Online Marketing Terms & Conditions

 

STANDARD TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES THESE TERMS AND
CONDITIONS APPLY TO ALL BOLT MEDIA SERVICES PRODUCTS AND SERVICES UNLESS
OTHERWISE EXPRESSLY STATED TO THE CONTRARY. BOLT MEDIA SERVICES may vary these
conditions or any provision of them at any time upon giving the client not less
than 30 days prior notice of any such changes, save that BOLT MEDIA SERVICES
shall have the right to vary any provision of these conditions without giving
notice to the client where such change in necessary to comply with any
statutory, regulatory or insurance requirement. 1. INTERPRETATION

1.1. In these Conditions, unless the context otherwise requires, the
following expressions shall have the following meanings: “Agreement” means any
agreement between BOLT MEDIA SERVICES and the Client for the provision of the
services, incorporating these Conditions and the terms contained in the
relevant service plan; “Application” means a BOLT MEDIA SERVICES application
form for the provision of the services to be signed and submitted by the client
to BOLT MEDIA SERVICES; “Charges” means BOLT MEDIA SERVICES’s charges for the
services as detailed in the application; “Client” means the person, firm or
company whose Application is accepted by Search First; “Conditions” means these
terms and conditions; “Internet” means the worldwide TCP/IP (Transmission
Control Protocol/Internet Protocol) network formed of an interconnection of
companies, organizations and institutions, private and public networks;
“Keywords” means the words or phrases selected by the client which are used to
search for the website on internet search engines; “BOLT MEDIA SERVICES” means BOLT
MEDIA SERVICES of 3200 Guasti Rd, Ontario CA; “Service Plan” means a BOLT MEDIA
SERVICES Document (including in its electronic form) as in force from time to
time which contains a description of the services, and which may set out
additional terms and conditions; “Website” means the Client’s website as
specified on the application. “Optimization” indicates any service in which
includes SEO. opto, web opto, search engine optimization, search engine
marketing and SEM within the Service Plan description or name

1.2. 1.2 In these Conditions except where the context requires otherwise:

1.2.1. References to any statute or statutory provision shall, unless the
context otherwise requires, be construed as a reference to that statute or
statutory provision as from time to time amended, consolidated, modified,
extended, re-enacted or replaced;

1.2.2. References to the masculine include the feminine and the neuter and
to the singular include the plural and vice versa as the context admits or
requires;

1.2.3. Clause headings are for ease of reference and do not form part of nor
shall they affect the interpretation of these conditions. Terms &
Conditions i1.3. References to each party include its permitted assigns and
successors by operation of Law.

1.4. The words “include” or “including” shall be construed without Limiting
the generality of any preceding words.

2. APPLICATION OF TERMS

2.1. Subject to any variation under condition 2.4 any Agreement will be on
these Conditions and the terms contained in the Application and Service Plan to
the exclusion of all other terms and conditions set out or referred to in any
document or other communication used by either party in concluding such an
Agreement.

2.2. In the event of any conflict or inconsistency between these conditions
and the terms contained in the Application and service plan then the priority
of these documents shall be: (a) Application (b) Service plan (c) these
conditions.

2.3. No terms or conditions endorsed upon, delivered with, or contained in
the Clients purchase order, confirmation of order, specification or other
document will form part of the Agreement.

2.4. These conditions apply to the provision of all BOLT MEDIA SERVICES’s
Services and any variation to these conditions and any representations about
the services shall have no effect unless expressly agreed in writing and signed
by a director of BOLT MEDIA SERVICES. Nothing in this condition will exclude or
limit the company’s liability for fraudulent misrepresentation.

2.5. Each Application shall be deemed to be an offer by the Client to
receive Services subject to these Conditions.

2.6. No Application shall be deemed to be accepted by BOLT MEDIA SERVICES
until written confirmation of the Application is issued by BOLT MEDIA SERVICES.

2.7. Any quotation is given on the basis the no agreement will come into
existence until BOLT MEDIA SERVICES dispatches confirmation of the Application
to the Client. Any quotation is valid for a period of 30 days only from it’s
date, provided that BOLT MEDIA SERVICES has not previously withdrawn it.

