Terms & Conditions

1.1.These Terms form a binding contract enforceable under the Contracts Act 1950 of Malaysia. By clicking "I Agree", "Sign Up", "Subscribe", or a substantially similar button, by creating an Account, by making payment for any Subscription, or by accessing or otherwise using any part of the Services, you signify your unconditional acceptance of these Terms and your intention to create legal relations with Nadixia.

1.2.If you are entering into these Terms on behalf of a company, organisation, partnership, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case the terms "Customer", "you", and "your" shall refer to that entity. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Services.

1.3.These Terms incorporate by reference any policies, guidelines, schedules, order forms, and supplementary terms referenced within them or otherwise published on the Platform, including but not limited to any Privacy Policy, Acceptable Use Policy, Fair Usage Policy, and applicable plan descriptions, each as amended from time to time. In the event of a conflict between these Terms and any incorporated document, these Terms shall prevail unless the incorporated document expressly states otherwise.

1.4.Your continued access to or use of the Services after the effective date of any revision to these Terms constitutes your acceptance of the revised Terms, as further described in Section 33.

1.5.If any provision of these Terms is determined to be unenforceable or invalid, such determination shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect, as further described in Section 34.

3.1.To be eligible to register for an Account and use the Services, the Customer must be at least eighteen (18) years of age, or the age of majority in the Customer's jurisdiction of residence, whichever is greater, and must possess the legal capacity to enter into a binding contract under the Contracts Act.

3.2.Where the Customer is a legal entity, the entity must be duly incorporated, validly existing, and in good standing under the laws of its jurisdiction of formation, and the individual accepting these Terms on its behalf must be duly authorised to do so.

3.3.The Services are not available to any person or entity barred from receiving them under the laws of Malaysia or any other applicable jurisdiction, including any person or entity subject to trade sanctions, export controls, or other restrictions.

3.4.By using the Services, the Customer represents and warrants that it satisfies all eligibility requirements set out in this Section 3 and that all information provided to Nadixia is true, accurate, current, and complete.

3.5.Nadixia reserves the right, in its sole discretion, to refuse registration to, or to suspend or terminate the Account of, any person or entity that does not meet, or ceases to meet, the eligibility requirements set out in these Terms.

4.1.In order to access and use the Services, the Customer must create an Account by providing a valid email address and such other information as Nadixia may reasonably require, and by selecting or being issued credentials for authentication.

4.2.The Customer agrees to provide true, accurate, current, and complete information during registration and to promptly update such information to keep it true, accurate, current, and complete throughout the term of the Customer's use of the Services.

4.3.The Customer is solely responsible for maintaining the confidentiality and security of its Account credentials, including any passwords, API keys, tokens, and access credentials for connected integrations, and for all activities that occur under its Account, whether or not authorised by the Customer.

4.4.The Customer agrees to notify Nadixia immediately at [email protected] upon becoming aware of any unauthorised access to or use of its Account, any breach of security, or any other suspicious activity. Nadixia shall not be liable for any loss or damage arising from the Customer's failure to comply with this Section 4.

4.5.The Customer may authorise Authorised Users to access the Account, provided that the Customer remains responsible and liable for all acts and omissions of its Authorised Users and for ensuring that its Authorised Users comply with these Terms. Any breach of these Terms by an Authorised User shall be deemed a breach by the Customer.

4.6.Nadixia may, in its sole discretion, refuse to create an Account, reclaim any Account username or identifier, or require the Customer to change any Account credential where Nadixia reasonably believes that the credential is offensive, infringing, misleading, or otherwise in breach of these Terms or applicable law.

4.7.Each Account is intended for use by a single Customer. Account sharing among multiple unrelated persons or entities is prohibited except as expressly permitted for Authorised Users within a single Customer's organisation, as described in Section 24.

7.1.Nadixia may, in its sole discretion, offer a free trial of the Services or of particular features for a limited period ("Free Trial"). The scope, duration, and eligibility criteria of any Free Trial will be as stated at the time the Free Trial is offered.

7.2.A Free Trial is intended to allow the Customer to evaluate the Services. Nadixia may limit the features, usage, or output available during a Free Trial and may require the Customer to provide a valid payment method in order to commence a Free Trial.

