Terms of Service for Backlink API

This Terms of Service (“Agreement”) governs the provision of access to and use of the Backlinks Application Programming Interface (“Services”).

This Agreement is entered into by and between SER Acquisition Inc. with an address at PO Box 19801, C/O the Corporation Trust Company, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware, United States (“Provider”) and the entity agreeing to these terms (“Customer”). Provider and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.”

By purchasing a subscription, and/or accessing or using the Services, the Customer (A)  acknowledges and accepts these terms and the Privacy Policy and agrees to be legally bound by them and (B) represents and warrants that they have the right, power, and authority to enter into this Agreement on behalf of Customer and to bind Customer to its terms. If you do not agree to the terms of the Agreement, the Provider will not and does not make the Services available to you and you should not use the Services.

1. Definitions.
   1. “API” means the Provider’s Backlinks application programming interfaces, including all associated software, documentation, and updates.
   2. “API Credentials” means the unique keys or other access credentials issued by the Provider to the Customer for accessing and using the API.
   3. “API Data Unit” means the cost value assigned to results returned by the API when requesting a particular API method. Different API methods and their returned results consume varying numbers of API Data Units, with each method having its own specific unit consumption rate based on the type and complexity of data provided.
   4. “Approved Domain” means a website domain that has successfully completed the Provider’s verification process for API integration, conducted through the Support Team.
   5. “Authorized User” means Customer’s employees and contractors who are authorized to use the Services under Customer’s subscription. For clarity, any use of the Services by an Authorized User shall be considered use by the Customer.
   6. “Services” means the Backlinks API service, including all features, updates, and related technologies, provided by the Provider as a cloud-based, Software-as-a-Service solution.
   7. “Subscription Plan” means the Customer’s purchased level of access to the Services.
   8. “Support Team” means the designated personnel responsible for facilitating API integration, performing necessary verifications, addressing technical and operational inquiries, and providing ongoing Customer assistance as required under this Agreement.
2. Access and Use.  
   1. Upon purchase of a subscription, the Customer will gain access to the Services as specified under the chosen Subscription Plan. Provider grants Customer a limited, non-exclusive, non-transferable right to access and use the Services for Customer’s internal business purposes.
   2. Use Restrictions. The Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. The Services shall not be used to conduct any form of competitive analysis or intelligence. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services to any third party; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services; (v) use the Services for any purpose other than integrating the API data within the Customer’s software, available only on the Approved Domains. The change of the Approved Domains must be endorsed by the Provider via email; or (vi) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
   3. Suspension. Provider may temporarily suspend Customer’s access to the Services in whole or in part, without liability, if: (i) Provider reasonably determines that (A) there is a threat or attack on the Services, including unauthorized access to Provider’s systems or data; (B) Customer’s use of the Services poses a security risk or may harm the integrity of the Services, Provider’s systems, or other customers; (C) Customer is using the Services for fraudulent, illegal, or unauthorized purposes; (D) Customer has ceased its operations, made an assignment for the benefit of creditors, or is subject to bankruptcy or similar legal proceedings; or (E) Provider’s provision of the Services is prohibited by applicable law; (ii) any third-party vendor of Provider has suspended or terminated Provider’s access to necessary third-party services that enable the provision of Services to Customer. Provider will make reasonable efforts to notify Customer of any suspension and will use commercially reasonable efforts to resume the Services as promptly as possible after the issue causing the suspension is resolved. Provider is not responsible for any damages, losses, or other consequences incurred by Customer as a result of a suspension. Notwithstanding anything to the contrary in this Agreement, Provider may suspend the Customer’s access to the Services if: (i) there is a security threat or misuse of the Services; (ii) the Customer is engaged in illegal or unauthorized activities; (iii) Provider’s access to necessary third-party services is interrupted; or (iv) required by law. The Provider will attempt to notify the Customer and resume Services promptly once the issue is resolved. The Provider is not liable for any losses resulting from such suspension.
   4. API Credentials. The API Credentials issued to the Customer are unique and non-transferable. The Customer shall not share, sell, lease, or otherwise make the API Credentials available to any third party. The Customer is responsible for maintaining the confidentiality of the API Credentials and ensuring that no unauthorized person or entity gains access to the Services through the Customer’s API Credentials.
3. Subscription Plans, Fees and Payment.
   1. Fees for the Services are based on a subscription model, which grants the Customer access to specified API Data Units per month. The Subscription Plans are tiered as follows:
      
