Definico® TERMS OF USE

I. Overview

The Definico® service (“Service”) is offered by Scorch Pty Ltd (“Company”) (ABN 61 119 531 798) to provide businesses and individuals access to a rich collection of resources related to search engine optimization, ppc marketing and inbound marketing, including without limitation search engine optimization tools, link analysis tools, downloadable toolbars, application program interfaces (“APIs”), availability monitors, change monitors, analytics, blogs, user-generated-content, personalized content and industry surveys and opinion polls. The Service includes the web site at www.definico.com (“Site”) and incorporates any related website controlled by Company including without limitation www.definico.com and www.scorch.com.au. The Company may change the Service from time to time, with or without notice, by adding, modifying, suspending, or discontinuing features of the Service.

You may access the Site or Service as a user (“User”) with a free account for a period that varies from time to time. While access to the Site and selected features of the Service may be periodically free, the Company reserves the right to charge fees for features and benefits associated with the Site or Service at any time and without notice.

Your access to the Site and Service is expressly conditioned on your compliance with this Terms Of Use and any applicable laws.

Scorch reserves the right to cancel, suspend, or block access to the Site or Service at its sole discretion for violations of these terms, or for any other reason and without notice.

For the purposes of this Terms Of Use, Users and Subscribers may be referred to as “you”, and the Terms Of Use may be referred to as the “Agreement” or the “TOU”. The TOU is a legally binding contract between the Company and you; the Company may be also be referred to as “Scorch” or “Definico” in this Agreement.

II. Conditions Governing All Users

  • The Service is available only to Users who are human (not bots, except for certain authorized API users) and 13 years of age or older, and Users who are also Subscribers must be at least 18 years old.
  • The Service is available only to Users who submit truthful and accurate information about themselves and maintain the accuracy of such information.
  • The Service is available only to Users who do not impersonate any person or entity or otherwise misrepresent their identity in a profile or elsewhere on the Site.
  • The Service is available only to those with a valid email address.
  • The Service is available only to those who agree not to authorize others to use their account, profile, or messages.
  • Users agree to inform Definico immediately upon learning of a security breach that relates to their account or a third party’s improper use of the Service in connection with their account.
  • Users agree that portions of the Site and Service are publicly available or available to other Users and may be accessible by syndication programs (including data feed tools), search engines, metasearch tools, crawlers, metacrawlers and other similar programs.
  • Definico reserves the right to monitor User communications, and may disclose content and information about Users, including content contained within User communications, if Definico deems it reasonably necessary to: (1) conform to legal requirements or respond to legal process; (2) ensure User compliance with this TOU; or (3) protect the rights, property, personal safety or interests of Definico, its employees, customers, or the public.

III. Conditions Governing Subscribers

For purposes of this Agreement, a User who pays for any portion of the Site or Service shall be referred to as a “Subscriber”. As a Subscriber, you must agree to the payment terms presented to you at the time you sign up on the Site.

Subscribers are responsible for taking action prior to renewal if you do not want your subscription to renew automatically. You might not receive further notice of your renewal after signing up for an account or subscription, and must visit your Subscription and Billing page to find out when your account or subscription is set to renew. Subscriptions recur either monthly or annually, depending upon the renewal term you choose during the sign up process

You are responsible to ensure that the credit card associated with your account or subscription is up to date, that information posted in connection with it is accurate, and that you are authorized to use it. If the Company cannot charge your credit card, we may cancel your subscription and you may lose access to the Service and any data associated with your subscription.

Invoiced Subscriptions. Some accounts can be paid for via invoicing with mutual agreement between the parties. There may be extra fees associated with invoiced accounts. If the Company has agreed to enter into an invoicing relationship with you, all invoices must be paid within 30 days. You agree that the Company may charge interest of 1.5% per month for past due accounts and that you are liable for attorneys’ fees and reasonable collection costs arising from Company’s efforts to collect on past due amounts.

  1.  For security reasons, an email or phone call to the Company is not sufficient to cancel your account or subscription, which you may cancel at any time by selecting the cancel button on your Subscription and Billing page. Cancellation does not entitle you to a refund. You will continue to have access to the Site and Service until the end of your subscription term.

