The Agreement is entered into between:
(1) BRIGHTLOCAL LTD, a company incorporated and registered in England and Wales with company number 10384626 whose registered office is at First Floor, Huntingdon House, 20 North St, Brighton and Hove, Brighton, BN1 1EB United Kingdom (‘BrightLocal’, ‘we’, ‘us’); and
(2) The entity identified as our Customer in the Order Form (‘Customer’, ‘you’).
THESE TERMS AND CONDITIONS (TOGETHER WITH ANY DOCUMENTS REFERRED TO IN THEM, INCLUDING BUT NOT LIMITED TO THE ORDER FORM) TOGETHER FORMING THIS ‘AGREEMENT’ SET OUT THE BASIS ON WHICH WE OPERATE WWW.BRIGHTLOCAL.COM AND PROVIDE THE SERVICES. BY SIGNING THE ORDER FORM, YOU ARE AGREEING TO THESE TERMS AND CONDITIONS APPLYING TO THE SERVICES SPECIFIED THEREIN. WHERE AN ORDER FORM INCLUDES ‘SPECIAL TERMS’ THEY SHALL OVERRIDE ANY CONFLICTING TERMS HEREIN. IN THE EVENT OF ANY DIFFERENCE BETWEEN THESE TERMS AND CONDITIONS AND ANY ORDER FORM, THE PROVISIONS OF THE APPLICABLE ORDER FORM SHALL PREVAIL TO THE EXTENT OF SUCH DIFFERENCE. CAPITALISED TERMS SHALL HAVE THE MEANING GIVEN TO THEM WHEN FIRST DEFINED IN THIS AGREEMENT.
In this Agreement the following words and expressions shall have the meanings set out below:
| Term | Definition |
|---|---|
| Account Manager | The member of BrightLocal personnel notified to the Customer who will manage the day-to-day provision of the Local SEO Services. |
| Active Location | A distinct location that either: a. Has had a Report (any type) run against it in the previous 30 days; or b. Has an ActiveSync™ Subscription associated with it; or c. Has an associated Citation Builder™ campaign that was invoiced for in the last 6 months (the campaign can be in any state of delivery); or d. Has one or more location API requests logged against it in the last 30 days. |
| Additional Reports | Any Reports generated by the Customer that are not Subscribed Reports. |
| Allowance | Any ceiling on usage of the Services specified in the Order Form. |
| API | The BrightLocal Application Programming Interface which may be accessed by or for the Customer via the Website. |
| Beta Services | Where Services are labelled ‘Beta’, ‘Evaluation’ or ‘Trial’ for evaluation by Users on the Website; “BrightLocal Blog” means the BrightLocal blog on the Website. |
| BrightLocal Blog | The official BrightLocal Blog as may be published on the Website from time to time. |
| Charges | Any and all charges payable by the Customer under this Agreement, including Subscription fees, Local SEO Services charges, other Services charges for Tools, Subscribed Reports, Additional Reports, Additional Services, the API Usage Fees as set out in the Order Form and any Overages. |
| Client | Any third party to whom the Customer provides services based on, using or otherwise incorporating any output from, the Services. |
| Customer Account | The main online BrightLocal account via which the Customer will access the Subscription and associated Services under this Agreement. |
| Customer SEO Resources | Any materials, content, image and audio-visual assets, databases and contact lists, account details and logins (e.g. Client website and ISP access, Google Analytics, Google Business profile, Google search console, Apple Maps Connect, Bing Local, Facebook) and any other items reasonably required to enable BrightLocal to provide the agreed Local SEO Services. |
| Initial Period | The initial minimum term of this Agreement set out in the Order Form. |
| Overage | Any usage of the Services which exceeds the Allowance specified in the Order Form which incurs additional Charges according to BrightLocal’s prevailing standard rates, available on request. |
| Reports | BrightLocal reports that are generated for or by the Customer under this Agreement as specified in the Order Form. |
| Local SEO Services | Search engine optimisation, reputation management and associated services as may be specified in the Order Form and as described further herein. |
| Services | Any services specified in the Order Form to be provided to the Customer by BrightLocal under this Agreement, which may include a Subscription, Local SEO Services, Tools, Reports and/or any other services specified in the Order Form. |
| Start Date | The date on which BrightLocal acknowledges by email to the Customer’s Main Contact receipt of the Order Form signed by the Customer and the commencement of this Agreement. |
| Subscription | A subscription to BrightLocal SAAS services provided via the Website. |
| Tools | The Software tools that may be used by or for the Customer to generate the Reports as specified in the Order Form. |
| User | Customer’s authorised employees and directors that hold a User Account. |
| User Account | Online user accounts granted by BrightLocal to the Customer at the Customer’s request which enable Users to access and use the Customer Account in accordance with this Agreement. |
| User Submission | Any image, files, comments, website links (third party or otherwise), information or other material in any format submitted by a User on the BrightLocal Blog. |
| Website | http://www.brightlocal.com/ and all associated sub-domains including but not limited to https://tools.brightlocal.com |
4.1. BrightLocal shall provide the Services to the Customer and the Customer agrees to purchase the Services from BrightLocal for the agreed Charges in accordance with the terms set out in this Agreement.
