Keywords Standings Ltd. ("Keywords Standings" or "us", "our", "we") provides a website located at https://seo-explorer.io (the "Site") and SEO analytics and research services including information with regards to search keywords and backlinks (together with the Site, the "Services"). These Terms of Service (these "Terms") govern our provision of Services to you in connection with, or your access and use of, the Services. "Customer/s" or "you" includes both persons visiting the Site, as well as individuals or organizations which have subscribed for use of the Services.
Please read these Terms carefully. These Terms as well as all applicable exhibits govern your use of the Services. You must accept these Terms prior to using the Services. By using the Services, you signify your assent to these Terms and all their exhibits. Changes may be made to these Terms from time to time. We will make reasonable commercial efforts to notify you of any updates to these Terms 30 days in advance of such change. Notwithstanding the foregoing after being notified of such changes in writing, your continued use of the Services will be deemed acceptance to amended or updated Terms. As such, you should check frequently to see if we have updated these Terms. If you do not agree to any of these Terms, please do not use the Services.
1. Services. Subject to the terms and conditions of these Terms, Keyword Standings shall provide Customer with a limited, revocable, non-exclusive, non-transferable, non-sublicenseable license to the Services. Subject to the terms and conditions hereof, Customers may use the Services for internal business purposes only. Keyword Standings reserves the right to modify the Services at any time in its sole discretion subject to written notification to Customer of such modification. You are not entitled to any source code or executables in respect of the Services. Customer will receive bug fixes and updates to the Services during the term of these Terms and subject to the terms and conditions of these Terms. No licenses or rights are granted herein by estoppel or by implication. Customer represents that it has all necessary authority to enter into these Terms and that the execution of these Terms and the receipt of the Services will not conflict with any legal, regulatory or contractual obligations of Customer. For the avoidance of doubt, the Services are provided AS-IS and we make no warranties with regards to the Services, including with regards to the accuracy of any results provided to you.
2. Registration. You must register with Keyword Standings in order to use some of the Services. To register you must provide specified information and select a password. You may not provide false information during the registration process and you must keep all information up-to-date. You should not reveal your password to anyone else. You agree to immediately notify Keyword Standings of any unauthorized use of your account or password. You are fully and solely responsible for all activity on your account, even if such activities were not committed by you. Notwithstanding anything to the contrary herein, Keyword Standings will not be liable for any losses or damage arising from unauthorized use of your account or password unless you have notified us that your account has been compromised, and have requested us to block access to it.
3. Restrictions. Except as set forth expressly herein, you shall not, and shall not permit any third party, to (a) use the Services to provide services to any third party, (b) reverse engineer or attempt to find the underlying code of the Services, (c) modify the Services in any way, (d) circumvent any security or access control features of the Services, (e) sublicense your rights hereunder or provide any third party with access to the Services, (f) rent, lease, modify, copy, loan, transfer, distribute or create derivative works of the Services or (f) use the Services in a manner that violates applicable law; or (g) use the Services for purposes other than those expressly permitted herein. You shall no publish or resell the results of the Services and shall use them solely for internal business purposes only. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, you shall inform Keyword Standings in writing in each instance prior to engaging in the applicable activity. You shall use the Services only in accordance with applicable law (including any law concerning the collection, use and storage of Personal Data) and shall have all responsibility and liability for any use of the Services in violation of applicable law.
4. Intellectual Property. All right, title and interest in and to the Services and related documentation and all enhancements, derivatives, bug fixes or improvements to the foregoing shall at all times remain with Keyword Standings or its licensors. Keyword Standings grants no rights in or to the Services except as expressly set forth herein. Keyword Standings does not request your feedback regarding the Services. Notwithstanding the foregoing, if you provide Keyword Standings with feedback regarding the Services, Keyword Standings shall not be subject to any non-disclosure or non-use obligations in respect of such feedback, and may use such feedback in any manner it deems appropriate, including for commercial purposes and as part of its products and Services. This Agreement shall not be construed as a sale of any rights in the Services. Except as expressly provided herein, nothing in this Agreement will be construed to confer any ownership interest, license or other rights upon Company by implication, estoppel or otherwise as to the Services, any technology, intellectual property rights or products of Keyword Standings or any third party.
