1. ABOUT US
You are entering into the Agreement with either:
- 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“),
(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). (c) “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.
- 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.
- 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.
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.
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.
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.
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.
- 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.