Terms & Conditions

Preamble

This KeywordGraph Subscription Terms of Service (“Agreement”) is entered into by and between the Ways Ltd entity providing the KeywordGraph services (“KeywordGraph”, “we”, “us”) and the entity or person placing an order for or accessing any Services (“Customer” or “you”). The Agreement governs subscription purchases and service delivery through Order Forms and establishes the foundational terms for initial and future purchases.

1. Definitions

• Contractor — an independent consultant not competing with KeywordGraph.
• Customer Data — any data submitted to the Services, including uploaded content and user-provided information.
• Customer Properties — Customer’s websites or apps where the Services operate.
• Dashboard — the user interface for accessing and administering the Services.
• Sensitive Personal Information — PCI DSS payment data, HIPAA health information, or EU GDPR “special category” personal data.
• Services — the proprietary SaaS solution comprising the Dashboard, APIs, Code, and Apps offered by KeywordGraph.
• Third-Party Platform — non-KeywordGraph software integrated with the Services.
• People — Customer’s end users, potential customers, and website visitors.

2. KeywordGraph Services

2.1 Services Overview

KeywordGraph is a suite of SEO keyword research, text network analysis, and content gap analysis tools used for keyword discovery, topic modeling, semantic SEO, and AI search optimization. The platform enables customers to analyze keyword and SERP data, build topic graphs, study content gaps, generate publishing plans, and produce passage briefs for LLMO and topical authority work.

2.2 Provision of Services

Services are subscription-based for designated terms. Professional Services may also be available subject to specific Order Forms.

2.3 Access to Services

• Use is restricted to Permitted Users.
• API keys and passwords must remain confidential.
• User IDs may not be shared among multiple people.
• Customer must immediately revoke access for former employees or contractors.
• Customer is responsible for the actions taken under its account.

2.4 KeywordGraph Apps

KeywordGraph grants Customer a limited, non-transferable, non-sublicensable, non-exclusive license during any applicable Subscription Term to use the object code form of the KeywordGraph Apps internally, solely to support Customer’s authorized use of the Services per the Documentation.

2.5 Deployment of KeywordGraph Code

KeywordGraph grants Customer a limited, non-transferable, non-sublicensable, non-exclusive license during any applicable Subscription Term to copy the KeywordGraph Code on Customer Properties solely to support Customer’s use of the Service. KeywordGraph bears no responsibility for Service failures caused by Customer modifications to Properties.

2.7 General Restrictions

Customer may not:

• Rent, lease, or sublicense the Services to third parties;
• Incorporate the Services into products or services for third-party use;
• Reverse engineer, decompile, or access non-public APIs (except as permitted by law with notice);
• Copy, modify the Services, or create derivative works;
• Remove KeywordGraph proprietary notices or designations from the Services or reports.

2.8 KeywordGraph APIs

KeywordGraph reserves the right to limit API access, monitor usage, and restrict calls if breaches occur or negative impacts are detected.

2.9 Trial Subscriptions

If Customer receives free access or a trial or evaluation subscription to the Service (a “Trial Subscription”), Customer may use the Services for a period of fourteen (14) days or such other period granted by KeywordGraph. Trial use is solely for purchase evaluation. Trial Subscriptions may lack full functionality. Termination occurs automatically at period end unless a paid subscription begins. KeywordGraph will have no warranty, indemnity, support, or other obligations with respect to Trial Subscriptions.

3. Customer Data

3.1 Rights in Customer Data

Customer retains all intellectual property rights in Customer Data. KeywordGraph receives a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of, and display the Customer Data solely to the extent necessary to provide the Services to Customer.

3.2 Storage of Customer Data

KeywordGraph does not provide an archiving service. KeywordGraph will not intentionally delete Customer Data from any Service prior to termination of the applicable Subscription Term. KeywordGraph expressly disclaims all other obligations with respect to storage and integrity.

3.3 Customer Obligations

(a) General. Customer is solely responsible for the accuracy, content, and legality of Customer Data. Customer represents that it has all necessary rights, consents, and permissions to collect, share, and use the Customer Data and that no Customer Data will violate or infringe (i) any third-party intellectual property, publicity, privacy, or other rights, (ii) any Laws, or (iii) any terms of service.

(b) No Sensitive Personal Information. Customer specifically agrees not to use the Services to collect, store, process, or transmit any Sensitive Personal Information. KeywordGraph is not a Business Associate or subcontractor under HIPAA, and the Services are neither HIPAA nor PCI DSS compliant. KeywordGraph will have no liability for Sensitive Personal Information.

(c) Compliance with Laws. Customer must comply with all applicable Laws in its use of the Services and must not upload any illegal information or any information obtained illegally. Unsolicited advertising, marketing, spam activities, and anti-spam law violations are prohibited.