No Refunds. Definico is not obligated to provide you a refund at any time. If you choose to cancel your account during your subscription term, you will not be refunded in whole or in part. If you choose to downgrade your membership level during your subscription term, you may be entitled to a pay a lower, pro-rated amount at renewal, but you are not entitled to a cash refund at any time.

IV. User Obligations Regarding User Generated Content

Any information, profiles, data, text, links, articles, software, photographs, graphics, video, music, sound, messages, or other materials that a User uploads, publishes or displays on the Site or in connection with the Service, whether publicly posted or privately transmitted shall be referred to herein as “User Generated Content”.

  • Users assume legal responsibility for all User Generated Content.
  • Users agree that no copyright, trademark, trade secret, publicity or privacy rights, or other intellectual property rights are being violated by your posting, transmission or sharing of any User Generated Content via the Site or Service.
  • Users agree not to post, transmit, or share User Generated Content on the Site or Service that User does not have permission to post, transmit or share.

V. Definico Obligations Regarding User Generated Content

Definico assumes no obligation to and does not routinely pre-screen User Generated Content posted via the Site or in connection with the Service. Definico does not guarantee the accuracy, integrity, appropriateness, quality, or validity of User Generated Content. User Generated Content does not necessarily represent the views or opinions of Definico and under no circumstances will Definico be liable in any way for any User Generated Content, including without limitation any loss or damage of any kind incurred as a result of the use of any User Generated Content posted, emailed, or otherwise transmitted via the Site. As such, you are solely responsible at your own expense for creating backup copies and replacing any User Generated Content you post or store on the Site or provide to Definico. Notwithstanding its lack of obligation, Definico may remove any User Generated Content at any time at its sole discretion, including User Generated Content that in the sole judgment of Definico violates this TOU or which may be offensive, illegal or violate the rights of any person or entity, or harm or threaten the safety of any person or entity. Definico assumes no obligation to maintain or store your content. Definico may delete, modify or restrict the display of User Generated Content at any time for any reason, including but not limited to change in Subscriber account level, Service cancellation, violation of the TOU or violation; once deleted, User Generated Content may not be retrieved.

VI. Definico’s Permitted Use of User Generated Content.

Definico does not claim ownership of User Generated Content and subject to the rights granted to Definico in this TOU, you retain full ownership of all of User Generated Content to the extent you would otherwise have intellectual property rights or other proprietary rights associated with it.

When you post User Generated Content to the Site, you authorize and direct Definico to make such copies as Definico deems necessary to facilitate the posting and storage of User Generated Content on the Site and provide the Service to you.

Your further authorize Definico to anonymize and aggregate User Generated Content, including data associated with your social media profiles, and use it, by way of example, for benchmarking, research and development, data products, or other marketing purposes. By choosing to post, upload, or transmit data to the Site, you grant the Company, its affiliates and partners an irrevocable, perpetual, world-wide, royalty free, non-exclusive license (with the right to sub-license) to use anonymized and aggregated User Generated Content, in all present and future media, and in any manner relating to the Site or Service.

In addition, with respect to User Generated Content that you elect to post or transmit on the community portions of the Site (“Interactive Content”), including your User Profile, and the Q&A service, and any other future Definico sites or services that are designed to be viewed by the public or other Subscribers, you agree to grant to Definico, its affiliates and partners an irrevocable, perpetual, world- wide, royalty free, non-exclusive, transferable license (with the right to sublicense) to use, reproduce, translate, alter, publicly perform, publicly display, modify, adapt, publish, excerpt (in whole or in part) and distribute such Interactive Content, in whole or in part, in all present and future media and in any manner relating to the Site or Service (including, without limitation, in connection with the appearance of such Interactive Content on Definico and on the sites of our affiliates, partners and others with whom Definico may have business relationships relating to the Site) and the distribution and promotion of the Site. You further agree that Definico is free to use any ideas, know-how, concepts, techniques or other materials implied by Interactive Content.

You may remove Interactive Content from the Site at any time. If you choose to remove Interactive Content, any license granted above for the content shared by on you on the community portions of the Site will remain in effect and you acknowledge that Definico may retain archived copies.

