Terms of Service
THIS USER LICENSE AGREEMENT (THIS “AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU AND SEO RADAR, INC. (“SEO RADAR”) GOVERNING YOUR ACCESS TO AND USE OF THE SEORADAR SOFTWARE (INCLUDING ANY ASSOCIATED MEDIA, PRINTED MATERIALS AND ONLINE OR ELECTRONIC DOCUMENTATION) IN THE VERSION MADE AVAILABLE BY SEORADAR INC AS OF THE DATE OF THIS AGREEMENT (THE “SOFTWARE”).BY SELECTING THE “I AGREE” BUTTON BELOW, YOU REPRESENT THAT YOU HAVE CAREFULLY READ, ACCEPT AND AGREE TO BE LEGALLY BOUND BY THE PROVISIONS OF THIS AGREEMENT AND OF ANY OTHER DOCUMENT REFERENCED IN THIS AGREEMENT.IF YOU DO NOT ACCEPT THE PROVISIONS OF THIS AGREEMENT, SELECT THE “IDECLINE” BUTTON, IN WHICH CASE YOU MAY NOT ACCESS OR USE THE SOFTWARE.IF YOU HAVE AUTHORITY TO ACT ON BEHALF OF A COMPANY OR OTHER ORGANIZATION OR ENTITY (EACH, A “COMPANY”), YOU MAY ENTER IN TO THIS AGREEMENT ON THE COMPANY’S BEHALF. BY DOING SO, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE COMPANY TO THIS AGREEMENT. IF YOU DO NOT HAVE THAT AUTHORITY, OR IF YOU DO NOT AGREE TO THE PROVISIONS OF THIS AGREEMENT, SELECT THE “I DECLINE” BUTTON BELOW AND DO NOT USE THE SOFTWARE. FOR A COMPANY ENTERING INTO THIS AGREEMENT, “YOU” OR “YOUR” AS USED BELOW REFERS TO THE COMPANY.
1. Description of Service
2. Fee for Service
SEORadar provides a free trial account and several tiered service, fee based accounts. Fees are based on the package the user has chosen. Each package has a base fee, which may incur extra charges for overages. Overage charges may apply to some services. You agree to pay for services rendered above and beyond those included with your package.
You agree to pay SEORadar all applicable fees. Without limiting any other provision of this Agreement, SEORadar may immediately suspend or terminate this Agreement in the event you fail to timely pay any fees payable under this Agreement. Any suspension or termination of this Agreement will not relieve you from your obligation to pay all fees accrued as of the effective date of the suspension or termination (including interest, if applicable), and you will be liable for any costs associated with any collection of fees, including attorneys’ fees and collection agency fees. Unless otherwise, all fees must be paid in advance in U.S. dollars, exclude applicable taxes, and are not subject to any deductions, credits or other setoffs. Any fees not paid when due will bear interest from the original due date until paid at a rate equal to the lesser of (a) 1.5% per month or (b) the maximum rate of interest allowed by law.
4. Personal Use
The Service is made available to you for your personal use only. Due to the Children’s Online Privacy Protection Act of 1998, you must be at least thirteen (13) years of age to use this Service. You must provide current, accurate identification, contact, and other information that may be required as part of the registration process and/or continued use of the Service. You are responsible for maintaining the confidentiality of your Service password and account, and are responsible for all activities that occur thereunder. SEORadar reserves the right to refuse service to anyone at any time without notice for any reason.
5. Proper Use
You agree that you are responsible for your own communications and for any consequences thereof. Your use of the Service is subject to your acceptance of and compliance with this Agreement, which acceptance is confirmed by your clicking below. You agree that you will use the Service in compliance with all applicable local, state, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from your country of residence. You shall not, shall not agree to, and shall not authorize or encourage any third party to: (i) use the Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses, or is otherwise objectionable as determined by SEORadar Inc, in its sole discretion; (ii) upload, transmit or otherwise distribute content that infringes upon another party’s intellectual property rights or other proprietary, contractual or fiduciary rights or obligations; (iii) prevent others from using the Service; or (iv) use the Service for any fraudulent or inappropriate purpose.Violation of any of the foregoing may result in immediate termination of this agreement, and may subject you to state and federal penalties and other legal consequences. SEO Radar reserves the right, but shall have no obligation, to investigate your use of the Service in order to determine whether a violation of this agreement has occurred or to comply with any applicable law, regulation, legal process or governmental request.
6. Content of the Service
SEORadar takes no responsibility for third party content (including, without limitation, any viruses or other disabling features), nor does SEO Radar have any obligation to monitor such third party content. SEO Radar reserves the right at all times to remove or refuse to distribute any content on the Service, such as content which violates the terms of this Agreement. SEORadar also reserves the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce this Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues (including, without limitation, the filtering of spam), (d) respond to user support requests, or (e) protect the rights, property or safety of SEO Radar its users and the public. SEO Radar will not be responsible or liable for the exercise or non- exercise of its rights under this agreement.