(d) Disclosures on Customer Properties. KeywordGraph Code causes a unique cookie ID to be associated with each Person who accesses Customer Properties. Customer Properties must include a privacy policy that discloses the use of third-party tracking technology.

(e) Copyright. Customer must clear all rights necessary for any copyright issues that arise from uploading or sharing any content to KeywordGraph. Any responsibility for copyright issues lies solely with Customer.

(f) Personal / Commercial Use. Customer agrees to use the lowest pricing tier (Basic subscription) for personal or academic purposes only. Commercial use is permitted on the Advanced or Premium subscriptions.

(g) Fair Service Use. Customer agrees to use the Service in a fair way, without breaching its security or overloading the server capacity, not to use KeywordGraph for unlawful activity, and to pay for the service once the subscription is activated. Avoid tactics such as opening multiple trial accounts to avoid payment. Breach or overload triggers KeywordGraph’s right to terminate this Agreement without notice and to prevent access to the service.

3.4 Indemnification by Customer

Customer will indemnify, defend, and hold harmless KeywordGraph from any claims, costs, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising from any Customer Data or breach (or alleged breach) by Customer of Section 3.3.

3.5 Aggregated Anonymous Data

Customer agrees that KeywordGraph may obtain and aggregate technical data about Customer’s use of the Services that is non-personally identifiable, and KeywordGraph may use such Aggregated Anonymous Data to analyze, improve, support, and operate the Services or otherwise for any business purpose, including to generate industry benchmarks or best-practice guidance. KeywordGraph will not identify Customer as the source.

4. Security

KeywordGraph uses commercially reasonable technical and organizational measures to prevent unauthorized access, use, alteration, or disclosure of any Service or Customer Data. KeywordGraph has no liability for errors in transmission, loss of data, unauthorized third-party access, or other causes beyond its control.

5. Third-Party Platforms

Services may integrate Third-Party Platforms. Customer remains responsible for complying with the relevant Third-Party Platform terms and for maintaining good standing on those platforms. KeywordGraph has no responsibility for any Third-Party Platform and may disable integrations at any time without notice.

6. Ownership

6.1 KeywordGraph Technology

This is a subscription agreement for access to and use of the Services; no ownership rights are conveyed to Customer. KeywordGraph and its suppliers retain all right, title, and interest in the Services and all Documentation, including derivative works, modifications, or improvements, collectively “KeywordGraph Technology”.

6.2 Feedback

KeywordGraph may freely use or exploit any Feedback provided by Customer in connection with any of its products or services.

7. Subscription Term, Refunds, Fees & Payment

7.1 Subscription Term, Cancellations, Renewals

Unless otherwise specified on the applicable Order Form, each Subscription Term will automatically renew every month or for additional twelve-month periods unless either party gives the other written notice of termination at least fourteen (14) days prior to expiration. Customer may cancel via the self-serve Subscriptions Portal with shorter notice periods up to renewal.

7.2 Refunds and Money-Back Guarantee

Due to the nature of the digital service provided, KeywordGraph does not provide refunds unless requested within the initial 14-day trial period (per the KeywordGraph money-back guarantee).

7.3 Trial

KeywordGraph offers a 14-day free trial after opening an account. After the trial, the subscription is activated. Each customer or organization is allowed only one trial. Abuse of the trial system (such as opening multiple trial accounts) triggers KeywordGraph’s right to immediately terminate access and ban the customer from future use of the service.

7.4 Fees and Payment

All fees are as set forth on the applicable Order Form and will be paid by Customer within thirty (30) days of invoice unless (a) Customer is paying via Credit Card or PayPal, or (b) otherwise specified in the Order Form. All fees are non-refundable except as set forth in the Limited Warranty and Indemnification sections. Subscription rates are valid for the initial one-month (monthly subscriptions) or twelve-month (annual subscriptions) period and may be subject to automatic adjustment thereafter. Customer pays all Taxes. Late payments are subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less.

7.5 Payment via Credit Card or PayPal

Recurring Billing Authorization. By providing Credit Card information and agreeing to purchase any Services, Customer authorizes KeywordGraph (or its designee) to automatically charge Customer’s Credit Card or PayPal account on the same date of each calendar month (or the closest prior date if there are fewer days in a particular month).

Invalid Payment. If a payment is not successfully settled due to expiration, insufficient funds, or otherwise, Customer remains responsible for any amounts not remitted to KeywordGraph. KeywordGraph may in its sole discretion invoice Customer directly, continue billing the Credit Card once updated, or terminate this Agreement.