7.3.UNLESS THE CUSTOMER CANCELS BEFORE THE END OF THE FREE TRIAL PERIOD, THE FREE TRIAL WILL AUTOMATICALLY CONVERT INTO A PAID SUBSCRIPTION AT THE THEN-APPLICABLE SUBSCRIPTION FEES, AND NADIXIA (OR ITS PAYMENT PROCESSOR) WILL CHARGE THE CUSTOMER'S DESIGNATED PAYMENT METHOD ACCORDINGLY. It is the Customer's responsibility to cancel before the end of the Free Trial period to avoid being charged.

7.4.Nadixia may modify, suspend, or discontinue any Free Trial at any time without notice and without liability. Nadixia may determine, in its sole discretion, whether a Customer is eligible for a Free Trial and may withdraw eligibility where it reasonably suspects abuse, including the creation of multiple Accounts to obtain repeated Free Trials.

7.5.Generated Content and Reports produced during a Free Trial are subject to these Terms; however, the ownership provisions of Section 13 apply in full only in respect of content generated during an active paid Subscription, as described in that Section. Data generated during a Free Trial may be subject to the Grace Period and deletion provisions of Section 11 upon expiry of the Free Trial without conversion to a paid Subscription.

8.1.By providing a payment method, the Customer authorises Nadixia and its third-party payment processors to store the Customer's payment details and to charge the Customer's designated payment method for all Subscription Fees, applicable taxes, renewal charges, and any other amounts due under these Terms.

8.2Nadixia uses third-party payment processors to process payments

The Customer's use of such payment services may be subject to the terms and privacy policies of those processors, and the Customer agrees to comply with them. Nadixia does not store full payment card details on its own systems except as permitted by applicable payment security standards.

8.3.The Customer is responsible for maintaining valid and up-to-date payment information. If the Customer's payment method expires, is invalid, or otherwise cannot be charged, the Customer remains responsible for any uncollected amounts, and Nadixia may suspend the Services until a valid payment method is provided and outstanding amounts are settled.

8.4.Invoices and receipts will be made available to the Customer electronically through the Account or by email. The Customer is responsible for reviewing invoices and for notifying Nadixia of any billing dispute within thirty (30) days of the invoice date; failing which, the invoice will be deemed accepted, save to the extent otherwise required by applicable law.

8.5.Except as expressly provided in these Terms or as required by applicable Malaysian law, all Subscription Fees are non-cancellable once incurred and all payments are non-refundable, as further described in Section 10.

8.6.Nadixia may set off any amounts owed by the Customer against any amounts owed by Nadixia to the Customer. The Customer shall pay all amounts due under these Terms without set-off, deduction, or counterclaim except as required by law.

9.1.The Customer may cancel its Subscription at any time through the Account settings or by contacting [email protected]. Cancellation will take effect at the end of the then-current billing cycle, unless otherwise required by applicable law.

9.2.Upon cancellation, the Customer will retain access to the paid features of the Services until the end of the current billing cycle for which payment has already been made, after which the Account will enter the Grace Period described in Section 11.

9.3.Cancellation stops the automatic renewal of the Subscription and prevents further Subscription Fees from being charged for subsequent billing cycles, but does not entitle the Customer to a refund of Subscription Fees already paid for the current or prior billing cycles, except as described in Section 10 or as required by applicable Malaysian law.

9.4.Nadixia may cancel, suspend, or terminate the Customer's Subscription in accordance with Sections 6, 24, and 30, including for non-payment, breach of these Terms, or as otherwise permitted under these Terms or applicable law.

9.5.It is the Customer's responsibility to export any Customer Data, Reports, and Generated Content that it wishes to retain before the expiry of the Grace Period, as described in Section 11.

10.1General Rule

Except as expressly set out in these Terms or as required by applicable Malaysian law, all Subscription Fees and other charges are non-refundable, and the Customer is not entitled to a refund, credit, or set-off for any partial billing period, unused portion of a Subscription, unused features, or unused output allowances.

10.2No Refund for Cancellation

Cancellation of a Subscription during a billing cycle does not entitle the Customer to a refund of Subscription Fees already paid for that billing cycle. The Customer will retain access to the paid Services until the end of the paid billing cycle, after which the Account enters the Grace Period.

10.3Statutory Rights

Nothing in this Section 10 excludes, restricts, or modifies any right or remedy, or any guarantee, warranty, or other term or condition, implied or imposed by the laws of Malaysia, including the Consumer Protection Act 1999 (where applicable) and other consumer protection legislation, that cannot lawfully be excluded, restricted, or modified. Where such laws confer a right to a refund that cannot be excluded, Nadixia will provide a refund only to the extent required by those laws.