      
      
      • 5 million API Data Units per month for $149
      • 20 million API Data Units per month for $349
      • 100 million API Data Units per month for $899
      
      
      Additional custom Subscription Plans may be arranged for Customers requiring larger volumes of API data.
   2. Each Subscription Plan has a monthly limit on API Data Units. Once the limit is reached, additional API access will not be available until the start of the next billing cycle. Unused API Data Units do not roll over to the next month.
   3. All fees are payable in advance, and no free trial is offered for the Services. The Provider reserves the right to amend the fees for any Subscription Plan, and such changes will take effect at the time of the next renewal period.
   4. The Customer may upgrade its Subscription Plan at any time to increase the number of monthly API Data Units. Such changes will take effect from the start of the next renewal period.
   5. The Customer shall pay the Provider the fees (“Fees”) specified in the selected Subscription Plan, without any offsets or deductions. The Customer shall make all payments hereunder in any currency through the use of a third-party payment processor during the checkout process. If Customer’s payment method fails during the ordering or renewal process, Provider may suspend or withdraw Customer’s access to the Services until the applicable Fees are paid in full.
   6. The Customer must accept and cover the money transfer fees when buying the selected Subscription Plan. Prior to making a payment, the Customer must become familiar with the payment operators’ rules.
   7. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider’s income.
   8. The Customer is notified and agrees that the Provider of the Service does not refund paid or unused funds, except for cases when poor, inconsistent with the Service obligations, service is delivered or as specified by the special promotion.
   9. If Provider delivers poor service, Provider may refund the funds paid by Customer within 14 bank days in the same way the payment for the subscription.
4. Customer Responsibilities.
   1. The Customer is responsible for using the Services in accordance with applicable laws and the terms of this Agreement. The Customer must maintain the confidentiality of API Credentials and ensure that no unauthorized individuals gain access to the Services. The Customer is required to monitor API data usage and ensure it complies with the limits of the chosen Subscription Plan. Additionally, the Customer is fully responsible and liable for all uses of the Services resulting from access provided to Authorized Users, whether directly or indirectly, and whether such access is permitted or in violation of this Agreement.
5. Provider Rights.
   1. Provider reserves the right to (a) change, update the contents and functionality of the Service at any time with no prior notice to the Customer of any material change; (b) monitor usage to ensure compliance with the terms of this Agreement and applicable laws; (c) suspend or terminate Customer’s access to the Services in the event of a breach of this Agreement; and (d) pause the Service work to carry out maintenance and repair works and in case of emergencies, notifying the Customer in advance of such suspension.
   2. The Provider is not responsible for the unlawful actions of the Customer when the Customer makes payment for the Services. The Provider reserves the right to halt or decline access to the Services unilaterally if there are suspicions that the Customer is involved in an unlawful action until the ascertaining of circumstances.
6. Confidential Information.
   1. It is agreed by both parties that all non-public business information shall be kept confidential and that it shall not be disclosed to any third party, except where such disclosure is required by law. For the avoidance of doubt, confidential information shall not include (A) information that is already known to the receiving Party; (B) information that becomes public without breaching the terms of this Agreement; and (C) information received from a third party in accordance with the relevant legislation.
7. Intellectual Property Ownership.
   1. All rights, title, and interest in the Services, including any software, databases, and API, are owned by the Provider. Except as explicitly provided in this Agreement, no licenses or other rights to the Services are granted to the Customer.
   2. The Customer grants the Provider a non-exclusive, royalty-free, worldwide license to use, modify, and incorporate any feedback, suggestions, or recommendations provided by the Customer regarding the Services.
8. Limited Warranty and Warranty Disclaimer.
   1. Provider warrants that the Services will materially conform with then-current product descriptions when accessed and used in accordance with the terms of this Agreement (“Performance Warranty”). Provider does not make any representations or guarantees regarding uptime or availability of the Services unless specifically identified by Provider in writing. Provider’s sole liability and Customer’s sole remedy for any breach of the Performance Warranty shall be for Provider to make commercially reasonable efforts to bring the Services into material conformity with the Performance Warranty. In the event that Customer identifies a non-conformity, Customer must promptly notify Provider with a description of the issue and provide reasonable cooperation and assistance in helping Provider recreate or validate the issue.
   2. The information and results provided by the Services are for general informational purposes only.  As between Provider and Customer, Customer is responsible for assuring that the results of the are applicable or appropriate to any particular situation and jurisdiction.
   3. Disclaimer. WITHOUT PREJUDICE TO THE WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY IN OUR TERMS OF SERVICE FOR BACKLINK API, AND EXCEPT WHERE PROHIBITED BY LAW, THE SERVICES ARE PROVIDED “AS-IS” AND “AS AVAILABLE.” WE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, UNIQUENESS, AND NON-INFRINGEMENT.
9. Indemnification.
   1. It is agreed by the Parties that they shall indemnify, defend and hold harmless the other Party against any claims, losses, damages, liabilities or expenses (including reasonable attorney fees) that may arise from any breach of this Agreement or from the misuse of the Services. This indemnity is applicable solely to claims that arise from the indemnifying Party’s negligence, misconduct, or contravention of applicable legislation. Each Party shall promptly notify the other of any claims and cooperate in the defence, provided that the indemnifying Party retains exclusive control of the defence and settlement of any claims.
   2. Sole Remedy. THIS SECTION 9 SETS FORTH CUSTOMER’S SOLE REMEDIES AND PROVIDER’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
10. Limitations of Liability.
    1. IN NO EVENT WILL PROVIDER 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; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL THE PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO PROVIDER UNDER THIS AGREEMENT IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11. Term and Termination.
    1. Term. This Agreement shall become effective upon the initial payment for the selected Subscription Plan and remain in effect until terminated in accordance with the terms set forth herein (the “Term”). The subscription shall be subject to automatic renewal at the conclusion of each billing period unless the customer provides advance notice of cancellation prior to the renewal date.
    2. Termination. In addition to any other express termination right set forth in this Agreement:
       
