BEFORE USING THE SEO PLATFORM (AS DEFINED BELOW), PLEASE READ THESE TERMS OF SERVICE (THESE “TERMS”). THESE TERMS ARE INCORPORATED BY REFERENCE INTO ALL ONLINE OR HARDCOPY ORDERS EXECUTED BY CUSTOMERS SUBSCRIBING TO THE PLATFORM. THESE TERMS AND THE ONLINE OR SIGNED HARDCOPY ORDER FORM TOGETHER FORM A BINDING AND EXECUTED WRITTEN AGREEMENT BETWEEN CUSTOMER AND SEO PLATFORM, EFFECTIVE AS OF THE FIRST DATE OF MUTUAL EXECUTION OF ANY ORDER.
Accounts can only be opened by a person (where person includes a natural person, a corporate or unincorporated body). You must be 18 years of age or older.
- Who we are
We can be contacted by email at firstname.lastname@example.org.
- What these Terms are about
These Terms apply to any subscriptions for Products or Professional Services purchased (or white-label versions thereof), our other applications such as browser plugins or add-ons for Google® Workspace), or any other SEO Platform owned site, (collectively “our Website”) or by virtue of signing a hardcopy order form (“Order Schedule”). By activating or by clicking to accept these terms on our Website you agree to these Terms. If you do not agree to them you should not activate this tool.
We reserve the right to update and change our Terms by providing you with 30 days written notice by email or notifying you of such changes on the SEO Platform site. If you disagree with proposed changes, you have the right to cancel your account anytime within the 30-day period between our notice of changes to the Terms and the date changes take effect, and receive a pro rata refund of all prepaid Subscription Fees. Continued use of the SEO Platform site after any such changes take effect shall constitute your consent to such changes.
- What some words in these Terms mean
In these Terms we use certain words to add clarity. Where you see one of the words below in these Terms or in any Order Schedule, it has the meaning set out below.
- “Account” is the account created upon completion of your Order to which you are able to upload data and from which you are able to access our Platform;
- “Account Content” means all data that you upload to your Account and all resultant data subsequently added to your Account by our Platform;
- “Billing Period” means the month commencing on the Order date and each month thereafter, until cancelled in accordance with these Terms by either party;
- “Customer” means a party that activated the SEO Platform for a Subscription to the Platform;
- “Customer Account Content” means all data that you upload to your Account and all resultant data subsequently added to your Account by our Platform, including your payment information but excluding any data that is available in the public domain and any data that has been derived by any of the Platform’s proprietary algorithms;
- “Electronic Communication” means an electronic communication between you and us by fax or email;
- “Intellectual Property Rights” means all patents, copyright, trademarks, database rights, design rights and all rights in any know-how and any other proprietary rights relating to any of these intellectual property rights anywhere in the world;
- “Order” or “Contract” or “Activation” means the binding legal agreement between you and us for the licensing of Platform as set out in section 4 below;
- “Overage Charges” are the monthly fees charged for usage that exceeds the stated Package limits relevant to your Order during any Billing Period;
- “Packages” or “Products” means any of the subscription packages we make available by providing access to our Platform;
- “Package Limits” are the consumption/usage limits that apply to the variable elements of the Package. Package Limits may apply, but are not limited, to the maximum number of users, sites, keyword rank checks, backlinks and pages crawled that are included within the Subscription Fee for the Package;
- “Platform” means the SEO Platform online platform application (including all components thereof, on an individual and collective basis) which can be accessed at in the Platform or such other designated URL as SEO Platform may assign from time to time;
- “Professional Services” means the training and data import and integration services we offer to customers;
- “Professional Services Fees” means the fixed fee payable in advance upon signing an Order to purchase an agreed number of hours of Professional Services;
- “Subscription” means the temporary, non-exclusive, non-sub licensable, non-transferable right that SEO Platform grants to the Customer and its Users during the Term in accordance with the specific Package Limits, access rights and limitations stipulated on the Order and in these Terms;
- “Subscription Fee” means the fixed subscription fees payable for the duration of the Term in accordance with your Order;
- “Subscription Period” means the monthly, quarterly, bi-annual or annual period as stipulated in your Order. All Subscriptions automatically renew at the end of each Subscription Period unless cancelled in accordance with Clause 6;
- “Specific Terms” means terms which apply specifically to certain Products and which are supplementary to these Terms;
- “Term” means the initial contract period and all subsequent renewal periods until the contract is cancelled in accordance with these Terms;
- “Terms” means these standard terms of service; and
- “Users” means individuals who are authorized by the Customer to access the Account on behalf of the Customer and who have been supplied user identification and passwords by the Customer (or by SEO Platform at the Customer’s request).
