Last modified: 29 September 2023
Please take the time to read and understand these PBN Service Terms (“PBN Terms”) which apply to the following services we make available at PBN Builds:
(i) website building
(ii) private blog network building
(iii) website content creation
(“PBN Service(s)”) including where such PBN Service(s) form part of a Product packaged with additional Service(s) from us.
By using or purchasing a Product for PBN Service(s), you are entering into a binding contract with us for such PBN Service(s), and acknowledging that you have read, understood, accepted and agreed to be bound by these PBN Terms as well as the following:
a) General Terms
b) Acceptable Use Policy
c) Refund Policy
d) Support Policy
All of which are incorporated herein by reference into our Contract with you for the PBN Service(s).
Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the General Terms. In the event of a conflict between these PBN Terms and the General Terms, these PBN Terms shall prevail to the extent that it relates to the PBN Service(s).
1.1 In these PBN Terms, the following terms shall have the following respective meanings (unless the context otherwise requires):
“Background IPR” means any and all Intellectual Property Rights belonging to us and/or our licensors which are pre-existing, or which are created or derived independently of our Contract with you for the PBN Service(s).
“Customer IPR” means your Intellectual Property Rights which are pre-existing, or which are created or derived independently of our Contract with you for the PBN Service(s).
“Deliverables” means the specific deliverables that we are required under our Contract with you to produce for and deliver to you as part of the PBN Service(s), including website builds, private blog network builds and website content that we create for your Site(s), such as may be specified in the applicable Product description under our Contract.
“PBN Service(s)” shall be as defined above and includes all upgrades, updates and enhancements thereto, and such content, products, services, features, functionalities and API as we may offer in connection therewith from time to time.
2. SCOPE OF SERVICES
2.1 By using or purchasing a Product that includes PBN Service(s), you hereby appoint us, and we agree to, perform the PBN Service(s) and provide the Deliverables in accordance with the terms herein and to the specifications set out in our description of such PBN Service(s) in the Product you purchased through our Website.
2.2 You agree that any additional terms, conditions, comments, requirements and specifications that you may indicate or specify in your order for the PBN Service(s) or in the course of your Product purchase do not form part of our Contract with you for the PBN Service(s) and are not binding on us.
2.3 In providing the PBN Service(s), we shall:
(a) be entitled to exercise our independent discretion as to the most appropriate and effective manner of providing the PBN Service(s) and Deliverables; and
(b) have the right to assign such of our personnel and engage any third-party subcontractor(s) as we deem appropriate for the purposes of providing the PBN Service(s) and Deliverables.
2.4 Time of performance of our obligations (including delivery of the Deliverables) is not of the essence, and although we shall use commercially reasonable endeavours to follow estimated timelines that we communicated to you in writing, you acknowledge and agree that such timelines are estimates only and not binding on us.
2.5 Each of the Deliverables shall be deemed to have been accepted upon delivery to you.
2.6 If you wish to make a change to the Deliverables delivered to you, you may submit a request for such change to be made in the form and manner specified by us on our Website at PBN Builds (“Change Request”). We shall only perform change(s) in the Change Request if they are deemed reasonable by us and we have agreed to the Change Request in writing. For the avoidance of doubt, we shall be under no obligation to perform any Change Requests save as aforesaid. Without prejudice to the foregoing:
(a) you are allowed only one complimentary Change Request to website builds, provided the effort required to effect such change or revision requested thereunder does not exceed an hour’s work on our part, and further provided that such Change Request is made by you within thirty (30) days of the delivery of the Deliverables to you; and
(b) all other Change Requests shall be charged at our standard hourly rates as published on our Website at PBN Builds from time to time, and we shall be entitled to require payment for the same in full upfront before commencing any work on such Change Requests.
2.7 Notwithstanding any description or statements on our Website(s) and/or promotional and marketing material and content as to quality, desired results or otherwise, you acknowledge and agree that the PBN Service(s) and Deliverables are provided to you ‘as is’, ‘as available’, without representation, warranty or condition of any kind, whether express or implied by statute, common law or otherwise (including any implied warranty or condition of merchantability or satisfactory quality, fitness for a particular purpose, non-infringement, compliance with any description or any implied warranty arising from course of performance, course of dealing, usage of trade or otherwise), all of which are expressly disclaimed to the maximum extent permitted under applicable laws. Without limiting the foregoing and without prejudice to any other disclaimers under the Terms of Service, we make no representation or warranty:
(a) that the Deliverables will meet your expectations;
(b) that the Deliverables will be error-free, or that bugs and defects therein will be corrected;
(c) as to the correctness, accuracy, completeness, reliability, timeliness, quality, and suitability of the Deliverables and/or the PBN Service(s); and/or
(d) relating to any third party or any other product or service provided by a third party notwithstanding that such product or service may be recommended by us.