5. Infringemen. Under the Digital Millennium Copyright Act of 1998 (the "DMCA"), it is our policy to respond to copyright owners who believe material appearing on the Services infringes their rights under US copyright law. We accept no responsibility or liability for any Submissions, or any material provided or posted by a user. If you believe that something appearing on the Services infringes your copyright, you may send us a notice requesting that it be removed, or access to it blocked. If you believe that such a notice has been wrongly filed against you, the DMCA lets you send us a counter-notice. All notices and counter-notices must meet the DMCA's requirements. We suggest that you consult your legal advisor before filing a notice or counter-notice. Be aware that there can be substantial penalties for false claims. It is our policy to terminate the accounts of repeat infringers in appropriate circumstances. Send notices and counter-notices to: email@example.com.
6. Service Data. As part of the services, the Customer shall receive certain data: Keywords Rankings, Similar Keywords, URL/Keyword classification, Backlinks/Outlinks information ("Service Data"). Customer may use the Service Data solely for internal purposes only, whether commercial or not. For the avoidance of doubt, the Service Data shall not be used by the Customer in any applications or web extensions.
7. Publication of Service Data. If you wish to publish the Service Data or any data or reports based on the Service Data, please obtain our approval prior to such publication by contacting us at: firstname.lastname@example.org
9. Downtime. Keyword Standings will make reasonable commercial efforts to make the Uptime of the Services and its functionality equal or exceed 99% of the time. "Uptime" means the amount of time that the Services are available, as measured by Keyword Standings' internal monitoring systems. Any downtime resulting from scheduled maintenance shall not be considered as time that the Services or their functionality are unavailable.
10. Representations and Warranties. You represent and warrant that you (i) you are above 18 years old, and (ii) will use the Services only in accordance with applicable law. Both Parties further represent and warrant that they have full authority to enter into these Terms, and that the provision of the Services and associated Services hereunder will not violate any other of their contractual or other obligations.
12. Payment. Currently, Keyword Standings makes some of the Services available free-of-charge to you. In consideration for the use of the paid Services, Customers shall make payments of amounts in accordance with the applicable payment terms ("Payment Terms"), as provided by Keyword Standings and each deemed an Exhibit A attached hereto. Keyword Standings shall invoice the Customers in respect of amounts payable hereunder at the end of each calendar month, and Customers shall make payment of all such amounts within 30 days of receipt of the applicable invoice. Amounts due hereunder are exclusive of VAT and applicable taxes. Customers shall make payments hereunder free and clear, and without deduction or withholding, except as required by law. If Customers are required by law to make any deduction or withholding, Customers shall make payment of such additional amounts as is necessary such that Keyword Standings shall receive the amounts due hereunder without any such deduction or withholding. Late payments shall bear interest at the rate of 12% per annum or, if lower, the maximum amounts permitted under applicable law.
13. Confidentiality. Either party (a "Disclosing Party") may disclose to the other party (a "Receiving Party") certain confidential information regarding its technology and business ("Confidential Information"). Receiving Party shall restrict disclosure of Confidential Information to those of its employees with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein. All pricing information herein and all non-public information in respect of the Services shall be deemed the Confidential Information of Keyword Standings. The Customer Data shall be deemed the Confidential Information of Customer. The non-disclosure provisions hereof do not apply to any information that (a) is generally known to the public, (b) is made available to the Receiving Party by a third party not subject to any confidentiality obligations to the Disclosing Party or (c) is required to be disclosed by law, regulation or rule provided that the Receiving Party shall provide the Disclosing Party with prompt written notice of such obligation and shall reasonably cooperate with the Disclosing Party, at the Disclosing Party's expense, as required to obtain confidential treatment for such information.
