This User Agreement ("Agreement") is concluded between you ("you", "your") and Techfusion LTD, the Republic of Cyprus ("we", "us", "our") in respect to SEO PowerSuite, which provides SEO tools ("SEO PowerSuite") downloadable via https://www.link-assistant.com/ and https://www.seopowersuite.com (and other available domains such as .fr, .de, .nl, .jp, .es, .ru.) (each referred to as "Website"). The Agreement applies to SEO PowerSuite in general, as well as to all and any of the products included therein, such as Rank Tracker, WebSite Auditor, SEO SpyGlass, LinkAssistant. The list of such products may change from time to time, but the use of each available product is governed by the Agreement.
When downloading, installing, or using SEO PowerSuite, you agree to be bound by and comply with the Agreement, to bind your authorized users (such as your employees), and require their compliance with the Agreement.
If you are an individual agreeing to the terms of the Agreement on behalf of an entity, such as your employer, you represent that you have the legal authority to bind that entity, and "you" and "your" shall refer herein to such entity.
Please note that the Agreement may be amended from time to time and your use of SEO PowerSuite after the new version of the Agreement was posted constitutes the consent with the new terms of the Agreement.
IF YOU DO NOT AGREE TO ALL TERMS OF THE AGREEMENT, DO NOT DOWNLOAD, INSTALL OR USE SEO POWERSUITE, AND YOU SHALL PERMANENTLY DESTROY ALL COPIES OF SEO POWERSUITE.
1.1. License conditions. Subject to your compliance with the terms of the Agreement, from the date when you duly download or otherwise duly get access to SEO PowerSuite, we grant to you a non-exclusive, non-transferable, non-sublicensable, worldwide license to download, install and use SEO PowerSuite, in object code form only, for internal business purposes, until termination of the Agreement in accordance with section "Termination" herein ("License").
1.2. Types of Licenses. We offer you different types of Licenses such as Free, Professional, and Enterprise. As a rule, the types of Licenses differ in the functionality available to you. You can always find an up-to-date description of each type of License on the Website.
1.3. License term. The term of the License is limited to 1 (one) year and will be automatically renewed for another renewal period of 1 (one) year unless you cancel your subscription before the new subscription period starts. The Free License will be renewed free of charge. The Professional and Enterprise Licenses will be renewed at the price specified for the relevant License on the Website at the moment of renewal.
1.4. License key. You shall keep your license key confidential and not share it with third parties. All actions performed in SEO PowerSuite after gaining access using your license key are considered to be performed by you.
2. SCOPE OF THE LICENSE. The License gives you the right to (a) download, install and use SEO PowerSuite on a device provided by you for your internal business purposes in accordance with the licensing permissions applicable to you; and (b) receive support services (bug fixes and feature improvements) and updates in accordance with the policies and processes published on the Website from time to time. You do not acquire any rights with respect to SEO PowerSuite other than those expressly granted to you in the Agreement.
3. SINGLE-USER LICENSE. The License is provided only for 1 (one) user, and if you want to run SEO PowerSuite on multiple machines concurrently, you are required to purchase several Licenses.
4.1. Unless otherwise directly specified in the Agreement you shall not:
a. Give away, copy, license, sub-license, sell, rent, lease, distribute, monetize, transmit, host, outsource, disclose, or otherwise make SEO PowerSuite or its functionality available to any third parties;
b. Reverse engineer, disassemble, decompile, decrypt, decode, adapt or otherwise attempt to derive or gain access to the source code of the SEO PowerSuite;
c. Modify or make derivative works of the SEO PowerSuite;
d. Remove, modify, or conceal any product identification, copyright, proprietary, intellectual property notices, or other marks;
e. Use information obtained from SEO PowerSuite directly for making a profit (including selling or licensing such information) or use it in a manner contrary to law;
f. In any way attempt to disrupt SEO PowerSuite or make it difficult for other users to use the SEO PowerSuite;
g. Use access to SEO PowerSuite and any other information for the purpose of building or replicating SEO PowerSuite, or conducting any other activity that is competing to our business;
h. In any other way attempt to profit from the use of SEO PowerSuite, except directly from the purposes for which we provide you with SEO PowerSuite;
i. Use SEO PowerSuite in any manner that is contrary to the law or the Agreement.
