Terms of Service

Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and BKND Development ("Company," "we," "our," or "us") governing your access to and use of our website and marketing services.

By accessing our website or engaging our services, you agree to be bound by these Terms. If you disagree with any part of these Terms, you may not access our website or use our services.

Services Description

BKND Development provides digital marketing services including, but not limited to:

• Search Engine Optimization (SEO)
• Paid advertising and media buying
• Content marketing and strategy
• Performance creative services
• Conversion rate optimization (CRO)
• Analytics and reporting
• Marketing consulting and strategy

The specific scope of services will be outlined in individual project proposals, statements of work, or service agreements between you and BKND Development.

Client Responsibilities

As a client, you agree to:

• Provide accurate and complete information necessary for us to perform our services
• Grant necessary access to accounts, platforms, and systems required for service delivery
• Review and provide timely feedback on deliverables
• Ensure all content and materials provided to us do not infringe on third-party rights
• Comply with all applicable laws and platform terms of service
• Make payments according to agreed-upon terms

Payment Terms

Fees and Invoicing

Payment terms will be specified in your service agreement or proposal. Unless otherwise agreed in writing:

• Invoices are due within 30 days of receipt
• Project-based work may require deposits before work commences
• Recurring services are billed monthly in advance

Late Payments

Late payments may incur interest at a rate of 1.5% per month (18% annually) or the maximum rate permitted by law, whichever is lower. We reserve the right to suspend services for accounts with outstanding balances exceeding 30 days.

Advertising Spend

For paid advertising services, advertising spend is separate from our management fees and is billed directly by the advertising platforms (Google, Meta, etc.) or as specified in your service agreement.

Intellectual Property

Client Materials

You retain all ownership rights to materials, content, trademarks, and other intellectual property you provide to us. You grant us a non-exclusive license to use these materials solely for the purpose of providing our services.

Work Product

Unless otherwise specified in writing, upon full payment, you will own the final deliverables created specifically for your project. We retain ownership of:

• Our proprietary tools, processes, and methodologies
• General knowledge and skills developed during the engagement
• Pre-existing materials incorporated into deliverables

Portfolio Rights

Unless you notify us otherwise in writing, we may include general descriptions of our work with you in our portfolio, case studies, and marketing materials.

Confidentiality

Both parties agree to maintain the confidentiality of proprietary information shared during the engagement. This includes business strategies, financial data, customer information, and other sensitive materials.

Confidential information does not include information that is publicly available, independently developed, or rightfully obtained from third parties.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BKND DEVELOPMENT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES.

Our total liability for any claim arising from these Terms or our services shall not exceed the total amount paid by you to us in the six (6) months preceding the claim.

Disclaimer of Warranties

OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

While we strive to deliver results, we do not guarantee specific outcomes such as search rankings, traffic levels, conversion rates, or revenue increases, as these depend on many factors outside our control.

Indemnification

You agree to indemnify, defend, and hold harmless BKND Development, its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from:

• Your breach of these Terms
• Your violation of any law or third-party rights
• Content or materials you provide to us
• Your use of our services

Termination

Either party may terminate service agreements according to the terms specified in the applicable service agreement or proposal. In the absence of specific terms:

• Monthly services may be terminated with 30 days written notice
• Project-based work may be terminated for cause with 15 days written notice
• We may terminate immediately for non-payment or material breach

Upon termination, you remain responsible for payment of all services rendered through the termination date.

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of law provisions. Any disputes arising from these Terms or our services shall be resolved in the state or federal courts located in New Jersey, and you consent to the personal jurisdiction of such courts.

Dispute Resolution

Before initiating any legal proceedings, the parties agree to attempt to resolve disputes through good-faith negotiation. If negotiation fails, the parties may pursue mediation before resorting to litigation.

Modifications to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website with a new "Last updated" date. Your continued use of our services after such modifications constitutes your acceptance of the updated Terms.

Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

Entire Agreement

These Terms, together with any applicable service agreements, proposals, or statements of work, constitute the entire agreement between you and BKND Development regarding the subject matter herein and supersede all prior agreements and understandings.