Terms of Use

Index My Page Terms of Service

Updated: [5/3/2024]

The Index My Page service (“Service”) is provided by IndexMyPage Inc. (“Index My Page”).

Please read these terms of service (“Agreement”) carefully before using the Service. By using any part of the Service, you (“you” or “User”) agree to be bound by this Agreement, which takes legal effect between you and Index My Page on the date you start to use the Service (“Start Date”).

1. Interpretation

• 1.1 The definitions and rules of interpretation in this clause apply to this Agreement:Business Day: A day other than a Saturday, Sunday, or public holiday in the United States when banks are open for business.

  Confidential Information: Information that is proprietary or confidential, clearly labelled as such, or identified as Confidential Information in clause 11.1.

  User Data: Any data inputted by a User, or Index My Page on the User’s behalf, for the purpose of using the Service or facilitating the User’s use of any Services.

  Index My Page Platform: The gateway to any Index My Page dashboard or platform provided by the Service.

  Documentation: The document made available to the User by Index My Page online via a URL or such other web address notified by Index My Page to the User from time to time, which sets out a description of the Service and the user instructions for it.

  Initial Subscription Term: The initial term of this Agreement as set out in the written confirmation of the User’s order for the Service.

  Renewal Period: The period described in clause 14.1.

  Service(s): The indexing service and any other services provided by Index My Page to the User related to the indexing service.

  Software: The online software applications provided by Index My Page as part of the Service.

  Subscription(s): The maximum number of submissions a User is permitted to make under a subscription purchased by the User pursuant to clause 9.1, which entitles the User to access and use the Service in accordance with this Agreement.

  Subscription Fees: The subscription fees payable by the User to Index My Page for the Subscriptions.

  Subscription Term: The Initial Subscription Term together with any subsequent Renewal Periods.

  Virus: Any software, code, file, or program that may prevent, impair, or otherwise adversely affect the operation of any computer software, hardware, or network.

• 1.2 Clause, schedule, and paragraph headings shall not affect the interpretation of this Agreement.
• 1.3 A reference to a statute or statutory provision is a reference to it as it is in force as of the date of this Agreement.
• 1.4 A reference to writing or written excludes fax but not email.

2. User Subscriptions

• 2.1 Subject to the User purchasing the Subscriptions, Index My Page grants the User a non-exclusive, non-transferable, revocable right and license, without the right to grant sublicenses, to permit the use of the Service during the Subscription Term solely for the User’s internal business operations.
• 2.2 The User shall not access, store, distribute, or transmit any Viruses, or any material during its use of the Service that:
  (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, or racially or ethnically offensive;

  (b) facilitates illegal activity;

  (c) promotes unlawful violence;

  (d) is discriminatory based on race, gender, color, religious belief, sexual orientation, or disability; or

  (e) is otherwise illegal or causes damage or injury to any person or property.

  Index My Page reserves the right, without liability to the User or prejudice to its other rights, to disable the User’s access to any material that breaches the provisions of this clause..

• 2.3 The User shall not:
  (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Service, Software, and/or Documentation in any form or media or by any means;

  (b) decompile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Service or the Software;

  (c) access all or any part of the Service and Documentation to build a product or service that competes with the Service or any Services and/or the Documentation;

  (d) attempt to obtain, or assist third parties in obtaining, access to the Service other than as provided under this clause 2; or

  (e) introduce or permit the introduction of any Virus into Index My Page’s network or the Index My Page Platform..

• 2.4 The User shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Service and in the event of any such unauthorized access or use, promptly notify Index My Page.
• 2.5 The rights provided under this clause 2 are granted to the User only and shall not be considered granted to any subsidiary or holding company of the User.

3. Additional User Subscriptions

• 3.1 The User may, from time to time during the Subscription Term, purchase additional Subscriptions in excess of the number at the Start Date, and Index My Page shall grant access to the Service for such additional submissions in accordance with the provisions of this Agreement upon payment of the additional fees chargeable for such extra Subscriptions.

4. Service

• 4.1 Index My Page shall, during the Subscription Term, provide the Service(s) to the User on and subject to the terms of this Agreement.
• 4.2 Index My Page shall use commercially reasonable endeavors to make the Service available except for:

  (a) planned maintenance carried out during the maintenance window notified by Index My Page on the Index My Page Platform; and

  (b) unscheduled emergency.