3. TERM

3.1. Any agreement shall commence on the date of acceptance by BOLT MEDIA
SERVICES of the Application by the Client and shall continue for an initial
period of 12 months and annually thereafter unless and until terminated by
either party on giving to the other 30 days written notice, such notice to
expire no earlier than the end of the initial period.

4. SUPPLY AND DELIVERY OF THE SERVICES

4.1. BOLT MEDIA SERVICES shall provide the services using all reasonable
care and skill in accordance with these conditions and the terms contained in
the Application and relevant Service Plan. Any dates specified by BOLT MEDIA
SERVICES for delivery of the Services and intended to be an estimate and time
for delivery shall not be made of the essence by notice. If no dates are so
specified, delivery will be within a reasonable time.

4.2. BOLT MEDIA SERVICES reserves the right, in its sole discretion, to
refuse to submit any keywords and to review existing Keywords from time to
time.

5. CLIENT’S OBLIGATIONS

5.1. The Client shall:

5.1.1. Be responsible for the selection of the services and for the results
obtained from them; Terms & Conditions ii5.1.2. Ensure that the terms of
its Application and any applicable specification are complete and accurate;

5.1.3. Supply BOLT MEDIA SERVICES with all such information and material as BOLT
MEDIA SERVICES may reasonably require in order to provide the services;

5.1.4. comply with all reasonable instructions from BOLT MEDIA SERVICES.

5.1.5. Pay the charges in accordance with condition 6 below;

5.1.6. Not attempt to gain unauthorized access to any part or component of
the Services

5.1.7. Not use or permit others to use the Services for any improper,
immoral, fraudulent or unlawful purposes or process or permit others to process
material which is offensive, obscene, pornographic, defamatory, menacing or
which may (in Search First’s judgement) cause annoyance or anxiety to any
person or bring BOLT MEDIA SERVICES or the other Services into disrepute, or
process or permit others to process any message or virus which causes or is
likely to cause harm to BOLT MEDIA SERVICES, Search First’s Clients, or any
third parties’ systems, or to transmit any unsolicited advertising material;

5.1.8. Comply with all applicable legal and regulatory requirements and any
applicable licenses;

5.1.9. Not use the Services in a way which could cause it to be interrupted,
damaged or otherwise impaired or which violates BOLT MEDIA SERVICES’s rights
(including intellectual property rights) or those of any third party (including
but not limited to copyright, trademarks, confidence, privacy or other rights);

5.1.10. Be responsible for any content or material the client processes
using the Services; and

5.1.11. Not knowingly intercept or attempt to intercept any message that
passes over BOLT MEDIA SERVICES’s System or attempt to access any unauthorized
component of the Services.

5.2. The Client warrants that it has legal capacity and authority to enter
into an Agreement with BOLT MEDIA SERVICES.

6. CHARGES

6.1. The Client shall pay the Charges in accordance with the terms and dates
specified on the application.

6.2. All Charges are exclusive of Value Added Tax and any other applicable
Purchase tax, import and all other duties, for which the Client shall be
additionally liable at the applicable rate from time to time

6.3. Subject to payment terms set out in the Application or as otherwise
agreed between the parties in writing from time to time, the Charges and any
additional sums payable shall be paid by the Client (together with any
applicable Value Added Tax, and without any set-off or other deduction) to BOLT
MEDIA SERVICES in accordance with the payment terms set out in the Application,
either in advance of receiving the Services or, where an invoice is raised by BOLT
MEDIA SERVICES on the Client, within 7 days of the date of each invoice.

6.4. Time for payment shall be of the essence.

6.5. No payment shall be deemed to have been received until BOLT MEDIA
SERVICES has received cleared funds

6.6. All payments payable to BOLT MEDIA SERVICES under the agreement shall
become due immediately upon termination of the relevant Agreement despite any
other provision.