4.2. The Services shall be performed with reasonable skill and care in a manner consistent with generally accepted standards for comparable Services.
4.3. Where Services are to be provided via the Website, BrightLocal shall use reasonable endeavours to ensure that access to the Website is always available, however the Customer acknowledges and agrees that the Services may not be accessible to the Customer from time to time. Wherever possible all scheduled service interruptions shall take place outside of UK office hours and BrightLocal shall use reasonable endeavours to give at least seven (7) days prior written notice of such scheduled service interruptions by email to the Customer’s Main Contact.
4.4. Any frequency, timing and estimated hours for the provision of the Services and/or Reports as set out in the Order Form is indicative unless otherwise stated and may be subject to reasonable change from time to time.
4.5. BrightLocal and the Customer may from time to time mutually agree to additional or alternative Services by executing an additional or replacement Order Form which shall be subject to the terms and conditions set out in this Agreement.
5.1. The following provisions in this clause 5 apply to Customers purchasing a Subscription.
5.2. If prior to the Start Date the Customer has an existing BrightLocal Customer Account, the Customer shall access the Services via the same Customer Account, unless alternative arrangements are agreed. The terms of this Agreement shall apply to the Customer’s use of the Customer Account with effect from the Start Date onwards.
5.3. If the Customer does not have an existing BrightLocal Customer Account prior to the Start Date, following execution of this Agreement BrightLocal will create a Customer Account for the Customer. BrightLocal will send an email to the Customer’s Main Contact confirming the details of the Customer Account, including instructions on how the Customer may access the Customer Account.
5.4. If the Customer requires several Users to be able to access the Customer Account, the Customer can manually create individual User Accounts within the Customer Account.
5.5. The Customer shall be solely responsible for ensuring that each User shall use the Services only in accordance with the terms of this Agreement. The Customer shall be liable for any breach of this Agreement by a User as if it were a breach by the Customer.
5.6. The Customer shall provide to BrightLocal all correct, accurate and complete information necessary for BrightLocal to provide the Customer with the Services. The Customer shall inform BrightLocal immediately if it becomes aware that information provided to BrightLocal is incomplete, has changed or is inaccurate.
5.7. BrightLocal shall not be obliged to supply the Customer with any other Services which have not been set out the Order Form.
5.8. The Customer shall, and shall procure that the Users shall, keep the Customer Account and User Account login details confidential and secure. Without prejudice to the other rights and remedies of BrightLocal, in the event BrightLocal has any reason to believe that the Customer or Users have breached this Agreement BrightLocal reserves the right to promptly disable the Customer Account and/or User Accounts affected and suspend the Customer’s access to and use of the Services and/or the Website until the matter is resolved to BrightLocal’s reasonable satisfaction.
5.9. The Customer shall not, and shall procure that Users shall not, except as expressly permitted in this Agreement: (i) modify, translate, create or attempt to create derivative copies of or copy the Website, the API and/or any BrightLocal software or materials made available to the Customer in whole or in part; (ii) reverse engineer, decompile, disassemble or otherwise reduce the object code of the Website or any BrightLocal software or the API to source code form; (iii) distribute, sub-licence, assign, share, timeshare, sell, rent, lease, transmit, grant a security interest in or otherwise transfer the BrightLocal software or the API or the Customer’s right to use the Website, the BrightLocal software or the API.