5. Use of User Data

• 5.1 Index My Page is granted access to User Data and any other data comprising the relevant website only for the purposes of:

  (a) providing general or technical support in the use of the Service;

  (b) ensuring quality of service; and/or

  (c) undertaking analyses, creating metrics, and examining the performance of the Service to facilitate improvements to the functionality of the Services provided.

6. Third-Party Providers

• 6.1 Index My Page makes no representation, warranty, or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any third-party website while using the Service, or any transactions completed, and any contract entered into by the User, with any such third party.

7. Index My Page’s Obligations

• 7.1 Index My Page warrants that it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under this Agreement.
• 7.2 Index My Page:
  (a) does not warrant that:

  (i) the User’s use of the Service will be uninterrupted or error-free; or

  (ii) that the Service or the information obtained by the User through the Service will meet its requirements.

  (b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the User acknowledges that the Service may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.

• 7.3 THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. INDEX MY PAGE DOES NOT WARRANT THAT THE USE OF THE SERVICES WILL NOT INFRINGE ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. INDEX MY PAGE DOES NOT MAKE ANY WARRANTY OTHER THAN EXPRESSLY STATED ABOVE INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR AGAINST INFRINGEMENT, OR ANY EXPRESS OR IMPLIED WARRANTY ARISING OUT OF A COURSE OF DEALING NOR DOES INDEX MY PAGE OWE YOU ANYTHING BY WAY OF DAMAGES IF INDEX MY PAGE REMOVES THE SERVICES.
• 7.4 This Agreement is non-exclusive.

8. User’s Obligations

• 8.1 The User shall:
  (a) provide Index My Page with:

  (i) all necessary cooperation in relation to this Agreement; and

  (ii) all necessary access to such information as may be required by Index My Page;
  in order to provide the Service, including User Data, security access information, and configuration services;

  (b) without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement;

  (c) shall be responsible for any of its users breaching this Agreement.

• 8.2 The User shall own all right, title, and interest in and to all of the User Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of all such User Data..

9. Charges and Payment

• 9.1 The User shall pay the Subscription Fees to Index My Page for the Subscriptions in accordance with this clause 9.
• 9.2 The User shall on the Start Date provide to Index My Page valid, up-to-date, and complete contact and billing details. When the User provides:
  (a) its credit card details to Index My Page, the User hereby authorizes Index My Page to bill such credit card:

  (i) on the Start Date for the Subscription Fees payable in respect of the Initial Subscription Term; and

  (ii) subject to clause 14.1, on each anniversary of the Start Date for the Subscription Fees payable in respect of the next Renewal Period;

  (b) makes a request for any payment method other than by credit card, Index My Page will provide the User with details of the additional charges and pricing plan which alternative payment methods attract.

• 9.3 If Index My Page has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies of Index My Page:
  (a) Index My Page may, without liability to the User, disable the User’s password, account, and access to all or part of the Service and Index My Page shall be under no obligation to provide the Service while the invoice(s) concerned remain unpaid; and

  (b) interest shall accrue daily on such due amounts at an annual rate equal to 3% over the then-current base lending rate of Index My Page’s bankers, commencing on the due date and continuing until fully paid, whether before or after judgment.

• 9.4 All amounts and fees stated or referred to in this Agreement:

  (a) shall be payable in the currency in which Index My Page’s invoice is provided;

  (b) are, subject to clause 13.3(b), non-cancellable and non-refundable;

  (c) are exclusive of value-added tax, which shall be added to Index My Page’s invoice(s) at the appropriate rate..

• 9.5 Index My Page shall be entitled to increase the Subscription Fees at the start of each Renewal Period upon two months prior notice to the User..

10. Proprietary Rights

• 10.1 The User acknowledges and agrees that Index My Page and/or its licensors own all intellectual property rights in the Service and the Documentation. Except as expressly stated herein, this Agreement does not grant the User any rights to, under or in, any patents, copyright, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Service or the Documentation.

11. Confidentiality

• 11.1 Each party shall keep in strict confidence:
  (a) all technical and commercial know-how, specifications, inventions, processes, or initiatives which have been disclosed to the other by employees, agents, and consultants of the disclosing party; and

  (b) any other confidential information concerning the other party’s business, products which may be obtained and which is marked as confidential (“Confidential Information”).

• 11.2 The provisions of this clause shall not apply to any Confidential Information that:

  (a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party in breach of this clause);

  (b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;

  (c) may require disclosure to comply with applicable laws, a court order, or any government or regulatory authority.