- Subscribing for Packages or Products
- 1. About you
As you might expect, our Products are not intended for everyone and we rely on you to check you are eligible to buy the Products and that the Products meet your specific needs before you place any Orders. By activating through our Website or by signing a hardcopy Order Schedule, you are representing that:
- you are legally capable of entering into binding contracts;
- you are at least 18 years old;
- if you are an individual placing an Order on behalf of a business or an organization, you are authorized to place the Order on their behalf.
- 2. Subscription terms and restrictions
Subject to the terms and conditions herein, SEO Platform will make the Platform available to the Customer and Users during the Term solely for internal business purposes (and specifically excluding purposes that are competitive to SEO Platform).
Subscriptions are granted solely to Customers and their Users and not to any third parties (including any Customer affiliates). Customer affiliates include any entity which directly or indirectly controls or is controlled by or is under common control with the Customer.
The Customer and their Users will affect and maintain adequate security measures to safeguard against access or use of the Platform by unauthorized persons (including, without limitation, safeguarding all passwords, and other security arrangements).
- 3. How to subscribe
The steps you need to take to conclude a Contract with us are:
(A) Make sure you read and understand our terms
These Terms which are available on our Website, along with any Specific Terms relevant to your Package apply to your use of our Platform and to any Orders you place via our Website or by signing a hardcopy Order Schedule. Please ensure you read these documents carefully so you understand what you are agreeing to before you use our Platform and/or placing your Order. If you have any concerns, you should contact us and we will do everything we can to help. Please note these Terms will take priority over and exclude any other terms and conditions you try to impose.
(B) Place your Order
Please select the Products you wish to subscribe for, supply your email address and credit card information, and give us any other information we request to enable us to fulfil your Order. We can only act on the information you provide to us, so please ensure that all information you provide to us is correct.
You may pay for your Products online by credit or debit card. The credit and debit cards we accept are set out on our Website. We will charge your card when you place your Order. If you wish to pay by bank transfer, you may request to do so. Payments by bank transfer are available on cash terms for business purposes only, subject to status, and conditions apply. We reserve the right to refuse requests to pay by bank transfer.
You may receive an acknowledgment from our payment processor advising you whether or not your credit or debit card payment has been authorized.
Please note that we are entitled to refuse to accept any activation. If that happens, we will let you know as soon as we can.
By activating, Customer warrants that their Subscription is not dependent on any future functionality or features being added to the Platform (or any comments made by SEO Platform with regard thereto).
- Prices and how to pay
5.1. Fees and charges
The price of the Products will be as set out on our Website from time to time or as quoted to you in any written quotation or Order Schedule.
All fees are stated exclusive of all taxes, levies or duties imposed by all relevant tax authorities, and you shall be responsible for payment of all such relevant taxes, levies and duties where applicable. You agree to pay for any such taxes that might be applicable to your use of the Platform.
Subscription Fees: At the start of each Subscription Period you will be charged in advance the appropriate Subscription Fees for the Package you have subscribed to online according to the price list set out on the SEO Platform site, as may be amended from time to time. If you subscribe to a Package offline then you agree to pay the Subscription Fees and Overage Charges set out on the Order Schedule. Subscription Fees are due in full at the start of each Subscription Period.
