Effective Date: 14 September 2024
BluestoneSEO LLC (“we,” “us,” “our,” or “Agency”) provides marketing, design, development, and SEO services through our website https://www.bluestoneseo.com. By using our website and services, you (“Client”) agree to the following Terms and Conditions (“Agreement”). We reserve the right to update this Agreement, and we will notify you of any material changes. You can review this Agreement at any time by clicking the “Terms of Service” link on our website.
1. Services and Scope of Work
We provide a range of marketing and SEO services, including design, development, and advertising through various channels. Specific details of the services we render will be documented in Statements of Work (SOWs) or Order Forms, which are considered amendments to this Agreement once both parties approve. All timelines and deliverables will be outlined in these documents.
2. Client Responsibilities
The Client agrees to provide all necessary information and materials BluestoneSEO requests to complete each SOW within agreed-upon time frames. This includes granting BluestoneSEO a limited license to use your trade names, trademarks, and service marks for the duration of the project.
3. Payment Terms
Payments for our services must be made as outlined in each SOW or Order Form. All invoices are due within seven (7) days of receipt. Payments not received within this period will incur interest at 20% per annum, or the maximum rate allowed by law. Disputes regarding invoices must be submitted in writing within the same 7-day period.
Payments can be made via credit card, ACH, or other methods we accept. Payments made via credit card may incur a convenience fee. Late payments may result in suspension of services, and access to deliverables may be withheld until full payment is received.
4. Refunds & Taxes
All payments are non-refundable. The Client is responsible for all applicable taxes, excluding BluestoneSEO’s income and business license taxes.
5. Intellectual Property
All materials provided by the Client, including content, trademarks, and other assets, are owned by the Client. BluestoneSEO retains ownership of proprietary tools, libraries, code, and content created during any project, but grants the Client a limited, revocable license to use them for the agreed-upon purposes.
All “Work Product” (i.e., inventions, designs, algorithms, deliverables, etc.) created as part of this Agreement will be the exclusive property of the Client. BluestoneSEO agrees that all Work Products will be considered “work for hire” under copyright law.
6. Confidentiality
Both parties agree to maintain the confidentiality of all proprietary information shared during the Agreement, and neither party will disclose such information without prior written consent, except as required to fulfill contractual obligations.
7. Indemnification
The Client agrees to indemnify and hold BluestoneSEO harmless from any claims, damages, or liabilities arising from:
- Content provided by the Client, including any intellectual property infringements.
- Breaches of this Agreement by the Client.
- Any claims related to unauthorized use of third-party rights.
8. Subcontracting
BluestoneSEO may engage third-party service providers or subcontractors to perform parts of the services under this Agreement. All third parties will be bound by the same confidentiality and security standards.
9. Warranties & Liability
We will use commercially reasonable efforts to deliver the services outlined in each SOW. However, we disclaim any warranties, including but not limited to warranties of merchantability or fitness for a particular purpose. Our liability is limited to the amount paid to BluestoneSEO by the Client under this Agreement, and we will not be held liable for any indirect, incidental, or punitive damages.
10. Termination
Either party may terminate this Agreement with thirty (30) days’ prior written notice if the other party materially breaches the Agreement and fails to remedy the breach. BluestoneSEO may terminate the Agreement at any time with fifteen (15) days’ notice.
Upon termination, both parties must return all confidential information. Any outstanding invoices must be settled, and BluestoneSEO reserves the right to withhold deliverables or materials until all dues are paid in full.
11. Independent Contractors
Both parties are independent contractors and this Agreement does not create a partnership, joint venture, or agency relationship.
12. Force Majeure
Neither party will be held liable for delays or failures in performance due to causes beyond their control, such as natural disasters, strikes, or government actions. If a force majeure event exceeds seventy-two (72) hours, the affected party must notify the other in writing.
13. Governing Law
This Agreement shall be governed by and interpreted under the laws of the State of Delaware. All disputes arising from this Agreement will be subject to the jurisdiction of Delaware state courts.
14. Non-Solicitation
During the term of this Agreement and for twelve (12) months thereafter, neither party shall solicit or hire employees of the other without prior written consent.
15. Entire Agreement
This Agreement, together with any applicable SOWs and Order Forms, constitutes the entire agreement between BluestoneSEO and the Client. Any changes must be in writing and signed by both parties.
By continuing to use BluestoneSEO’s services, you agree to these terms.
BluestoneSEO LLC
