Terms of Services

These Terms Of Services, Including The Order Form Filled Out In Connection With The Online Forms Filled Out In The Account Set-Up Process, Which By This Reference Is Incorporated Herein (This “Agreement”), Is A Binding Agreement Between SE Ranking Company Identified At Section 13 Of This Agreement (“Provider”, “SE Ranking”) And Entity Identified On The Account Set-Up Process As The Customer Or End User (“Customer”). Provider And Customer May Be Referred To Herein Collectively As The “Parties” Or Individually As A “Party.”

You’ll find simple explanations of our Terms of Services in these boxes, but keep in mind only the Terms of Services outside these boxes are legally binding.

Provider makes its search engine optimization software-as-a-service solution (the “Services”) available through its website(s) solely on the terms and conditions set forth below and on the condition that Customer accepts and complies with them.

Beginning of 14 day trial leads to the acceptance of the terms

By clicking the button to begin a 14-day free trial, or other indication of acceptance of these terms in the ordering process, the Customer accepting the terms (A) acknowledges and accepts these terms, the Agency Pack terms and the Privacy Policy and agrees to be legally bound by them and (B) represents and warrants that they are of legal age to enter into a binding agreement, or if accepting on behalf of a corporation, governmental organization or other legal entity, that they have the right, power, and authority to enter into this Agreement on behalf of Customer and to bind Customer to its terms. If you do not agree to the terms of the Agreement, the Provider will not and does not make the Services available to you and you should not use the Services.

1. Definitions.
   1. “Aggregated Statistics” means data and information related to Customer’s use of the Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
   2. “Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder. For clarity, any use of the Services by an Authorized User shall be considered use by the Customer.
   3. “Customer Content” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.
   4. “Effective Date” means the date Customer sets up a trial account, or the date the on which Customer completes the purchase forms and Customer pays the applicable Fees (as defined below) for a paid subscription.
   5. “Provider IP” means the Services, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, or other content derived from Provider’s monitoring of Customer’s access to or use of the Services, but does not include Customer Content.
2. Access and Use.  

   24/7 access to the Service

   1. Subject to the terms and conditions of this Agreement, Provider hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 12(7)) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use. The Customer is granted access to the Service 24/7 except for when technical maintenance is performed or when emergency maintenance is required to eliminate failures or malfunctions from the Service.

   Use the services appropriately, for their initial purpose only

   2. Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services to any third party; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services; or (v) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
   3. Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer’s access to any portion or all of the Services if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP; (B) Customer’s use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer or vendor of Provider; (C) Customer is using the Provider IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Provider’s provision of the Services to Customer is prohibited by applicable law; (ii) any vendor of Provider has suspended or terminated Provider’s access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 5(1)(any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.

   Monitor use of the Services to collect aggregated statistics

   4. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer’s use of the Services and collect and compile Aggregated Statistics. As between Provider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider.

   All rights remain with the Provider

   5. Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP.

   Login and password to access the Services

   6. In order to use the Service, the Customer agrees to provide reliable and full information about himself / herself on the registration form and in the private site cabinet and shall keep this information up to date. Upon completion of the registration process the Customer may use the selected login (unique character name of your customer account) and password to access personalized area of the SE Ranking Service. 
      The login must not infringe on generally accepted norms and should not look offensive towards other Customers.

   One login from one place from one IP address

   7. If the Provider detects repeated access to the Service under the same login from various locations, devices and IP addresses, the Provider may immediately suspend access to the Service for the relevant Customer and Customers connected with him/her. In order to control compliance with the above-mentioned restrictions, the Provider does not allow technical possibility of simultaneous access to the Service from different devices and IP addresses under the same login.
   8. By registering in the Services the Authorized User consents to receive e-mails from the SE Ranking Service. These e-mails include: informational newsletters about the Service’s promotions, e-mails with the reports on the SERPs and the Service analysis and technical and marketing e-mails. The Authorized User may unsubscribe from receiving newsletters at any time.
   9. The Authorized User may create Projects after the registration in the Service. A “Project” consists of a website URL, a set of the keywords and a number of Search Engines, on which tracking, control and analysis are performed.
3. Customer Responsibilities.