6.1. The following provisions in this clause 6 apply to Customers purchasing Local SEO Services.
6.2. Promptly after the Start Date, BrightLocal shall notify the Customer of the name of the Account Manager and shall keep the Customer updated as to their temporary or permanent replacement throughout this Agreement.
6.3. The Customer will provide BrightLocal with the applicable Customer SEO Resources, access to appropriate personnel, sign-offs and decisions, and any other information and materials as BrightLocal may require promptly after the Start Date and throughout the Agreement as requested by BrightLocal.
6.4. BrightLocal shall provide appropriate onboarding at the start of the Local SEO Services, which may include agreeing the Customer’s objectives and priorities for the Local SEO Services, any specific needs and preferences of the Customer (e.g. tone of voice on content, specific industry requirements and regulations) and setting up required facilities where applicable such as a shared access email address.
6.5. After the onboarding is completed, BrightLocal shall provide the Local SEO Services as set out in the Order Form, making available such personnel, time and resources as BrightLocal in its sole discretion considers appropriate to perform the Services. The Customer hereby permits BrightLocal to publish agreed content, images, videos and other materials and to interact as agreed with third parties on the Customer’s behalf as reasonably required in the performance of the Local SEO Services.
6.6. Unless otherwise specified, the Account Manager shall report monthly to the Customer in relation to the Local SEO Services provided in the previous month.
6.7. The Customer shall comprehensively brief BrightLocal regarding any specific information, considerations, regulations and requirements applicable to the provision of the Local SEO Services and to keep BrightLocal fully updated on such matters throughout this Agreement.
6.8. Where the Order Form specifies a Media Budget, BrightLocal shall purchase the agreed items from third parties in accordance with the agreed Media Budget and shall be entitled to invoice the Customer for such costs before or after incurring them at its reasonable discretion. The Customer warrants that it shall fully reimburse BrightLocal for the Media Budget spent in accordance with this Agreement.
7.1. If specified in the Order Form, BrightLocal shall provide the Customer with access to the API, provided via a unique API key.
7.2. API access is utilised on a per request basis with each request to access the API deemed an ‘API Request’. The Customer acknowledges and agrees that those API Requests listed in the Order Form as ‘Chargeable API Requests’ will incur API Usage Fees, as set out in the Order Form.
7.3. To access the API, the Customer must enter their unique API key. If the Customer fails to enter the API key or enters an incorrect API key, the Customer will not be able to access the API and their API Request will fail. For the avoidance of doubt, the API key is unique to the Customer, the Customer must keep the API key secure and must not disclose it to any third parties and all Chargeable API Requests recorded as using the API key will be charged to the Customer.
7.4. The Customer may use the API for both commercial and non-commercial purposes. The Customer may make data available via the API viewable and accessible to their own Users and Clients.
7.5. The Customer acknowledges that some API Requests require onward use of third-party application programming interfaces. BrightLocal does not guarantee the availability of data gathered through third party application programming interfaces.
7.6. BrightLocal does not warrant that the API will be always available. BrightLocal does not guarantee the accuracy or completeness of the data provided in the API.
7.7. The Customer acknowledges that the API is provided on an “as is” basis and may be updated and depreciated, removed and/or replaced at any time at BrightLocal’s sole discretion. BrightLocal shall use reasonable endeavours to provide the Customer with at least 30 days’ advance notice (by email to the Customer’s Main Contact) of any significant changes to the API.
7.8. Confirmation and a breakdown of all Chargeable API Requests made by the Customer shall be provided to the Customer on the frequency specified in the Order Form or, if the Order Form does specify the reporting frequency, the Chargeable API Requests shall be sent to the Customer monthly.
7.9. All successful Chargeable API Requests will be invoiced to the Customer in arrears. The frequency upon which Chargeable API Requests will be invoiced to the Customer shall be as specified in the Order Form or, if the Order Form specifies the billing frequency, the Chargeable API Requests will be billed to the Customer monthly.
7.10. API Requests which do not return data will be deemed ‘Failed API Requests’ and shall not be charged to the Customer. The decision to classify an API Request as a Failed API Request shall be made at BrightLocal’s reasonable discretion.
