and/or Social Media Marketing Service. The BLL Local SEO and Social Media Marketing Service is a managed service. BLL will create content based on the Customer key phrases, and will distribute the content through the BLL Distribution Network, directories and article repositories. The BLL Local SEO and Social Media Marketing Service includes the application of “on site” and “off site” search engine optimization tactics designed to achieve a higher ranking for Customer’s website in search engine results and optimization for Customer’s business listing in Google maps/places. To the extent its website is not hosted on BLL’s servers, Customer will provide access to its website to enable BLL to perform said Service. BLL determines the Publication Date of the BLL Local SEO and Social Media Marketing Service. Customer acknowledges that search results and search engine rankings are influenced by several factors, and, unless expressly set forth in this Agreement, BLL does not guarantee any particular placement, position or rank for Customer’s website or business listing in any search results.
2. BLL Website Service
BLL will not begin your website until your logo, all required graphics, videos, and text are provided by the customer. If you need assistance, please call us at (813) 669-0411. We will not copy content from another website unless you have permission from the owner. If you would like us to provide content, graphics, and videos, we may do so for additional fees based on the amount of content required.
Payment Terms. Until payment is received in full, BLL owns the website design and any files created for the website. Once BLL has received payment in full, the website ownership is transferred to the Customer.
Even when you own all files that make up your website, a monthly hosting fee is required for your website to stay active. This is a fee separate from your initial setup cost, Social Media Marketing and Local SEO. This fee is required on a recurring monthly basis even after cancellation of ANY or ALL other services in order to keep your website online. Failure to continue to pay this monthly service fee will result in termination of service to your website.
Deadlines. BLL agrees to have Customer website completed no later than . This deadline can be reached only if the Customer has provided all necessary graphics, text content, and logins to BLL by . BLL shall not be held responsible for delays to site development arising out of Customer's delays in providing graphics, text, and logins to BLL.
If website is not completed by due to lack of Customer assistance, BLL may
a) Extend the project deadline or
b) Close the project and launch website with work completed, or
c) BLL will create a website using all content that has been provided, and will not be responsible for any refunds for work completed to meet the project deadline.
3. License
Customer hereby grants BLL and its designees a non-exclusive, irrevocable (during the Term), worldwide, transferable, sublicensable right and license, in connection with providing the Services, to (a) use, reproduce, mirror, distribute, modify, perform and display the Customer Content (or any portions thereof), (b) use Customer’s name and logo, (c) distribute the Ads and Customer Content to the BLL Distribution Network and (d) list, represent, register or establish accounts or keywords.
4. Ownership
Customer owns the Customer Content. As between BLL and Customer, BLL owns any content (other than Customer Content), templates, data or technology in connection with the Services. Customer will have full access and ownership to their website and profiles created on the internet i.e. Facebook, Google+, YELP and Foursquare. As long as there is a zero balance on the account.
5. Payment
Customer will pay BLL all amounts due under this Agreement, and Customer hereby irrevocably authorizes BLL to charge the credit card or other payment method provided for any such amounts when due.
Amounts due will be automatically charged, in advance, and are not refundable. If Customer’s credit card expires, Customer hereby gives BLL permission to submit the credit card charge with a later expiration date. If BLL suspends any Service due to non-payment by Customer, Customer agrees that it owes all amounts that would be due for the Commitment Period of the suspended Service as if such Service had not been suspended. The amount set forth on the Order Confirmation as the “Initial Charge” is due on the Effective Date.
The Monthly Sponsored Advertising Budget will be used as a result of clicks, calls or other placement or advertising services in connection with distribution of Customer’s Ads through the BLL Distribution Network. In any monthly billing cycle, BLL may use up to 110% of the Monthly Sponsored Advertising Budget. Any balance of the Monthly Sponsored Advertising Budget at the end of a monthly billing cycle, positive or negative, will be rolled over to the next monthly billing cycle, and any negative balance of the Monthly Sponsored Advertising Budget at the end of the last month of the BLL Sponsored Service is due at that time. If BLL does not receive timely payment of any amount due under this Agreement, Customer agrees to pay all amounts due pursuant to this Agreement upon demand and will reimburse BLL for all charges and fees BLL incurs in collecting payment.