4.2. You undertake to comply with the terms set forth herein and agree that we may take all necessary measures to prevent and cease violations of the Agreement including revoking your Licence without prior notice and any refunds.
5. NO WARRANTIES
5.1. AS IS clause. You expressly understand and agree that the use of SEO PowerSuite is at your sole risk and that SEO PowerSuite is provided "AS IS". We do not warrant that SEO PowerSuite will meet your needs or requirements, that access to SEO PowerSuite will be uninterrupted, fast, secure and error-free.
5.2. In particular, we make no guarantees and take no responsibility for the compatibility of your device with SEO PowerSuite. You are responsible for any damages that may occur when SEO PowerSuite and your device interact.
5.3. No advice or information, whether oral or written, obtained from us or elsewhere, shall create any warranty not expressly stated in the Agreement.
5.4. You are solely responsible for any consequences of your use of SEO PowerSuite.
6.1. General rule. We retain all and any rights to SEO PowerSuite, its components, and other intellectual property, except as expressly granted to you herein.
6.2. Trademark ownership. All trademarks, service marks, and trade names are owned, registered, and (or) licensed by us. You do not acquire a license or any ownership rights to any trademarks, service marks, or trade names through your use of SEO PowerSuite.
6.3. Your data. Ownership of your data shall remain with you and we shall have no rights thereto except the limited right to use it on an "as needed" basis in connection with the ongoing operation, maintenance, or support of SEO PowerSuite.
SEO PowerSuite can store information about your projects as described via the link. Note that we have the right to delete all information about your projects if you do not renew your subscription, and we are not obligated to keep it and provide you with a copy of such data when your subscription is canceled.
6.4. Feedback. You understand that any comments, feedback, or ideas you send us are provided on a non-confidential basis and you grant to us a perpetual, worldwide license to use all comments, feedback, and ideas you may share with us, without notice, compensation, or acknowledgment to you, for any purposes whatsoever, including, but not limited to, developing, manufacturing and marketing our products and services. We reserve the right to publish a selected list of the users of SEO PowerSuite.
7.1. Prices. The Free License does not require you to pay any fees. Professional and Enterprise Licenses can be purchased at the prices paid 100% in advance as listed on the Website. The prices listed on the Website do not include any applicable taxes and other required fees. We reserve the right to unilaterally update the payment conditions by indicating updated payment conditions on the Website. Updated payment conditions will become effective for you the next payment period following the last fully paid period (next year). All prices and other payment conditions indicated on the Website are relevant at the moment of payment.
7.2. Discounts. We can offer discounts at our discretion. If you purchase the License at a discount, such terms are effective only at the time of such a purchase. For the next payment period, you will pay on the terms that will be indicated on the Website at the time of the next payment (unless it is explicitly stated that this price is only valid for new users).
7.3. Payment methods. You can make a payment using one of the methods provided on the Website. We are not liable for the hardware and software complex of payment providers' payment systems and are not responsible for errors in such hardware and software complex. The payment provider is fully responsible for refunds if the money was written off because of any errors in the hardware and software complex of payment systems' operation and the payment was not authorized by the provider.
7.5. Auto-renewal. By placing the order, you agree to the automatic renewal. You acknowledge that the consent to the automatic renewal means that we may renew the type of the License chosen by you and charge you the appropriate price for the type of License on a regular basis in accordance with the payment details provided by you unless you withdraw your consent to the automatic renewal. You can withdraw your consent to the automatic renewal in your account, which was created in the payment provider's system.
7.6. No refunds. You are not entitled to get any refund if you have not used SEO PowerSuite or have not used it daily during the paid period with time breaks, etc. (regardless of the reasons).