6.7. The Client shall be entitled to raise a query as the correctness of an
invoice within 5 days of receiving the relevant invoice. Where any part is
disputed by Client, the undisputed Terms & Conditions iiipart shall only be
paid, with the balance, if any, to be paid following resolution of the dispute
which shall be dealt with following the procedures set out in condition 18.1.

6.8. The Client is responsible for notifying BOLT MEDIA SERVICES of all
billing address changes.

6.9. BOLT MEDIA SERVICES shall be entitled at any time and from time to time
to I increase all or any of the Charges by giving the Client not less than 30
days’ prior written notice.

7. DATA BACKUP

7.1. Whilst BOLT MEDIA SERVICES shall use its reasonable endeavors to ensure
that backup copies of the website and all Client data contained in the website
are made at reasonable intervals, the Client shall be solely responsible for
the backup of such data and BOLT MEDIA SERVICES shall not be liable for any
damages, loss, costs or other expenses arising out of or in connection with any
loss of data by the Client which are due to the failure of the Client or BOLT
MEDIA SERVICES to back up such data.

7.2. The Client may be charged a nominal fee if the Client or any person
acting on the Client’s behalf overwrites the work carried out by BOLT MEDIA
SERVICES.

8. TERM AND TERMINATION.

8.1. Either party may terminate the agreement governed by these Conditions
with immediate effect on written notice if the other party (the “Defaulting
Party”):

8.1.1. Commits a material breach or persistent breaches of these Conditions
and (in the case of a breach or breaches which is or are remediable) fails to
remedy the same within 30 days of receiving a written notice specifying the
nature of the breach and requiring the same to be remedied; or

8.1.2. becomes or is deemed to be bankrupt or insolvent or is unable to pay
its debts (within the meaning of the insolvency act 1986) or (except for the
purposes of a genuine amalgamation or reconstruction) a petition is presented
or meeting convened or resolution passed for the purpose of winding up the
Defaulting Party or the Defaulting Party enters into a liquidation whether
compulsorily or voluntarily or compounds with its creditors generally or has a
receiver, administrator or administrative receiver appointed over all or any
part of its assets or the Defaulting Party ceases to carry on all or a
substantial part of its business.

8.2. Notwithstanding any of its other remedies under these Conditions BOLT
MEDIA SERVICES shall, at its sole discretion, have the right to suspend the
Services at any time if:

8.2.1. The termination of the agreement (for whatever reason) shall not
affect the respective rights and liabilities of each of the parties accrued
prior to such termination.

9. CONSEQUENCES OF TERMINATION

9.1. Upon the termination of the agreement for any reason whatsoever:

9.1.1. BOLT MEDIA SERVICES may cease to promote the Website with immediate
effect; and each party shall on request promptly return any documents or papers
relating to the business of the other party (including any of the other party’s
Confidential Information) which it then has in its possession or control.

9.1.2. BOLT MEDIA SERVICES may require that You remove any copyrighted
content, created by BOLT MEDIA SERVICES, from Your Website at the earliest
possible opportunity where the service is, or includes elements of,
Optimization.

9.1.3. There shall be no refund of any element of the Charges; and Terms
& Conditions iv9.1.4.all provisions of these Conditions which in order to
give effect to their meaning need to survive termination of the agreement shall
remain in full force and effect thereafter.

10. BOLT MEDIA SERVICES’S LIABILITY

10.1. Nothing in these Conditions shall exclude or in any way limit BOLT
MEDIA SERVICES’s Liability for fraud, or for death or personal injury caused by
its negligence, or any other liability to the extent the same may not be
excluded or limited as a matter of law.

10.2. BOLT MEDIA SERVICES will endeavor to provide the Services in a timely
manner but (in particular where BOLT MEDIA SERVICES is dependent on another
operator to provide the Service and or/due to technical reasons) cannot
guarantee to do so and BOLT MEDIA SERVICES will not be liable for any direct,
indirect or consequential loss (all three of which terms include, without
limitation, loss of profits, loss of business, depletion of goodwill and like
loss), costs, damages, charges or expenses caused directly or indirectly for
any delay in the provision of the Services. The Client further acknowledges
that BOLT MEDIA SERVICES shall in no way be held liable for any service outage
or disruption that occurs as a result of any of BOLT MEDIA SERVICES’s
suppliers’ failure to provide a service. For clarification, if any of BOLT
MEDIA SERVICES’s suppliers enters administration, liquidation, is wound up or
for any reason fails to provide a Service to BOLT MEDIA SERVICES that impacts
the Client, BOLT MEDIA SERVICES shall not be held liable. In the event BOLT
MEDIA SERVICES selects an alternative supplier in order to restore the Services
to the Client.