6. Representations and Warranties
By continuing to use the Services under this Agreement, Customer represents and warrants throughout the Term and for any period thereafter that Customer continues to use BLL Service that (a) it has the full right, power and authority to grant the licenses and related rights granted herein and has acquired any and all third party clearances, permissions and licenses that are necessary in connection with BLL’s exercise of such rights and licenses, (b) the Customer Content is true and accurate, does not violate any law or regulation and is not misleading, defamatory, libelous or slanderous and (c) BLL’s use of the Customer Content in connection with providing the Services will not infringe upon or violate the rights or property interests of any third party. Customer will notify BLL in writing promptly if any of the foregoing representations and warranties becomes untrue.
7. Exclusivity
Customer agrees to pay premium rates for exclusivity. BLL will not work with any other company for the same keywords and key phrases defined in the order. Customer also agrees not to work with any other company providing similar "services".
8. Indemnification
Customer agrees to indemnify, defend and hold harmless BLL, its successors, officers, directors, employees, designees and agents (the “Indemnified Parties”) from and against any and all claims, actions, demands, costs, losses liabilities, penalties, damages and expenses (including reasonable legal and accounting fees) (“Claims”) relating to or arising from the Customer Content, Customer’s use of the Services, or breach (or alleged breach) of Customer’s representations, warranties and covenants under this Agreement. If Customer is a Covered Entity under The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), Customer waives any Claims it may have against BLL arising out of or in connection with HIPAA requirements and agrees to indemnify and hold harmless the Indemnified Parties against any and all Claims that are related to or arise from failure to comply with HIPAA requirements.
9. Disclaimers
THE SERVICES AND BUSINESS LOCAL LISTINGS DISTRIBUTION NETWORK ARE PROVIDED ON AN “AS IS” BASIS. UNLESS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUSINESS LOCAL LISTINGS MAKES NO, AND EXPRESSLY DISCLAIMS ANY, REPRESENTATION, WARRANTY, CONDITION OR GUARANTEE OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, OR OTHERWISE WITH RESPECT TO THE SERVICES OR THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE THEREOF. BLL IS NOT PERMITTED TO PROVIDE, AND DOES NOT PROVIDE, LEGAL ADVICE, AND CUSTOMER IS SOLELY RESPONSIBLE FOR COMPLIANCE OF THE ADS AND ADVERSITE WITH ALL LOCAL, STATE AND FEDERAL LAWS AND REGULATIONS AND PROFESSIONAL RULES AND REGULATIONS APPLICABLE TO THE CUSTOMER. RECORDED CALLS MAY NOT MEET HIPAA REQUIREMENTS AND MAY NOT BE PRIVILEGED UNDER APPLICABLE LAW.
10. Limitations
BUSINESS LOCAL LISTINGS WILL NOT BE LIABLE TO CUSTOMER (NOR TO ANY PERSON OR ENTITY CLAIMING RIGHTS DERIVED FROM CUSTOMER’S RIGHTS) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING COST OF COVER, LOST REVENUES OR PROFITS OR LOSS OF BUSINESS OR DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER BLL WAS ADVISED, HAD OTHER REASON TO KNOW, OR KNEW OF THE POSSIBILITY THEREOF. CUSTOMER SHALL HAVE NO RECOURSE AGAINST BLL OR ITS DESIGNEES FOR ANY ALLEGED OR ACTUAL INFRINGEMENT OF CUSTOMER’S PROPRIETARY RIGHTS BY THIRD PARTIES OR FOR LOSS OR HARM DUE TO UNAUTHORIZED USE OF CUSTOMER’S ADS OR ADVERSITE BY THIRD PARTIES. IN ANY EVENT, BLL’S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER THE CAUSE OF ACTION ARISES IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO BLL HEREUNDER WITHIN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
11. Taxes
Customer understands and agrees that portions of the charges made under this Agreement may be for items or services that are subject to sales or other transfer taxes for which Customer shall be liable, and Customer agrees that BLL may make allocations of the base purchase prices under this Agreement to the taxable items or services provided to Customer and charge Customer such taxes in addition to the other base pricing provided for under this Agreement. Customer agrees to timely pay such tax charges by the same payment due dates as the charges for the items or services that are subject to tax. In the event BLL fails to timely charge sales or other transfer taxes it may, after the fact, charge Customer applicable taxes, and Customer agrees to pay such charges within 30 days of receipt of invoices therefore.
12. Termination of Agreement; Cancellation and Suspension of Services
This Agreement shall become effective on the Effective Date and shall remain in effect until terminated. Once the Commitment Period for a particular service has ended, (a) the term of such service will continue month to month thereafter, and Customer will be billed the applicable monthly fees on a monthly recurring basis.