Overage Charges: Each Package has different Package Limits. If at any time during a Billing Period you exceed your Package Limits then you may incur additional usage-based fees for such excess usage (based on your peak usage levels during the Billing Period). Such Overage Charges vary according to the Package you have selected and are clearly set out on the Pricing page on the SEO Platform site (for online Orders) or on your Order Schedule. In some instances, selected Packages may expressly prohibit usage in excess of your Package Limits. Notice will be given via the platform when you have reached your package limits with an option to continue usage and what overage charges you will incur. You may opt via the platform to pause usage until the next billing cycle to ensure overage charges are not incurred.
Overage Charges will be billed in arrears at the end of each Billing Period. If you cancel your Account for any reason you will be liable for any Overage Charges incurred during the current Billing Period up to the date of cancellation.
Professional Services Fees: Professional Services Fees are billed and payable in advance upon signature of an Order Schedule specifying the number of hours of Professional Services purchased.
- 2. Payments and failure to pay
We will charge your credit card at the start of each Billing Period for any Subscription Fees due and/or for Overage Charges due for the Billing Period just ended.
If your credit card payment fails or you fail to make any payment by the due date then, in addition to any other right or remedy available to us, we will be entitled, but not obliged, at our sole discretion, to:
- immediately suspend your access to the Platform;
- stop monitoring the sites on your Account if payments are more than 7 days late;
- terminate your account and delete all data held on your Account in accordance with Section 6 if payments are more than 30 days late; and
- exercise our legal right to claim interest under any applicable law or statute, for example, the Late Payment of Commercial Debts (Interest) Act 1998 and subsidiary legislation (as amended from time to time) together with compensation for debt recovery costs.
All payments are non-refundable. No refunds or credits will be made for partial months of service.
5.3. Price Changes
We may vary our Subscription Fees, the composition of features included within a Package, our Package Limits and/or the Overage Charges applicable to any or all Packages by providing you with 30 days’ notice. Such notice will be deemed to have been given by sending you an email to the email address listed on your Account page, and/or by notifying you within the Platform. Such price changes will take effect at the start of the next Subscription Period after the 30 day notice period. You have the right to cancel your account anytime within the 30-day period between our notice of changes and the date changes take effect and receive a pro rata refund of all prepaid quarterly, bi-annual, or annual Subscription Fees.
We want you to be completely satisfied with the Products you order from us. If you need to speak to us about your Order, then please contact our account management team by email at email@example.com
6.1. Your rights to cancel
6.1.1. You are solely responsible for properly cancelling your account where contractually permitted to do so.
6.1.2. We require a minimum of 30 days written notice of cancellation, such notice to be given in accordance with clauses 6.1.3 and 6.1.4, as applicable.
6.1.3. Rolling Monthly Subscriptions – you may give us written notice to cancel your rolling monthly Subscription at any time, as outlined in clause 6.1.1, but your 30 day notice period will only take effect at the end of your current Billing Period. You will remain liable for all Subscription Fees and Overage Charges incurred until the end of your 30 day notice period.
6.1.4. Quarterly, Bi-Annual and Annual Subscriptions – you may give us written notice to cancel your quarterly, bi-annual or annual Subscription 30 days prior to the end of any Subscription Period as outlined in clause 6.1.1. Such cancellation will take effect at midnight at the end of that Subscription Period. Failure to provide at least 30 day’s written notice will result in the subscription automatically renewing on the same terms as before at the end of each Subscription Period.
6.1.5. Following the end of your notice period, all site monitoring will cease and access to your account will be blocked except to allow you to retrieve all data held within your account for a reasonable period. After data in your account is deleted, it cannot be recovered from SEO Platform even if you subsequently re-subscribe.
6.1.6. Please be aware that SEO Platform may for a time retain residual information in our backup and/or archival copies of our database. Except for your access to account data following cancellation, we will make reasonable commercial efforts to delete your information as soon as possible after you cancel.