   Full customer’s responsibility for the use of services

   1. Customer is responsible and liable for all uses of the Services resulting from access provided by Customer to Authorized Users, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all activity under Customer’s login credentials or any Authorized User login credentials.
      1. Once the login is chosen it may not be changed later.
      2. The login shall be used to access the Service only by one Authorized User from one device, IP address and location at the same time.
      3. The number of Authorized Users having access to the Service shall not exceed the limit of Authorized Users seats provided by the selected subscription plan. It is possible to add more Authorized Users seats through the Account in the Subscription section and by paying applicable fees as described therein.
4. Provider Rights.
   1. The Provider reserves the right to delete Projects unilaterally, created by the Customer if the Customer’s account is not used for 60 days.
   2. The Provider reserves the right to change / delete a Customer’s account if the Customer’s login:
      1. Violates generally-accepted and established morality norms;
      2. Offensive to other visitors;
      3. Contains obscene words or expressions;
      4. Calls upon national discord;
      5. Other cases stated in the applicable legislation.
   3. The Provider reserves the right to block access to Projects Customer creates in case of Customer’s untimely payment. Three days after the service payment is overdue the rankings updates may be halted. 60 days after the Subscription payment is overdue Customer’s Projects are subject to deletion from the system. 
   4. The Provider reserves the right to change, update the contents and functionality of the Service including changing its interface at any time with no prior notice to the Customer of any material change.
   5. The Provider reserves the right to pause the Service work to carry out maintenance and repair works and in case of emergencies. Provider shall notify the Customer in advance of such suspension by placing relevant information in the Customer’s account in the Service.  
   6. The Provider is not responsible for the unlawful actions of the Customer when Customer makes payment for the paid services. The Provider reserves the right to halt or decline access to the SE Ranking Services unilaterally if there are suspicions that the Customer is involved in an unlawful action until the ascertaining of circumstances.
5. Fees and Payment.
   1. Fees. Customer shall pay Provider the fees (“Fees”) as set forth in the applicable plan selected by Customer during the ordering process (“Order”) without offset or deduction. Customer shall make all payments hereunder in any currency through the use of a third-party payment processor during the checkout process. If Customer’s payment method fails during the ordering or renewal process, Provider may suspend or withdraw Customer’s access to the Services until the applicable Fees are paid in full. 
   2. Upon registration in the Service the Authorized User gets a personal account that he / she / they may top up with money to cover the Service fees. Information about the type of services, costs and applied (used) bonuses of the account can be accessed in the Plans & Pricing section of the Service website. Payment of the paid services can be made either by a direct money transfer at 100% prepayment for the selected service according to the Pricing Plan or by topping-up of the account balance, further charged to cover the services costs.
   3. If the selected type of services in the Plans & Pricing section (subscription plan) includes multiple user seats, you may give access to the Service only to the number of Authorized Users specified in the selected subscription plan, provided that each additional Authorized User agrees to comply with the Agreement
   4. The Authorized User has the right to top up its account balance with any amount of money in order to use the paid services of the Service.
   5. The Authorized User has the right to choose any Plan in order to use the paid services. The Authorized User must accept and cover the money transfer fees when buying a subscription for a Plan or topping up the account balance. Before making a payment the Authorized User must become familiar with the payment operators’ rules.
   6. Taxes. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider’s income.

   Service is not refundable

   7. The Customer is notified and agrees that the Provider of the Service does not refund paid or unused funds, except for cases when poor, inconsistent with the Service obligations, service is delivered or as specified by the special promotion
   8. If Provider delivers poor service, Provider may refund the funds paid by Customer within 14 bank days in the same way the payment for the subscription or Customer's account topping up was made.

5 years confidential information non disclosure

6. Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential Intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information in written or electronic form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.