VII. Service Limitations

Definico may establish limits concerning use of the Service at its discretion, including by way of example the frequency with which you may access the Service or your ability to post User Generated Content. Definico reserve the right to modify or discontinue the Service (or any part or feature thereof) at any time without notice. You agree that Definico shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

VIII. Additional Services

Beta Services. From time to time, Definico may add new features to the Services that may be described as “beta” services or features (collectively, “Beta Features”). Beta Features will be considered part of the Service and all provisions of this Agreement relating to the Service will apply to the Beta Features. Users and Subscribers acknowledge that Beta Features may be untested, non-functional, and/or partially functional features of the Service.

If you elect to use a Beta Feature, you do so at your own risk. Notwithstanding anything else in this Agreement to the contrary, Definico disclaims any and all warranties associated with any Beta Feature. Any risk that Beta Features may harm or interrupt the regular running your software or hardware is borne entirely by Users.

API Services. Definico may provide a API with its proprietary data at its sole discretion. All data associated with such an API is proprietary to Definico. If you publicly display proprietary data associated with a free API, you must comply with any link and attribution guidelines set forth on the Site from time to time. An API may be accessed via a secret key. You agree to assume responsibility for your secret key, regardless of whether you authorized use of this key to another.

Definico reserves the right to suspend or terminate access to a free API at any time and for any reason, with or without cause. If your access to a free API is suspended or terminated, you agree that you have no rights associated with such API and shall not be entitled to any remuneration or compensation of any kind.

IX. Service Credits

Definico may from time to time offer opportunities to earn credits toward the Service (“Service Credits”). For example, Definico may offer credits to a User or Subscriber if that User or Subscriber refers a customer who purchases a Definico subscription and remains in good standing.

These Service Credits are awarded at the discretion of Definico and may be revoked at any time, for any reason, at Definico’s sole discretion. In no event shall credits ever be redeemable for cash, exchanged or sold, or rolled into a separate account Unused credits may expire at the discretion of Definico.

If, by way of example, Definico issues Service Credits for a referred account that is later deemed not to be an actual person or company, or the referred account is otherwise not in good standing, was fraudulently attained, or later sought a refund for any payments made, such Service Credits may be revoked and voided and other actions (such as terminating your subscription or banning you from any future referral program) may be undertaken at the reasonable discretion of Definico.

X. Trademarks; Copyrights; Proprietary Rights

Definico owns the visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, and all other elements and components of the Site (“Definico Content”). Definico Content excludes User Generated Content.

Definico also owns the copyrights, trademarks, service marks, trade names and other intellectual property and proprietary rights throughout the world associated with the Definico Content, the Site and Service, which are protected by applicable intellectual and proprietary rights and laws.

Users may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the Definico Content in whole or in part except as expressly authorized in writing by Definico. Definico does not grant any express or implied rights in Definico Content to Users, and all rights in and to the Site and to Definico‘s Content are retained and reserved by Definico.

Moreover, the term Definico and anything on the site that identifies or distinguishes Definico from other goods are services are registered or unregistered trademarks of the Company (the ” Definico Trademarks”). Except as otherwise permitted by law, you agree not to display or use in any manner the Definico Trademarks without the Company’s prior written consent.

XI. Copyright Infringement

If you believe that your work has been used in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify Definico at info@definico.com.

You must provide all of the following in writing: identify the copyrighted work that you claim has been infringed (or if multiple copyrighted works, then a representative list of such works); identify the content on the Service that you claim is infringing with enough detail so that Definico may locate it; provide a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; provide a statement by you declaring that the notification is accurate, and, under penalty of perjury, that you are the exclusive owner of the copyright interest involved or that you are authorized to act on behalf of the exclusive owner; provide information reasonably sufficient to permit Definico to contact you, such as an address, telephone number, and email address; and your physical or electronic signature.

Upon receipt of notice as described above, Definico will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged use from the Service or termination of the posting account.

XII. User Indemnification of Definico for Certain Actions

Users agree to indemnify and hold Definico and its affiliates, officers, agents, subsidiaries, partners and employees harmless from any loss, liability, claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of (i) User Generated Content you submit, post, transmit, or make available through the Service, (ii) your unauthorized use of the Site or Service, (iii) your connection to the Service, including your use of the Service to provide a link to another site or to upload content or other information to the Site, or (iv) your violation of the Terms Of Use, or (v) your violation of any rights of another including but not limited to another’s copyright or other intellectual property right.