10.4Discretionary Refunds

Nadixia may, in its sole and absolute discretion and without creating any obligation or precedent, elect to grant a refund, credit, or other accommodation in individual cases. Any such accommodation shall not constitute a waiver of this Section 10.

10.5Chargebacks

If the Customer initiates a chargeback or payment dispute in respect of amounts properly due under these Terms, Nadixia reserves the right to suspend or terminate the Account and to recover the disputed amounts together with any associated fees and reasonable costs.

12.1Ownership of Customer Data

As between the Customer and Nadixia, the Customer owns and retains all right, title, and interest in and to the Customer Data, including all files, documents, text, images, credentials, and other materials that the Customer uploads or submits to the Services. Nothing in these Terms transfers ownership of Customer Data to Nadixia.

12.2Responsibility for Customer Data

The Customer is solely responsible for the Customer Data, including its accuracy, quality, legality, reliability, and appropriateness, and for ensuring that it has all rights, consents, licences, and permissions necessary to submit the Customer Data to the Services and to permit Nadixia to process it in accordance with these Terms.

12.3Licence to Process

The Customer grants Nadixia the licence set out in Section 14 to process Customer Data solely for the purpose of providing and improving the Services in accordance with these Terms.

12.4Prohibited Data

The Customer shall not submit to the Services any Customer Data that infringes the rights of any third party, that is unlawful, or that contains sensitive personal data beyond what is reasonably necessary for the Services, except where the Customer has obtained all consents required under the PDPA and other applicable law.

12.5Return and Deletion

Upon expiry of the Grace Period, Customer Data may be permanently deleted as described in Section 11. During the term of an active Subscription and during the Grace Period, the Customer may export Customer Data using the tools made available on the Platform.

12.6Aggregated and De-identified Data

Notwithstanding anything to the contrary, Nadixia may collect, use, and retain aggregated, anonymised, and de-identified data derived from the operation of the Services, provided that such data does not identify the Customer, any Authorised User, or any individual, and does not include Customer Data or Generated Content in identifiable form. Such aggregated and de-identified data may be used by Nadixia for any lawful business purpose, including improving and operating the Services, subject to Section 20.

14.1Grant

The Customer hereby grants to Nadixia a limited, worldwide, non-exclusive, royalty-free licence to host, store, copy, transmit, process, analyse, index, display, crawl, and generate outputs from the Customer Data and connected Website content, solely to the extent necessary to provide, maintain, secure, and support the Services to the Customer in accordance with these Terms.

14.2Purpose Limitation

The licence granted in Section 14.1 is granted solely for the purpose of providing the Services to the Customer. Nadixia shall not use the Customer Data or Customer Generated Content for any purpose beyond providing the Services except as expressly permitted by these Terms, and subject in all respects to Section 20 in relation to AI training.

14.3Duration

The licence granted in Section 14.1 continues for so long as the Customer Data remains on the Platform and terminates automatically with respect to particular Customer Data when that Customer Data is permanently deleted, including upon the expiry of the Grace Period as described in Section 11, save to the extent that continued limited retention is required to comply with applicable law or to enforce these Terms.

14.4Sub-Processors

The Customer acknowledges that Nadixia may engage sub-processors and Third-Party Services to assist in providing the Services, and grants Nadixia the right to sub-license the licence in Section 14.1 to such sub-processors solely to the extent necessary for them to perform services on Nadixia's behalf, subject to appropriate confidentiality and data protection obligations.

15.1Authorisation

By connecting or submitting a Website to the Services, the Customer authorises and instructs Nadixia to access, crawl, index, scan, and analyse that Website and its associated pages, resources, metadata, and structured data for the purpose of providing the Services, including Technical SEO Audits, Website Health Monitoring, Performance Monitoring, Competitor Analysis (in respect of publicly accessible competitor websites), and SEO Automation.

15.2Customer Warranty

The Customer represents and warrants that it owns, controls, or is otherwise duly authorised to submit each Website that it connects to the Services, and that its authorisation of crawling under this Section 15 does not violate any law, contract, or third-party right, including the terms of service or robots exclusion protocols of any website that is not owned or controlled by the Customer.

15.3Crawling Behaviour

Nadixia will use commercially reasonable efforts to conduct crawling in a manner that respects standard web conventions. However, the Customer acknowledges that crawling consumes server resources and that the Customer is responsible for ensuring that its own hosting arrangements can accommodate crawling initiated on its behalf. Nadixia is not liable for any impact on the Customer's Website performance, hosting costs, or availability resulting from crawling authorised by the Customer.