BLL may terminate this agreement for the following reasons:
• Services will be suspended when payment is not received within 10 days after due date.
• The agreement will be terminated when payment is not received within 30 days after the due date or two consecutive late payments.
• If the Go-Live Date or Publication Date, as applicable, has not occurred within 60 days of the date Customer agreed to purchase the Services as a result of Customer delay, then BLL may cancel the Services without refund.
• Failure to comply with this agreement within 10 days of written notice of violation.
• If BLL terminates the agreement for any of the above reasons prior to the end of the commitment date, BLL may pursue available legal remedies including recovery of legal fees as defined in section 13 of this agreement.
Customer may terminate this agreement for the following reasons:
• Once the commitment period has ended, the customer may cancel the agreement with 30 days advanced written notice.
• BLL fails to provide services as described in this agreement and the failure is not corrected within 10 days of written notice.
The provisions of Paragraphs 4-11, Paragraphs 3-15, and this sentence shall survive the termination of this agreement.
13. General
This Agreement (a) is governed by the laws of the State of Florida, excluding its conflict of laws principles, (b) may be amended only in a writing signed by both parties or by BLL e-mailing revised terms and conditions to Customer or posting revised terms and conditions in Customer’s BLL account and (c) constitutes the complete and entire expression of the agreement between the parties, and supersedes any and all other representations, warranties and agreements, whether written or oral, with respect to the subject matter hereof. The exclusive venue for any dispute relating to this Agreement shall be Tampa, Florida and Customer hereby waives any jurisdictional, venue or inconvenient forum objections thereto. BUSINESS LOCAL LISTINGS AND CUSTOMER EXPRESSLY WAIVE ANY RIGHT TO A JURY TRIAL. Prior to initiating any legal action, the initiating party shall give the other party 60 days written notice of its intent to file an action. BLL will provide such notice by e-mail to Customer’s provided e-mail address on file with BLL, and Customer must provide such notice by e-mail to manny@businesslocallistings.com. During such notice period, the parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement.
Failing such amicable settlement and expiration of the notice period, any controversy, claim, or dispute arising under or relating to this Agreement shall finally be settled in a court of competent jurisdiction as set forth herein. BLL may assign this Agreement, in whole or in part, and the parties’ rights and obligations will bind and inure to the benefit of their respective successors and permitted assigns. These terms shall be severable and construed to the extent of their enforceability in light of the parties’ mutual intent.
Section headings are provided for reference purposes only and in no way define, limit, construe or describe the scope or extent of any section. For the avoidance of doubt, BLL is an independent contractor of Customer and does not have the authority to make any commitment of any kind that is binding on Customer. Customer expressly agrees that any varying or additional terms contained in any purchase order or any other written notification or document issued by Customer in relation to the Services shall be of no effect and may be accepted for administrative convenience only.
14. Electronic Contract
This Agreement is an electronic contract that sets out the legally binding terms of the Services. Customer (or its authorized agent) indicates acceptance of this Agreement by clicking on the “ACCEPT”
button. This action creates an electronic signature that has the same legal force and effect as a handwritten signature on a written contract under any applicable law or regulation, and is equally binding. By clicking on the “ACCEPT” button, Customer (or its authorized agent) acknowledges reading and accepting this Agreement and represents, warrants and agrees that Customer (or its authorized
agent) has the power, authority and legal right to enter into this Agreement on behalf of Customer.
15. Defined Terms
(1) “Articles” means advertisements created by BLL with information about Customer’s business. (2) “Commitment Period” for a Service means the portion of the Term during which Customer may not cancel that Service. (3) “Customer Content” means any content of Customer used by BLL in providing the Services, including the content of Customer’s website that BLL uses to create a Mirror Site and any third party logos (e.g., society memberships). (4) “Go-Live Date” means the date that Customer’s account is active and its Ads are being distributed over the BLL Distribution Network. (5) “Publication Date”
means the date that either (i) if BLL hosts the website, Customer’s website is published by BLL or (ii) if BLL does not host the website, BLL has implemented its tracking codes on Customer’s website. (6) “Term” has the meaning set forth in Paragraph 12. (7) “BLL Distribution Network” means the network of advertising channels through which BLL distributes the Ads, including (i) Google (the “Google Network”), (ii) all other advertising channels (the “BLL
Network”) and (iii) all other forms of media, applications, and devices.(8)"services"means companies that have weighting factors defined in Search Engine Optimization or Search results.