10.3. Subject to condition 10.1 BOLT MEDIA SERVICES shall not be liable
under or in connection with these conditions or any collateral contract for any
loss of income, loss of data, loss of anticipated savings, loss of profits or
contracts or for any indirect or consequential loss or damage of any kind
howsoever arising and whether caused by tort (including negligence), breach of
contract otherwise.

11.INTELLECTUAL PROPERTY RIGHTS

11.1. The Client warrants that it has obtained for itself and for BOLT MEDIA
SERVICES all Necessary consents, approvals and licenses for use of the Website
and Keywords (together the “Content”).

11.2. In the event that the use of the Content infringes the intellectual
property rights of Any third party, the Client will immediately replace the
infringing part at its own expense with non-infringing material.

11.3. The Client agrees to indemnify and keep BOLT MEDIA SERVICES
indemnified and Defend it at its own expense from and against:

11.3.1. any and all claims that the Content or any act or omission by the
Client, its employees, agents and representatives infringes any copyright, trade
mark or other intellectual property rights of any third party;

11.3.2. any infringement by the Client, its employees, agents and
representatives of Search First’s intellectual property rights howsoever
arising and shall compensate Search First for any loss, damages and other
expenses arising out of or in connection with such infringement.

11.4. You, the Client, accept all responsibility for the safeguarding of any
content created as part of the Optimization services and agree to

11.4.1. neither pass on the content to a third party nor allow a third party
to use this content within the bounds of your own Website or related
publications and stationery and Terms & Conditions v11.4.2.agree to ensure
that BOLT MEDIA SERVICES are satisfied that the Optimisation content is no
longer available on your Website or stored electronically upon termination of
your Service Agreement with BOLT MEDIA SERVICES.

12. FORCE MAJEURE

12.1. Neither party shall be liable for any delay in performing or failure
to perform its obligations hereunder to the extent that and for so long as the
delay or failure results from any cause or circumstance whatsoever beyond its
reasonable control (an “event of force majeure”), provided the same arises
without the fault or negligence of such party and the affected party notifies
the other party within two (2) working days of becoming aware of the same of
such event of force majeure and the manner and extent to which its obligations
are likely to be prevented or delayed, and provided also that the occurrence of
any such event of force majeure shall not have the effect of discharging or
postponing the affected party’s payment obligations thereunder.

12.2. If any event of force majeure occurs, the date(s) for performance of
the obligation(s) affected shall be postponed for so long as it is made
necessary by the event of force majeure provided that if any event of force
majeure continues for a period of or exceeding 30 days, the non-affected party
shall have the right to terminate any Agreement governed by these Conditions
forthwith on written notice to the affected party. Each party shall use its
reasonable endeavours to minimise the effects of any event of force majeure.

13. CONFIDENTIAL INFORMATION AND SECURITY

13.1. All information, drawings, specification, documents, contracts, design
material and all other data , which either party may have disclosed and may
from time to time disclose to the other party relating to its business,
clients, prices, services, requirements, the Website, the Services and these
Conditions, including and technical specifications (the “Confidential
Information”), are proprietary and confidential to the disclosing party.

13.2. Each party hereby agrees and undertakes to the other that it will use
such Confidential Information and all other data solely for the purposes of
these Conditions and it will not, at any time during or at any time after the
completion, expiration or termination of any Agreement use or disclose the same
whether directly or indirectly, to any third party without the other party’s
prior written consent.

13.3. Each party further agrees and undertakes that it will not itself or
through any subsidiary or agent use, sell, license, sub-license, create,
develop or otherwise deal in any Confidential Information supplied to it by the
other party or obtained while performing any Agreement.