7. Intellectual Property Ownership; Feedback; “Content Editor” tool, “SGE" tool, “SMM" tool, “Local Marketing” tool.

   Service is provided based on the Customer's information

   1. Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP. Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Content as entered into or scanned by the Services. Customer hereby grants to Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Content and perform all acts with respect to the Customer Content as may be necessary for Provider to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Content incorporated within the Aggregated Statistics. Customer acknowledges that the Services are not designed to process personally identifiable, sensitive, or regulated information, and shall not enter any such information into the Services.
   Customer has sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Customer Content, and for obtaining all rights and permissions related to Customer Content and Customer’s third-party accounts required by Provider to provide Services. Customer warrants it has obtained and will maintain all such rights and that Customer Content is free from errors. Provider is not responsible for any backup, recovery, or other steps required to ensure that Customer Content is recoverable in the case of data loss. Customers are solely responsible for regularly backing up their Customer Content and taking appropriate steps to safeguard and ensure the integrity of their data.

   Any feedback sent to the Provider is free for the provider

   2. Feedback. If Customer sends or transmits any communications or materials to Provider by mail, email, telephone, or otherwise, suggesting or recommending changes to the Provider IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Provider is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Provider on Customer’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Provider is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever. Provider is not required to use any Feedback.
   3. Provider recognizes and agrees that Customer owns and will own all content created using the “Content Editor” tool, including through the “AI Writer” (“Outputs”), available in Services, including without limitation any intellectual property rights therein, if any. Provider hereby assigns to Customer all its right, title, and interest in and to Outputs, including without limitation intellectual property rights.
   4. By utilizing our AI RESULTS TRACKER tool, you are hereby granted an extended, non-transferable, revocable license for the usage of content generated through this tool. This extended license provides you with broader rights to utilize the AI Results Tracker-generated content for various purposes, including but not limited to commercial endeavors, marketing initiatives, and personal projects. Users are prohibited from sublicensing or redistributing the generated content without explicit consent. While attribution is encouraged, it is not mandatory. It is your responsibility to ensure compliance with all relevant laws and regulations governing content usage. The Provider bears no liability for disputes arising from AI Results Tracker-generated content usage.
   5. By accessing and using our “SMM” tool, you agree to abide by the Brand usage limits outlined in your subscription plan. In the event of non-compliance, including but not limited to exceeding Brand usage limits, the Partner reserves the right to unilaterally terminate the agreement (cancel the subscription) or remove Brands without any liabilities or consequences for the Partner. Upon non-renewal of your subscription plan or downgrade to the Essential subscription, we reserve the right to remove the Brand(s) immediately on the following day. It is acknowledged that we may delete all data associated with the Brand(s) upon non-renewal or downgrade of the subscription.
   6. By utilizing our “Local Marketing” tool, Customers can evaluate, publish, and update their location data (incorporated in Customer Content) across various platforms (“Publication Partners“). All Customer Content must meet the specifications required by our platform and/or our Publication Partners, and we reserve the right to reject any data that does not comply with these requirements. We do not control and are not responsible for the actions of our Publication Partners, including their use of Customer Content, its ranking, accuracy, or publication. Customers acknowledge that data may be de-listed at the sole discretion of the Publication Partners. To avoid delays or disruption of service fulfillment, Customers must respond to verification requests within five (5) business days. We are not liable for any failure to publish or advertise Customer Content due to factors beyond our control, including but not limited to space restrictions, data incompatibility, and Publication Partners' policies. Reviews may be subject to technical or third-party delays and may not be displayed in real-time. Customers are solely responsible for the content of their review responses, and we do not guarantee the publication of review responses by Publication Partners. Customer hereby authorizes Provider to create and manage accounts with Publication Partners on behalf of the Customer. If the Customer has an existing account with a Publication Partner, the Customer must provide the Provider with lawful access and credentials for the existing account.
   7. WITHOUT PREJUDICE TO THE WARRANTY DISCLAIMER AND THE LIMITATION OF LIABILITY OF THE SE RANKING TERMS OF SERVICES, AND EXCEPT WHERE PROHIBITED BY LAW, “AI WRITER”, “CONTENT EDITOR” TOOL, “AI RESULTS TRACKER” TOOL, “SMM” TOOL, “LOCAL MARKETING” TOOL, AND THE CONTENT PROVIDED BY PROVIDER ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND WE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, UNIQUENESS AND NON-INFRINGEMENT. OUR SERVICES, IN PARTICULAR SOME TOOLS, MAY GIVE YOU ACCESS TO CONTENT THAT BELONGS TO OTHER PEOPLE OR ORGANIZATIONS. YOU MAY NOT USE THIS CONTENT WITHOUT THAT PERSON OR ORGANIZATION’S PERMISSION, OR AS OTHERWISE ALLOWED BY LAW. THE VIEWS EXPRESSED IN OTHER PEOPLE OR ORGANIZATIONS’ CONTENT ARE THEIRS AND DON’T NECESSARILY REFLECT PROVIDERS’S VIEWS.
8. Limited Warranty and Warranty Disclaimer.