XIII. Definico Warranties and Limitations

Definico provides the Service “as-is”. Definico provides no express warranties, guarantees, or conditions related to the Site or Service. To the extent permitted by law, Definico disclaims any implied warranties including those of merchantability, fitness for a particular purpose, workmanlike effort, and non-infringement and including those arising by usage of trade, course of dealing, or course of performance. Without limiting the generality of the foregoing, Definico does not warrant that the Site or Service will be accurate, error-free, virus-free, or uninterrupted or that it will meet any specific requirements of a User or Subscriber. Users may have additional rights as a consumer under local law that this Agreement cannot change.

XIV. LIABILITY LIMITATION; EXCLUSIVE REMEDIES FOR USERS

You acknowledge that Definico cannot provide the Service at a reasonable price without limiting its liability as set forth herein, so, as an express condition of use of the Site or Service, you agree to limit Definico’s potential liability to you as described in this clause. This limitation of liability is a fundamental element of the basis of the bargain between Definico and you as a User.

Definico does not: (i) guarantee the accuracy, completeness, or usefulness of any information on the Site or Service, or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears on the Site. Under no circumstances will Definico or its affiliates be responsible for any loss or damage resulting from your reliance on information or other content posted on the Site or transmitted to or by any Users.

To the extent permitted by applicable law, Definico shall not be liable for any consequential, special, or incidental damages or lost profits resulting from your access to or use of the Site or Service, whether based on breach of contract, breach of warranty, tort (including negligence), or any other legal theory. This includes your inability to access or use (including due to modification, suspension, blocking, discontinuance, cancellation, or termination of the Service or any part thereof) the Site or Service. Without limiting the foregoing, you specifically acknowledge that Definico is not liable for the defamatory, offensive, infringing, breaching, fraudulent, or illegal conduct of other Users or third parties and that the risk of injury from the foregoing rests entirely with you. These limitations apply to any matter related to the Site, Service or its content; third party Internet sites, programs or conduct; viruses or other disabling features; incompatibility between the Service and other services, software, or hardware; and any delay or failure in initiating, conducting, or completing any transmission or transaction in connection with the Service in an accurate or timely manner. These limitations also apply even if this remedy does not fully compensate you for any losses, or fails its essential purpose; or even if Definico knew or should have known about the possibility of the damages.

Some states, provinces and countries do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to Users in these jurisdictions.

XV. Special Admonitions for International Use

As a consequence of the global nature of the Internet, you agree to comply with all local rules and laws regarding user conduct on the Internet and acceptable content. Specifically, you agree to comply with all applicable laws regarding obscene and indecent content and communications and those regarding the transmission of technical data exported from the United States or the country in which you reside.

XVI. Miscellaneous Clauses

Electronic Form. By accessing the Site or Service, you consent to have this Agreement provided to you in electronic form. Please print a copy of this Agreement for your records.

  1.  If Definico must send you additional information regarding the Site or Service or in connection with this Agreement, you consent to receiving this information electronically. Definico may provide required information to you by email at any address you registered with the Site or Service or via the Site or Service itself. Notices provided to you via email will be deemed given and received on the transmission date. You understand and agree that this Agreement and any notices given pursuant to this Agreement are enforceable in electronic format. Definico is not obligated to notify you if changes are made to this Agreement, so please check the terms regularly.

Forum and Jurisdiction. This Agreement is governed by the laws of Victoria Australia, without regard to its conflict of law provisions. All disputes related to or arising from this Agreement will be subject to the exclusive jurisdiction and venue of the state and federal courts located in Victoria, Australia; to which jurisdiction and venue you and Definico each irrevocably consent.

Additional Rights and Obligations. If any provision of this TOU is held to be invalid or unenforceable, such provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision; the remaining provisions will remain in full force and effect. Any party’s failure to act with respect to a breach of this Agreement does not constitute a waiver or effect that party’s rights to act subsequently. Users may not assign rights or delegate any duties under this Agreement. Definico may assign rights or delegate duties under this TOU in connection with a merger, reorganization, or sale of substantially all of its assets. This TOU will bind successors and permitted assigns.

Entire Agreement. The Terms Of Use (along with the Privacy Policy, and any Subscriber agreement or other agreement incorporated by reference) constitutes the entire agreement between you and Definico and govern your use of the Service, superseding any prior agreements between you and Definico (including, but not limited to, any prior versions of the Terms Of Use).