1.1. Thank you for using Ahrefs! These Terms of Service (the "Terms") are a binding agreement between you and Ahrefs Pte. Ltd. ("Ahrefs", "we", "us", or "our") (UEN No. 201227417H) of 16 Raffles Quay #33-03 Hong Leong Building Singapore 048581 (each a "Party" and collectively, the "Parties") with respect to your use of Ahrefs (https://ahrefs.com/) and all products and services in connection with Ahrefs from time to time, including our application programming interfaces ("Ahrefs API"), our Social Media Management tool, Wordcount (https://wordcount.com/) and any Beta Services (collectively, "Ahrefs Services").
1.2. The Terms do not apply to you where you have executed an Enterprise agreement with us for Ahrefs Services.
1.3. By using or accessing Ahrefs Services or permitting any Authorised User to use or access Ahrefs Services, you agree to be bound by the Terms, our Privacy Policy, Content Policy and Data Processing Addendum, which are expressly incorporated herein.
1.4. Where you, being an Authorised User or otherwise, are entering into the Terms on behalf of the owner of the Account (whether the owner is a company, organisation, individual or entity), you represent that you agree to the Terms on behalf of such owner and you warrant that you have the authority to bind the owner of the Account to the Terms. In such cases, all references to "you" will refer to the owner of the Account. If you are an Authorised User, the Terms apply to you to the extent that the Terms are applicable to Authorised Users.
1.5. Ahrefs reserves the right, at our sole discretion, to amend the Terms, in whole or in part, at any time without notice and with immediate effect. The current version of the Terms can be found on https://ahrefs.com/legal/terms and the last modified date may be viewed at the top of the page. By continuing to use Ahrefs Services, you agree to the current version of the Terms. We encourage you to review the Terms periodically. If there are material changes to the Terms, we may require you to re-accept the Terms to continue use of Ahrefs Services or any products and services within Ahrefs Services.
1.6. Arbitration Notice. Unless you opt out of arbitration within 30 days of the date you first agree to the current version of the Terms using the procedure stated in clause 18.6, you agree to section 18 of the Terms which requires that you submit any claims against us to binding and final arbitration on an individual basis and not as part of a class, representative or consolidated action.
2.1. In addition to the terms defined elsewhere herein, the following terms shall have the meaning ascribed to them in this section.
2.2. "Account" refers to a unique account owned by you and created for you and/or your Authorised Users to access Ahrefs Services.
2.3. "AI Content" refers to all information, data, content, messages, photos, videos, recordings, images, ideas and other materials generated, displayed, produced or made available for and in relation to Ahrefs Services with the use, support or assistance of AI Tools, including Generative AI Content as defined in section 6 of the Terms.
2.4. "AI Tools" refers to products, services, features, tools or functionalities of or within Ahrefs Services that are built on, integrated with or supported by artificial intelligence.
2.5. "Authorised User(s)" refers to an individual who is authorised by you to use Ahrefs Services under your Account and/or on your behalf, including your employees, affiliates, personnel, agents, contractors or consultants.
2.6. "Beta Services" refers to products, services, features, tools or functionalities in connection with Ahrefs Services that are made available to our customers for their internal evaluation and testing purposes only and which, at our sole discretion, may or may not be published, launched or made publicly available thereafter.
2.7. "Content" refers to all information, data, content, messages, photos, videos, recordings, images, ideas and other materials provided, generated or made available for and in relation to Ahrefs Services, including AI Content.
2.8. "Subscription Period" refers to the period which a Subscription Plan is in effect from the date you make payment for the Subscription Plan.
2.9. "Subscription Plan" refers to a set, package or tier of products and services of or within Ahrefs Services for which you have access to in exchange for a payment for the Subscription Period.
2.10. "Third Party Content" refers to all information, data, content, messages, photos, videos, recordings, images, ideas and other materials that Ahrefs Services collect on your behalf from Third Party Services.
2.11. "Third Party Service(s)" refers to any third-party product, service, software, technology and/or code provided under separate terms that is used to build or support Ahrefs Services or is offered in conjunction with Ahrefs Services, including social media platforms, integration partners and open-source software.
2.12. "User Content" refers to all information, data, content, messages, photos, videos, recordings, images, ideas and other materials that you and/or your Authorised Users provide to us in relation to Ahrefs Services (including AI Tools) or through Ahrefs Services to Third Party Services.
3.1. The Terms shall be governed by, construed and enforced in accordance with the laws of the Republic of Singapore, without regard to conflict of law principles.
