2. Visitor and User Information
By visiting our website and entering company information, you represent and warrant that you are authorized by your company to enter into this Agreement, incur the financial obligations and use the services of Linkgraph on behalf of your company.
Your use of Linkgraph platform is a personal, non-exclusive, revocable, limited license granted by us to you after you have registered and paid, as required, to use the Linkgraph related services. If you breach any agreement including the policies set forth in this Agreement, Linkgraph may revoke this license or restrict access by you to Linkgraph platform and related services. Moreover, as a licensee in using Linkgraph services, no ownership rights are transferred to you as a User. If Linkgraph fails to revoke your license or restrict access, such failure on our part does not constitute a waiver of your conduct.
Linkgraph.io is in the business of providing high quality SEO services to increase organic traffic to your website through our proprietary software, original content, website development and best in class SEO consulting. We use our reasonable efforts as measured in our industry, but we can not guarantee results as numerous factors may effect our services that are beyond our control. You understand that your revenue and search engine traffic may not increase and you accept our services “as is”. In establishing a commercial relationship with us, you understand there are certain risks and factors beyond our control such as:
- Linkgraph does not control the policies of various search engines and their respective algorithms, and therefore, Linkgraph is not responsible for how such policies may change a User’s search engine rankings or how such search engine platforms interact with a User’s website.
- Linkgraph relies on our Users to disclose keywords, useful content and knowledge of its industry to help Linkgraph provide its services. Linkgraph’s services are dependent on the accuracy of its Users, and therefore, we cannot guarantee an increase in search engine ranking.
- Linkgraph provides helpful tutorials, blogposts, articles on the importance of search engine optimization on its platform and it makes no representation as to whether you will experience any increase in profits or traffic in following such guidance as external factors beyond Linkgraph’s control may ultimately affect results.
- Linkgraph operates in a fast-paced, technological field and our services or expertise we provided a User, may be dated or become obsolete in the future.
By using our Linkgraph platform, you release us from any liability related to our services as you understand the risks and external factors that our beyond our control.
5. User Conditions
By becoming a commercial User, you agree to provide Linkgraph with access to all information necessary to provide its services, including, but not limited to, your website’s architecture, software codes, data, documents, keyword search terms, content, art and any other information that Linkgraph would commercially reasonably need to provide its best-in class services. Any failure or lack of access to such information may prevent Linkgraph from delivering its commercial obligations to you, and therefore, you shall not request any refund from Linkgraph as a result of your failure or inaction.
6. Linkgraph Platform
Linkgraph’s platform, proprietary source code, software, UI/UX, dashboard and other related services on its platform are the sole property of Linkgraph. By using Linkgraph platform you agree to the following:
- You will not “scrape” , extract, disassemble, or distribute any data on the Linkgraph platform;
- You will not interfere with Linkgraph’s server or any communications or transmissions related to the platform;
- You will not use any “bots” or automated applications to interfere or interact with Linkgraph platform;
- Your license to use the Linkgraph platform is yours only and you may not give any third party access to the Linkgraph platform through your license;
- You may not create derivative works or try to improve the Linkgraph platform, in whole or in part, and you may not modify, rent, sell, lease, loan, distribute the Linkgraph platform, in whole or in part, to any third party;
- You may not misrepresent yourself or your entity in using Linkgraph platform;
- You may not use Linkgraph platform to violate any rules, requirements or regulations, local or federal;
- You may not use Linkgraph platform to cause any civil or criminal harm to others.
- You agree that you will not hold Linkgraph responsible for your use of Linkgraph platform and its associated partners, websites, employees, agents and entities; and
- You agree not to alter or interfere in any way, directly or indirectly, the Linkgraph platform or its related services, including any de-indexing or de-caching of any portion of Linkgraph platform and its original content from a thirty party’s website, such as by requesting its removal from a search engine portal.
If you undertake any of the actions above, Linkgraph will immediately give you notice and may take any and all actions to remedy any damage, including, but not limited to, terminating our commercial relationship with you and preventing you from having access to our Linkgraph platform.