15.4Third-Party Websites

Where the Services analyse third-party websites (for example, for Competitor Analysis), such analysis is limited to publicly accessible information. The Customer shall not use the Services to crawl or analyse any website in violation of that website's terms or applicable law.

15.5Suspension of Crawling

Nadixia may suspend or limit crawling of any Website where it reasonably believes that continued crawling would be unlawful, would breach these Terms, or would adversely affect the stability, security, or performance of the Platform or any third-party system.

16.1No Guarantee of Results

The Customer acknowledges and agrees that search engine optimisation and AI visibility are influenced by numerous factors beyond Nadixia's control, including the algorithms, policies, and practices of search engines, AI systems, and other third parties, which change frequently and without notice. NADIXIA DOES NOT GUARANTEE ANY PARTICULAR RESULT, INCLUDING ANY IMPROVEMENT IN SEARCH ENGINE RANKINGS, AI SEARCH VISIBILITY, INCLUSION IN GOOGLE AI OVERVIEWS OR OTHER AI-GENERATED RESULTS, TRAFFIC, LEADS, CONVERSIONS, IMPRESSIONS, OR REVENUE.

16.2Estimates and Informational Nature

All Reports, scores, metrics, rankings, forecasts, and analytics provided through the Services are estimates and approximations produced using available data, models, and methodologies, and may not reflect actual or future performance. Recommendations provided by the Services are informational only and do not constitute professional, legal, financial, or business advice.

16.3Customer Decisions

The Customer is solely responsible for its own business, marketing, and content decisions, and for evaluating the suitability of any recommendation before acting on it. The Customer's reliance on any Report, metric, or recommendation is at the Customer's sole risk.

16.4Third-Party Data

Reports may incorporate data obtained from Third-Party Services, and the accuracy, completeness, and availability of such data are outside Nadixia's control. Nadixia is not responsible for inaccuracies or omissions in data provided by third parties.

16.5No Warranty

To the maximum extent permitted by applicable law, the Services, Reports, and recommendations are provided "as is" and "as available", without warranties of any kind, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, accuracy, or non-infringement, except to the extent that such warranties cannot be excluded under applicable Malaysian law.

17.1Nature of AI Output

The AI Services use generative and analytical artificial intelligence models, which may produce outputs that are inaccurate, incomplete, outdated, misleading, biased, or otherwise unsuitable, and which may not reflect current facts, law, or best practice. AI-generated outputs are probabilistic in nature and may contain errors, including fabricated or "hallucinated" information.

17.2Customer Review Obligation

THE CUSTOMER MUST REVIEW, VERIFY, AND, WHERE NECESSARY, EDIT ALL AI-GENERATED OUTPUTS BEFORE RELYING UPON, PUBLISHING, DISTRIBUTING, OR OTHERWISE USING THEM. The Customer must not publish or rely on AI-generated outputs without appropriate human review appropriate to the intended use.

17.3Customer Responsibility for Published Content

THE CUSTOMER IS SOLELY RESPONSIBLE FOR ALL CONTENT THAT IT PUBLISHES OR USES, INCLUDING CONTENT DERIVED FROM AI-GENERATED OUTPUTS, AND FOR ENSURING THAT SUCH CONTENT IS ACCURATE, LAWFUL, NON-INFRINGING, AND APPROPRIATE FOR ITS INTENDED PURPOSE AND AUDIENCE. Nadixia is not responsible for any consequences arising from the Customer's use or publication of AI-generated outputs.

17.4No Professional Advice

AI-generated outputs do not constitute professional advice of any kind. Where the Customer requires professional advice, it should consult an appropriately qualified professional.

17.5No Warranty of AI Output

To the maximum extent permitted by applicable law, Nadixia makes no warranty regarding the accuracy, reliability, completeness, originality, or fitness for purpose of any AI-generated output, and disclaims all liability arising from the Customer's use of such outputs, except to the extent such liability cannot be excluded under applicable Malaysian law.

19.1Compliance with PDPA

Nadixia processes personal data in accordance with the Personal Data Protection Act 2010 of Malaysia and any applicable subsidiary legislation. Where Nadixia processes personal data on behalf of the Customer as a data processor, and where the Customer determines the purposes and means of such processing as a data user, the Customer is responsible for ensuring that it has a lawful basis for the processing and has obtained all necessary consents from the relevant data subjects.

