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SEMrush Marketplace Terms of Use

These SEMrush Marketplace Terms of Use ("Terms of Use") are a legally binding agreement between the user ("User" or "you") of Marketplace Service (as defined hereinafter) and Applicable SEMrush Company ("SEMrush", “SEMRush” "we" or "us") as described in SEMrush Terms of Service, accessible at https://www.semrush.com/company/legal/terms-of-service/ (hereinafter "SEMrush Terms of Service").

Please make sure you fully understand the contents of these Terms of Use. If you have any doubts about any of your rights and obligations resulting from your acceptance of these Terms of Use, please consult us or obtain legal support.

These Terms of Use includes and hereby incorporates by reference the SEMrush Terms of Service, as such agreement may be in effect and modified by SEMrush from time to time.

IF YOU DO NOT AGREE WITH ANY PROVISION OF THESE TERMS OF USE, YOU MAY NEITHER CONTINUE WITH THE PROCESS OF REGISTRATION, NOR FURTHER USE THE MARKETPLACE SERVICE.

1. MARKETPLACE SERVICE.

1.1. Definition. “Marketplace Service” – provision of access to content ordering service and to some other services as described more fully on our website at www.semrush.com (hereinafter “Website”).

1.2. Right to Use Marketplace Service. SEMrush hereby grants you permission to use the Marketplace Service solely as set forth in these Terms of Use and in the manner set forth on our Website. In the event of any conflict between these Terms of Use and the Website, these Terms of Use shall prevail, with the exception of SEMrush Terms of Service. Any use of the Marketplace Service other than as set forth in these Terms of Use or in violation of any term of these Terms of Use will result in suspension or revocation of your use privileges in our sole discretion. You may not use the Marketplace Service if you are not of legal age to enter into a contract in your jurisdiction or if you do not have the authority to accept these Terms of Use. If you are under 18, please do not attempt to use the Marketplace Service or send any information about yourself to us, including your name, address, telephone number, or email address. If we learn that we have collected personal information from anyone under age 18 without verification of parental consent, we will delete that information as quickly as possible.

1.3. Changes. We reserve the right to change the terms or specifications of any Marketplace Service in our discretion, with or without prior written notice to the Users, by replacement of text of these Terms of Use or by changing the information on the Website or by written notice to you. Any changes will take effect immediately unless otherwise stated in the notice of change. If any amendment is unacceptable to you, your only recourse is to terminate relations with SEMrush. Your continued use of the Marketplace Service following our notice of change will constitute a binding acceptance of these Terms of Use, as amended.

1.4. Suspension or Termination of Service. Notwithstanding anything stated or implied to the contrary in these Terms of Use, we may at any time, without derogating from our other rights under these Terms of Use, applicable law or otherwise, suspend or terminate any or all of Marketplace Service, effective immediately upon issuance of a written notice. Such suspension or termination may also apply, as the case may be, to specific jurisdictions, lines of business and otherwise or to a specific customer or a group of Users. Notwithstanding the foregoing, with respect to Users of the Marketplace Service, whenever reasonably possible, such Users may be given up to thirty (30) days prior notice of suspension or termination of their use of the Marketplace Service.

1.5.        Third Party Services. We reserve the right to use third party service providers in the provisions of all or part of the Marketplace Service including, but not limited to, hosting providers, payment processing services, information and communication services, analytics services, internet advertising platforms, advertising service providers and platforms. Where any of the aforementioned services are provided by third parties, the User may be subject to such third party’s terms and conditions. We accept no responsibility for services provided by any third party.

2. ACCESS TO AND USE OF MARKETPLACE SERVICE.

2.1. User Representations. By using the Marketplace Service, you represent and warrant that (a) all information you provide us is truthful, legally obtained and accurate; (b) you will maintain the accuracy of such information; (c) you are at least 18 years of age and have the capacity and authority to enter into this agreement; and (d) your use of the Marketplace Service does not violate any third party rights, any applicable law or regulation.