13.4. Each party will ensure that each of its employees, agents, or
sub-contractors will comply with the provisions contained within this condition
14.

13.5. The provisions of this condition 14 do not apply to any confidential
information or data which:

13.5.1. is or becomes freely available in the public domain through no
default of the receiving party; or

13.5.2. is required to be disclosed by any court of competent jurisdiction
or statutory or regulatory authority; or

13.5.3. is received from a third party which owes no duty of confidentiality
in respect of such information.

Terms & Conditions vi14. DATA PROTECTION

14.1. Each party shall for the duration of any agreement governed by these
conditions Comply with the provisions of the Data Protection Act 1998,
(including the data protection principles set out in that Act) and any similar
or analogous laws, regulatory requirements or codes of practice governing the
use, storage or transmission of personal data and shall not permit anything to
be done which might cause or otherwise result is a breach by either party of
the same.

15. NOTICES

15.1. Except as expressly stated herein to the contrary, all notices and
other communications required or permitted to be given under these Conditions
shall be in writing and shall be delivered or transmitted to the intended
recipient’s address as specified above or such other address as either party
may notify to the other for this purpose from time to time. Any notice shall be
treated as having been served on delivery if delivered by hand, two working
days after posting if sent by pre-paid registered mail, on delivery if sent by
courier and on confirmation of transmission if sent by facsimile or email.

16. ASSIGNMENT AND SUB-CONTRACTING

16.1. Either party hereto may only assign any agreement in whole or in part
to any third party with the prior written consent of the other party (such
consent not to be unreasonably withheld or delayed). For the avoidance of
doubt, BOLT MEDIA SERVICES may and shall, as it deems fit, sub-contract part or
all of its obligations under these Conditions.

17. GENERAL

17.1. The failure of either party to enforce or to exercise at any time or
for any period Of time any term of or any right pursuant to these Conditions
does not constitute, and shall not be construed as, a wavier of such term or
right and shall in no way affect that party’s right later to enforce or to
exercise it.

17.2. If any term of these Conditions is found to be illegal, invalid or
unenforceable under any applicable law, such term shall, insofar as it is
severable from the remaining terms, be deemed omitted from these Conditions and
shall in no way affect the legality, validity or enforceability of the
remaining terms.

17.3. These Conditions contain all the terms agreed between the parties
regarding its subject matter and supersede any prior agreement, understanding
or arrangement between the parties, whether oral or in writing. No
representation, undertaking or promise shall be taken to have been given or be
implied from anything said or written in negotiations between the parties prior
to any agreement governed by these Conditions except as expressly stated in
these Conditions. Neither party shall have any remedy in entering into the
agreement (unless such untrue statement was made fraudulently) and that party’s
only remedies shall be for breach of contract as provided in these Conditions.

17.4. The relationship of the parties is that of independent contractors
dealing at arm’s length. Except as otherwise stated in these Conditions,
nothing in these conditions shall constitute the parties as partners, joint
ventures or co-owners, or constitute either party as the agent, employee or
representative of the other, or empower either party to act for, bind or
otherwise create or assume any obligation on behalf of the other, and neither
party shall hold itself out as having authority to do the same. Terms &
Conditions vii17.5. The parties shall at the requesting party’s reasonable
expense do and execute all such further acts and things as are reasonably
required to give full effect to the rights given and the transactions
contemplated by these Conditions.

17.6. A person who is not a party to the agreement has no rights under the
Contract (Rights of Third Parties) Act 1999 to enforce any term of the
agreement.

18. DISPUTES AND GOVERNING LAW

18.1. If any dispute arises out of the agreement the parties will attempt to
settle it by negotiations. A party may not commence court proceedings until 21
days after it has made a written offer to the other party to negotiate a
settlement.

18.2. The construction, validity and performance of these Conditions and all
aspects of the Agreement shall be governed be English law and the parties
submit to the exclusive jurisdiction of the English courts to resolve any
dispute between them. Terms & Conditions viii