Terms and Conditions

The following are the terms and conditions for use of the SEO Live Feed and Free Links Service ("Service") provided to you ("Client") by Convenx Inc, through the website www.convenxseo.com and www.freerelevantlinks.com.

You are requested to read these terms and conditions ("Terms") carefully before you use the services of this site. By using the Site, you agree to follow and be bound by the following terms and conditions concerning your use of the Site. Convenx Inc, may revise the Terms of Use at any time without notice to you.

If the following Terms are not acceptable in full, you must immediately terminate your use of the Service.

1. Interpretation

In these Conditions:

"Charges" means Convenx Inc, quoted charges set out in the Online Registration or as varied pursuant to these Conditions together with any additional charges agreed between the Client and Convenx Inc, from time to time;

"Client" means the person or company whose details are set out in the Online Registration and who has requested the Services;

"Conditions" means the terms and conditions set out in this document;

"Contract" means the contract for the provision of the Services made between Convenx Inc, and the Client following the submission of an Online Registration Form and shall include these Conditions;

"Input Materials" means any key words or phrases or other materials, data or information provided by the Client in order that Convenx Inc, is able to supply the Services;

"Intellectual Property Rights" means any patent, patent application, know how, trade or service mark (whether registered or unregistered), trade or service mark application, trade name and logo, registered design, design right, copyright or other similar intellectual or industrial right;

“Packages” means one or more of the service packages offered by Convenx Inc, as further set out on its website www.convenxseo.com from time to time

"Online Registration Form" means Convenx Inc's, online registration form for one of its Packages setting out amongst other things the Client's details;

“Output Materials” means any electronic pages, documents or other information or materials created by Convenx Inc, using all or part of the Input Materials in order to provide the Services for the Client

"Services" means the services for which the Client has registered to receive pursuant to the Online Registration;

"Term" means the time period (if any) for the provision of the Services as set out in these conditions;

"Writing" includes facsimile transmission, electronic mail and any other comparable means of communications.

1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.

2. Basis of Contract

2.1 Convenx Inc, shall provide the Services in accordance with the Online Registration Form which is accepted by Convenx Inc,, subject to these Conditions. These Conditions shall govern the Contract to the exclusion of any other terms and conditions subject to which any such Online Registration Form is made or purported to be made.

2.2 The Online Registration Form shall form an integral part of the Contract. If there is any conflict or inconsistency between the terms of the Online Registration Form and the terms and conditions set out in this document, the terms of the Online Registration Form shall take precedence.

2.3 Convenx Inc, may from time to time make changes to these Conditions, notice of which shall be sent to you. If you do not agree with any change you will have the right to terminate the Contract at the end of the month in which you were notified of the change (and the change will not apply to you during that period).

2.4 Convenx Inc's, employees or agents are not authorized to make any representations concerning the Services unless confirmed by Convenx Inc, in Writing. In entering into the Contract, the Client acknowledges that it does not rely and has not relied on any such representations which are not so confirmed.

2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Convenx Inc, shall be subject to correction without any liability on the part of Convenx Inc,.

2.6 Client grants Convenx Inc, the right to (i) create up to 15 one way outbound links from the Clients website and (ii) place Blackwood’s SEO live feed link onto the bottom of the Client’s home page. Client will therefore within 10 days of submission of its Online Registration Form instruct its website control to load this live feed link.

2.7 If Client has registered for a Package that requires it to pay Charges then Convenx Inc, warrants to such Client that by the end of agreed contract period Convenx Inc, we will get a minimum of 33% of the key words provided by the Client on page 1 of one or more of Google, Yahoo and MSN Search Engines. In the event that this said Guarantee is not achieved that Convenx Inc, warrants to continue services to the client free of charge until results are achieved. For the purposes of said contract guarantee Local Business Packages = 3 month, Small Business Package = 6 months, Corporate Package = 12 month.

3. Orders and Services

3.1 Orders for the supply of the Services shall be made on the Online Registration Forms for one or more of the Packages or via written contract.

3.2 The Client shall be responsible to Convenx Inc, for ensuring the accuracy of the information given in Online Registration Form and for giving Blackwood all necessary Input Material relating to the Services within a reasonable period of time to enable Convenx Inc, to perform the Contract in accordance with its terms.

3.4. Convenx Inc, shall have no liability for any accidental loss or damage to such Input Material howsoever caused.

3.6 Convenx Inc, reserves the right but is not under any legal obligation to make any changes in the specification of the Services which are required to conform to any applicable safety or other statutory, regulatory or legal requirements or such other changes which do not materially affect the nature and quality of the Services.

4. Charges

4.1 The Client shall pay the Charges, if any, for the Services as set out in 5 below or such other method of payment as Convenx Inc, may designate from time to time.

4.2 The Charges and all other payments for the provision of the Services are exclusive of any applicable Value Added Tax and other duties and taxes which shall be payable by the Client in addition to the Charges and other payments.

4.3 All payments by the Client shall be made without set-off or counterclaim and without any deduction.

5. Payment

5.1 All Charges are payable monthly in advance unless otherwise stated on the Online Registration Form or agreed in writing by Convenx Inc,. The Charges for the first month shall be payable on the date of the Online Registration Form and all subsequent monthly Charges shall be payable on or before the end of each calendar month.

5.4 The Client shall pay the Charges by automatic debit of credit card. Late payments shall be subject to an additional charge of 1.0% per month or the highest rate permitted by law, whichever is less.