   Provider warrants only the Performance Warranty

   1. Provider warrants that the Services will materially conform with then-current product descriptions when accessed and used in accordance with the terms of this Agreement (“Performance Warranty”). Provider does not make any representations or guarantees regarding uptime or availability of the Services unless specifically identified by Provider in writing. Provider’s sole liability and Customer’s sole remedy for any breach of the Performance Warranty shall be for Provider to make commercially reasonable efforts to bring the Services into material conformity with the Performance Warranty. In the event that Customer identifies a non-conformity, Customer must promptly notify Provider with a description of the issue and provide reasonable cooperation and assistance in helping Provider recreate or validate the issue.

   For general informational purposes only

   2. The information and results provided by the Services are for general informational purposes only.  As between Provider and Customer, Customer is responsible for assuring that the results of the are applicable or appropriate to any particular situation and jurisdiction.

   Service is provided based on the Customer's information

   3. The Services may include integrations with services, applications, content and data made available by third parties (“Third-Party Components”) that are accessed through the Services and are subject to the terms and conditions of those third parties. The Agreement does not apply to those Third-Party Components, and they are not part of the Services.

   Third-party artificial intelligence tools

   4. The Customer acknowledges and agrees that the Services may incorporate third-party artificial intelligence (AI) tools and data, which may deliver text, media content, or other information. The Provider accepts no liability for the accuracy, reliability, or completeness of any data generated by third-party AI services. The Customer is solely responsible for the engagement with any content obtained through the Services, including ensuring compliance with all applicable laws and regulations. Furthermore, the Customer is responsible for obtaining any necessary consents or permits for the application of intellectual property owned by third parties that may be included in the data or content accessed through the Services. The Provider shall not be liable for any consequences arising from the Customer’s use of the data or information obtained from the Services, and the Customer agrees to indemnify and hold the Provider harmless from any claims, damages, or losses resulting from such use.
9. Indemnification.

   Customers are compensated by Provider in case of patent issues

   1. Provider Indemnification.  Provider shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party’s US patents, copyrights, or trade secrets, provided that Customer promptly notifies Provider in writing of the claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claim. If such a claim is made or appears possible, Customer agrees to permit Provider, at Provider’s sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. This Section 9(1) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (B) modifications to the Services not made by Provider; (C) Outputs; or (D) Customer Content.

   Provider is compensated by Customer is case of issues related to customer content

   2. Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider’s option, defend Provider from and against any Losses resulting from any Third-Party Claim based on (i) Customer Content; or (ii) Outputs; or (iii) Customer’s or any Authorized User’s (A) negligence or willful misconduct; (B) use of the Services in a manner not authorized by this Agreement; (C) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; or (D) modifications to the Services not made by Provider, provided that Customer may not settle any Third-Party Claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

   Legal defense for claims

   3. Sole Remedy. THIS SECTION 9 SETS FORTH CUSTOMER’S SOLE REMEDIES AND PROVIDER’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

   Max compensation period is 12 months

   4. Limitations of Liability. IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO PROVIDER UNDER THIS AGREEMENT IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
   