6.2. Our rights to cancel
We may, but are not obliged to, cancel your activation if you:
- order Products that become unavailable. If this happens we will let you know the Products are not available and we will try to help you find alternative products which meet your needs, or we will provide a pro rata refund of prepaid quarterly, bi-annual, or annual Subscription Fees; or
- do not pay us the price due for the Products by the due date; or
- are either not able or not authorized to enter into a Contract with us.
If we wish to cancel your Order, we will contact you first to discuss this, and will allow you to retrieve your data profile and Customer Account Content for a reasonable period.
- Copyright and Content Ownership
We claim no intellectual property rights over the material you upload to the Platform. Your data profile and any Customer Account Content remains yours.
We do not pre-screen Account Content, but we have the right (but not the obligation) at our sole discretion to refuse or remove any Account Content that you upload to the Platform.
The design and content of our Website and Platform, and the material published on it, is protected by copyright and is owned by us. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS or visual design elements without express written permission from us.
Customer will not (and will not allow any third party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying structure, ideas, or algorithms of the Platform, (ii) modify, translate, or create derivative works based on the Platform; (iii) copy, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Platform; or (iv) access or use the Platform for any benchmarking or other competitive purpose.
- Data Archiving and Purging
The nature of analyzing websites is somewhat unpredictable in nature and therefore we have frequent data housekeeping, archiving and purging processes that remove old redundant data from our systems. We may, with reasonable advance notice to you, archive or purge any of your Account Content that has not been accessed in at least 3 years.
- Confidential Information
During the term of the Contract, each party (a “Disclosing Party”) may provide the other party (a “Receiving Party”) with confidential and/or proprietary materials and information (“Confidential Information”). Customer Account Content is considered Customer Confidential Information. Details of SEO Platform’s existing or future products, technical information and pricing are considered SEO Platform’s Confidential Information. The Receiving Party will only use the Confidential Information for the purposes contemplated hereunder. The Receiving Party shall maintain the confidentiality of the other party’s Confidential Information and will not disclose such information to any third party without the prior written consent of the Disclosing Party (except as outlined in section 11 below), provided that, the Receiving Party may disclose such information to third party agents (that are bound in writing to confidentiality and non-use obligations at least as protective of the Disclosing Party’s Confidential Information as in this Agreement) as necessary for the Receiving Party to exercise its rights hereunder. The Receiving Party will return to the Disclosing Party or destroy all of the Disclosing Party’s Confidential Information upon termination of this Contract. The obligations contained in this Section 10 shall not apply to any information which is generally available to the public, or which the Disclosing Party has authorized for non-confidential disclosure.
- SEO Effectiveness Research
Customer acknowledges and agrees that SEO Platform may from time to time conduct SEO Effectiveness Research, which will include us statistically analyzing your account activity, key events and your website analytics data feed alongside thousands of other websites to try and identify trends, insights and to research and report on significant factors that affect a site’s ability to rank well in the search engines. We will use this research to improve our tools, reports, advice and services and we will share our findings with anyone who has participated in the program. All data provided by customers is held securely and will only ever be presented at an aggregate level.
All confidential data provided, including details of site traffic and metrics, will be held confidentially and all data shared will be done so at an aggregate level only and no data that can be used to identify a specific website will be published at any time.
- Intellectual Property and Trade Marks
You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Platform. Except as expressly stated herein, this agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Platform.
We confirm that we have all the rights in relation to the Platform that are necessary to grant all the rights we purport to grant under, and in accordance with, the terms of this agreement.
If, however, a third party successfully claims that our Products breach that third party’s intellectual property rights, we will be entitled to replace the Products (or the part in question) free of charge or, at our discretion, refund to you the price of the Products (or a proportionate part of the price), but we are not accountable to you in any other way. In particular, we will not be responsible for any defects or intellectual property rights claims arising from your customization of the Products or your other instructions.