19.2Privacy Policy

Nadixia's collection, use, and disclosure of personal data in connection with the Services is described in Nadixia's Privacy Policy, which is incorporated into these Terms by reference. By using the Services, the Customer acknowledges the Privacy Policy.

19.3Customer Obligations

The Customer warrants that, in respect of any personal data contained in Customer Data, it has provided all required notices, obtained all required consents, and otherwise complied with its obligations under the PDPA and other applicable data protection laws, so as to enable Nadixia to process such personal data in accordance with these Terms.

19.4Data Subject Rights

Nadixia will provide reasonable assistance to the Customer in responding to requests from data subjects to exercise their rights under the PDPA, to the extent required by applicable law and taking into account the nature of the processing and the information available to Nadixia.

19.5Data Security Measures

Nadixia will implement and maintain reasonable technical and organisational measures designed to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction, or damage, as further described in Section 21.

19.6International Transfers

The Customer acknowledges that the provision of the Services may involve the transfer, storage, and processing of data in jurisdictions outside Malaysia, including through Third-Party Services. Nadixia will take reasonable steps to ensure that such transfers are conducted in accordance with applicable law.

19.7Data Breach Notification

In the event of a personal data breach affecting the Customer's personal data, Nadixia will notify the Customer without undue delay after becoming aware of the breach and will provide such information as is reasonably available to enable the Customer to comply with any applicable notification obligations.

20.1No Training Without Consent

NADIXIA WILL NOT USE CUSTOMER DATA OR CUSTOMER GENERATED CONTENT TO TRAIN, FINE-TUNE, OR OTHERWISE DEVELOP NADIXIA'S PROPRIETARY ARTIFICIAL INTELLIGENCE MODELS WITHOUT THE CUSTOMER'S EXPLICIT PRIOR CONSENT.

20.2Scope

The restriction in Section 20.1 applies to the training and development of Nadixia's own proprietary models. It does not restrict Nadixia from processing Customer Data and Customer Generated Content as necessary to provide the Services in real time, including transmitting inputs to Third-Party Services (such as third-party AI providers) for the purpose of generating outputs requested by the Customer, subject to the terms of those Third-Party Services.

20.3Third-Party AI Providers

The Customer acknowledges that the AI Services may rely on Third-Party Services, and that those third parties process inputs in accordance with their own terms. Nadixia will use commercially reasonable efforts to select Third-Party Services and configurations that do not use Customer inputs to train the third party's models, where such options are reasonably available; however, Nadixia does not control and is not responsible for the data practices of Third-Party Services, which are governed by their own terms as described in Section 18.

20.4Aggregated and De-identified Data

Nothing in this Section 20 restricts Nadixia's use of aggregated, anonymised, or de-identified data as described in Section 12.6, provided that such data does not identify the Customer, any Authorised User, or any individual and does not reproduce Customer Data or Customer Generated Content in identifiable form.

20.5Withdrawal of Consent

Where the Customer has provided consent for the use of its data to train Nadixia's proprietary models, the Customer may withdraw such consent prospectively at any time by notice to Nadixia, and Nadixia will cease using the Customer's data for such purposes from a reasonable time after receipt of the withdrawal; provided that withdrawal does not affect any processing already carried out or any models already trained prior to withdrawal.

21.1Security Measures

Nadixia will implement and maintain commercially reasonable technical, administrative, and physical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data and to protect against unauthorised access to, or unauthorised alteration, disclosure, or destruction of, Customer Data.

21.2Encryption and Access Controls

Nadixia's security measures may include, as appropriate, encryption of data in transit and at rest, access controls, authentication mechanisms, logging and monitoring, and regular review of its security practices.

21.3Customer Security Obligations

The Customer is responsible for maintaining the security of its own systems, credentials, and connected integrations, including protecting its Account credentials and API keys, promptly revoking access for departed Authorised Users, and configuring its own systems securely. Nadixia is not responsible for security incidents arising from the Customer's failure to maintain the security of its own systems or credentials.

21.4No Absolute Security

The Customer acknowledges that no method of transmission over the internet or method of electronic storage is completely secure, and that, notwithstanding Nadixia's security measures, Nadixia cannot guarantee absolute security. To the maximum extent permitted by applicable law, Nadixia does not warrant that the Services will be free from unauthorised access or security incidents.

21.5Incident Response

Nadixia maintains procedures designed to detect and respond to security incidents and will take reasonable steps to remediate confirmed security incidents affecting Customer Data, and will notify the Customer as described in Section 19.7 where required.