8.1. Notwithstanding any of the other terms of this Agreement, where any part of the Website or Services is labelled ‘Beta’, BrightLocal grants a temporary right for the Customer to use the Beta Services solely for evaluation purposes.
8.2. The Customer acknowledges that the Beta Services may not be free of errors or bugs and the Customer agrees that the existence of any errors shall not constitute a breach of this Agreement.
8.3. Beta Services licensed hereunder may be expected to contain defects and a primary purpose of this beta testing license is to obtain feedback on the Beta Services performance and the identification of defects. The Customer is advised to safeguard important data, to use caution and not to rely in any way on the correct functioning or performance of the Beta Services or any accompanying materials.
8.4. BrightLocal shall bear no liability in respect of the provision of such Beta Services or its use by the Customer for any damage, loss or cause of action (whether in contract, tort (including negligence) or otherwise) whether direct or indirect, to the extent that such losses can be excluded at law.
9.1. The Customer is solely responsible and liable for all activities by Users in relation to their use of the Website and the Services, including but not limited to the purchase of Additional Reports and the submission of Chargeable API Requests.
9.2. The Customer shall promptly notify BrightLocal in the event of a breach of security or any unauthorised use of the Customer Account or any User Accounts or API keys.
9.3. The Customer shall procure that a User shall not submit to appear on the BrightLocal Blog any User Submission that:
9.3.1. may reasonably be deemed to be offensive, illegal, inappropriate or in any way;
9.3.2. promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
9.3.3. may harass or advocate harassment of another person;
9.3.4. contains pornographic or sexually explicit material;
9.3.5. promotes any conduct that is abusive, threatening, obscene, defamatory or libellous;
9.3.6. promotes any illegal activities;
9.3.7. provides instructional information about illegal activities, including violating someone else’s privacy or providing or creating computer viruses;
9.3.8. promote or contain information that the Customer or User know or believe to be inaccurate, false or misleading;
9.3.9. relates to the promotion of contests, sweepstakes and pyramid schemes; or
9.3.10. infringes any intellectual property rights or any other proprietary rights of any third party.
9.4. If the Customer believes a User Submission available on the Website is objectionable, the Customer is advised to contact BrightLocal via the online reporting facility. BrightLocal shall use review any reported User Submission promptly and shall be entitled to take appropriate action at its sole discretion.
9.5. BrightLocal shall be entitled to delete any User Submissions at any time at its sole discretion.
9.6. The Customer further always agrees that when using the Website through a User Account or otherwise, it shall procure that all Users shall:
9.6.1. only use their own User Account;
9.6.2. keep the login details for a User Account secure and not allow any other person to use their User Account;
9.6.3. not use the information presented on the Website and/or through use of the Services for any purposes other than those expressly set out in this Agreement;
9.6.4. not do anything likely to impair, interfere with or damage or cause harm or distress to any persons using the Website and/or the Services or in respect of the network;
9.6.5. not use the Website and/or the Services, the content therein and/or do anything that will infringe any intellectual property right or other rights of any third parties;
9.6.6. not use the Website and/or the Services to commit a criminal act or to cause nuisance or annoyance or inconvenience to or to harass others;
9.6.7. not use any information obtained using the Website and/or the Services otherwise than in accordance with this Agreement;
9.6.8. comply with all reasonable instructions and policies from BrightLocal from time to time in respect of their use of and interaction with the Website and/or the Services;
9.6.9. co-operate with any reasonable security or other checks or requests for information made by BrightLocal from time to time; and
9.6.10. use the information made available to the Customer from using the Website and/or the Services at their own risk.
9.7. If the Customer and/or any User breaches the provisions of this Clause 9 or if BrightLocal receives limited or no satisfactory response to any complaint made under this Clause 9, in addition to its other rights and remedies under this Agreement, BrightLocal may immediately suspend the User’s access to the Website and/or Services until the matter is resolved to BrightLocal’s reasonable satisfaction.
10.1. This Clause 10 applies to the extent that the Customer uses the Services to provide onward services to its own Clients, including but not limited to where the Customer is an SEO agency, web designer or marketing agency that purchases and provides marketing services to third parties.