14. Disclaimer of Warranties. OTHER THEN AS SPECIFICALLY STATED HEREIN, KEYWORD STANDINGS EXPRESSLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES IN RESPECT OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR APARTICULAR PURPOSE OR NON-INFRINGEMENT. KEYWORD STANDINGS DOES NOT MAKE ANY WARRANTY IN RESPECT OF ANY RESULTS TO BE OBTAINED AS A RESULT OF THE USE OF THE SERVICES, INCLUDING WITH RESPECT TO THE ACCURACY OF THE RESULTS. KEYWORD STANDINGS DOES NOT GUARANTEE THE SERVICES WILL BE OPERABLE AT ALL TIMES OR DURING ANY DOWN TIME (1) CAUSED BY OUTAGES TO ANY PUBLIC INTERNET BACKBONES, NETWORKS OR SERVERS, (2) CAUSED BY ANY FAILURES OF YOUR EQUIPMENT, SYSTEMS OR LOCAL ACCESS SERVICES, OR (3) FOR PREVIOUSLY SCHEDULED MAINTENANCE. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, CUSTOMER AGREES THAT CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING THAT KEYWORD STANDINGS HAS THE LAWFUL RIGHT TO USE PERSONAL DATA IN ACCORDANCE WITH THESE TERMS, AND KEYWORD STANDINGS SHALL HAVE NO LIABILITY ARISING FROM OR RELATING TO CUSTOMER'S FAILURE TO COMPLY WITH THIS OBLIGATION.
15. Indemnification. You shall defend, indemnify and hold harmless Keyword Standings (and its affiliates, officers, directors and employees) from and against any and all damages, costs, losses, liabilities or expenses (including court costs and attorneys' fees) which Keyword Standings may suffer or incur in connection with any claim, demand, action or other proceeding by any third party arising from or relating to (a) any breach of your obligations, representations or warranties herein, or (b) any breach of third party privacy or data protection rights arising from or relating to your breach of obligations hereunder.
16. LIMITATION OF LIABILITY. IN NO EVENT SHALL KEYWORD STANDINGS, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SHAREHOLDERS, BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR (A) ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THE SERVICES OR ANY OTHER MATTERS CONTEMPLATED HEREIN OR (B) ANY AMOUNT EXCEEDING THE AGGREGATE PAYMENTS ACTUALLY RECEIVED FROM CUSTOMER IN THE 12 MONTHS PRECEDING THE APPLICABLE CLAIM. YOU HAVE ALL RESPONSIBILITY FOR ANY DECISIONS MADE AS A RESULT OF ANY THE USE OF THE SERVICES.
17. Term. The term of these Terms shall commence on the day you accept these Terms (or, if earlier, on the day that you first use the Services) and shall continue unless terminated by either party with 30 days prior written notice. Keyword Standings may terminate these Terms by written notice to you if you have materially breached any provision of these Terms, if it has reason to believe you are making illegal use of the Services, or if you shared your account information with any third parties. Upon any termination or expiration of these Terms, Keyword Standings will cease providing you with access to the Services. In the event of any termination (a) Customers will not be entitled to any refunds of any amounts payable hereunder, and (b) if applicable, any outstanding balance for amounts due through the date of termination will be immediately due and payable in full, all as set out in the applicable Payment Terms. Sections 3-4, 6-9 and 11-15 of these Terms shall survive any expiration or termination thereof.
18. Publicity. Keyword Standings may disclose that Customer is a customer of Keyword Standings and/or is using the Services, including by displaying Customer's name and logo on Keyword Standing's website and other marketing materials, all subject to a written consent of the Customer.
19. Miscellaneous. These Terms and the exhibits thereto represent the entire agreement between the parties regarding the subject matter hereof and supersede any and all other agreements or understandings between the parties, whether written or oral, regarding the subject matter hereof. Keyword Standings and you shall be deemed independent contractors, and nothing herein shall be deemed to create any employer-employee relationship between the parties or authorize you to make any representations, warranties or contractual obligation on behalf of Keyword Standings. These Terms may not be modified or amended except in a writing executed by both parties. A waiver of any default hereunder of any provision of these Terms shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. Keyword Standings may assign its rights or obligations pursuant to these Terms. You agree not to assign any rights or obligations under these Terms other than due to change of control, merger, acquisition or sale of all or substantially all of your shares or assets; any attempted assignment other then as specifically stated above shall be null and void. If any part of these Terms shall be invalid or unenforceable, such part shall be interpreted to give the maximum force possible to such terms as possible under applicable law, and such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of these Terms which shall remain in full force and effect. These Terms shall be governed by the laws of the State of Israel, and the competent courts in the city of Tel-Aviv/Jaffa shall have exclusive jurisdiction to hear any disputes arising hereunder.