3.2. The Terms, which incorporates our Privacy Policy, Content Policy and Data Processing Addendum, constitute the entire agreement between the Parties and supersedes all previous representations and correspondence between the Parties.
3.3. Ahrefs shall not be bound by any other term or condition proffered by you in any correspondence or document, regardless of whether we expressly object to such term or condition.
3.4. The Terms are in the English language, which prevails over any translations of it to other languages.
3.5. The headings and titles used in the Terms are for convenience only and shall not be considered in construing or interpreting the Terms.
3.6. The term "including" in the Terms shall be interpreted to mean "including but not limited to".
4.1. You agree that you are responsible for maintaining the security and confidentiality of all details and activities of any Account and for procuring and maintaining all resources or equipment necessary to use Ahrefs Services.
4.2. You agree that you are responsible for your Authorised Users' compliance with the Terms, all activity conducted under or within your Account and all User Content, including but not limited to the accuracy and legality of the User Content.
4.3. You agree that you will not:
a) hide or misrepresent who you are to use Ahrefs Services or to breach the Terms;
b) use Ahrefs Services in violation of applicable law, such as to perform fraudulent activity;
c) use Ahrefs Services, including AI Tools, in a manner which produces or generates content that is in violation of our Content Policy;
d) provide, input or use User Content that is in violation of our Content Policy;
e) modify, copy, prepare derivative works of, decompile, reverse engineer, disassemble, or reduce Ahrefs Services to human-readable form, or attempt to discover the source code or underlying components of models or algorithms of Ahrefs Services (unless legally compelled to by applicable law);
f) abuse, harm, interfere with or disrupt Ahrefs Services or its systems or security-related features, such as by introducing or transmitting worms, viruses or any code of a destructive or malicious nature or by imposing an unreasonably or disproportionately large load on the infrastructure of Ahrefs Services;
g) manipulate, interfere with or disrupt the integrity, security, functionality or performance of Ahrefs Services or its components;
h) take advantage of any feature or functionality in relation to Ahrefs Services that a reasonable person would consider to be an obvious omission or error;
i) except through the software or search agents provided by Ahrefs Services, search, crawl, scrape or harvest data or information from Ahrefs Services through the use of any engine, software, tool, agent, device or mechanism;
j) except through Ahrefs API, use Ahrefs Services through an automated means;
k) where you use Ahrefs API through an automated means, access Content in violation of the machine-readable instructions on our web pages such as robots.txt files that disallow crawling, training or other activities;
l) use Ahrefs Services to develop a product or service which competes with us or any of our products and services;
m) use Ahrefs Services to violate our or others' rights including intellectual property rights; and/or
n) attempt to circumvent or bypass any functionalities, restrictions, limits or access features of Ahrefs Services.
4.4. You agree that we may access your Account as necessary to provide you with Ahrefs Services and any support or assistance in connection with Ahrefs Services.
4.5. You agree to use reasonable efforts to prevent any unauthorised use of Ahrefs Services. Upon being made aware of any unauthorised use of Ahrefs Services, you agree to immediately notify us at [email protected], take all necessary steps to terminate the unauthorised use, and provide us with your full cooperation and assistance to terminate, rectify and/or prevent further unauthorised use.
4.6. You agree to use Beta Services solely for your internal, non-commercial evaluation and testing purposes.
4.7. Ahrefs Services includes products and services which are undergoing continuous changes and improvements as part of our product and software development process or which operate in connection with and/or in reliance on Third Party Services or application programming interfaces and integrations. You agree that there may be errors, bugs, issues or interruptions with Ahrefs Services (including any paid-up functionalities) and while we undertake commercially reasonable efforts to ensure otherwise, we have no obligation to provide notice and/or correct, update, modify, maintain or repair Ahrefs Services. We reserve the right, at our sole discretion and without liability to you or any third party, to modify, update, or fully or partially discontinue Ahrefs Services at any time and for any reason, temporarily or permanently, with or without notice.
4.8. You agree that you are solely responsible for retaining and maintaining copies of User Content and that Ahrefs has no obligation to store, extract or transfer any User Content to you under any circumstance.
5.1. Ahrefs Services may offer features or tools that enable you to connect to and/or use Third Party Services. By connecting to a Third Party Service, you are permitting us to receive and store safe authentication token(s) from the Third Party Service.
5.2. By connecting to a Third Party Service, you authorise us to process all Third Party Content. You agree that you shall collect, use and process Third Party Content in compliance with the terms and conditions applicable to it and any applicable laws, including privacy laws.