• 11.3 Index My Page shall, for marketing or publicity purposes only, be entitled to use the User’s logos, designations, and marks on its website indicating that the User is a customer of Index My Page.

12. Data Protection

• 12.1 For the purposes of this clause, Data Protection Legislation means any United States and European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time that apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
• 12.2 Each party will comply with all applicable requirements of the Data Protection Legislation. In particular, where the User intends to use the Service for a website that contains personal data, then the User shall ensure that it has a legitimate basis for the use of such personal data.

13. Limitation of Liability

• 13.1 Except as expressly and specifically provided in this Agreement:
  (a) the User has sole responsibility for results obtained from the use of the Service and the Documentation by the User, and for conclusions drawn from such use. Index My Page shall have no liability for any damage caused by errors or omissions in any information, instructions, or scripts provided to Index My Page by the User in connection with the Service, or any actions taken by Index My Page at the User’s direction;

  (b) all warranties, representations, conditions, and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and

  (c) the Service and the Documentation are provided to the User on an “as is” basis.

• 13.2 Nothing in this Agreement excludes the liability of Index My Page:
  (a) for death or personal injury caused by Index My Page’s negligence; or

  (b) for fraud or fraudulent misrepresentation.

• 13.3 Subject to clause 13.1 and clause 13.2:

  (a) Index My Page shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution, or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect, or consequential loss, costs, damages, charges, or expenses however arising under this Agreement; and

  (b) Index My Page’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution, or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Subscription Fees paid during the twelve-month period immediately preceding the date on which the claim arose.

14. Term and Termination

• 14.1 Subject to clause 14.2, this Agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Start Date and shall continue for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed for successive periods of 1 month (if a monthly subscription plan) or 12 months (if an annual subscription plan), as applicable (each a Renewal Period), unless:
  (a) either party notifies the other party of termination, in writing, at least 14 days before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

  (b) otherwise terminated in accordance with the provisions of this Agreement;
  and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

• 14.2 If you make any use of the free trial period offered by Index My Page, then once the trial period has been completed, for the purposes of this Agreement, the “Start Date” shall become the day after the free trial period has ended and you or anyone in your Company continues to use the Service.
• 14.3 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

  (a) the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 21 days after being notified in writing to make such payment;

  (b) the other party commits a material breach of any other term of this Agreement and (if such breach is remediable) fails to remedy that breach within 21 days after being notified in writing to do so;

  (c) the other party goes into administration or suffers an event of insolvency, or a petition is filed for the winding up of the affected party;

  (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

  (e) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned under sub-clauses (c) – (d) above.

• 14.4 On termination of this Agreement for any reason:

  (a) all licenses granted under this Agreement shall immediately terminate, and the User shall immediately cease all use of the Service;

  (b) Index My Page may destroy or otherwise dispose of any of the User Data in its possession; and

  (c) any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

15. Force Majeure

• Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances, or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate this Agreement by giving 30 days written notice to the affected party.

16. Conflict

• If there is an inconsistency between any of the provisions of this Agreement and any Index My Page conditions on the Index My Page website, the provisions of this Agreement shall prevail.

17. Variation

• No variation of this Agreement shall be effective unless it is in writing and agreed by the authorized representative of each party. For the avoidance of doubt “in writing” includes email.

18. Waiver

• A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

19. Severance

• If any provision or part-provision of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

20. Entire Agreement

• Both parties acknowledge that in entering into this Agreement neither party has relied on any statement, representation, assurance, or warranty other than expressly included in this Agreement.

21. Assignment

• Index My Page may assign, transfer, charge, subcontract, or deal in any other manner with all or any of its rights or obligations under this Agreement.

22. No Partnership or Agency

• This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

23. Third-Party Rights

• This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

24. Notices

• 24.1 24.1 Any notice given to a party under or in connection with this Agreement shall be in writing and shall be:
  (a) sent by email to the addresses on the Index My Page Platform; or

  (b) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company).

• 24.2 Any notice shall be deemed to have been received:

  (a) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume;

  (b) if delivered by hand, at the time the notice is left at the proper address;

  (c) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting.

25. Governing Law and Jurisdiction

• This Agreement and any dispute or claim arising out of it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of the State of [Your State] in the United States. The courts of [Your State] shall have exclusive jurisdiction to settle any dispute or claim.