Terms & Conditions

Please read these Terms of Service carefully. By accepting the Agreement by either: (i) signing the Order Form; (ii) ticking a box in the user interface for the Service; or (iii) using the Service, you agree to the terms of the Agreement.  If you do not agree to the terms of the Agreement you must not use the Service.

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.