10.2. This Agreement is strictly between the Customer and BrightLocal in respect of the Customer’s use of the Website and/or the Services only. Whilst the Customer shall not be restricted from providing onward services to its Clients which utilise the output of the Services provided hereunder, for the avoidance of doubt, the Customer’s provision of such services to its own Clients is not covered by this Agreement. The contractual relationship for the provision of any services by the Customer to its own Clients shall be between the Customer and the Client and shall be governed by the terms of business in place between the Customer and the Client.
10.3. Further to the above, the Customer acknowledges and agrees that BrightLocal shall not be liable for the Customer’s communication, dealing, transaction and/or relationship with its Client in any way relating to the Services and the Customer hereby indemnifies BrightLocal without limit in respect of all losses, liabilities, costs and expenses (including but not limited to legal costs) arising from or in connection with the provision of services by the Customer to the Client.
10.4. In the event of a dispute between the Customer and the Client, the Customer agrees to defend and hold harmless BrightLocal without any demands from BrightLocal, and the Customer hereby releases BrightLocal from all claims, liability and damages arising from or in any way connected to such claim or action.
11.1. The Customer shall pay the Charges to BrightLocal in accordance with the terms of this Agreement.
11.2. Where any Charges are based on the Customer’s usage of the Services or other stated parameters within a specified Allowance, BrightLocal shall be entitled to invoice the Customer for any Overages caused by the Allowance being exceeded, in addition to any set Charges. BrightLocal shall promptly notify the Customer of any Overages incurred and shall liaise with the Customer to advise as to how it may in future keep within its Allowance, where possible.
11.3. The Charges shall be invoiced to the Customer as set out in the Order Form or, if not specified in the Order Form, as agreed by the parties in writing in advance. BrightLocal reserves the right to invoice the Customer at other times for ad hoc Charges that may be incurred in accordance with the Order Form.
11.4. Unless otherwise specified in the Order Form, the Customer shall pay all invoices by PayPal transfer, bank transfer or credit card within 14 days of receipt of the invoice by the Customer.
11.5. All Charges specified in the Order Form shall be exclusive of VAT and any other applicable sales taxes, which where applicable shall be payable by the Customer in addition to the Charges. BrightLocal shall be entitled to apply such VAT and sales taxes in addition to the Charges in its invoices to the Customer. The Customer shall cooperate fully with BrightLocal regarding any required information (e.g. providing its VAT number) for invoicing and accounting purposes.
11.6. Unless otherwise specified, all Charges are calculated in the Order Form in US$ Dollars. Where the Order Form stipulates that the Customer shall be invoiced in a different currency, the conversion rates and conversion charges shall be determined as set out in the Order Form.
11.7. Time for payment shall be of the essence. If the Customer is late in paying or fails to pay any sums as they fall due under this Agreement, in addition to its other remedies, BrightLocal shall be entitled to charge the Customer interest on the outstanding amounts and at the prevailing statutory rate and its recovery costs.
12.1. The Website, Services, API and other materials made available by BrightLocal to the Customer under this Agreement comprise and contain valuable intellectual property belonging to BrightLocal and/or its licensors and are protected by copyright, trade mark, patents or other intellectual property rights which shall remain with us and/or our licensors. BrightLocal™ is our trade mark and may not be used in the course of trade without BrightLocal’s prior written authorisation. The Customer shall not utilise BrightLocal’s intellectual property except as is expressly permitted in this Agreement.
12.2. In consideration for payment of the applicable Charges, BrightLocal grants to the Customer a limited, non-exclusive, non-transferrable, revocable, worldwide licence to use the intellectual property rights in the Website, Services, API and any materials provided or created by BrightLocal in the course of providing the Services, solely for normal use in the context of the Customer’s business in accordance with and for the duration of this Agreement. The Customer agrees not to use, access, sell, resell, license, duplicate, copy or use any portion of the Website or Services for any other commercial purposes except solely in relation to providing its own services to Clients, subject only to the provisions of Clause 10. No assignment or exclusivity shall be implied at any time even where Services are commissioned.
12.3. In addition, BrightLocal grants the Customer a perpetual, royalty-free non-exclusive licence to use, reproduce, translate, transmit and distribute:
12.3.1. the Reports and any output material received by the Customer in response to an API Request;
12.3.2. Any online profiles and materials created by BrightLocal for the Customer in the course of providing the Local SEO Services; and
12.3.3. any information or material supplied or communicated in the BrightLocal Blog, which the Customer may reproduce in any format or medium, provided the Customer does so accurately, acknowledging both the source and BrightLocal’s copyright, and does not use it in a misleading context and provides an active, clickable, ‘do follow’ hyperlink back to the Website.