22.1Definition

"Confidential Information" means all non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally, in writing, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Nadixia's Confidential Information includes the Nadixia Technology and any non-public information about the Platform. The Customer's Confidential Information includes the Customer Data.

22.2Obligations

The Receiving Party shall: (a) use the Disclosing Party's Confidential Information solely for the purpose of performing its obligations or exercising its rights under these Terms; (b) not disclose the Confidential Information to any third party except to its personnel, advisers, and sub-processors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Section 22; and (c) protect the Confidential Information using at least the same degree of care that it uses to protect its own confidential information of a similar nature, and in no event less than a reasonable degree of care.

22.3Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available other than through breach of these Terms; (b) was lawfully known to the Receiving Party without restriction before disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

22.4Compelled Disclosure

The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or valid legal process, provided that, where legally permitted, it gives the Disclosing Party reasonable prior notice to enable the Disclosing Party to seek a protective order or other appropriate remedy.

22.5Survival

The obligations in this Section 22 survive termination or expiry of these Terms for so long as the relevant information remains Confidential Information.

23.1Nadixia Ownership

Nadixia and its licensors own and retain all right, title, and interest, including all intellectual property rights, in and to the Services, the Platform, and the Nadixia Technology, including all software, source code, object code, algorithms, models, methodologies, templates, designs, user interfaces, documentation, trademarks, service marks, trade names, logos, and brand elements, and all improvements, enhancements, and derivative works thereof.

23.2Limited Licence to Customer

Subject to the Customer's compliance with these Terms and payment of all applicable Subscription Fees, Nadixia grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Services during the term of the Subscription solely for the Customer's internal business purposes and in accordance with these Terms.

23.3Restrictions

Except as expressly permitted by these Terms or by applicable law that cannot be excluded, the Customer shall not, and shall not permit any third party to: (a) copy, modify, adapt, translate, or create derivative works of the Services or Nadixia Technology; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or underlying methods of the Services, except to the extent expressly permitted by applicable law; (c) rent, lease, lend, sell, sublicense, distribute, or otherwise make the Services available to any third party except as expressly permitted; (d) remove, obscure, or alter any proprietary notices; or (e) use the Services to build, train, or develop a competing product or service.

23.4Feedback

If the Customer provides Nadixia with any suggestions, ideas, enhancement requests, feedback, or recommendations regarding the Services ("Feedback"), Nadixia may use and incorporate such Feedback without restriction and without any obligation to the Customer, and the Customer grants Nadixia a perpetual, irrevocable, worldwide, royalty-free licence to use such Feedback for any purpose.

23.5Customer Content

As between the parties, the Customer retains ownership of Customer Data and Customer Generated Content as described in Sections 12 and 13. Nothing in this Section 23 affects that ownership.

23.6Reservation of Rights

All rights not expressly granted to the Customer under these Terms are reserved by Nadixia and its licensors.

25.1Reasonable Use

The Services, including AI generation, crawling, reporting, and API usage, are provided subject to fair and reasonable use. Where a plan is described as offering unlimited or high-volume usage, such usage is subject to this Fair Usage Policy and to any usage limits, quotas, or rate limits published on the Platform or in the applicable plan description.

25.2Excessive Use

The Customer shall not use the Services in a manner that is excessive, abusive, or disproportionate relative to typical usage for the Customer's plan, or that imposes an unreasonable or disproportionate burden on the Platform or on Third-Party Services, or that adversely affects the availability or performance of the Services for other customers.

25.3Remedies

Where Nadixia reasonably determines that the Customer's usage is excessive, abusive, or inconsistent with this Fair Usage Policy, Nadixia may, on reasonable notice where practicable, take proportionate action, including throttling or rate-limiting usage, requiring the Customer to upgrade to a more suitable plan, applying additional charges for excess usage, or suspending or limiting particular features.

25.4Usage Limits

Certain features, including AI generation, crawling frequency, keyword volumes, report generation, and API calls, may be subject to defined limits per billing cycle. Such limits are described on the Platform or in the applicable plan description and may be varied by Nadixia in accordance with these Terms.

26.1Provision of Beta Features

Nadixia may, from time to time, make Beta Features available to the Customer. Beta Features are provided for evaluation purposes, are not generally available, and may be subject to additional terms notified at the time of access.

26.2."As Is" Basis. BETA FEATURES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, AND MAY BE INCOMPLETE, UNSTABLE, OR SUBJECT TO ERRORS. The Customer uses Beta Features at its own risk. Nadixia does not warrant that Beta Features will function as intended, will be continued, or will become generally available.