7. User Content
In order for us to provide certain services to you, you may be required to provide us with certain information, images, references, data or any other information that is useful for us to provide best-in class service to you (“User Content”). Please note that if we believe any User Content may be harmful to Linkgraph platform, we reserve the right to either remove, edit or modify such User Content. In addition, we can not guarantee the safety or security of any User Content that you transmit to us to use on Linkgraph platform beyond what is customary for our industry.
Moreover, you represent and warrant that you have ownership and permission over the User Content and such transmission to Linkgraph will not violate the rights of any third party. In transmitting such User Content, you grant Linkgraph, its partners, affiliates, representatives, employees and assigns a non-exclusive, limited, fully-paid, royalty-free, revocable, world-wide, universal, transferable, assignable license to display, distribute, store, broadcast, transmit, reproduce, modify, prepare derivative works, or use and reuse all or part of your User Content to provide our services to you. Finally, you grant Linkgraph a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Linkgraph platform any suggestion, enhancement request, recommendation, correction or other feedback provided by you relating to the operation of the Linkgraph platform.
9. System Interruptions
Linkgraph uses third party contractors to host and maintain our platform. Therefore, we cannot control nor predict if there any disruptions to our platform as a result of such third party contractors not fulfilling their obligations or any “acts of god” that prevent our platform from being available to you. Linkgraph continually strives to make sure any downtime is limited and does not materially affect our best-in class services to you.
10. Platform Changes
Linkgraph operates in a rapidly changing industry, and therefore, we reserve the right, at any time and for any reason, legal or otherwise, to make any changes we deem necessary to improve our platform and related services.
Linkgraph negotiates and agrees with its Users the preferred method of payment before commercial engagement. Some methods of payment depend upon third party payment processors and such payment processors’ terms and conditions, including any fees, taxes and other administrative third party payment costs. When applicable, you must agree to our third party payment processors terms and conditions and give accurate, complete and current information for processing payments. If you fail to pay or agree to such third party payment conditions, we reserve the right to suspend or terminate our services without any liability to us.
Local and federal tax rules and regulations are constantly changing. In the future if Linkgraph requests any taxes to be paid by you as a result of providing our Linkgraph platform to you, then you agree to pay such taxes.
13. Automatic Payments
Before commercial engagement, for some Users we request to have a credit card on file to be charged for recurring services that are on an automatic payment plan (“Automatic Payment”). You authorize Linkgraph to charge such Automatic Payment to be paid for our services. In addition, for some Users have campaign achievements and monthly renewals for service. You authorize Linkgraph to charge for such payments after the campaign achievements or monthly renewal for service is due. If at anytime you wish to cancel our services, you may do so by notifying your Linkgraph representative. Upon cancellation, you may have immediate restriction from accessing certain of our services or the Linkgraph platform. Moreover, Linkgraph shall have no liability for any User Content to be deleted, removed, modified and transferred.
Linkgraph has provided our pricing on our website. We reserve the right to change such pricing in order to stay competitive in our industry and continue to offer best-in class services.
All services are final as Linkgraph has considerable upfront costs in delivering our best-in class services. If you are ever dissatisfied with our services, you should speak to your designated Linkgraph representative and Linkgraph’s management shall try to work on achieving a solution in the best interests of everyone. Please note that some campaigns involve upfront costs for Google ad spends. PPC and content creation. In such cases, all payments are final and no refunds can be made.
Linkgraph works with a wide variety of Users in various industries. Linkgraph sometimes provides multi-month and year campaigns that contain objectives and other deliverables within certain timeframes. These campaigns are based on our good faith estimates of when Linkgraph believes it can achieve the campaign’s objective. If Linkgraph does not achieve the objectives immediately within certain timeframes, Linkgraph reserves the right to modify the campaign or objectives to satisfy the User. You acknowledge that these campaign timelines are non-binding in nature and the underlying service or contractor agreement shall govern the User and Linkgraph contractual relationship.