5.3. You agree that your use of any Third Party Service, including your use of User Content in relation to such Third Party Service, is governed solely by such Third Party Service's terms and conditions, usage guidelines and/or other related agreements, and that you shall use such Third Party Service in compliance with such terms and conditions.
5.4. Ahrefs does not endorse, is not liable for, and makes no representations or warranties in relation to any and all aspects of Third Party Services and your use of Third Party Services. You acknowledge that we have no control over and are not responsible for Third Party Services. Should any Third Party Service cease or modify its provision of access, we reserve the right, at our sole discretion and without liability, to discontinue access to such Third Party Service. You agree to irrevocably waive any claim against us with respect to any Third Party Services.
6.1. Ahrefs Services may contain AI Tools. You agree to use AI Tools, AI Content and Generative AI Content (as defined below) in compliance with the Terms and any applicable law.
6.2. AI Tools may be built on or supported by Third Party Services. You acknowledge that your use of AI Tools, AI Content and Generative AI Content (as defined below) may also be subject to the terms and conditions, usage guidelines and/or other related agreements of such Third Party Services and you agree to be solely responsible for complying with all applicable terms.
6.3. You acknowledge and agree that:
(a) AI Content may be incomplete, inaccurate or offensive and does not represent, in any way, any views, endorsements or affiliations of Ahrefs;
(b) any reliance on AI Content is at your own risk;
(c) Ahrefs disclaims all warranties, express or implied, in relation to AI Content, including any warranty that AI Content does not violate the rights of third parties or any applicable law;
(d) all other disclaimers herein, including but not limited to the disclaimers set out in section 14 (Warranties and Disclaimer), apply to AI Content to the fullest extent as contemplated in the Terms;
(e) you are solely responsible for your use of AI Content; and
(f) you shall conduct human review and evaluation of AI Content before engaging in any use of AI Content.
6.4. To the extent that and only where:
(a) you provide input to AI Tools;
(b) you own all necessary rights, licences and permissions in the input you provide to AI Tools; and
(c) you receive output from AI Tools based on the input you provide to AI Tools ("Generative AI Content"),
you own all rights, title and interests, if any, in and to Generative AI Content.
6.5. You agree that you shall not provide any input to AI Tools which:
(a) contains trademarks or other materials subject to third party intellectual property rights, unless you own the necessary rights in such materials;
(b) contains personal information, unless you own the necessary permissions to such information, including but not limited to having complied with all data protection and privacy laws applicable to such personal information;
(c) is intended to generate output that is substantially similar to works that are subject to third party intellectual property rights, unless you own the necessary rights in such work;
(d) is in violation of our Content Policy or is intended to generate or distribute output that is in violation of our Content Policy;
(e) is in breach of the Terms; or
(f) is in violation of any applicable law.
6.6. Notwithstanding clause 6.4, you acknowledge and agree that:
(a) Generative AI Content may not be unique to you;
(b) other users of Ahrefs Services or AI Tools may receive output with similarity to Generative AI Content and you do not have any right, title or interest in any such output; and
(c) Ahrefs reserves the right, at its sole discretion, to process, screen, review, remove, block or otherwise amend Generative AI Content before Generative AI Content is provided to you.
7.1. Upon registering for an Account, you may obtain free access to some products and services.
7.2. The products and services available to you will be based on your Subscription Plan, which is billed upfront monthly or annually.
7.3. We reserve the right, at our sole discretion, to determine and amend the pricing structure for Ahrefs Services. Any alterations in pricing will come into effect upon renewal of your Subscription Plan and you agree for us to charge you as such. We may make unique promotional offers to select customers and unless made to you, such offers will not apply to you or the Terms.
7.4. You authorise Ahrefs to charge all sums applicable to your Subscription Plan, including all applicable taxes, to the payment method specified in your Account. Where you make payments with a credit card, you agree that we may seek pre-authorisation of your credit card for our verification purposes and you agree to recurring periodic charges according to the Subscription Period until the Subscription Plan is cancelled or terminated. In the event where such recurring periodic charges do not go through, you agree to such recurring periodic charges on any backup payment method you may indicate.
7.5. Any additional use on top of the credits or features provided under such Subscription Plan may be subject to additional charges on a pay-as-you-go basis. This will continue for any accrued pay-as-you-go usage even after the cessation of such Subscription Plan for any reason and any unused portion will expire by the stipulated timeframe without being transferred to any subsequent usage period.
7.6. Any changes to a Subscription Plan, such as an upgrade or downgrade, will only take effect after the end of the Subscription Period.