Upon reasonable advance notice from SEORadar, you will allow SEORadar to inspect your records, accounts and books relating to your use of SEORadar to ensure that the SEO Radar is being used in accordance with this Agreement and all applicable laws, rules and regulations.
8. Intellectual Property Rights
You acknowledge that SEORadar owns all right, title and interest in and to the Service, including without limitation all intellectual property rights including, but not limited to, any and all text, graphics, software, data, information, images, music, sound, video, audiovisual works, and data associated with the Service (the “SEORadar Rights”), and such SEO Radar Rights are protected by U.S. and international intellectual property laws. Accordingly, you agree that you will not copy, reproduce, alter, modify, or create derivative works from the Service. You also agree that you will not use any robot, spider, other automated device to monitor or copy any content from the Service. The SEORadar Rights include rights to (i) the Service developed and provided by SEORadar;; and (ii) all software associated with the Service. The SEORadar Rights do not include third-party content used as part of Service, including the content of communications appearing on the Service. SEORadar does not claim any ownership in any of the content, including any text, data, information, images, photographs, music, sound, video, or other material, that you upload, transmit or store in your SEO Radar account. We will not use any of your content for any purpose except to provide you with the Service.
9. Representations and Warranties
You represent and warrant that (a) all of the information provided by you to SEO Radar to participate in the Service is correct and current; and (b) you have all necessary right, power and authority to enter into this agreement and to perform the acts required of you hereunder.
As consideration for using the Service, you agree and understand that SEO Radar may display ads and other information adjacent to and related to the content of your data.
12. Account Inactivity
After a reasonable period of inactivity, SEO Radar reserves the right to disable or terminate a user’s account. If an account has been deactivated for inactivity, any unique identifiers, such as usernames and subdomains, associated with that account may be given to another user without notice to you or such other party. Data associated with the account, including but not limited to audit archives, URL screenshots, URL source code, page analysis, reports, and alerts may be permanently deleted.
13. Termination; Cancellation
You may cancel your use of the Services and/or terminate this Agreement with or without cause at any time by providing notice to SEORadar at (URL), however, that a terminated account may continue to exist for up to two (2) business days before such cancellation takes effect. SEORadar may at any time and for any reason terminate the Service, terminate this agreement, or suspend or terminate your account. In the event of termination, your account will be disabled and you may not be granted access to your account or any files or other content contained in your account although residual copies of information may remain in our system. Except as set forth above or unless SEORadar has previously canceled or terminated your use of the Services (in which case subsequent notice by SEORadar shall not be required), if you have provided an alternate email address, SEORadar will notify you via email of any such termination or cancellation, which shall be effective immediately upon SEORadar delivery of such notice. Sections 3, 4, 5, 7, and 11 – 13 of this agreement, along with applicable provisions of the general Terms of Service (including the section regarding limitation of liability), shall survive expiration or termination of this agreement.
You agree to hold harmless and indemnify SEO Radar and its subsidiaries, affiliates, officers, agents, and employees from and against any third party claim arising from or in any way related to your use of the Service, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, SEO Radar will provide you with written notice of such claim, suit or action.
15. Choice of Law; Jurisdiction
This agreement will be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflict of laws provisions or your actual state or country of residence. Any claims, legal proceeding or litigation arising in connection with the Service will be brought solely in Santa Clara County, California, and you consent to the jurisdiction of such courts.
16. Disclaimer of Warranties
SEORadar disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or availability of information or material displayed in the SEO Radar Service results. SEO Radar disclaims any responsibility for the deletion, failure to store, misdelivery, or untimely delivery of any information or material. SEO Radar disclaims any responsibility for any harm resulting from downloading or accessing any information or material on the Internet through the SEORadar Service.
THE SEORADAR SERVICE, AND ALL MATERIALS, INFORMATION, PRODUCTS AND SERVICES INCLUDED IN THE SEORADAR SERVICE ARE PROVIDED ON AN “AS IS” aND “AS AVAILABLE” BASIS, WITH NO WARRANTIES WHATSOEVER. SEORADAR EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. SEO RADAR DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SEO RADAR SERVICE. SEO RADAR DISCLAIMS ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE SEORADAR SERVICE. SEORADAR DISCLAIMS ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SEORADAR SERVICE OR RECEIVED THROUGH ANY LINKS PROVIDED BY THE SEORADAR SERVICE, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH ANY LINKS PROVIDED IN THE SEORADAR SERVICE. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE SEORADAR SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.
18. Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL SEORADAR BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER’S USE OR MISUSE OF OR RELIANCE ON THE SEO RADAR SERVICE. ARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF SEO RADAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SEORADAR SERVICE, FROM INABILITY TO USE THE SEORADAR SERVICE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SEORADAR SERVICE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SEORADAR SERVICE OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE SEORADAR SERVICE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE SEORADAR SERVICE OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE SEORADAR SERVICE. THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SEORADAR SERVICE OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE SITE, OR SERVICE. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
Without limiting the foregoing, under no circumstances shall SEORadar be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.