12.4. The Customer warrants and represents that it owns or is licensed to use all the intellectual property rights in any User Submissions, Customer SEO Resources and any other materials provided to BrightLocal under this Agreement. The Customer, in particular, acknowledges that the use of specific words and terms and also the specific wording of sponsored online advertising can have legal implications, including constituting trade mark infringement where used incorrectly. The Customer shall provide swift legal clearance on the request of any search terms or other matters that BrightLocal requires in the provision of the Services and shall take full responsibility for the legal compliance of any sponsored advertisements or content provided to BrightLocal.
12.5. Save for the provisions set out above in this Clause 12, the Customer and its Users are expressly prohibited from:
12.5.1. reproducing, copying, editing, transmitting, uploading, or incorporating into any other materials, any part of the Services, Reports, API or Website including without limitation, any images, articles and write-ups made available on the Website; and
12.5.2. removing, modifying, altering or using any registered or unregistered marks/logos/design owned by BrightLocal and/or its licensors, and doing anything which may be seen to take unfair advantage of the reputation and goodwill of BrightLocal or could be considered an infringement of any of the rights in the intellectual property rights owned by and/or licensed to BrightLocal.
12.6. During the term of this Agreement and for a period of 12 months after termination the Customer will not canvass or entice away from any team members from BrightLocal for employment. This applies to any team members who has dealt with the Customer in the 12 months prior to termination.
12.7. For the duration of this Agreement and for a period of three (3) years after its termination or expiry, each party undertakes to use all non-public documents, technical, commercial, financial and other information which is obtained from the other party in connection with this Agreement, or with the negotiations leading up to it, solely for the purpose of performing this Agreement, to treat them confidentially and to make them available or disclose them to third parties only so far as it is necessary for the performance of this Agreement. Notwithstanding the foregoing, either party may disclose information which would otherwise be confidential if and to the extent that:
12.7.1. it is required to do so by law or any securities exchange or regulatory or governmental body to which it is subject wherever situated;
12.7.2. it considers necessary to disclose the information to its professional advisers, auditors and bankers provided that it does so on a confidential basis;
12.7.3. the information has come into the public domain through no fault of that party;
12.7.4. it already had such information prior to disclosure to it by the other party;
12.7.5. it received it independently from a third party with the full right to disclose; or
12.7.6. each party to whom it relates has given its consent in writing.
13.1. Legal compliance: As a UK limited company, BrightLocal fully complies with its obligations under the Data Protection Act 2018 (and any applicable successor legislation and regulations) which ensures that personal information is used fairly, lawfully and transparently. BrightLocal’s prevailing Privacy Policy at http://www.brightlocal.com/privacy policy/ sets out how BrightLocal shall process any personal information provided to it by the Customer and/or Users when BrightLocal is acting as the Data Controller of such information. This Privacy Policy is incorporated by reference into this Agreement.
13.2. Client Data Protection Requirements: The Customer shall at all times comply with applicable data protection legislation and regulation in relation to its utilisation of the Website and Services, including the Reports. It shall be the Customer’s sole responsibility to audit the implications of its use of the Website and Services in its own jurisdiction for data protection purposes. Any additional privacy documentation that the Customer considers may be required for data protection compliance in the Customer’s jurisdiction must be provided to BrightLocal before entering into this Agreement. If any documentation is requested to be signed by BrightLocal after the Start Date, BrightLocal’s review of such documentation may be conditional on the Customer paying BrightLocal’s reasonable legal costs in this respect at BrightLocal’s discretion, acting reasonably.
13.3. Data breach notifications: Where either party suspects there may have been unauthorised access to personal data inside the Customer Account, they shall let the other party know as soon as practicable together with all available information about what has happened, in accordance with the Privacy Policy.
13.4. Anonymised Statistical Data: Any use of the Website or Services may generate anonymised statistical data, including through aggregation. Once anonymised, BrightLocal may use it for its own purposes, including but not limited to provide and improve BrightLocal, to develop new services or product offerings, to identify business trends, and for other reasonable purposes.