7.7. In the event of any non-payment of a Subscription Plan, you agree to pay the costs and expenses of collection of any outstanding payments including but not limited to legal costs incurred by us. We may charge interest, at our sole discretion, on any outstanding payments due to us at a reasonable rate or at a rate permitted by applicable law.
8.1. You may cancel a Subscription Plan through your Account or by contacting us at [email protected]. Any cancellation of a Subscription Plan will take effect at the end of the Subscription Period and the products and services available under such Subscription Plan will be available to you till the end of the Subscription Period.
8.2. Unless expressly provided for by applicable law, we have no obligation to provide refunds in any instance. You may request for a refund via email in writing to [email protected] for non-use. We reserve the right, at our sole discretion, to review and determine such requests.
8.3. To delete an Account, you may send us a request via email in writing to [email protected] or use the live chat function available on https://ahrefs.com/. You agree that the deletion of any Account is subject to the fulfilment of your payment obligations to us (whether arising out of the use of Ahrefs Services or any other products and services of Ahrefs) and your receipt of written confirmation from us that the Account has been deleted.
8.4. We reserve the right, at our sole discretion and determination, without liability and with immediate effect, to restrict functionality, suspend, terminate and/or delete your Subscription Plan, your Account and any information within, your use of Ahrefs Services or take any other appropriate measure (for instance, blocking your IP address) for reasons including but not limited to:
(a) your use of Ahrefs Services poses a security risk to us, Ahrefs Services or any third party;
(b) your use of Ahrefs Services may adversely impact us, our affiliates, partners or customers;
(c) your use of Ahrefs Services may subject us or our affiliates to liability or breach under any applicable law;
(d) your use of Ahrefs Services may be fraudulent, abusive, discriminatory or illegal;
(e) your use of Ahrefs Services may disparage or devalue our reputation or goodwill;
(f) you have not fulfilled your payment obligations to us, whether arising out of the use of Ahrefs Services or any other products and services of Ahrefs;
(g) you are in breach of the Terms, including any representations and warranties within;
(h) you become a subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors;
(i) there has been unauthorised use of Ahrefs Services; and/or
(j) we were requested to do so by any legal or public authority under any applicable law.
8.5. Upon termination of your use of Ahrefs Services, any license rights granted to you under the Terms will terminate with immediate effect and any outstanding payments due to Ahrefs shall become immediately due and payable. We may, at our sole discretion, apply the value of any remaining Subscription Period towards the fulfilment of such payments.
8.6. You may appeal our decision under this section by writing to us at [email protected]. All appeals are subject to review by us and may not be available in all circumstances.
9.1. This section applies to any and all payments made for and in relation to Ahrefs Services.
9.2. All prices and charges are exclusive of taxes and fees. Where a currency other than United States Dollars is used for payment, we apply a fixed conversion rate that is updated from time to time. All payments and taxes due are calculated and determined by us at our sole discretion and we may make changes to such amounts without providing prior notice.
9.3. Where applicable and in accordance with applicable law, taxes and fees will be charged on the invoices issued by us. You are solely responsible for any applicable taxes and fees and you shall pay any additional amounts as may be required by applicable law such that the net amount received by us is equal to the total amount due and payable to us for your use of Ahrefs Services. Upon request, we will provide you with tax forms to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made for your use of Ahrefs Services.
9.4. Where you are exempt from any taxes and fees, you shall provide us, for our review, validation and/or use, any and all appropriate documentation to substantiate as such. Where we determine, at our sole discretion, that such documentation is unavailable or invalid, we reserve the right to charge you the applicable taxes and fees.
9.5. Where taxes and fees are due from you to the tax authorities, you are solely responsible for paying such taxes and fees to the tax authorities such that the net amount received by us is equal to the total amount due and payable to us for your use of Ahrefs Services. You shall provide us, for our review, validation and/or use, any and all appropriate documentation to substantiate your business nature. Where we determine, at our sole discretion, that such documentation is unavailable or invalid, we reserve the right to charge you the applicable taxes and fees.