Payment Processor. KeywordGraph uses Stripe via Chargebee to process recurring payments. Your statement may say KeywordGraph, Nodus Labs, or Ways Ltd, depending on the subscription type. Payments are processed by Ways Ltd (Company number 05039341), Carrwood Park, Selby Road, Leeds, West Yorkshire LS15 4LG, United Kingdom.

7.6 Suspension of Service

If Customer’s account is thirty (30) days or more overdue, or if the Subscription is cancelled, KeywordGraph reserves the right to suspend access until amounts are paid in full. KeywordGraph reserves the right to erase customer data thirty (30) days after suspension (sixty (60) days after the missed payment). Before deletion KeywordGraph will contact Customer at the details provided during sign-up.

8. Term and Termination

8.1 Term

The Agreement runs from the Effective Date through all Subscription Term expirations or terminations.

8.2 Termination for Cause

Either party may terminate if the other party (a) fails to cure any material breach within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy or comparable proceeding.

8.3 Effect of Termination

Upon termination, Customer will immediately cease use of the Services and delete copies of the Documentation, passwords, and any KeywordGraph Confidential Information. Provided the Agreement was not terminated for Customer’s breach, Customer may retain previously exported reports. Customer acknowledges that following termination it will have no further access to Customer Data.

8.4 Survival

Sections that survive termination: 2.7 (General Restrictions), 2.9 (Trial Subscriptions), 3.2 (Storage of Customer Data), 3.4 (Indemnification by Customer), 3.5 (Aggregated Anonymous Data), 6 (Ownership), 7.2 (Refunds), 7.4–7.5 (Fees and Payment), 8 (Term and Termination), 9.2 (Warranty Disclaimer), 13 (Limitation of Remedies and Damages), 14 (Indemnification), 15 (Confidential Information), and 17 (General Terms).

9. Limited Warranty

9.1 Limited Warranty

KeywordGraph warrants that each Service will operate in substantial conformity with the applicable Documentation. KeywordGraph’s sole liability for any breach of this warranty will be, at no charge to Customer, to use commercially reasonable efforts to correct the reported non-conformity, or, if such remedy is impracticable, either party may terminate the applicable Subscription Term. Warranty exclusions include unauthorized modifications, third-party hardware or services, and use on a no-charge or trial basis.

9.2 Warranty Disclaimer

Except for the limited warranty in Section 9.1, all services and professional services are provided “as is”. Neither KeywordGraph nor its suppliers makes any other warranties, express or implied, statutory or otherwise, including but not limited to warranties of merchantability, title, fitness for a particular purpose, or non-infringement. KeywordGraph does not warrant that Customer’s use of the Services will be uninterrupted or error-free.

10. Availability and Service Credits

The Services are available subject to KeywordGraph’s Service Level Agreement (SLA). In case of downtime KeywordGraph does not provide credits to the customer and cannot accept any liability for business lost as a result of the downtime. However, KeywordGraph will do everything it reasonably can to help resolve issues.

11. Support

During the Subscription Term, KeywordGraph will provide end-user support in accordance with its Support Policy. Response times depend on the account type; in general, we attempt to take a thorough look into every request and may take up to 48 hours to respond. Some requests require longer review. Support is provided by Nodus Labs (Ways Ltd); contact details may be passed to Nodus Labs operators for handling.

12. Professional Services

Professional consulting services are provided per the applicable Order Form and Statement of Work (SOW). Fees are per-hour at the rates set forth in the Order Form unless on a fixed-fee basis. Customer reimburses reasonable travel and lodging expenses as incurred. KeywordGraph retains all right, title, and interest in any work product, code, or deliverables produced.

13. Limitation of Remedies and Damages

13.1 Consequential Damages Waiver

Except for excluded claims, neither party (nor its suppliers) shall have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business, or any indirect, special, incidental, reliance, or consequential damages of any kind, even if informed of the possibility of such damages in advance.

13.2 Liability Cap

KeywordGraph’s and its suppliers’ entire total liability to Customer arising out of or related to this Agreement shall not exceed the monthly subscription amount (totaling €12, €32, or €66 depending on the account) paid by the Customer.

13.3 Excluded Claims

“Excluded Claims” include claims (a) from Customer’s breach of Section 2.7; (b) under Sections 3.3 or 3.4; or (c) from a party’s breach of its obligations in Section 15 (Confidential Information).

14. Indemnification

KeywordGraph may, at its discretion, defend Customer against any claim by a third party alleging that a Service, when used as authorized under this Agreement, infringes a UK or EU patent, copyright, or trademark, and will indemnify Customer for damages and costs finally awarded against Customer or agreed in settlement by KeywordGraph. The indemnification is subject to prompt written notice, exclusive control of the investigation/defense, and reasonable cooperation. The indemnification does not apply to use of modified Services, unauthorized use, claims arising from Customer Data, or claims caused by features common to similar products.

