Updated December 19, 2019
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1. Overview and Important Definitions
Searchramen offers businesses and individuals access to a amazing collection of resources related to search engine optimization, search engine auditing, and search engine reporting, including, without limitation, search engine optimization tools, application program interfaces ("APIs"), website reporting and website auditing services. Collectively, we'll refer to these resources as the "Services" in this Agreement.
Searchramen Services may be offered across a number of web domains, including, without limitation, searchramen.com. We'll refer to these domains as the "Sites" in this Agreement.
You may access the Sites or Services with a free account as a user ("User"). While access to certain portions of the Sites and selected features of the Services is free, Searchramen reserves the right to charge fees for features and benefits associated with the Sites or Services at any time.
A User who pays for any portion of the Sites or Services shall be referred to as either a "Subscriber" or "Customer" in this Agreement.
Now that we've gotten these definitions out of the way, let's talk about terms specific to certain Services, followed by terms relevant to all Users, Subscribers and/or Customers.
2. Conditions Governing API Usage
Searchramen may offer APIs for use by third parties. While Searchramen may not charge for API usage under certain circumstances, any such use is subject to these TOU.
All data associated with a Searchramen API is proprietary to Searchramen. If you use or publicly display such proprietary data associated with this API, you must comply with any link and attribution guidelines set forth on the Sites from time to time in addition to these TOU. Moreover, you may not resell or redistribute proprietary Searchramen API data via your own API or offer it to third parties.
Searchramen reserves the right to suspend or terminate access to any API at any time and for any reason, with or without cause. If your access to an API is suspended or terminated, you have no rights associated with such API and you acknowledge that you will not be entitled to any remuneration or compensation of any kind.
3. Conditions Governing Subscriptions
Searchramen offers subscriptions to various software as a service products (Professional, Business, Enterprise, etc.) and these terms govern such subscriptions.
Payment for Subscriptions As a Subscriber, you must agree to the payment terms presented to you at the time you sign up for Services on the Sites.
You are responsible for taking action prior to renewal if you do not want your subscription to renew automatically. You may not receive further notice of your renewal after signing up for a subscription, and you must visit your Subscription and Billing page to find out when your subscription is set to renew. Subscriptions recur either monthly or annually in most cases, depending upon the renewal term you choose during the signup process.
You are responsible for ensuring that the credit card associated with your account or subscription is up to date, that information posted in connection with it is accurate, and that you are authorized to use that credit card. Searchramen reserves the right to implement fraud-protection measures including, without limitation, temporarily charging small amounts to your credit card to determine that it is a valid credit card and you are authorized to use it.
Cancellation of Subscriptions. Cancellation of Services is simply a matter of clicking cancel within the admin section of your user account, you may cancel at any time. Cancellation does not entitle you to a refund under any circumstances. You will continue to have access to the Sites and Services you have paid for until the end of your subscription term, but will lose access if the subscription is not in good standing.
No Refunds. Searchramen is not obligated to provide you a refund at any time. If you choose to cancel your Searchramen subscription during your subscription term, you will not be refunded, in whole or in part. If you choose to downgrade your subscription during your subscription term, you may be entitled to a pay a lower, pro-rated amount as of the date of renewal, but you are not entitled to a cash refund at any time.
Multiple Subscriptions. Each Searchramen account has a single credit card and email address associated with it. If a subscription to one Searchramen service is suspended due to Searchramen inability to process that credit card, and you subscribe to a second Searchramen service while that first service is suspended (by, for example, changing the credit card associated with your account) but before it is cancelled, Searchramen reserves the right to use the valid payment method associated with the second service to reinitiate the suspended service.
4. Conditions Governing All Users of Searchramen Sites and Services
The Services are available only to Users:
Who are human (not bots, except for certain authorized API users) and 13 years of age or older, and Users who are also Subscribers or Customers must be at least 18 years old. Who submit truthful and accurate information about themselves and maintain the accuracy of such information. Who do not impersonate any other person or entity or otherwise misrepresent their identity in a profile or elsewhere on the Sites. With a valid email address. Who do not to authorize others to use their account, profile, or messages. You agree to inform Searchramen immediately upon learning of a security breach that relates to your account or a third party's improper use of the Services in connection with your account.