10.1. If a Party (the "Receiving Party") obtains access to Confidential Information (as defined below) of the other Party (the "Disclosing Party") in connection with the negotiation or performance of any agreement in relation to Ahrefs Services, the Receiving Party agrees that:
a) the Disclosing Party shall retain ownership of the Confidential Information and the Receiving Party shall not acquire any rights therein, except to the extent provided in the Terms;
b) the Receiving Party shall use at least the same degree of care (but not less than reasonable care) to protect the Confidential Information from unauthorised disclosure or access that the Receiving Party uses to protect its own Confidential Information, including measures to protect against the unauthorised use, access, destruction, loss and alteration of such Confidential Information;
c) except with the Disclosing Party's written consent otherwise, the Receiving Party shall use the Confidential Information only for the purposes of and as necessary to perform its obligations under the Terms; and
d) except as otherwise provided in the Terms, no Confidential Information shall be made available by the Receiving Party to any third party for any purpose, unless the Disclosing Party provides its written consent and the third party agrees in writing to treat Confidential Information in accordance with non-disclosure terms at least as comprehensive as those in the Terms ("Authorised Third Party"). The Receiving Party agrees to be liable for a breach of such non-disclosure terms by the Authorised Third Party.
10.2. "Confidential Information" shall refer to any information disclosed by the Disclosing Party to the Receiving Party in connection with the negotiation or performance of any agreement in relation to Ahrefs Services in any form which:
a) in the case of a tangible disclosure, the Disclosing Party affixes to such disclosure an appropriate legend or marker such as "Proprietary" or "Confidential";
b) in the case of an intangible disclosure, the Disclosing Party makes a contemporaneous oral statement or delivers to the Receiving Party a written statement within seven (7) days to the effect that such disclosure is confidential; or
c) in the case of either a tangible or intangible disclosure, the Receiving Party should reasonably regard as Confidential Information, which may include the Disclosing Party's business or technical information or trade secrets;
but which shall not include:
a) information that the Receiving Party rightfully received from a third party with the right to disclose it;
b) information that was previously rightfully known by the Receiving Party free of any obligation to keep it confidential;
c) information that was or becomes publicly known through no wrongful act of the Receiving Party; and/or
d) information that is independently developed by the Receiving Party without use of or reference to the Confidential Information.
10.3. For the purposes of the Terms, the Beta Services are Confidential Information.
10.4. Without prejudice to clause 10.1, the Receiving Party may disclose Confidential Information to its directors, officers or employees on a need-to-know basis if they agree in writing to treat Confidential Information in accordance with non-disclosure terms at least as comprehensive as those in the Terms ("Authorised Person"). The Receiving Party agrees to be liable for a breach of such non-disclosure terms by the Authorised Person.
10.5. Without prejudice to clause 10.1, the Receiving Party may disclose Confidential Information as required to comply with any laws and regulations applicable to it under the Terms or orders of governmental entities with jurisdiction over it where the Receiving Party:
a) provides the Disclosing Party with prior written notice sufficient to allow the Disclosing Party to seek any remedy it deems necessary or appropriate (except to the extent that the Receiving Party's compliance with this obligation will cause it to violate any legal requirements);
b) where the foregoing prior written notice will cause the Receiving Party to violate any legal requirements, provides the Disclosing Party with written notice as soon as practicable and without undue delay;
c) discloses Confidential Information only to the extent as so required; and
d) uses commercially reasonable efforts to obtain confidential treatment for Confidential Information so disclosed.
11.1. All Content are on an "as-is" and "as available" basis without any warranty, and could include technical, typographical or photographic errors.
11.2. You agree that when using Ahrefs Services, you will be exposed to Content from a variety of sources and acknowledge that Content may be inaccurate, offensive, indecent or objectionable. You agree we have no obligation to monitor, update, revise or amend any Content. Any reliance on any and all Content is at your own risk.
11.3. Without prejudice to the foregoing, we reserve the right, at our sole discretion and without liability, to monitor, screen, refuse, remove, edit, transfer or block any Content from or within Ahrefs Services. For the avoidance of doubt, nothing in this clause assumes our liability or responsibility over and in relation to any such Content.
11.4. Ahrefs Services may provide access to content, products and services from third parties, including links to external or unaffiliated websites. Unless expressly stated otherwise, the inclusion of any link or third-party content does not imply our endorsement or approval or any relationship with the third party. You agree that Ahrefs has no control over and is not responsible for such content and you agree to irrevocably waive any claim against us with respect to such content.
12.1. Ahrefs retains sole ownership of all intellectual property rights in Ahrefs Services, including patents, trademarks, copyrights, trade secrets and any other proprietary rights inherent in Ahrefs Services which encompass innovations, visual interfaces, graphics, design, compilation, computer code, data, software, algorithms, products and domain names.
12.2. Other than what is expressly granted in the Terms, we do not grant you any rights, title or interest in Ahrefs Services. You agree to attribute such proprietary rights in any publication or distribution, where applicable.
12.3. Content may be collected from public domain sources and Content remains the sole responsibility of those who make it available. Where Content is subject to intellectual property rights, such as Content accessible through Ahrefs, all intellectual property rights vest in their respective owners.