2.2. Acceptance. By using the Marketplace Service, you agree:

2.2.1. with these Terms of Use, SEMrush Terms of Service and you fully authorize us to obtain, process, store, use and transmit your personal data in accordance with our Privacy Policy, accessible at: https://www.semrush.com/company/legal/privacy-policy/ , which forms an integral part of these Terms of Use.

2.2.2. that SEMrush has the right to collect and process the anonymized data, collected via the Marketplace Service and use it for analytics, and specifically publicly distribute the analytical information containing the anonymized information.

2.3. Use of Marketplace Service. To use the Marketplace Service, you should register on our Website as described herein, subscribe to the Marketplace Service and/or fill in and confirm the content order form (hereinafter “Order”) if you want to order the content, provide us contact and billing details, pay the price specified on the Website or otherwise specified by SEMrush in writing. SEMrush may request you to provide clarifications and details with regard to the Order and/or may reject any Order in its sole discretion.

2.4. Registration; Billing. To register as a user, you have to create a user account on the Website by following registration procedures and instructions set forth therein. There is no cost to create a SEMrush user account. However, in order to access paid features of the Marketplace Service, you will be required to provide billing details. As a User of the Marketplace Service, you agree to notify us promptly of any changes to your billing details.

2.5. Prohibited Uses. You are expressly prohibited from using the Marketplace Service in any of the following ways or for any of the following purposes:

2.5.1. No Illegal Purpose. You may not use the Marketplace Service for any illegal or unauthorized purpose, including in any way that violates copyright or other applicable laws.

2.5.2. No Tampering. You may not use the Marketplace Service in a way that is detrimental to the operation of the Marketplace Service or the access or use of the Marketplace Service by anyone else. You will not upload or transmit viruses, worms or any other destructive code. The restriction in this section applies to any use that interferes or attempts to interfere with the normal operations of the Marketplace Service, including by hacking, deleting, augmenting or altering the Marketplace Service.

2.5.3. Permission Required. You may not, without our prior written permission and, solely with respect to lease, resale and sublicense, except as may be specifically stated herein or allowed by SEMrush in writing, (a) copy, distribute (including by framing any of the Marketplace Service on any website), modify, enhance, translate, reproduce, sell, resell, sublicense, rent, lease, or otherwise attempt to exploit the Marketplace Service or any data resulting therefrom; (b) decompile, disassemble, reverse engineer, or otherwise attempt to discover the source code; (c) make derivative works of the Marketplace Service; (d) remove, obscure, or alter any copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Website or the Marketplace Service; (e) modify another website so as to falsely imply that it is associated with the Marketplace Service, SEMrush or any other SEMrush products or services; or (f) make the Website or the Marketplace Service or any part thereof available to others in a service undertaking or outsourcing arrangement or for any other commercial time-sharing, data processing or other third party use.

2.5.4. Automatic Inquiries. All automatic inquiries are prohibited.

2.6. Assignment. A User may not assign, transfer, exchange, pool or barter any of its rights or obligations under these Terms of Use, unless expressly permitted by SEMrush in writing. Any violation of the foregoing restrictions is grounds for immediate suspension of User’s use of the Marketplace Service and further termination of these Terms of Use.

3. FEES AND SETTLEMENT.

3.1. Service Fees. With respect to the Marketplace Service, User will be charged the fees set forth by SEMrush on the Website or otherwise specified by SEMrush in writing (the “Marketplace Fees”). Marketplace Fees, unless explicitly shown during the process of payment and following confirmation thereof, are exclusive of value added tax and any additional or other taxes, charges or duties which may be imposed in connection with any and all payments made or due hereunder and shall, if applicable, be borne, respectively registered and duly declared by User.

3.2. Promotional Giveaways. From time to time we may offer promotional giveaways of the Marketplace Service, subject to the specific rules that we will announce at the time of any such promotional giveaway. Users shall bear sole responsibility for any and all income tax consequences that may result from their winning any such giveaway. Further, solely to the extent required by applicable laws, Users agree to submit to us duly completed tax forms, to enable us to make all required filings with tax authorities.