19. Miscellaneous Provisions
These Terms of Service will be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflict of laws provisions or your actual state or country of residence. If for any reason a court of competent jurisdiction finds any provision or portion of the Terms of Service to be unenforceable, the remainder of the Terms of Service will continue in full force and effect.
These Terms of Service constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of the Terms of Service will be effective only if in writing and signed by SEO Radar.
To the maximum extent possible, each provision of this agreement shall be interpreted in such a manner as to be valid and enforceable under applicable law. If any provision hereunder is held to be invalid or unenforceable under applicable law, such provision shall be deemed modified so as to be rendered valid and enforceable while implementing, to the greatest extent possible, the original intent of such provision. If such reformation is not possible or permitted, the invalidity or unenforceability of such a provision shall not otherwise impact the validity or enforceability of the remaining provisions hereunder. No waiver of any term or condition herein shall be deemed a further or continuing waiver of such term or condition or any other term or condition. SEO Radar reserves the right to modify these terms and conditions without notice to you, and your continued use of the Service after such modifications will make such modifications binding on you.
20. Linking and Framing
Except where expressly prohibited herein, you may provide a link from a web site operated by you directly to the home page offering the Service. Without SEO Radar’s express written permission, you may not (i) link to any page other than the home page (i.e. a “deep link”), (ii) link to any part of the site hosting the Service through the use of frames, inline links or any similar technology whereby the Service will be displayed without leaving the linking web site, (iii) use any intellectual property of SEO Radar as part of a link, and/or (iv) intentionally or unintentionally create any link implying that an endorsement or affiliation with SEO Radar exists when that is not the case.
21. Changes to This Agreement
SEO Radar reserves the right to modify this Agreement at any time, and you are responsible for checking the SEORadar periodically for modifications. SEORadar will post a notice of any modified terms at seoradar.com (the “SEORadar Site”) and will require you to agree to the modified terms by selecting an “I Agree” button. Your use of the Software after that notice is posted and you have selected “I Agree” constitutes your agreement to the modified terms. If you do not agree to the modified terms, you are not authorized to use the Software.
22. Access to Software
SEORadar will provide you with information to access the Software (“Access Information”) on electronic storage media or via electronic transmission. You are responsible for maintaining the confidentiality of the Access Information and for all activity conducted under your Access Information. You may not disclose or transfer your Access Information to any other person or entity (including to your Affiliates (as defined below)) or otherwise provide any other person or entity with access to any part of the Software that requires use of the Access Information (except, if you are a Company, you may provide access to your employees, officers and other representatives). You must notify SEO Radar immediately if you become aware that anyone has obtained your Access Information without authorization.
“Affiliate” with respect to a party to this Agreement, means any person or entity that directly or indirectly controls, is controlled by, or is under common control with that party (but only during the period in which that person or entity meets these requirements), where “control” means the right to exercise, directly or indirectly, the power to direct or cause the direction of the affairs, policies or management of a person or entity, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.
The parties acknowledge that, in the course of performing their obligations under this Agreement, each may receive “Confidential Information” (information that one party (the “Disclosing Party”) provides to the other party (“Receiving Party”) during the term of this Agreement). Each party covenants and agrees that neither it nor its agents, employees, officers, directors or representatives will disclose or cause to be disclosed any Confidential Information, except (a) to those employees, representatives, or contractors of the Receiving Party who require access to the Confidential Information to exercise rights under this Agreement and who are bound by written agreement, with terms at least as restrictive as these, not to disclose Confidential Information, or (b) as such disclosure may be required by law or governmental regulation, subject to the Receiving Party providing to the Disclosing Party written notice to allow the Disclosing Party to seek a protective order or otherwise prevent the disclosure. Nothing in this Agreement will prohibit or limit the Receiving Party’s use of information: (a) previously known to it without obligation of confidence, (b) independently developed by or for it without use of or access to the Disclosing Party’s Confidential Information, (c) acquired by it from a Third Party that is not under an obligation of confidence with respect to such information, or (d) that is or becomes publicly available through no breach of this Agreement. The Receiving Party acknowledges the irreparable harm that improper disclosure of Confidential Information may cause; therefore, the injured party is entitled to seek equitable relief, including temporary restraining order(s) or preliminary or permanent injunction, in addition to all other remedies, for any violation or threatened violation of this Section.
Within five (5) days after a Disclosing Party’s request, the Receiving Party shall return or destroy the Disclosing Party’s Confidential Information; provided, however, that the Receiving Party shall be entitled to retain archival copies of the Confidential Information of the Disclosing Party solely for legal, regulatory or compliance purposes unless otherwise prohibited by law.