- Third party Products and Services
We may provide links on our Website to the websites of other companies. We do not control those companies and so we cannot promise that third party Products and Services which you purchase from companies to whose website we have provided a link on our Website will be of satisfactory quality, and we do not give any promise about those companies or their Products and Services. We will notify you when a third party is involved in a transaction, and we may disclose your information related to that transaction to the third party seller.
- Customer Representations and Warranties
Customer represents and warrants that its use of the Platform will be in accordance with all applicable laws and regulations. Customer further represents and warrants that it is not a competitor of SEO Platform and that it will not access or use the Platform in order to create a competitive product or service or copy any features or functionality in the Platform.
- Limitation of Liability
This clause sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of any breach of this agreement; any use made by you of the Platform and/or any supporting documentation or any part of them; and any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
Nothing in this agreement excludes our liability for death or personal injury caused by our negligence; or for fraud or fraudulent misrepresentation.
Except for our breach of a warranty, we will not be liable under or in relation to the Contract or its subject matter for any liability, loss or damage (whether arising due to negligence, breach of contract, misrepresentation, or for any other reason excluding fraudulent misrepresentation (in the unlikely event that this should happen)) exceeding all Subscription Fees paid by you during the most recent 12-month period. This means, for example, that we are not liable above the maximum amount for:
- any inaccuracies, errors or omissions in information on our website or in the Platform;
- any delay in providing or failing to supply the Products;
- any loss of profits, loss of business, loss of anticipated savings, loss of sales or turnover, loss of, or damage to reputation, loss of contract, loss of customers, loss of, or loss of use of any software or data, loss of use of any computer or other equipment or plant, wasted management or other staff time, (in each case whether direct or indirect) or any indirect, consequential loss or damage.
Except as otherwise provided in these Terms, we exclude all representations and warranties, express or implied, in relation to the Products to the fullest extent permitted by law.
You and we agree that should any sentence or paragraph which limits liability contained in the Contract be held to be invalid under any applicable legislation or rule of law, it will be deemed deleted, but if as a result of it being deleted we become liable for loss or damage which would otherwise have been excluded or limited, our liability shall be limited to the total Subscription Fees paid by you during the 12 months immediately preceding the date on which the claim arose.
Except as otherwise provided in these Terms, the Platform and its content are provided “as is” and “as available” without any warranty or representations of any kind, whether expressed or implied.
We are a distributor and not a publisher of the content supplied by third parties; as such, we exercise no editorial control over such content and make no warranty or representation as to the accuracy, reliability or currency of any information, content, service or merchandise provided through or accessible via the site.
There may be contractual or technical limitations or restrictions to our services imposed by third parties (for example search engines). You acknowledge that such third parties can impose or change such limitations or restrictions at any time, and you will therefore be subject to such limitations or restrictions, which we take no responsibility for.
We do not warrant that all tools, services, data and reports will be accessible 100% of the time, nor do we warrant that we will be able to continue to provide access to all tools, services, data and reports during the term. Some of the tools, services, data and reports are produced by accessing third party data sources and no warranty is expressed or implied that access to these services will be available in the future as such services may be withdrawn or modified at any time and without notice by such third parties. Your sole remedy for complete or excessive unavailability of any tool or service is cancellation of your account and a pro rata refund of prepaid Subscription Fees.
Without limiting the foregoing, we specifically disclaim all warranties and representations as the publisher of any content transmitted on or in connection with the site or on sites that may appear as links on the site, including without limitation any warranties of merchantability, fitness for a particular purpose or non-infringement of third-party rights. No oral advice or written information given by us or any of our subsidiaries, affiliates, employees, officers, directors, agents, or the like shall create a warranty.
- Events outside our control
Sometimes things happen that are outside our reasonable control, for example, acts of God, adverse weather conditions, strikes and industrial action, compliance with any law or governmental order, rule, regulation or direction, cyber-attack, or failure of our suppliers. Because these things are outside our reasonable control, we will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by such events. Our performance under any Contract will be suspended for the period of time that the event occurs and we will have an extension of time for performance for the duration of that period of time. We will, of course, try to find a solution to help us to perform the Contract wherever possible.