3.3. Change in Marketplace Fees. Marketplace Fees may be changed and/or new charges may be introduced in addition to Marketplace Fees upon provision of  thirty (30) days’ prior written notice by SEMrush to the User. Notwithstanding the foregoing, the Marketplace Fees may be increased, immediately and with contemporaneous notice from SEMrush, in the event of (a) any change in the services or fees of our third party service providers; (b) changes in the Marketplace Service which are made at your request; or (c) delays and/or other issues due to User failure to fulfill User obligations or due to User request to delay work for any reason.

3.4. Payment. Any Marketplace Fees shall be paid by User during the process of subscribing to the Marketplace Service and/or during the process of submitting the Order, or within 30 (thirty) days from issuance of the relevant invoice by SEMrush, or as otherwise offered by SEMrush in writing, at the option of the User by credit card or another payment method accepted on the Website. Any bank fees and charges shall be borne solely by User.

3.5. Refund policy. Marketplace Fees for the Marketplace Service may be refundable in whole or in part at our sole discretion. Repeated purchase of the Marketplace Service and cancellations, followed by requests for refunds, by a User may, in our sole discretion, be deemed to be in bad faith, and we reserve the right to withhold the Marketplace Service to any such offending User and refuse any refund otherwise available to such User.

4. MARKETPLACE SERVICE SUBSCRIPTION.

In order to get access to the Marketplace Service with expanded functionalities, you should subscribe to the Marketplace Service and pay the price as described on the Website.

 

5. CONTENT DELIVERY.

5.1. Placing an Order. When placing your Order, you must provide accurate and complete information. Your Order must not infringe upon the rights of third parties, including without limitation copyrights, moral rights, trademarks and service marks. You may not submit any pornographic, obscene, slanderous, libelous, or other degrading Orders. You are solely responsible for the information you provide us and any consequences thereof, including without limitation any possible consequences and misunderstandings, in case you provide us with inaccurate and/or incorrect and/or unfaithful information.

5.2. Changes in the Order. You can send us clarifications and changes with regard to your Order  before its confirmation. You must not change your Order once we receive confirmation from you. Any alterations to confirmed Order are considered as additional Order, thereby requiring additional payment.

5.3. Acceptance of the Content. Once your Order would be completed, it would be posted to your account on the Website for review. Upon your written request, SEMrush may send you the notification to your email with regard to the completion of the Order. You can: (i) accept the ordered content; or (ii) request a revision within 3 (three) calendar days from the receipt of the (revised) content, with a maximum of 3 (three) revision requests per 1 (one) ordered content; or (iii) reject the ordered content only after at least one revision request.

5.4. Revision Request. In case of revision request, the term for execution of the Order may be extended. If User did not provide the revision request within 3 (three) calendar days from receipt of the relevant (revised) content,  the content deemed to be accepted by User without objection.

6. RIGHTS TO ACCEPTED CONTENT.

You have no rights to or ownership of any content until the ordered content would be accepted and paid in full. Once the content would be accepted and paid in full, the User would have the right to publish, perform, display, reproduce, distribute, create derivative works and sell the ordered, accepted and fully paid content in any type of media including, but not limited to, print and or online media throughout the world.

7. TERMINATION.

7.1. Termination Right. Either party may terminate these Terms of Use at any time in its sole discretion with written notice to the other. Notwithstanding anything stated or implied to the contrary in these Terms of Use, SEMrush reserves the right to terminate the User’s access to the Marketplace Service immediately without notice for abusive or fraudulent activity, for failure to comply with these Terms of Use, or for any other reason in its sole discretion.

7.2. Effect of Termination. Upon termination of these Terms of Use, all rights of the affected User with respect to the use of the Marketplace Service shall terminate immediately. 

8. CONTACTS.

We are always available to be reached by phone at +1 (855) 814-4510, or by e-mail at marketplace@semrush.com .

IN ANY MATTER NOT COVERED BY THESE TERMS OF USE THE PARTIES HERETO SHOULD REFER TO SEMRUSH TERMS OF SERVICE.

Last updated: November 19, 2019.

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