2.8 You acknowledge and agree that the entire risk arising out of your access to and/or use of the PBN Service(s) and Deliverables remains solely with you, to the maximum extent permitted by law.
3. YOUR RESPONSIBILITIES
3.1 You shall perform the obligations allocated to you under this Clause 3 and otherwise communicated by us to you (collectively, “Customer Responsibilities”).
3.2 You agree at your own cost, to provide or procure for us:
(a) all reasonable access to your websites and accounts and authorisations; and
(b) all relevant documents, materials, data, items, information, instructions and assistance (including reasonable access to and cooperation by your personnel), as may be necessary for us to provide the PBN Service(s).
3.3 You warrant that you have obtained all necessary consents and/or licences from the relevant third parties such as are necessary for the provision of access, software, materials, documents, intellectual property, content and/or information (including personal data) which you provide or make available to us, and for their use thereof by us for the purpose of performing the PBN Service(s) and providing the Deliverables, and you hereby warrant that any use thereof by us shall not constitute a breach, infringement, misappropriation or unlawful use or disclosure of the Intellectual Property Rights, personal data or any other rights of any party. You shall fully indemnify us in accordance with the General Terms for any breach of this Clause.
3.4 You acknowledge that the proper performance of the PBN Service(s) by us is dependent on your reasonable and timely cooperation, and you agree to respond promptly to us with such cooperation (including with such input, information, feedback, approval or decision) as may be requested by us. We shall not be liable for any failure to perform the PBN Service(s) where such failure is directly or indirectly, wholly or partially, occasioned or caused by, your failure to perform the Customer Responsibilities in a timely manner and/or to provide such information and cooperation as we may reasonably request.
4. INTELLECTUAL PROPERTY
4.1 You acknowledge that no Intellectual Property Rights are transferred to you as a result of the provision of the PBN Service(s) or the Deliverables. For the avoidance of doubt, to the extent that any Background IPR or Foreground IPR in the Deliverables is deemed for any reason to vest in you notwithstanding the provisions hereunder, you hereby assign to us such Background IPR and Foreground IPR, free of any encumbrance and/or compensation to you.
4.2 Ownership of Background IPR. You agree and acknowledge that, as between us, all Background IPR shall be and remain our sole property and that the provision of the PBN Service(s) or production and delivery of the Deliverables does not give you any ownership or other interest in or to such rights in the Background IPR.
4.3 Ownership of Foreground IPR. You agree and acknowledge that all Foreground IPR shall be and remain our sole property, and the provision of the PBN Service(s) and delivery of the Deliverables does not give you any ownership, interest or such other interest in or to such rights. For the avoidance of doubt, you acknowledge that our Contract with you for the PBN Service(s) is not an exclusive arrangement and that we shall be entitled to perform similar services for other customers, and to use and reproduce the Foreground IPR for such purpose, subject always to your rights in the Customer IPR.
4.4 Licence. Subject to Clause 5.2, and the full payment of all Fees for the PBN Service(s), we grant to you a royalty-free, non-exclusive, non-transferable, non-sub-licensable, perpetual licence to use the Background IPR and Foreground IPR that is embedded or incorporated in the Deliverables, solely for the purposes of enabling you to use the Deliverables on and for the website(s) that we designate, for your own business use, and in the manner intended by us. You shall not, and shall procure that your employees, contractors, agents and licensees do not, directly or indirectly copy, reproduce, translate, adapt, vary, reverse engineer, decompile, disassemble, distribute or modify the Background IPR, or remove any proprietary notices from the Background IPR without our prior written consent. You acknowledge that Background IPR comprised in the Deliverables may include stock images and videos from Third Party Providers and that your use thereof is subject to their Third Party Terms, with which you agree to comply. You shall not under any circumstances distribute, transfer, sell, resell, lease, sub-license, make available or otherwise exploit or use the Deliverables (copy, reproduce, modify, adapt the Deliverables for such purpose) for any commercial purposes other than your own business use.
4.5 Customer IPR. You hereby grant to us a worldwide, royalty-free, non-exclusive, non-transferable, sub-licensable, revocable licence to use your Customer IPR for the purpose of performing the PBN Service(s) for you hereunder.
5. SUSPENSION AND TERMINATION OF SERVICES
5.1 You acknowledge and agree that in the event of any breach of these PBN Terms by you, we shall be entitled to take such action as we may deem appropriate against you, including the suspension and/or termination of your Account and/or the provision of any PBN Service(s) to you, pursuant to the General Terms.
5.2 Revocation of licence. We and/or our licensors shall have the right to revoke forthwith any and all rights and licences granted to you hereunder or otherwise with respect to the Background IPR and/or Foreground IPR in the event that you fail to pay in full all Fees or if you breach our Terms of Service or any Third Party Terms.