1. ABOUT US

You are enter­ing into the Agree­ment with either:

1. Ana­lyt­ics SEO Lim­it­ed (t/a “Linkdex” and/or “Author­i­tas”), a com­pa­ny reg­is­tered in Eng­land under num­ber 05796620 with its reg­is­tered office at 70 Atbara Road, Ted­ding­ton, Unit­ed King­dom;

(here­inafter referred to as “Linkdex”, “we”, “our” or “us”),

 

2. Definitions

(a) “Agency User” means a per­son or firm which pro­vides search/social or PR ser­vices to a third par­ty. (b) “Agree­ment” means, togeth­er, these Terms of Ser­vice and the Order Form (as may be updat­ed from time to time). © “Com­mence­ment Date” means the com­mence­ment date set out in the Order Form. (d) “Ini­tial Term” means the ini­tial term of the Agree­ment set out in the Order Form. (e) “Order Form” means the Linkdex Order Form. (f) “Renew­al Term” has the mean­ing set out in clause 15.3. (g) “Ser­vice” means Linkdex’s on-line plat­form for use in con­nec­tion with the Web­sites. (h) “Ser­vice Report” means all analy­sis, data, reports and rec­om­men­da­tions gen­er­at­ed by your use of the Ser­vice. (i) “User” means any per­son (includ­ing any of your employ­ees or con­trac­tors) autho­rised by you to access and use the Ser­vice on your behalf. (j) “Web­sites” means the website(s) con­trolled, oper­at­ed or mar­ket­ed by you, or (where you are an Agency User) in respect of which you are pro­vid­ing ser­vices to third par­ties. (k) “you” and “your” means the legal enti­ty or per­son detailed in the ‘Account Name’ sec­tion of Order Form, and includes all Users.

3. Users

• You are respon­si­ble for ensur­ing that all Users who access the Ser­vice through your account are aware of and com­ply with the Agree­ment. Any User’s breach of the Agree­ment shall be deemed to be your breach, regard­less of whether you have autho­rised, or have knowl­edge of, the cause of that breach.
• You and all Users must be at least 18 years old to use the Ser­vice. By reg­is­ter­ing to use the Ser­vice, you con­firm that you and all Users are 18 years of age or old­er.

4. The Service

• Linkdex grants to you and all Users a lim­it­ed, non-exclu­sive, non-sub­li­cens­able, non-assign­a­ble, and revo­ca­ble licence to access and use the Ser­vice and Ser­vice Reports for your inter­nal busi­ness use in rela­tion to the Web­sites only.
• Linkdex may at any time for oper­a­tional, busi­ness or legal rea­sons change the tech­ni­cal spec­i­fi­ca­tion of the Ser­vice and/or Ser­vice Reports, or sus­pend or remove the whole or any part of the Ser­vice if we feel this is nec­es­sary, but we will use all rea­son­able endeav­ours to noti­fy you of the same in advance. If any change, sus­pen­sion or removal is mate­ri­al­ly detri­men­tal to the Ser­vice, you may ter­mi­nate the Agree­ment on 1 (one) mon­th’s writ­ten notice pro­vid­ing the request is made with­in 1 (one) month of the change.
• Linkdex may amend these Terms of Ser­vice in order to reflect changes to the Ser­vice or for busi­ness, legal, reg­u­la­to­ry or secu­ri­ty rea­sons. We will give you rea­son­able notice by email of any changes to these Terms of Ser­vice.
• Linkdex shall pro­vide Ser­vice sup­port in accor­dance with these Terms of Ser­vice.
• If you allow Linkdex access to any data relat­ing to the Web­sites gen­er­at­ed or held by a third par­ty (includ­ing by way of exam­ple Google Ana­lyt­ics data or data upload) as part of the Ser­vice, then:
  • Linkdex will not use or dis­close data oth­er than for the pur­pose of pro­vid­ing the Ser­vice to you;
  • Linkdex will not store (unless you ask us to) any of that data in rela­tion to uploaded key­word vol­ume and bid price data; and
  • Linkdex is not respon­si­ble for that data and shall have no lia­bil­i­ty in respect of it includ­ing where it is includ­ed in Ser­vice Reports.

