Terms and Conditions

Scope

The following General Terms and Conditions and Terms of Use for the “SEOCompare™” (hereinafter “Terms and Conditions”) apply to the business relationship between Barracuda Digital Limited (hereinafter referred to as “Barracuda”), Unit 1C, The Chandlery, 50 Westminster Bridge Road, London. United Kingdom, SE1 7QY and the Client, to the extent that no product- or service-specific conditions apply.

These Terms and Conditions also apply to future business relationships, unless other terms and conditions have been expressly agreed.

These Terms and Conditions apply exclusively. Any deviating, conflicting or additional terms and conditions of the Client do not apply even if Barracuda provides services without expressly disputing such Client terms and conditions. Additional terms and conditions must be agreed in writing to become valid. By placing the order, the Client accepts the foregoing conditions as binding.

If any provision of the offer conflicts with the provisions of these Terms and Conditions, the provisions contained in the offer will govern to the extent of the conflict.

1. Description of services “SEOCompare”

  1. The subject of the service is the provision of and access to, subject to payment of the contractual fees, the “SEOCompare” platform (hereinafter referred to as the “SEOC”) as Software as a Service provided by Barracuda and which is described in more detail in the relevant product description.
  2. The functionality of the Platform is specified in the relevant current product description.
  3. The Client intends to use the platform for market analysis in the area of Search Engine Marketing.
  4. The data processed as part of the use of the Platform originates from third party sources such as “Google” or 'Searchmetrics'. SEOC disclaims all liability for accuracy, completeness or correctness of the data received from third parties.

2. Fees and payment terms

  1. The fees and payment terms are specified in the offer.
  2. The fees are exclusive of VAT unless otherwise specified in the relevant offer.
  3. Unless otherwise agreed, all fees are payable in advance without deductions.
  4. Any specific requirements regarding invoices must be provided to Barracuda at the time of signature of the offer or immediately thereafter.

3. Grant of rights

  1. Barracuda is the holder of all rights in connection with the Platform and the associated database and software, including all copyrights, trademarks, patent rights, trade secrets and other intellectual property rights.
  2. Barracuda grants to the Client, subject to payment of the contractual fees, a limited, non-exclusive, non-transferable global license during the contract term, without the right to grant sub-licenses, to access and use the Platform through the interface and to display, download and export individual data sets exclusively using the online search masks provided by Barracuda for Client’s internal business purposes, insofar as this is envisaged independently. Automated retrieval through scripts or similar is not permitted. References to copyright or other notes on intellectual property rights in the Platform must not be removed or amended.
  3. With regard to the transmission of the data by the Client to Barracuda for analysis by the Platform, the Client grants Barracuda the right to use this data for the duration of the contract term in order to provide the services in accordance with the contract.
  4. Client authorises Barracuda to mention the Client as part of its web presence and in marketing material.

4. Mutual rights and obligations

  1. The Client is responsible for maintaining the confidentiality regarding the access data and any passwords to use the Panguin Tool services and to inform Barracuda immediately if the access data or password has been obtained by a third party without authorization.
  2. The Client is responsible for all activities carried out using Client’s password, except that the Client is not liable if there is misuse of the password without breach of the existing duty of care. In such case, the Client shall provide evidence that he is not responsible for the misuse of his password.
  3. The Client is responsible for ensuring adequate networks, Internet connections, telecommunication connections, hardware and software, as well as sufficient competent staff, for the use of the Panguin Tool.

5. Confidentiality

  1. “Confidential Information” as part of the contract includes all the data protected by copyright or as database records as well as all other information, which is disclosed by one of the contracting parties to the other and which is either marked as “confidential” or is to be regarded as confidential given the nature of the information and the circumstances of disclosure. In particular this includes information of a business nature and information on product developments. However, information which is known to the general public, which was already known to the other party to whom it was disclosed or which was developed by the recipient contracting party independently and without using the Confidential Information is not regarded as Confidential Information.

6. Intellectual property rights

Barracuda and its licensors are the sole and exclusive owner of all Intellectual Property Rights including but not limited to copyrights, patent rights, trade secrets, trademarks and other intellectual property rights on works and services, which are developed and provided for according to this contract including Source Codes, Database, Hardware or other material like analyses, developments, documentations and reports, as well as material for preparation.

7. Guarantees and liability

  1. Insofar as nothing to the contrary is stipulated below, Barracuda is liable in accordance with applicable law.
  2. In the event of a threat of legal proceedings owing to a breach of intellectual property rights, the Client must provide security for the full amount of the proven threatened loss within three weeks of sufficient presentation of the legal and factual circumstances by Barracuda.
  3. In addition, the Client will bear all the court and out-of-court costs and expenses incurred in connection with court proceedings owing to a breach of intellectual property rights.
  4. Barracuda is not liable for the Client’s lost profits or other losses regarding the Client’s assets. Insofar as the contractual liability of Searchmetrics is ruled out or limited, this also applies to the personal liability of employees, representatives and vicarious agents.
  5. Except for claims due to unlawful acts or claims under the Product Liability Act, any compensation claim by the Client is subject to the statute of limitations and must be made no later than one (1) year after the end of the year in which the claim has arisen and the contracting partner has become aware, or should have become aware without gross negligence, of the circumstances on which the claim is based.
  6. Liability is not assumed for the accuracy of data and content provided or sent by a third party. In particular Barracuda is not liable for delays that arise through incomplete data transmission by the Client.

8. Contract term and termination

  1. Unless otherwise stated in the offer, the term of the contract is 12 months and starts on the date indicated in the offer. The contract term will automatically extend for further 12 month period unless the client logs into their account and cancels the agreement.
  2. The right to terminate for cause remains unaffected. For the avoidance of doubt, Barracuda has a right to terminate the service at any time.

9. Retention

The Client is authorised to exercise a right of retention only to the extent that his counterclaim is based on the same contractual relationship.

10. Amendments

  1. Amendments to the Terms and Conditions can be agreed through an offer from Barracuda and acceptance of the Client. The offer from Barracuda will take place by means of a notification of the changes via email. If the Client does not object to the changes within six weeks after receipt of the notification, the offer is deemed accepted and the changes will take effect, but only to the extent that Barracuda has expressly notified the Client of this effect in the notification of changes.
  2. If the Client objects to the offer by the deadline, the contract will continue to operate under the previous conditions.

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