17. Intellectual Property
Linkgraph and its affiliated entities’, marks, designs, graphics, dashboard, copyrights, trademarks, logos, websites, software, source code and all other intellectual property created now and in the future, are protected by intellectual property rights under state, federal and international laws and regulations. You agree not to use, copy or distribute any intellectual property of Linkgraph without our express written consent.
18. Idea Submission
As a technology company, Linkgraph and its affiliated entities and its employees do not accept or consider unsolicited ideas, including but not limited to ideas relating to methods, processes, technologies, domain rankings, or products related to our industry. To avoid any confusion, please do not submit any unsolicited ideas, content, artwork, suggestions or other works (“Submissions”) in any form, now known or hereafter created to Linkgraph. If you make any Submissions despite our clear notice to you to NOT send us your ideas, then you agree to the following: (1) such Submissions shall become the property of Linkgraph, without any remuneration to you; (2) Linkgraph may use the Submissions in any way its see fit, in its sole discretion; and (3) Linkgraph has no obligation to keep any of the Submissions confidential.
LINKGRAPH PLATFORM AND RELATED SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS AND LINKGRAPH, ITS AFFILIATED ENTITIES, EMPLOYEES, MANAGERS, OFFICERS, ASSIGNS OR AGENTS HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LINKGRAPH SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. LINKGRAPH MAKES NO WARRANTY OF ANY KIND THAT THE PLATFORM, SOFTWARE, RELATED SERVICES AND DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE PLATFORM, RELATED SERVICES OR THE SERVER THAT MAKES THE PLATFORM AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS.
20. Limitation of Liability
IN NO EVENT WILL LINKGRAPH, ITS AFFILIATED ENTITIES, EMPLOYEES, MANAGERS, OFFICERS, ASSIGNS OR AGENTS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES RELATED TO THE PLATFORM OR OUR SERVICES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS RELATED TO THE PLATFORM OR OUR SERVICES ; (c) LOSS OF GOODWILL OR REPUTATION RELATED TO THE PLATFORM OR OUR SERVICES; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY RELATED OT THE PLATFORM OR OUR SERVICES; (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER LINKGRAPH WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE; (f) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR PLATFORM VIA A THIRD PARTY; OR (g) ANY ACTION RELATED TO THIRD PARTY COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE. DESPITE THE FOREGOING, IN THOSE STATES THAT DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, IN NO EVENT WILL LINKGRAPH’S AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNTS PAID TO LINKGRAPH OVER THE LAST SIX (6) MONTHS TO USE OUR PLATFORM AND RELATED SERVICES.
You agree to defend, indemnify and hold harmless Linkgraph, its affiliated entities, its officers, directors, managers, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable attorney’s fees) arising from:
- your violation of this Agreement ;
- your use of Linkgraph platform and related services;
- your actions, direct or indirect that impede or restrict third parties to freely access Linkgraph platform and related services; or
- your violation of any third party rights, including without limitation, any intellectual property or contractual right.
This indemnification provision survives this Agreement and your use of Linkgraph platform and related services. You agree that to defend us over any claims brought as a result of the foregoing and we reserve the right to choose our counsel to defend at your costs, including any fees, court costs, investigations and other related disbursements. In the event that we choose to settle any claim related to the foregoing, you agree that such settlement is at our discretion and at your costs.
We are a technology company and therefore we take any allegations of copyright with extreme concern. Should you believe that any copyright infringement has taken place, then please contact us by doing the following:
- Provide us your name.
- The person or entity, if different from your name, who has been infringed.
- A description of the copyright infringement.
- Location on Linkgraph platform that you believe contains the infringement.
- A statement in good faith from you that you are the copyright owner and no other third party has a legal right to such property and that you swear under penalty of perjury, that the information you have provided is completely accurate and as the exclusive copyright owner have the right in law to bring infringement proceedings with respect to its use.
You must sign this notice and submit it to: firstname.lastname@example.org.
23. Counter-Notice Procedures
Should you receive a notice from Linkgraph stating that your content has been subject to a DMCA takedown, you may respond by filing a counter-notice pursuant to the DMCA. Your counter-notice must follow the procedures set forth below:
- Your name, address, email and physical or electronic signature.