5. Fees

• You shall pay Linkdex the month­ly fees for the Ser­vice as detailed in the Order Form.
• Fees are for access to the amount of data pro­vid­ed by us in this Order Form in each month or part there­of, and are invoiced and payable annually/quarterly/monthly in advance unless agreed oth­er­wise by Linkdex in writ­ing.  Pay­ment terms are 14 days from date of invoice.
• If the data allowances are increased “An Upgrade” is approved by you either by e‑mail or in writ­ing via an updat­ed Order Form, these will be applied in cal­cu­lat­ing the month­ly fee rate for the bal­ance of the Ini­tial Term and for the Renew­al Term unless oth­er­wise agreed upon between you and Linkdex at the time of the upgrade. The increased month­ly fees are then deemed to be the con­tract­ed fees.
• If any amounts payable to Linkdex are over­due:
  • Linkdex may at its dis­cre­tion sus­pend and/or per­ma­nent­ly ter­mi­nate your and/or any Users’ right to access the Ser­vice; and
  • if this is the case, you shall pay to Linkdex the out­stand­ing amounts due, togeth­er with the bal­ance of all fees due for the remain­der of the Ini­tial Term or any Renew­al Term (as applic­a­ble). In cas­es of sus­pen­sion only, the sus­pen­sion shall remain in force until these have been paid in full.
• We may also charge inter­est on amounts not paid at the due date, to accrue dai­ly at the rate of 8% per annum above the base rate from time to time of Bar­clays Bank plc, as well as charge you for Linkdex’s debt col­lec­tion charges.

6. Feedback

Linkdex may with­out lia­bil­i­ty or pay­ment to you and at its sole dis­cre­tion use or incor­po­rate into the Ser­vice any sug­ges­tions, enhance­ment requests, rec­om­men­da­tions or oth­er feed­back pro­vid­ed by you or Users relat­ing to the Ser­vice. You shall not restrict our free­dom to make use of them.

7. Username and Password

You will receive a user­name and pass­word when you reg­is­ter for the Ser­vice. You are respon­si­ble for main­tain­ing the con­fi­den­tial­i­ty of the user­name and pass­word, and are ful­ly respon­si­ble for all activ­i­ties that occur under your account. We shall not be respon­si­ble for loss­es suf­fered by you if your pass­word or user­name is used by some­one else. You agree to noti­fy Linkdex imme­di­ate­ly if you become aware or sus­pect unau­tho­rised activ­i­ty on your account, or if your user­name or pass­word has become known to an unau­tho­rised per­son.

8. Your information

• You con­firm that any infor­ma­tion you give to Linkdex (includ­ing on reg­is­tra­tion) is accu­rate, cor­rect and up to date.
• Linkdex process­es infor­ma­tion about you and Users in accor­dance with its Pri­va­cy Pol­i­cy. By using the Ser­vice, you con­sent to such pro­cess­ing and con­firm you have obtained the con­sent of all Users to such pro­cess­ing.

9. Your use of the service

• You con­firm that you and all Users will at all times com­ply with the Agree­ment. You also con­firm that you and all Users shall not:
  use the Ser­vice for any unlaw­ful pur­pose, nor in any way that inter­rupts, dam­ages, impairs or ren­ders the Ser­vice less effi­cient nor infringes the rights of any­one
  • autho­rize encour­age or assist any oth­er per­son to, copy, mod­i­fy, reverse-engi­neer, decom­pile, dis­as­sem­ble, alter or oth­er­wise tam­per with any soft­ware (includ­ing source code), data­bas­es and oth­er tech­nol­o­gy that forms part of the Ser­vice;
  • access or attempt to access the accounts of oth­er users, pen­e­trate or attempt to pen­e­trate the Ser­vice’s secu­ri­ty mea­sures nor trans­fer files that con­tain virus­es, tro­jans or oth­er harm­ful pro­grams; or
  • use the Ser­vice in any way which, in Linkdex’s rea­son­able opin­ion, is or is like­ly to be detri­men­tal to the pro­vi­sion of the Ser­vices to you or any of Linkdex’s oth­er cus­tomers, or to Linkdex’s busi­ness or rep­u­ta­tion or in con­tra­ven­tion of any gen­er­al poli­cies and fair usage lim­its issued from time to time by Linkdex.

10. Links

You may link to the Linkdex web­site in a way that is fair and legal and does not dam­age Linkdex’s rep­u­ta­tion or take advan­tage of it. How­ev­er, you must not estab­lish a link in in any way to sug­gest any form of asso­ci­a­tion, approval or endorse­ment on Linkdex’s part where none exists.  Where the Linkdex web­site con­tains links to oth­er sites and resources pro­vid­ed by third par­ties, these links are pro­vid­ed for your infor­ma­tion only.  Linkdex has no con­trol over the con­tents of those sites or resources, and accepts no lia­bil­i­ty for them or for any loss or dam­age that may arise from your use of them.

11. Intellectual Property Rights

• All copy­right and oth­er intel­lec­tu­al prop­er­ty rights in the Ser­vice (includ­ing all updates and improve­ments made to the Ser­vice) and Ser­vice Reports, belong and shall con­tin­ue to belong to Linkdex or its licen­sors. Except for the rights and licence specif­i­cal­ly grant­ed under the Agree­ment, noth­ing in the Agree­ment shall be con­strued as trans­fer­ring any right of own­er­ship over any such intel­lec­tu­al prop­er­ty rights to you.
• You are per­mit­ted to use the Ser­vice and Ser­vice Reports only in accor­dance with the Agree­ment. Except as allowed under the Agree­ment, you may not copy, repro­duce, re-pub­lish, trans­mit, dis­trib­ute, mod­i­fy or cre­ate deriv­a­tive works of Ser­vice Reports with­out our express pri­or writ­ten autho­ri­sa­tion.