You agree that your rights in a subscription or use of any paid Services may be dependent upon demonstrating that you have paid for the subscription or Sites.
You acknowledge that if you sign up for any Services and pay via credit card, and Searchramen cannot charge your credit card at renewal, Searchramen may cancel your subscription and you may lose access to the Services and any data associated with your subscription.
While some Services may be paid for via invoice by mutual written agreement by you and Searchramen, Searchramen reserves the right to quote additional fees for invoiced accounts. If Searchramen has entered into an invoicing relationship with you, the following terms apply unless superseded by written agreement: you agree to pay all undisputed invoices within 30 days. You agree that Searchramen may charge interest of 1.5% per month for past due invoices, or the highest rate permitted by law, and you agree to be liable for reasonable attorney fees and collection costs arising from Searchramen's efforts to collect on past due amounts; If you fail to pay an invoice, Searchramen reserves the right to cancel your subscription, access to any Services, and any data associated with your subscription or the Services.
You acknowledge that portions of the Sites and Services are publicly available or available to other Users and may be accessible by syndication programs (including data feed tools), search engines, metasearch tools, crawlers, metacrawlers, and other similar programs.
5. Services Limitations.
Searchramen may establish limits concerning use of the Services at its discretion, including by way of example the frequency with which you may access the Services or your ability to post User Generated Content. Searchramen reserves the right to modify or discontinue the Services (including any part or feature thereof) at any time without notice. You agree that Searchramen shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
6. Beta Services
Searchramen may add new features to the Services that may be described as "beta" services or features. Beta Features will be considered part of the Services and all provisions of this Agreement relating to the Services will apply to the Beta Features as well. Users acknowledge that Beta Features may be untested, non-functional, and/or partially functional features of the Services.
If you elect to use a Beta Feature, you do so at your own risk. Notwithstanding anything else in this Agreement to the contrary, Searchramen disclaims any and all warranties associated with any Beta Feature. Any risk that Beta Features may harm or interrupt the regular running of your software or hardware is borne entirely by Users.
7. Trademarks; Copyrights; Proprietary Rights
Searchramen owns the visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, and all other elements and components of the Sites.
Searchramen owns the copyrights, trademarks, service marks, trade names and other intellectual property and proprietary rights throughout the world associated with the Sites, and the Services.
Users may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the Sites Content in whole or in part except as expressly authorized in writing by Searchramen. Searchramen does not grant any express or implied rights to Users, and all rights in and to the Sites are retained and reserved by Searchramen.
The term Searchramen and anything on the Sites that identifies or distinguishes Searchramen from other goods are services are registered or unregistered trademarks of Searchramen (the "Searchramen Trademarks"). Except as otherwise permitted by law, you agree not to display or use in any manner the Searchramen Trademarks without Searchramen's prior written consent.
8. User Indemnification of Searchramen for Certain Actions
Users agree to indemnify and hold Searchramen and its affiliates, officers, agents, subsidiaries, partners and employees harmless from any loss, liability, claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of (i) User Generated Content or User Data you submit, post, transmit, or make available through the Sites or Services, (ii) your unauthorized use of the Sites or Services, (iii) your connection to the Services, including your use of the Services to provide a link to other Sites or to upload content or other information to the Sites, or (v) your violation of any rights of another including but not limited to another's copyright or other intellectual property right.
9. Searchramen Warranties and Limitations
Searchramen provides the Services "as-is". Searchramen provides no express warranties, guarantees, or conditions related to the Sites or Services. To the extent permitted by law, Searchramen disclaims any implied warranties including those of merchantability, fitness for a particular purpose, workmanlike effort, and non-infringement, and including those arising by usage of trade, course of dealing, or course of performance. Without limiting the generality of the foregoing, Searchramen does not warrant that the Sites or Services will be accurate, error-free, virus-free, or uninterrupted or that it will meet any specific requirements of a User or Subscriber. Users may have additional rights as a consumer under local law that this Agreement cannot change.