- Any reference number, if applicable.
- Identification of the material and its location before it was removed.
- A statement under penalty of perjury that the material was removed by mistake or misidentification.
- Your consent to the jurisdiction of a federal court in the district where you live (if you are in the U.S.), or your consent to the jurisdiction of a federal court in the district where your internet service provider is located (if you are not in the US).
- Your consent to accept service of process from the party who submitted the takedown notice.
Please be aware that we may not take any action regarding your counter-notice unless your notification strictly complies with the foregoing requirements. Please send this counter-notice in accordance with the takedown notice instructions above.
24. Governing Law
This Agreement shall be governed by the laws in force in the state of New York. The offer and acceptance of this contract is deemed to have occurred in the state of New York.
Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in New York, New York, before one arbitrator selected by the American Arbitration Association. In the event that the parties cannot reach an agreement on an arbitrator, the arbitrator shall be selected by the arbitrator selection procedures established by the American Arbitration Association. The arbitration shall be held, and the award shall be rendered, in the English language. The arbitration shall be administered in accordance with the American Arbitration Association’s Commercial Arbitration Rules in effect as of the date you first entered into a contractual relationship with us. Judgment on the award may be entered in any court having jurisdiction. Each party shall bear its own costs and split the arbitration fees. If a party shall fail to pay its share of the arbitration costs, then the party advancing costs for arbitration may charge interest at the highest rate permissible by law on such non-payment amount and receive reimbursement for reasonable legal fees and collection costs. Each party acknowledges and agrees that such non-payment provision is reasonable and necessary. Notwithstanding the foregoing, no party shall be responsible for another party’s legal expenses incurred in relation to any arbitration.
26. Class Action Waiver
You and Linkgraph agree that any proceedings to resolve or litigate any dispute whether through arbitration or a court of law shall be solely conducted on an individual basis and you agree not seek to have any dispute heard as a class action, representative action, collective action, or private attorney general action.
27. Severability; No Third Party
If any one or more of the provisions of this Agreement should be ruled wholly or partly invalid or unenforceable by a court or other governmental body of competent jurisdiction, then the validity and enforceability of all provisions of this Agreement not ruled to be invalid or unenforceable shall be unaffected. This Agreement shall not confer upon any third party rights or remedies hereunder, other than the parties hereto, under any legal theory
Any non-enforcement of any particular provision or provisions of this Agreement or the any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.
29 Assignment and Survival
You may not assign any rights under this Agreement to any third party without our express written consent. All portions of this Agreement that would reasonably be believed to survive termination shall survive and remain in full force upon termination, including but not limited to the Limitation of Liabilities, Disclaimer, Indemnification, and Arbitration sections.
Our commercial engagement usually involves month to month or longer-term engagements. For longer-term engagements, please refer to our commercial contract for termination provisions. Please be aware that upon termination of your account, access to portions of our Linkgraph platform and our related services may be become immediately disabled. Linkgraph reserves the right to terminate its commercial agreement with you if: (1) you have violated any applicable laws while using our Linkgraph platform; (2) if you have violated this Agreement; or (3) if we believe that any of your actions may legally harm Linkgraph, our business, our reputation or our business interests, at our sole decision or discretion.
31. Entire Agreement
We are a technology company and the rules and regulations constantly change in our industry. Therefore, we may amend this Agreement at any time and in the near future. If we do, we may notify you and post the most recent update to this Agreement. If you do not agree with any amendment, then you must cease immediately to use our Linkgraph platform or any of our related services.
33. Relationship of the Parties.
Notwithstanding any provision hereof, for all purposes of this Agreement, each party shall be and act as an independent contractor and not a partner, joint venture, or agent of the other and shall not bind nor attempt to bind the other to any contract.
Where you have any questions, issues, or if you are having trouble accessing or using the Linkgraph platform, please contact your Linkgraph associate immediately.
35. California Users
Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Linkgraph must be sent to your Linkgraph associate immediately.
Lastly, California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.