26.3Modification and Withdrawal

Nadixia may modify, suspend, or discontinue any Beta Feature at any time, in whole or in part, without notice and without liability. Nadixia may impose additional usage limits on Beta Features.

26.4Feedback

The Customer may be invited to provide feedback on Beta Features, which shall be treated as Feedback under Section 23.4.

26.5Exclusion of Liability

To the maximum extent permitted by applicable law, Nadixia shall have no liability arising out of or in connection with any Beta Feature, and the limitations of liability in Section 28 apply in full to Beta Features.

27.1No Uptime Guarantee

Except as expressly provided in a separate written service level agreement executed between the parties, Nadixia does not guarantee that the Services will be available at any particular time or on an uninterrupted, timely, secure, or error-free basis. The Services are provided on an "as available" basis.

27.2Scheduled Maintenance

Nadixia may perform scheduled maintenance from time to time, during which the Services or certain features may be temporarily unavailable. Nadixia will use commercially reasonable efforts to conduct scheduled maintenance in a manner that minimises disruption and, where practicable, to provide advance notice of significant scheduled maintenance.

27.3Emergency Maintenance

Nadixia may perform emergency maintenance without prior notice where necessary to address security, stability, or integrity issues. Nadixia shall not be liable for any unavailability of the Services resulting from emergency maintenance.

27.4Factors Affecting Availability

The Customer acknowledges that the availability and performance of the Services depend on factors outside Nadixia's control, including the availability and performance of Third-Party Services, the internet, and the Customer's own systems, and that Nadixia is not responsible for unavailability arising from such factors.

27.5Suspension

Nadixia may suspend access to the Services, in whole or in part, where reasonably necessary to protect the security, integrity, or availability of the Platform, to comply with law, or as otherwise permitted under these Terms.

28.1Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA, LOSS OF SEARCH ENGINE RANKINGS OR AI VISIBILITY, LOSS OF TRAFFIC, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

28.2Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NADIXIA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES ACTUALLY PAID BY THE CUSTOMER TO NADIXIA FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

28.3Basis of the Bargain

The Customer acknowledges that the limitations and exclusions of liability in this Section 28 are a fundamental basis of the bargain between the parties, that the Subscription Fees reflect the allocation of risk set out in these Terms, and that Nadixia would not be able to provide the Services on the same commercial terms without these limitations.

28.4Exceptions

Nothing in these Terms excludes or limits either party's liability to the extent that such liability cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded. The Customer's obligation to pay Subscription Fees and the Customer's indemnification obligations under Section 29 are not subject to the cap in Section 28.2.

28.5Application

The limitations and exclusions in this Section 28 apply to the maximum extent permitted by applicable law, notwithstanding any failure of essential purpose of any limited remedy, and apply in the aggregate to Nadixia, its affiliates, and their respective directors, officers, employees, agents, and licensors.

29.1Customer Indemnity

The Customer shall defend, indemnify, and hold harmless Nadixia, its affiliates, and their respective directors, officers, employees, agents, and licensors (the "Indemnified Parties") from and against any and all claims, demands, actions, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) the Customer Data, including any claim that the Customer Data infringes or misappropriates the intellectual property or other rights of any third party or violates any law; (b) the Customer's use of the Services, including any Generated Content that the Customer publishes, distributes, or otherwise uses; (c) the Customer's breach of these Terms or of any representation, warranty, or covenant herein; (d) the Customer's violation of any applicable law or the rights of any third party; (e) the Customer's authorisation of Website Crawling in breach of Section 15; or (f) any act or omission of the Customer's Authorised Users.

29.2Procedure

Nadixia shall: (a) promptly notify the Customer in writing of any claim for which it seeks indemnification (provided that failure to give prompt notice shall not relieve the Customer of its obligations except to the extent the Customer is materially prejudiced); (b) grant the Customer sole control of the defence and settlement of the claim (provided that the Customer shall not settle any claim in a manner that imposes any obligation or admission on any Indemnified Party without that party's prior written consent); and (c) provide reasonable cooperation to the Customer, at the Customer's expense.

29.3Settlement

Nadixia may participate in the defence of any claim with counsel of its own choosing at its own expense.

30.1Termination by Customer

The Customer may terminate its Subscription by cancelling in accordance with Section 9. Termination does not entitle the Customer to a refund except as provided in Section 10 or as required by applicable law.