15. Confidential Information

Each party agrees that all code, inventions, know-how, business, technical, and financial information it obtains from the other constitutes confidential property. The Receiving Party will not disclose Confidential Information to third parties and will not use it for purposes other than fulfilling its obligations under this Agreement. Confidentiality obligations do not apply to information that was previously known, became public through no fault of the Receiving Party, was lawfully obtained from a third party, or was independently developed.

17. General Terms

17.1 Assignment

Neither party may assign this Agreement without the advance written consent of the other, except in connection with a merger, reorganization, acquisition, or transfer of substantially all assets or voting securities.

17.2 Severability

If any provision of this Agreement is found unenforceable, it will be limited to the minimum extent necessary so that the rest of the Agreement remains in effect.

17.3 Governing Law & Dispute Resolution

(a) Direct Dispute Resolution. The complaining party shall provide written notice (“Initial Notice of Dispute”) to the other party. For disputes with KeywordGraph, notice must be emailed to info@noduslabs.com and mailed to:

Attn: Ways Ltd (Dmitry Paranyushkin)
Carrwood Park, Selby Road
Leeds, West Yorkshire LS15 4LG
United Kingdom

The parties will consult in good faith to reach a resolution. If unresolved within thirty (30) days, the dispute will be resolved by arbitration.

(b) Arbitration. Any dispute that cannot be settled through Direct Dispute Resolution will be submitted to binding arbitration. The arbitration will be conducted before a single neutral arbitrator in the United Kingdom. The arbitration will occur in London, England, but the parties may choose to appear by phone, virtually, or through document submission. The arbitrator will apply the substantive law of England and Wales.

(c) Choice of Law and Jurisdiction. For any claim not subject to this dispute resolution provision, Customer agrees to submit and consent to the personal and exclusive jurisdiction of, and the exclusive venue of, the courts of England and Wales located in London, United Kingdom. English law shall apply.

(d) Construction and Joinder. This Agreement must be construed as if it was jointly written by both parties. Both Customer and KeywordGraph agree that each may bring or participate in claims against the other only in their respective individual capacities, and not as a plaintiff or class member in any purported class. No class arbitration proceedings are permitted.

(e) Injunctive Relief. Notwithstanding the above, KeywordGraph may apply for injunctive remedies in any jurisdiction.

17.4 Notice

Any notice or communication will be in writing to the parties at the addresses set forth on the Order Form or at such other address as may be given in writing. Notice is deemed received: by hand, immediately upon receipt; by overnight courier, the first business day after dispatch; by registered or certified mail, the second business day after deposit.

17.5 Amendments & Waivers

No supplement, modification, or amendment is binding unless executed in writing by a duly authorized representative of each party. Customer purchase order terms will not supersede this Agreement.

17.6 Entire Agreement

This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes all previous written and oral agreements.

17.7 Force Majeure

Neither party will be liable for any delay or failure to perform (except for payment of fees) due to unforeseen events beyond reasonable control, such as strike, blockade, war, act of terrorism, natural disaster, pandemic, telecommunications failure, or refusal of a license by a government agency.

17.8 Subcontractors

KeywordGraph may use subcontractors. KeywordGraph remains responsible for subcontractor compliance with this Agreement and for the overall performance of the Services.

17.9 Subpoenas

Nothing in this Agreement prevents KeywordGraph from disclosing Customer Data to the extent required by law, subpoena, or court order. KeywordGraph will use commercially reasonable efforts to notify Customer where permitted.

17.10 Independent Contractors

The parties are independent contractors. There is no partnership, joint venture, employment, franchise, or agency relationship between them.

17.11 Export Control

Customer agrees to comply with all export and import laws and regulations of the United Kingdom, the European Union, and other applicable jurisdictions. Customer represents that it is not on any sanctions list and is not located in a country subject to UK or EU embargo or sanctions.

17.12 Government End-Users

Elements of the Services are commercial computer software. Use, duplication, reproduction, release, modification, disclosure, or transfer by an agency, department, or other entity of the UK or EU government is restricted per applicable acts.

17.13 Counterparts

This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same agreement.

Contact

KeywordGraph is developed by Nodus Labs (Ways Ltd). Questions on these Terms & Conditions can be directed via the support portal at support.noduslabs.com or by writing to:

Ways Ltd
Carrwood Park, Selby Road
Leeds, West Yorkshire LS15 4LG
United Kingdom
Company number: 05039341
Email: info@noduslabs.com

© 2011–2026 Dmitry Paranyushkin / Nodus Labs / Ways Ltd