       • Customer may terminate its subscription effective at the end of its current Term at any time;
       • Provider may terminate this Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than 5 days after Provider’s delivery of written notice thereof; or (B) breaches any of their obligations under Section 2(2) (Use Restrictions), Section 2(4) (API Credentials), Section 4 (Customer Responsibilities), Section 3 (Subscription Plans, Fees and Payment) or Section 6 (Confidential Information);
       • either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach; or
       • either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
12. Miscellaneous.
    1. Entire Agreement. This Agreement, together with any other documents incorporated by reference constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
    2. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to Provider at the addresses set forth in this Agreement and to Customer at the address specified by the Customer (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.
    3. Force Majeure. In no event shall Provider be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing their obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Provider’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
    4. Amendment and Modification; Waiver. WE MAY CHANGE THE TERMS OF THIS AGREEMENT FROM TIME TO TIME BY POSTING THE UPDATED AGREEMENT ON THE WEBSITE. YOU CAN REVIEW THE MOST CURRENT VERSION OF THIS AGREEMENT AT ANY TIME AT TERMS OF SERVICES FOR BACKLINK API. THE REVISED TERMS AND CONDITIONS WILL BECOME EFFECTIVE IMMEDIATELY AFTER WE POST THE UPDATED TEXT ON THE WEBSITE. IF YOU USE THE SERVICES AFTER SUCH DATE, SUCH USE WILL CONSTITUTE ACCEPTANCE OF THE REVISED TERMS AND CONDITIONS. We also reserve the right to modify the Services from time to time in our sole discretion. If any change to this Agreement is not acceptable to you, or if any change we make to the Services is a material reduction in functionality, you may, as your sole remedy for such change, stop using the Services and send a cancellation request via this form.
    5. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    6. Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of California, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
    7. Governing Language. English is the language that governs this Agreement and shall prevail over any translations that are made of this Agreement. All correspondence, notices or other documents required or permitted hereunder shall be drawn up in English.
    8. Assignment. Customer may not assign any of its rights or delegate any of their obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Provider, whose consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of their obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
    9. Export Regulation and Government Rights. The Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services, Outputs or any Customer Content outside the US. Each of the documentation and the software components that constitute the Services is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefore, Customer only receives those rights with respect to the Services and documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.
    10. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of their obligations under Section 6 (Confidential Information) or, in the case of Customer, Section 2(2) (Use Restrictions), Section 2(4) (API Credentials), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.