8.1. We reserve the right to modify, suspend, or discontinue, temporarily or permanently, SEO PowerSuite without prior notice to you.
8.2. All descriptions of the Licenses and pricing are subject to change at any time without notice, at the sole discretion of us.
10. INDEMNIFICATION BY YOU
10.1. Indemnification. You agree to hold harmless and indemnify us and our authorized officers, directors, employees, agents, partners, resellers, successors, and assigns from and against any third-party claim arising from or in any way related to your breach of the Agreement, use of SEO PowerSuite, or violation of applicable laws, rules or regulations in connection with SEO PowerSuite, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs, and attorneys' fees, of any kind and nature.
11. LIMITATION OF LIABILITY
11.1. Limitations. You expressly understand and agree that we shall not be liable to you for any direct, indirect, incidental, special consequential, or exemplary damages incurred by you, including, but not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute services, or other loss. The foregoing limitations on our liability shall apply whether or not we have been advised of or should have been aware of the possibility of any such losses arising.
11.2. Cap on liability. If the limitation of liability provision under applicable law is held invalid, in any case, our cumulative liability for all claims arising from or relating to SEO PowerSuite shall be a maximum of SEO PowerSuite price paid to us by you for the License in the period in which the event which gave rise to the claim has arisen.
11.3. Force Majeure. In no event will we be liable or responsible for any failure or delay when and to the extent such failure or delay is caused by any circumstances beyond our reasonable control, including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades, a national or regional emergency, internet connection degradation, strikes, labor stoppages or slowdowns or other industrial disturbances, a passage of a law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications (including the deterioration of internet connection) or transportation.
12. APPLICABLE LAW AND DISPUTE RESOLUTION
12.1. Applicable law. Any issue which is not agreed in the Agreement will be governed by laws of England and Wales.
12.2. Dispute resolution. The parties will endeavor to resolve all disputes, controversies, and claims that may arise in connection with the execution, termination, or invalidation of the Agreement by negotiations. The party which has any claims and (or) disagreements shall send a message to the other party indicating the claims and (or) disagreements that have arisen. If nevertheless a disagreement or claim was not solved by negotiations, such dispute shall be resolved in the competent courts by the location of us.
13.1. Termination by us. The Agreement may be terminated by us at any time without prior notice to you if you fail to use SEO PowerSuite in accordance with the Agreement, or with prior notice to you for any reason if the provision of SEO PowerSuite becomes impossible.
13.2. Termination by you. You may terminate the Agreement at any time by withdrawing your consent to auto-renewal of your subscription, stoping using, and destroying all copies of SEO PowerSuite.
13.3. Effect of termination. Regardless of the party initiating the termination, you shall destroy all copies of SEO PowerSuite immediately after the termination and (or) receiving the termination notice from us. Termination of the Agreement by any reason does not bind us to return you the price paid for the License.
13.4. Your obligations to pay off the outstanding payments to us, if any, shall remain in force after the Agreement termination until their full performance.
14.1. Severability. If any provision of the Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of the Agreement will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
14.2. Entire agreement. The Agreement is the final, complete and exclusive agreement between you and us with respect to the subject matters hereof and supersede and merge all prior discussions and agreements between the parties with respect to such subject matters (including any prior Agreement).
14.3. No waiver of rights. Our failure to exercise or enforce any right or provision of the Agreement shall not operate as a waiver of such right or provision.
14.4. Titles and interpretation. The clause titles in the Agreement are for convenience only and have no legal or contractual effect. The word "including" means "including without limitation".
14.5. Independent contractor. Your relationship to us is that of an independent contractor, and neither party is an agent or partner of the other.
14.6. Assignment. The Agreement and your rights and obligations herein may not be assigned by you without our prior written consent, and any attempted assignment in violation of the foregoing will be null and void. We may assign the Agreement without your consent. The terms of the Agreement shall be binding upon assignees.