12. Confidentiality

Except to the extent that (i) you or we are legal­ly oblig­ed to do so; (ii) infor­ma­tion has come into the pub­lic domain through no fault of you or us; or (iii) we are enti­tled to do so under the Agree­ment, nei­ther you nor we shall dis­close to any third par­ty or use for any pur­pose (oth­er than for the pro­vi­sion of the Ser­vice to you) any con­fi­den­tial infor­ma­tion which you or we receive from each oth­er as a result of this Agree­ment.

13. Warranty and Disclaimer

• Linkdex pro­vides the Ser­vice on an “as is” basis with­out any guar­an­tee that the Ser­vice will be avail­able at any par­tic­u­lar time or with­out delay or inter­rup­tion, or that the Ser­vice or Ser­vice Reports will be com­plete, accu­rate, up-to-date or fault free. Except where set out in the Agree­ment, Linkdex specif­i­cal­ly dis­claims all war­ranties and/or con­di­tions, express or implied, in rela­tion to the Ser­vice or Ser­vice Reports.
• You acknowl­edge that the Ser­vice will not func­tion in respect of par­tic­u­lar­ly large web­sites (usu­al­ly deter­mined by the domain hav­ing more than 50 mil­lion back links) and will not gen­er­ate Ser­vice Reports in respect of all domains.
• You are respon­si­ble for deter­min­ing whether the Ser­vice or the infor­ma­tion gen­er­at­ed by it, includ­ing Ser­vice Reports, is accu­rate or suf­fi­cient for your pur­pos­es and com­pat­i­ble with your sys­tems. We make no state­ment or guar­an­tee that your use of the Ser­vice will pro­duce and/or gen­er­ate any par­tic­u­lar out­come.
• Linkdex is not respon­si­ble for any soft­ware used by you or Users, or for the oper­a­tion or per­for­mance of the inter­net or any oth­er net­work. While we take rea­son­able pre­cau­tions to pre­vent the exis­tence of com­put­er virus­es and/or oth­er mali­cious pro­grams in the Ser­vice, we accept no lia­bil­i­ty for them. You are respon­si­ble for con­fig­ur­ing you own infor­ma­tion tech­nol­o­gy and using your own virus pro­tec­tion soft­ware to access the Ser­vice.

14. Liability and Indemnity

• Nei­ther par­ty shall be liable to the oth­er (whether in con­tract, tort (includ­ing neg­li­gence) or oth­er­wise for any:
  • loss of rev­enue, prof­its, busi­ness, data or antic­i­pat­ed sav­ings;
  • indi­rect, spe­cial or con­se­quen­tial loss or dam­age what­so­ev­er or how­so­ev­er incurred; or
  • any fail­ure to meet any of its oblig­a­tions where such fail­ure is due to the oth­er par­ty’s breach or events beyond its rea­son­able con­trol.
• With­out prej­u­dice to claus­es 1 or 14.3, each party’s lia­bil­i­ty to the oth­er par­ty (whether in con­tract, tort (includ­ing neg­li­gence) or oth­er­wise, but exclud­ing any lia­bil­i­ty by you to Linkdex for due but unpaid fees) in con­nec­tion with the Agree­ment shall not exceed the total fees paid by you for the Ser­vice in the 3 (three) months pre­ced­ing the date the event giv­ing rise to the claim first occurred.
• Noth­ing in the Agree­ment shall exclude or lim­it any lia­bil­i­ty for: (i) death or per­son­al injury result­ing from a par­ty’s neg­li­gence; or (ii) fraud or fraud­u­lent mis­rep­re­sen­ta­tion.
• You shall indem­ni­fy and hold Linkdex harm­less from all dam­ages, lia­bil­i­ties, costs (includ­ing all rea­son­able legal costs), claims and expens­es that arise out of any use or mis­use of the Ser­vice or Ser­vice Reports by you, Users or any per­son for whom you are respon­si­ble, or out of any breach by you or Users of the Agree­ment. The lim­i­ta­tions and exclu­sions in claus­es 14.1 and 14.2 do not apply to this clause 14.4.

15. Term

• The term of the Agree­ment shall com­mence on the Com­mence­ment Date and con­tin­ue until ter­mi­nat­ed in accor­dance with its terms, which must be done in writ­ing in all cas­es as per clause 16.3.
• Either you or Linkdex may ter­mi­nate the Agree­ment on 3 (three) months’ writ­ten notice to be served dur­ing the last 3 (three) months of the Ini­tial Term or Renew­al Term.