12.4. Subject to your complete and ongoing compliance with the Terms and the fulfilment of your payment obligations to us (whether arising out of the use of Ahrefs Services or any other products and services of Ahrefs), Ahrefs grants you a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use Ahrefs Services solely for the purposes of your internal business operations.
12.5. You agree to grant us a non-exclusive, worldwide, royalty-free and fully paid-up licence to use (including to process, host, store, transfer, display, modify, publish, distribute or create derivative works of), in any form, all User Content for the purposes of providing Ahrefs Services.
12.6. You agree to grant us a non-exclusive, worldwide, royalty-free and fully paid-up licence to use your company name and logo on our website and in any promotional materials, press releases, investor materials and other stockholder communications. You are able to withdraw your permission under this clause by email in writing to [email protected].
12.7. Except and solely to the extent that such a restriction is impermissible under applicable law, you agree that you shall not engage in any use of Ahrefs Services, Content or User Content in violation of intellectual property rights, including but not limited to:
a) reproducing, duplicating, copying, selling, trading, transferring, assigning, publishing, or exploiting for any commercial purposes, any portion of Ahrefs Services, or use or access to Ahrefs Services or the computer code that powers Ahrefs Services, without our express written consent;
b) misrepresenting the ownership or source of Content or User Content, such as obscuring, removing, changing or falsifying any trademark, copyright, author attributions or other proprietary notice; and/or
c) reproducing, duplicating, copying, using or publishing any portion of Content or User Content to an infringing extent under any laws and regulations applicable to you under the Terms.
12.8. If you believe that there has been infringement of your intellectual property rights in relation to any use of Ahrefs Services, please notify us via email in writing to [email protected]. You understand that we may require your cooperation to investigate the alleged infringement, including but not limited to the provision of further information on the alleged infringement in a specified format.
13.1. You agree to our collection and processing of your information in line with the Terms and our Privacy Policy as you use Ahrefs Services. Such information will include:
a) data collected automatically and/or in connection with the use of cookies and similar technologies;
b) information provided voluntarily as you use Ahrefs Services, including User Content; and
c) information from Third Party Services when you connect to and/or use Third Party Services, whether as part of or through Ahrefs Services.
13.2. You agree to our use of a third-party payment processor to process payments made for and in relation to Ahrefs Services. By submitting payment information such as your credit card details to us, you authorise the third-party payment processor to store such information and/or charge you as appropriate until your Account is deleted.
13.3. You agree that we may use User Content, including any content you provide to us in connection with your use of AI Tools, to train our machine learning models and support and develop AI Tools.
13.4. You authorise and agree to our use of non-personal, de-identified and/or aggregated data derived from the operation and use of Ahrefs Services, including but not limited to User Content and data associated with your Google Analytics and Google Search Console accounts, for our business and/or operating purposes such as:
a) to compile usage and performance information related to Ahrefs Services;
b) to operate, improve, develop, support and evolve Ahrefs Services;
c) to develop and publish benchmarks and similar informational reports (such data shall only be disclosed externally in de-identified and aggregated form); and/or
d) for any other lawful purpose.
Ahrefs owns all rights, title and interest in such de-identified and/or aggregated data and any data derived therefrom and you agree that we have no obligation to provide you with any attribution.
13.5. All information in relation to your use of Ahrefs Services is collected and processed in accordance with our Privacy Policy. For more details on our processing of information and how you may exercise your rights to your information, please refer to our Privacy Policy.
14.1. You hereby represent and warrant that:
a) you are at all times in compliance with any and all laws and regulations of any jurisdiction that may be applicable to you (including export control, sanctions and privacy laws) in respect of all activities conducted in relation to your use and conduct of Ahrefs Services;
b) the creation of any Account was completed by a human and the information used to create any Account is accurate, complete and rightfully yours to use and you will maintain it as such at all times;
c) where you and/or your Authorised Users are individuals, you and the Authorised Users are at least 18 years old or where you and/or your Authorised Users are individuals below 18 years old but at least 13 years old, you and the Authorised Users have permission from a parent or guardian who will be liable for the use of Ahrefs Services, including any financial transactions or obligations incurred through such use;
d) you have all the relevant rights and permissions to enter into the Terms and use Ahrefs Services;
e) you are not in violation of any laws, regulations and/or intellectual property rights or will cause Ahrefs to be in violation of such laws, regulations and/or intellectual property rights in respect of all User Content; and
f) you have all the relevant rights and permissions to grant Ahrefs the licence to User Content as in clause 12.5.