30.2Termination by Nadixia for Cause

Nadixia may suspend or terminate the Customer's Account and access to the Services, in whole or in part, with immediate effect and without liability, where: (a) the Customer materially breaches these Terms and, where the breach is capable of remedy, fails to remedy the breach within fourteen (14) days after written notice; (b) the Customer fails to pay Subscription Fees when due and fails to remedy the non-payment within the applicable period; (c) the Customer breaches Section 24 (Acceptable Use); (d) the Customer becomes insolvent, enters into liquidation or administration, makes an assignment for the benefit of creditors, or is subject to similar proceedings; or (e) Nadixia is required to do so by law or by a Third-Party Service on which the Services depend.

30.3Termination for Convenience

Nadixia may terminate or discontinue the Services, in whole or in part, for convenience upon reasonable prior notice to the Customer. Where Nadixia terminates for convenience (other than for cause), Nadixia will, as the Customer's sole remedy, refund any prepaid Subscription Fees for the period after the effective date of termination on a pro rata basis.

30.4Effect of Termination

Upon termination or expiry of the Subscription: (a) the Customer's right to access and use the Services ceases, subject to the Grace Period in Section 11; (b) the Account enters the Grace Period as described in Section 11, except where termination is for cause under Section 30.2(c) relating to serious breach of Section 24, in which case Nadixia may, acting reasonably, shorten or dispense with the Grace Period and may suspend access immediately; (c) all outstanding amounts become immediately due and payable; and (d) each party shall, on request, return or destroy the other party's Confidential Information, subject to legal retention requirements.

30.5Data After Termination

Following termination or expiry, Customer Data, Reports, and Generated Content are handled in accordance with Section 11, including the Grace Period and subsequent permanent deletion.

30.6Survival

Termination or expiry of these Terms shall not affect any rights, remedies, obligations, or liabilities that have accrued up to the date of termination or expiry, and the provisions identified in Section 31 shall survive.

31.1.The following provisions, and any other provision that by its nature is intended to survive, shall survive the termination or expiry of these Terms: Section 12 (Customer Data) and Section 13 (Ownership of Generated Content) to the extent applicable; Section 23 (Intellectual Property); Section 22 (Confidentiality); Section 28 (Limitation of Liability); Section 29 (Indemnification); any provision relating to outstanding payments and accrued amounts due; Section 34 (including governing law, dispute resolution, and general provisions); and this Section 31.

31.2.The survival of these provisions is without prejudice to any other provision of these Terms that expressly or by implication is intended to continue in force after termination or expiry.

32.1.Nadixia continuously develops and improves the Services and may, from time to time, add, modify, enhance, or remove features, functionality, integrations, or content, and may change the technology, methodologies, or Third-Party Services underlying the Services.

32.2.Nadixia will use commercially reasonable efforts to avoid materially degrading the core functionality of the Services during a paid Subscription term. Where Nadixia makes a change that materially and adversely affects the core functionality of the Services for which the Customer has paid, and the Customer objects to the change, the Customer's sole and exclusive remedy is to terminate the affected Subscription and receive a pro rata refund of prepaid Subscription Fees for the unused period, subject to Section 10 and applicable law.

32.3.Nadixia is not liable for any modification, suspension, or discontinuation of any feature or of the Services, except as expressly provided in these Terms.

32.4.Certain changes may result from changes to Third-Party Services outside Nadixia's control, as described in Section 18, and Nadixia shall not be liable for changes to the Services necessitated by such Third-Party changes.

33.1.Nadixia may amend these Terms from time to time to reflect changes in the Services, the law, or Nadixia's business practices. When Nadixia makes material changes, it will provide reasonable notice, which may be given by posting the updated Terms on the Platform, by email, or by in-Platform notification, and will update the "Last Updated" date at the top of these Terms.

33.2.The updated Terms will take effect on the date stated in the notice or, where no date is stated, upon posting. The Customer's continued access to or use of the Services after the effective date of the updated Terms constitutes acceptance of the updated Terms.

33.3.If the Customer does not agree to the updated Terms, the Customer must stop using the Services and may cancel its Subscription in accordance with Section 9 before the updated Terms take effect. Where a change materially and adversely affects the Customer and the Customer objects, the Customer's remedy is as set out in this Section 33 and, where applicable, Section 32.2.

33.4.Except as expressly provided in this Section 33, no amendment to these Terms is binding unless made in accordance with this Section or otherwise agreed in writing by the parties.