14.1. No Fault Termination: This Agreement shall come into force on the Start Date and shall remain in force for the Initial Period of the Subscription, unless terminated in accordance with this Clause 14. After expiry of the Initial Period, the Agreement shall automatically renew for a further period equal in length to the Initial Period on a recurring basis (‘Renewal Periods’), unless or until terminated by either party on the provision of not less than 30 days written notice to the other, such notice to be sent by email to (as appropriate) either [email protected] or by email to the Customer’s Main Contact and shall take effect on any anniversary of the expiry of the then-current Renewal Period. Pre-paid Charges will not be refunded for early cancellation or any other reason, unless otherwise agreed in writing. Any Charges payable in arrears but incurred prior to termination shall remain payable by the Customer notwithstanding termination. Charges applicable for Renewal Periods shall by default revert to the advertised pricing on the Website for the applicable Subscription and Services or applicable Charges notified to the Customer prior to renewal, unless the parties agree otherwise in writing prior to the start of the Renewal Period.
14.2. Termination For Breach etc: In addition to any other right or remedy under this Agreement, either party may terminate this Agreement for cause (a) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
14.3. Suspension Rights: In addition to its other rights under this Agreement, BrightLocal may suspend the Customer’s access and use of the Website or Services:
14.3.1. at any time if the Customer fails to make payment of any Charges when they fall due;
14.3.2. if the Customer fails to provide any required Client SEO Resources;
14.3.3. at any time if BrightLocal reasonably believes that Customer or its Users have failed to comply with this Agreement, for example, if login credentials may have been shared or compromised, if there is suspected fraudulent use, misuse or abuse of the Website or Services (in whole or in part), or we believe that you or your Users have provided false, inaccurate or misleading information; or
14.3.4. at any time if Services are withdrawn or become unavailable for any reason, in which event BrightLocal shall refund the Customer any pre-paid Charges for any unexpired period after termination on a pro rata basis; or
14.3.5. at the end of any current free trial period if the Customer does not opt to continue; or
14.3.6. otherwise on termination of this Agreement.
14.4. Suspension Charges: Any Services suspended under clause 14.3.1, 14.3.2 or 14.3.3 shall remain fully chargeable during the period of suspension until the Customer has remedied the cause for suspension.
14.5. Arrangements on Termination: On termination, unless alternative arrangements are agreed, BrightLocal will return to the Customer all data related to their Customer Account. BrightLocal will delete all records of this data from their databases within 30 days of any outstanding final payment from Customer.
14.6. Cancelling or Amending Services: Subject to the above, the parties shall be free to agree to cancel some or amend the Services provided under this Agreement by mutually agreeing a replacement Order Form and applicable Charges at any time.
15.1. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. FREE TRIAL SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS. DESCRIPTIONS ON THE WEBSITE MAY VARY FROM THE SERVICES AVAILABLE AND AS UPDATED FROM TIME TO TIME. NO WARRANTY IS GIVEN AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION ON THE WEBSITE.
15.2. THE NATURE OF BRIGHTLOCAL IS THAT IT COLLATES MANY DIVERSE THIRD-PARTY RESOURCES AND, CONSEQUENTLY BRIGHTLOCAL ACCEPTS NO LIABILITY FOR ANY PERFORMANCE ISSUES ATTRIBUTABLE TO THIRD-PARTY PROVIDERS INCLUDING WITHOUT LIMITATION ANY SOCIAL NETWORK SERVICE, ONLINE SEARCH ENGINES, ONLINE BUSINESS DIRECTORY WEBSITE, INTERNET SERVICE, HOSTING AND TELECOMMUNICATIONS PROVIDERS. ANY RATING OR MEASUREMENT OR INFLUENCER, MARKETING OR OTHER DATA PROVIDER ARE ONLY AS AN AID TO INTERPRETATION AND ARE SUBJECTIVE.
15.3. BRIGHTLOCAL MAKES NO REPRESENTATION OR WARRANTY REGARDING THE EFFICACY OF ANY SEO SERVICES AND THE CUSTOMER ACCEPTS THAT THE SEO SERVICES ARE HIGHLY DEPENDENT ON MARKET AND OTHER EXTERNAL FACTORS AND NO SPECIFIC OUTCOMES CAN BE PROMISED OR GUARANTEED.