14.2. Ahrefs Services are provided on an "as is" and "as available" basis without any representations, warranties, guarantees or conditions of any kind. To the maximum extent permitted by applicable law, we expressly disclaim any and all warranties in relation to Ahrefs Services and Content, whether statutory, express or implied, oral or written, including but not limited to the accuracy, condition, security, value, quality, non-infringement, non-interference, merchantability or fitness for a particular purpose, or that your use of Ahrefs Services will achieve any intended result, be continuous, uninterrupted, or error-free, or that Ahrefs Services will be compatible with any software, system or other service, or that we will update, revise, correct or rectify any errors or defects with Ahrefs Services.
15.1. To the maximum extent permissible under applicable law, Ahrefs shall not, whether in contract, tort or otherwise, be liable for any loss of profit or revenues, loss of use of products or services, cost of capital, financial losses, loss of business opportunity, loss of reputation, loss of contract, failure to meet contractual commitments or deadlines, downtime costs, increased expense of operation, loss of or corruption of any data, or any direct, indirect, incidental, punitive, exemplary, special or consequential losses or damages of any kind whatsoever, whether it be arising from the Terms, your use or inability to use Ahrefs Services, and/or the combination of Ahrefs Services with any Third Party Services or other networks or systems.
15.2. Notwithstanding any clause to the contrary in the Terms (except for section 16) and to the maximum extent permissible under applicable law, you agree that our aggregated liability arising out of or in connection with the Terms, including for any implied warranties, is limited to the amount of moneys actually received by us from you to use Ahrefs Services during the 12 months preceding the event giving rise to the liability.
15.3. The liability of Ahrefs under the Terms shall not, in any event, apply to, limit or offset any payment obligations due to Ahrefs, whether arising out of the use of Ahrefs Services or any other products and services of and in connection with Ahrefs.
15.4. You agree that where you are in breach of the Terms, monetary damages may not be an adequate remedy and we shall be entitled, at law or in equity, to any and all remedies or relief in respect of such breach that may be available under applicable law.
16.1. Subject to your ongoing compliance with the Terms, Ahrefs shall indemnify, defend and hold you harmless, from any and all losses, demands, liabilities, damages, settlements, expenses and costs (including reasonable attorney's fees) directly incurred due to a claim brought by a third party against you to the extent that such claim is based upon or arises out of an allegation that Ahrefs Services directly infringes a registered trademark of a third party ("Third Party Claim").
16.2. The indemnification under this section expressly excludes indemnification of any claim that is based upon or arises out of:
a) any use of Ahrefs Services in combination with other products or services, if the claim would not have arisen but for such combination;
b) any aspects or components of Ahrefs Services that are provided by you, or provided by us to comply with your requirements or specifications, if the claim would not have arisen but for such aspects or components;
c) any use of Ahrefs Services in a manner or for purposes not permitted or intended under the Terms or not in accordance with any written instructions or guidelines provided by us; and/or
d) any use of User Content, Third Party Content or the Third Party Services.
16.3. For the avoidance of doubt, our indemnification in clause 16.1 shall not include future, expected, consequential, indirect, special, incidental or punitive losses or damages, including but not limited to loss of chance damages and future economic loss.
16.4. Upon becoming aware of a Third Party Claim, you shall:
a) notify us in writing of the Third Party Claim and all information you possess in relation to the Third Party Claim as soon as practicable and in any event, within five (5) days of you becoming aware of the Third Party Claim;
b) except with our express written consent or only to the extent where necessary to comply with the requirements of any applicable law, refrain from taking or asserting any action, defence, control or position in relation to the Third Party Claim; and
c) upon our request, cede exclusive and complete defence and control of the Third Party Claim to us and provide us with any and all information and assistance required by us to handle the defence or settlement of the Third Party Claim.
16.5. Without prejudice to clause 16.4, you shall have the right to participate in the defence or settlement of the Third Party Claim with counsel of your choice and at your own expense.
16.6. Except with our express written consent, you shall not, in any event, confess judgment, admit liability, or take any other actions prejudicial to the defence. You agree that where you fail to comply with this clause, such failure constitutes a material prejudice to our ability to defend or settle the Third Party Claim and you thereby agree to waive in entirety our obligations under this section.
16.7. In the event it is held, or in our reasonable opinion that it is likely to be held, that your use of Ahrefs Services infringes an intellectual property right of a third party, Ahrefs reserves the right, at its sole discretion and without further liability to you, to modify, replace or remove the affected elements of Ahrefs Services, in whole or in part, such that it becomes non-infringing.