LIABILITY LIMITATION; EXCLUSIVE REMEDIES FOR USERSYou acknowledge that Searchramen cannot provide the Services at a reasonable price without limiting its liability as set forth herein, so, as an express condition of use of the Sites or Services, you agree to limit Searchramen's potential liability to you as described in this clause. This limitation of liability is a fundamental element of the basis of the bargain between Searchramen and you as a User. Searchramen does not: (i) guarantee the accuracy, completeness, or usefulness of any information on the Sites or Services, or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears on the Sites. Under no circumstances will Searchramen or its affiliates be responsible for any loss or damage resulting from your reliance on information or other content posted on the Sites or transmitted to or by any Users. To the extent permitted by applicable law, Searchramen shall not be liable for any consequential, special, or incidental damages or lost profits resulting from your access to or use of the Sites or Services, whether based on breach of contract, breach of warranty, tort (including negligence), or any other legal theory. This includes your inability to access or use (including due to modification, suspension, blocking, discontinuance, cancellation, or termination of the Services or any part thereof) the Sites or Services. Without limiting the foregoing, you specifically acknowledge that Searchramen is not liable for the defamatory, offensive, infringing, breaching, fraudulent, or illegal conduct of other Users or third parties and that the risk of injury from the foregoing rests entirely with you. These limitations apply to any matter related to the Sites, Services or its content; third party Internet sites, programs or conduct; viruses or other disabling features; incompatibility between the Services and other services, software, or hardware; and any delay or failure in initiating, conducting, or completing any transmission or transaction in connection with the Services in an accurate or timely manner. These limitations also apply even if this remedy does not fully compensate you for any losses, or fails its essential purpose; or even if Searchramen knew or should have known about the possibility of the damages. Some states, provinces and countries do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to Users in these jurisdictions.
10. Special Admonitions for International Use
As a consequence of the global nature of the Internet, you agree to comply with all local rules and laws regarding user conduct on the Internet and acceptable content. Specifically and without limitation, you agree to comply with all applicable laws regarding obscene and indecent content and communications and those regarding the transmission of technical data exported from the United States or the country in which you reside.
Changes to Services. Searchramen may change the Services from time to time, with or without notice, by adding, modifying, suspending, or discontinuing features of the Services. Searchramen reserves the right to cancel, suspend, or block your access to the Sites or Services at its sole discretion for violations of these terms, or for any other reason and without notice (subject to any contractual rights you have with specific Services), and access to any Services is dependent upon you complying with any applicable laws.
Electronic Form. By accessing the Sites or Services, you consent to have this Agreement provided to you in electronic form. Please print a copy of this Agreement for your records.
Notices. If Searchramen must send you additional information regarding the Sites or Services, or in connection with this Agreement, you consent to receiving this information electronically. Searchramen may provide required information to you by email at any address you registered with the Sites or Services or via the Sites or Services itself. Notices provided to you via email will be deemed given and received on the transmission date. You understand and agree that this Agreement and any notices given pursuant to this Agreement are enforceable in electronic format. Searchramen is not obligated to notify you if changes are made to this Agreement, so please check the terms regularly.
Forum and Jurisdiction. This Agreement is governed by the laws of the State of Queensland, Australia, without regard to its conflict of law provisions. All disputes related to or arising from this Agreement will be subject to the exclusive jurisdiction and venue of the state and federal courts located in Brisbane, Queensland; to which jurisdiction and venue you and Searchramen each irrevocably consent.
Additional Rights and Obligations. If any provision of this TOU is held to be invalid or unenforceable, such provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision; the remaining provisions will remain in full force and effect. Any party's failure to act with respect to a breach of this Agreement does not constitute a waiver or affect that party's rights to act subsequently. Users may not assign rights or delegate any duties under this Agreement. Searchramen may assign rights or delegate duties under this TOU in connection with a merger, reorganization, or sale of substantially all of its assets. This TOU will bind successors and permitted assigns.