15.4. THE WEBSITE AND SERVICES ARE PROVIDED FROM THE UNITED KINGDOM AND ALTHOUGH THEY MAY BE ACCESSIBLE WORLDWIDE THIS DOES NOT IMPLY ANY REPRESENTATION OR WARRANTY THAT THE SITE OR SERVICES ARE LEGAL OR APPROPRIATE FOR OR LAWFUL FOR USE IN OTHER COUNTRIES.
16.1. IN NO EVENT SHALL BRIGHTLOCAL OR ITS AFFILIATES BE LIABLE IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION ANY LOSS (DIRECT OR INDIRECT) OF DATA, BUSINESS, REVENUE OR PROFITS, DAMAGE TO REPUTATON, LOSS OF ANTICIPATED SAVINGS, LOSS OF CONTRACTS, LOSS OF ENJOYMENT, WASTE OF MANAGEMENT OR OFFICE TIME, WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE ARISING.
16.2. IN NO EVENT SHALL THE AGGREGATE LIABIITY OF BRIGHTLOCAL ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL SUMS PAID BY THE CUSTOMER TO BRIGHTLOCAL FOR THE SERVICES DURING THE TWELVE-MONTH PERIOD PRIOR TO ANY CLAIM NOTIFIED BY THE CUSTOMER.
16.3. Nothing in these Terms and Conditions shall limit the parties’ liability in any way for death or personal injury, for fraud or fraudulent misrepresentation or for any matter for which it would be illegal to exclude, or attempt to exclude, our liability.
17.1. Events Outside Our Control (Force Majeure): Neither party shall be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under this Agreement that is caused by events outside its reasonable control (‘Force Majeure Event’). The performance of this Agreement will be deemed to be suspended for the period that the Force Majeure Event continues, and the affected party will have an extension of time for performance for the duration of that period. The affected party must use its reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which its obligations may be performed despite the Force Majeure Event. If the Force Majeure Event continues for more than six (6) weeks either party shall have the right to terminate this Agreement.
17.2. Entire Agreement: This Agreement constitutes the entire agreement and understanding of the parties and supersedes all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of this Agreement.
17.3. Severability: If any part of any provision of this Agreement shall be invalid or unenforceable, then the remainder of such provision and all other provisions of this Agreement shall remain valid and enforceable.
17.4. Variations: No amendment or variation of the terms of this Agreement shall be effective unless it is made or confirmed in a written document signed by both parties.
17.5. No waiver: No delay in exercising or non-exercise by either party of any of its rights under or in connection with this Agreement shall operate as a waiver or release of that right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.
17.6. No partnership or agency: Nothing in this Agreement or any document referred to in it or any arrangement contemplated by it shall be construed as creating a partnership between the parties for any purpose whatsoever and neither party shall have the power or authority to bind the other party or impose any obligations on it to the benefit of any third party.
17.7. Third Party Rights: The parties do not intend any term of this Agreement to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999.
17.8. Transfer of Rights and Obligations: This Agreement is binding on the parties and their respective successors and assigns. The Customer may not transfer, assign, charge or otherwise dispose of the benefit or burden under this Agreement without BrightLocal’s prior written consent. BrightLocal may transfer, assign, charge, sub-contract or otherwise dispose of any of its rights or obligations arising under this Agreement on written notice to the Customer.
17.9. Legal Notices: All legal notices given by the Customer to BrightLocal must be given to BrightLocal by email to [email protected] (email headed “LEGAL NOTICE”) or by post to Contract Enquires, 2nd Floor, Blenheim House, 120 Church Street, Brighton, BN1 1UD, United Kingdom. Legal notices given by BrightLocal to the Customer must be given to the Customer’s Main Contact by email headed “LEGAL NOTICE”.
18.1. Mediation: Except in respect of any debt action in respect of unpaid Charges, if any dispute arises in connection with this Agreement, the parties agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties within 14 days of notice of the dispute, the mediator, location and means of mediation will be nominated by CEDR. The parties shall share equally the costs of mediation, unless otherwise agreed at the mediation.
18.2. Law and Jurisdiction: This Agreement shall be construed in accordance with the laws of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the English courts to settle any disputes, which may arise in connection with this Agreement.