16.8. You acknowledge and agree that your right to obtain indemnification under this section is your sole and exclusive right and recourse in the event of a Third Party Claim.
17.1. To the maximum extent permissible under applicable law, you agree to defend, indemnify, hold harmless, release and/or discharge (where applicable), Ahrefs, its owner(s), subsidiaries, affiliates, assigns, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers and employees, from and against any and all alleged and/or actual claims, actions, lawsuits, proceedings, loss of profit or revenue, loss of reputation, damages, penalties, demands, losses, expenses, fees (including reasonable attorney fees), costs, or liabilities of any kind or nature whatsoever (including but not limited to breach of any laws or regulations and/or infringement of any rights) incurred in connection with and/or arising out of:
a) your or your Authorised Users' use of Ahrefs Services or User Content;
b) your or your Authorised Users' breach of the Terms or our Content Policy;
c) your or your Authorised Users' infringement or alleged infringement of any intellectual property right or violation of any applicable law; and
d) the breach by an Authorised Third Party or Authorised Person of any non-disclosure terms which Confidential Information shall be subject to pursuant to the Terms.
17.2. Ahrefs reserves the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Ahrefs in connection therewith.
17.3. Without prejudice to clause 17.2, you shall have the right to participate in the defence or settlement of any matter that is subject to indemnification by you with counsel of your choice and at your own expense.
18.1. Parties agree that any dispute arising out of or in connection with the Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause.
18.2. For the avoidance of doubt, the arbitration agreement in the Terms shall be governed by, construed and enforced in accordance with the laws of the Republic of Singapore, without regard to conflict of law principles. The substantive law of the arbitration shall be the laws of the Republic of Singapore.
18.3. To the exception of clause 18.1, you agree that Ahrefs has the right to seek injunctive relief against any unauthorised use or abuse of Ahrefs Services, unauthorised disclosure of Confidential Information or intellectual property infringement and the right to pursue an enforcement action without first engaging in the dispute resolution process described herein.
18.4. The seat of the arbitration shall be Singapore. The tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.
18.5. Parties agree to resolve any and all disputes in connection with and/or arising out of the Terms on an individual basis and not as part of a class, representative or consolidated action. For the avoidance of doubt, this clause applies whether or not you opt out of arbitration.
18.6. To opt out of arbitration, please notify us within 30 days of the date you first agree to the current version of the Terms via email in writing to [email protected].
18.7. Where there is a valid opt-out of arbitration in accordance with clause 18.6, Parties submit to the exclusive jurisdiction of the courts of the Republic of Singapore.
18.8. If any of the provisions of the Terms are held to be invalid, unenforceable or illegal by a court or arbitrator of competent jurisdiction, such provision shall, at our discretion, be either replaced with an enforceable provision that most nearly achieves the intended effect of the unenforceable provision or be limited to the minimum extent, such that the remaining portions of the Terms will remain in full force and effect.
19.1. Your obligations under any clauses in the Terms which by their nature or sense are intended to survive beyond the termination or expiration of the Terms, including but not limited to those under sections 8, 10, 12, 14, 15, 16, 17 and 18, shall survive as such.
19.2. You shall not assign or transfer any rights or obligations under the Terms to any party without our express written consent. We may assign the Terms without your consent to a successor (including a successor by way of merger, acquisition, sale of assets or operation of law) where the successor agrees to assume and fulfill our obligations under the Terms. The Terms shall bind and inure to the benefit of the Parties and their successors and assigns.
19.3. The waiver by Ahrefs of any term or right set out in the Terms shall not be deemed a further or continuing waiver of any other term or right.
19.4. The delay or omission by either Party to enforce or exercise any terms or right pursuant to the Terms will not impair any such terms or right nor be construed to be a waiver thereof and will in no way affect the other Party's right to enforce it.
19.5. A person who is not a party to the Terms shall have no right under the Contracts (Rights of Third Parties) Act 2001 for the time being in force, to enforce any of the covenants, terms or conditions of the Terms.
19.6. The Parties are independent contractors. Unless expressly stated otherwise, no partnership, joint venture, employment or agency relationship exists between the Parties as a result of the Terms and neither Party shall have any power or right to bind the other Party.
19.7. Unless expressly stated otherwise in the Terms, all notices under or in connection with the Terms shall be sent via email to [email protected].
19.8. We may pass notice to you by placing a banner notice on our website or platform, or by reaching you or your Authorised Users through your Account or contact information provided within your Account. You agree that you are responsible for keeping the information used to create your Account up-to-date in order to receive such notice from us.