5.5 Convenx Inc, shall be entitled to appropriate any payments received from the Client to any outstanding invoices or other payments due to Convenx Inc, in any order Convenx Inc, may deem appropriate.

5.6 In the event of failure by the Client to make payment of any sums payable by the due date then without prejudice to any other right or remedy available to Convenx Inc,.  Convenx Inc, shall be entitled to cancel the Contract and suspend any further provision of the Services.

6. Intellectual Property Rights

6.1 Subject to clause 6.3, all Intellectual Property Rights used or subsisting in or in connection with the Services and with respect of all Output Materials are owned and will be the sole property of Convenx Inc,. The Client will not during or at any time after the completion, expiry or termination of this Agreement in any way question or dispute the ownership by Convenx Inc, thereof. The Client shall, subject to payment in full of all Charges on the due dates for payment and compliance with the other terms and conditions of the Contract, benefit from a non-exclusive license granted to it by Convenx Inc, for the use of Convenx Inc's Intellectual Property Rights in the Output Materials only.

6.2 The Client undertakes not to use, re-use or recreate the content or other material relating to the Output Materials or the Intellectual Property Rights relating thereto, all of which belong to or have vested in Convenx Inc,.

6.3 The Client warrants that it owns all Input Materials or has a valid and subsisting license to use such Input Materials and the use by Convenx Inc, of the Input Materials for the purpose of providing the Services will not infringe the Intellectual Property Rights or any other rights of any third party. The Client shall indemnify Convenx Inc, against any losses, damages, costs, expenses or other claims arising from any such infringement or breach of this clause.

7. Confidentiality

Both during the Contract and after its termination, the Client shall keep confidential, any Confidential Information of Convenx Inc, for so long as it remains confidential.

8. Term and Termination

8.1 The Contract shall commence on the date of completion and submission of the Online Registration Form and continue, subject to the remainder of this clause 9, until the either 3, 6 or 12 months thereafter (as detailed in the Package registered for). The Contract shall automatically renew for additional periods of equal to this initial term unless notification to the contrary is received by either party in writing from the other at least 10 days prior to the end of the then current term.

8.2 Convenx Inc, shall be entitled to terminate the Contract forthwith at any time in Writing to the Client if:

8.2.1 the client commits a material breach of any of the terms of the Contract including failing to pay any Charges when due or failure to comply with clause 2.6 above and fails to remedy the breach within 5 days after receipt of notice in Writing to do so; or

8.2.2 the client becomes subject to an administration order; a receiver or administrative receiver or similar is appointed over, or an encumbrancer takes possession of any of the other party’s property or assets; the other party enters into an arrangement or composition with its creditors, ceases or threatens to cease to carry on business, goes into liquidation or bankruptcy, becomes insolvent, or ceases to be able to pay its debts as they fall due.

9. Liabilities/No warranties

9.1 Convenx Inc, shall not be liable for any losses, damages or costs (of whatever nature) caused by or arising from:

9.1.1 any Input Material, information or instructions supplied by the Client being incomplete, incorrect or illegible;

9.1.2 any act or omission of the Client, any personnel of the Client, or any other body or person contracted to the Client in respect of the Services;

9.1.3 any failure by the Client to comply with any legal or statutory obligations or regulations;

9.2 Nothing in these Conditions shall exclude or limit the liability of Blackwood for death or personal injury caused by Convenx Inc’s. negligence or for any other liability for which it is not possible to exclude or limit by operation of law.

9.3 Convenx Inc’s. liability whether arising under contract, misrepresentation, misstatement, any tortuous act or omission including negligence, infringement of Intellectual Property Rights or otherwise, arising from or in connection with the supply of the Services or their use by the Client shall be limited to the Charges payable by the Client over the period of the Term.

9.4 Convenx Inc. shall not be liable to the Client whether under contract, misrepresentation, misstatement, any tortuous act or omission including negligence, infringement of intellectual property rights or otherwise, for any loss of profit, business contracts, revenues or damage to the Client’s reputation or goodwill or for any indirect, special or consequential loss or damage which arise out of or in connection with the supply of the Services or their use by the Client.

9.5 EXCEPT AS EXPRESSLY SET OUT IN CLAUSE 2.7 ABOVE CONVENX INC. MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE CLIENT OR OTHERS FROM THE USE OF THE SERVICES NOR DOES IT MAKE ANY REPRESENTATION, OR GIVE ANY WARRANTY, EXPRESS OR IMPLIED WITH REGARD TO THE SERVICES INCLUDING, WITHOUT LIMITATION, THE ACCURACY OR COMPLETENESS THEREOF, AVAILABILITY OF THE SERVICES OR ITS WEBSITE SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE.

10. General

10.1 Convenx Inc. shall not be liable to the Client for events outside its reasonable control such as failures caused by industrial action, machine, data processing or transmission failures or other events outside its reasonable control.
10.2 The Client shall not be entitled to assign any of its rights or obligations under the Contract or these Conditions without the prior consent in Writing of Convenx Inc.
10.3 The Contract and these Conditions contain the whole agreement between the parties and supersedes all previous agreements.
10.4 If we chose not to exercise rights against you we may do so later.
10.5 A notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to (i) Convenx Inc. at its registered office (ii) the Customer at any address held on file by Convenx Inc.
10.6 The Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms and Conditions and the Contract.
10.7 California law governs this Contract in Orange County and the parties submit to the exclusive jurisdiction of the Orange County Court System in Santa Ana, CA.  in relation to any matter or dispute arising out of the Contract.