- Privacy & Data Protection
SEO Platform is firmly committed to protecting the privacy of your personal information and the personal information of your employees and customers. We warrant that we use reasonable industry practices to safeguard Customer Account Content, including implementing and maintaining appropriate administrative, physical and technical safeguards to secure Customer Account Content from unauthorized access, alteration, loss, or use. With respect to Customer Account Content, we warrant that we comply with all applicable data protection laws, regulations, and industry standards.
Additionally, if: (a) you are established in the European Economic Area (EEA); (b) you provide goods or services to customers in the EEA; or (c) you are otherwise subject to the requirements of the EU General Data Protection Regulation.
With Customer’s prior consent, SEO Platform may use Customer’s name and logo on the SEO Platform website and as a part of a general list of SEO Platform’s customers for use and reference in corporate, promotional and marketing collateral.
These Terms and any document expressly referred to in them constitute the whole agreement between you and us and supersede any prior agreement, understanding or arrangement between you and us, relating to the subject matter of any Contract. You and us acknowledge that, in entering into a Contract, neither you or us relies on any statement, representation, undertaking or promise of any person (“Representation”), except as expressly stated in these Terms. Both you and us agree that the only rights and remedies available to you and us arising out of or in connection with any Representation, will be for breach of contract as provided in these Terms, although this does not limit or exclude any liability for fraud.
Any notice which is given under these Terms or a Contract will be given either by Electronic Communication (which, if the notice is given by us, includes by posting notices on our Website), or if by you, by pre-paid recorded delivery, addressed to us at the address in these Terms (see section 1 above) and, if by us, by first class post addressed to you at the address on your Order. Legal proceedings must be served by first class post or pre-paid recorded delivery only and, if to us, addressed to our Legal Team.
Any Electronic Communication will be deemed to be received when the party to whom the Electronic Communication is addressed is able to access it.
If a court or other competent authority rules that any of these Terms or the provisions of a Contract are void or unenforceable in whole or part, the other Terms or provisions of the Contract and the remainder of the void or unenforceable Term or provision of the Contract will still be valid.
If we fail to exercise or delay in exercising a right or remedy provided by these Terms or by the Contract or by law that does not mean we give up those or any other rights or remedies. We reserve the right to exercise those rights or remedies in the future.
Any Contract is binding on you and us and on our respective successors or assigns. You may not transfer a Contract, or any of your rights or obligations arising under it, to any other person without our prior written consent. We may transfer a Contract, or any of our rights or obligations arising under it, to any other person at any time during the term of the Contract.
We may perform any of our obligations or exercise any of our rights ourselves or through any third-party provider.
A person who is not a party to these Terms or a Contract will have no right in relation to them under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
These Terms and any Contract will be governed by and construed in all respects in accordance with California law. We and you agree that the courts in San Francisco, California will have exclusive jurisdiction to settle any claims or proceedings relating to these Terms and any Contract or its subject matter.
Professional Services – Specific Terms
You should read all of these Terms before ordering a Professional Services package, as by doing so you indicate your acceptance of this agreement.
By accepting this agreement you agree that:
- You are authorized to accept it on behalf of the business entity which you represent;
- You, and the business entity which you represent, will comply with all its terms.
- Professional Services Rights and Responsibilities
You are responsible for scheduling in time with our Professional Services trainers for the delivery of any Professional Services purchased from us.
All Professional Services purchased must be delivered within 90 days of purchase, unless otherwise agreed in writing prior to the end of the 90 day period.
We reserve the right to refuse any requests to extend Professional Services delivery beyond the 90 day period.
No refunds will be made for any Professional Services purchased, regardless of whether the Professional Services have been delivered at the point of cancellation or not.
All trademarks acknowledged.
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