   
10. Term and Termination. 

    Customers select the duration of the subscription

    1. Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement’s express provisions, will continue in effect until fourteen (14) days (the “Trial Term”). The Provider may decide unilaterally which services and functions of the Service are available to the Customer during the Trial period. Upon expiration of the Trial Term, Customer may at is option, select the length of its initial paid subscription term (“Initial Term”). Upon expiration of Customer’s Initial Term, Customer will be notified upon email or Customer’s account that Customer’s subscription needs to be renewed, and Customer may select the length and details of any renewal term (“Renewal Term” and together with the Initial Term and Trial Term, the “Term”).
    2. Termination. In addition to any other express termination right set forth in this Agreement:

       Customers can cancel subscription

       • Customer may terminate its subscription effective at the end of its current Term at any time by emailing Provider through the contact information provided on Provider’s website, or by clicking the “Cancel” button available through Customer’s account settings;

       In case of 5 days payment overdue, subscription will be canceled

       • Provider may terminate this Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than 5 days after Provider’s delivery of written notice thereof; or (B) breaches any of its obligations under Section 2(2), Section 3, Section 5 or Section 6;

       Agreement termination

       • either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach; or
       • either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
11. Miscellaneous.

    This Agreement replaces all previous Agreements

    1. Entire Agreement. This Agreement, together with the Order Form and any other documents incorporated by reference constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
    2. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to Provider at the addresses set forth in this Agreement and to Customer at the address set forth in the Order Form (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section. Notwithstanding the foregoing, Customer agrees that Provider may also give Customer notices via Customer’s account and/or via postings on or through the functionality of the Service (and such notices shall be deemed given immediately).
    3. Force Majeure. In no event shall Provider be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Provider’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

    Modifications to the agreement by Provider

    4. Amendment and Modification; Waiver. WE MAY CHANGE THE TERMS OF THIS AGREEMENT FROM TIME TO TIME BY POSTING THE UPDATED AGREEMENT ON THE WEBSITE. YOU CAN REVIEW THE MOST CURRENT VERSION OF THIS AGREEMENT AT ANY TIME AT TERMS OF SERVICES OR A SUCCESSOR URL THAT WE MAY DESIGNATE. THE REVISED TERMS AND CONDITIONS WILL BECOME EFFECTIVE IMMEDIATELY AFTER WE POST THE UPDATED TEXT ON THE WEBSITE. IF YOU USE THE SERVICES AFTER SUCH DATE, SUCH USE WILL CONSTITUTE ACCEPTANCE OF THE REVISED TERMS AND CONDITIONS. We also reserve the right to modify the Services from time to time in our sole discretion. If any change to this Agreement is not acceptable to you, or if any change we make to the Services is a material reduction in functionality, you may, as your sole remedy for such change, stop using the Services and send a cancellation request via this form.

    Completeness of the agreement sections

    5. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    6. Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of California, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

    Customers can not reassign responsibilities to other party

    7. Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Provider, whose consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns. 
    8. Export Regulation and Government Rights. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services, Outputs or any Customer Content outside the US. Each of the Documentation and the software components that constitute the Services is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefore, Customer only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.

    Each party has rights for the legal protection

    9. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Customer, Section 2(2), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
12. Provider Details. Provider shall be one of the following legal entities belonging to SE Ranking company group:
    1. Seranking Ltd. with an address at Forest House Business Centre 8 Gainsborough Road, Office 2 ,London,
       England E11 1HT (“UK Branch”);
       or
    2. SER Acquisition Inc. with an address at PO Box 19801, C/O the Corporation Trust Company, 1209 Orange Street, City of Wilmington, County Of New Castle, Delaware, United States (“US Branch”).
13. The Services shall be provided by UK Branch or US Branch under the following rules:
    1. If a new Customer pays Fees in GBP within the time period from January 1, 2024 the Services are provided by the US Branch.For renewed Customers who purchased their first subscription before January 1, 2024 and pay Fees in GBP,
       the Services are provided by the UK Branch.If Customer pays Fees in USD within the time period from May 2023 the Services are provided by the US Branch.If Customer pays Fees in EUR within the time period from January 2024 the Services are provided by the US Branch.If Customer pays Fees in any other currency other than EUR, GBP, USD within the time period from August 2023
       the Services are provided by US Branch.If Customer paid Fees in any currency before May 2023, Services were provided from the UK Branch.