These Terms and Conditions ("Agreement
") are a legally binding agreement between the user ("User" or" you") of the SEMrush Services described herein and SEMRUSH CY LTD, a company incorporated in the Republic of Cyprus with registration number 324428 ("SEMrush
" or "us
Please make sure you fully understand the contents of this Agreement. If you have any doubts about any of your rights and obligations resulting from your acceptance of this Agreement, please consult us or obtain legal support. IF YOU DO NOT AGREE WITH ANY PROVISION OF THIS AGREEMENT, YOU MAY NEITHER CONTINUE WITH THE PROCESS OF REGISTRATION NOR FURTHER USE THE SERVICES. 1. SERVICES 1.1 Definition.
" means social media and digital marketing services located at www.dtdconference.com (along with any associated sub-domains the "Website"). Among other things, the Services includes internet-advertising campaigns, organization of online conferences and other online services related to online marketing. 1.2. Changes.
We reserve the right to change the terms or specifications of any Services in our discretion, with or without prior written notice to the Users, by replacement of text of this Agreement 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 Services following our notice of change will constitute a binding acceptance of the Agreement, as amended. 1.3. Additional Services.
Unless explicitly stated otherwise, any new features that augment or enhance the currently offered Services, including the release of new SEMrush services on the Website, shall be subject to this Agreement. 1.4. Right to Use Services.
SEMrush hereby grants you permission to use the Services and the Website solely as set forth in this Agreement and in the manner set forth on the Website. In the event of any conflict between the terms of this Agreement and the Website, the terms of this Agreement shall prevail. Any use of the Services other than as set forth in this Agreement or in violation of any term of this Agreement will result in suspension or revocation of your use privileges in our sole discretion. 1.5. Suspension or Termination of Services.
Notwithstanding anything stated or implied to the contrary in this Agreement, we may at any time, without derogating from our other rights under this Agreement, applicable law or otherwise, suspend or terminate any or all of the Services, 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. 1.6. Third Party Services.
We reserve the right to use third party service providers in the provisions of all or part of the Services including, but not limited to, hosting providers, 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. REGISTRATION 2.1. Use of the Services.
You may use the Services either as a registered or as an unregistered User. However, you may not use the Services, either as a registered or an unregistered User if you are not of legal age to enter into a contract in your jurisdiction or if do not have the authority to accept this Agreement. If you are under 13, please do not attempt to register for the Services 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 13 without verification of parental consent, we will delete that information as quickly as possible. Registering as a User may provide you with the following additional benefits over using the Services in a visitor (non-registered) capacity: participation in online conference more fully described on the Website and other settings, etc. 2.2. Acceptance.
By using the Services, you represent and warrant that (a) all registration information you submit is truthful 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 Services does not violate any applicable law or regulation. 2.4. Registration.
To register as a User, you have to fulfill the form on the Website by following registration procedures and instructions set forth therein. There is no cost to register as a User. 2.5. User Responsibilities.
You are responsible for all of the following with respect to your use of the Services:
2.6. Prohibited Uses.
- providing accurate information at all times, including a valid email address;
- obtaining access to the Services, and that access may involve third-party fees (such as Internet service provider or airtime charges); and
- obtaining and maintaining all equipment necessary to access the Services.
You are expressly prohibited from using the Services in any of the following ways or for any of the following purposes:
- No Illegal Purpose. You may not use the Services for any illegal or unauthorized purpose, including in any way that violates copyright or other laws applicable in the United States or applicable to you.
- No Tampering. You may not use the Services in a way that is detrimental to the operation of the Services or the access or use of the Services 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 Services, including by hacking, deleting, augmenting or altering the Services.
- Permission Required. You may not, without our prior written permission and, solely with respect to lease, resale and sublicense, except as may be specifically allowed by SEMrush in writing (i) copy, distribute (including by framing any of the Services on any web site), modify, enhance, translate, reproduce, sell, resell, sublicense, rent, lease, or otherwise attempt to exploit the Services or any data resulting therefrom; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to discover the source code; (iii) make derivative works of the Services; (iv) 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 Services; (v) modify another website so as to falsely imply that it is associated with the Services, SEMrush or any other SEMrush products or services on the Website; or (vi) make the Website or Services 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.
- Inquiries. You agree not to forward (i) more than 10 inquiries per 1 second from one unique IP address, (ii) more than 10 simultaneous inquiries from 1 User, or (iii) more than 2 simultaneous export inquiries.
- Automatic Inquiries. All automatic inquiries are prohibited.
A User may not assign, transfer, exchange, pool or barter any of its rights or obligations under this Agreement or the User registration privileges unless expressly permitted by SEMrush in writing. Any violation of the foregoing restrictions is grounds for immediate User registration termination. 2.8. De-Registration.
If you change your mind and do not want to be the registered User any more, please contact us via email: firstname.lastname@example.org, with title: "Conference De-Registration". Note that doing so will delete all your data and information stored on SEMrush servers and SEMrush will bear no responsibility such loss of data or information. 2.9. Termination by SEMrush.
SEMrush reserves the right to terminate any User registration for abusive or fraudulent activity, for failure to comply with this Agreement, or for any other reason in its sole discretion. 3. OWNERSHIP AND INTELLECTUAL PROPERTY; USE OF TRADEMARKS 3.1 All Rights Reserved.
User acknowledges and agrees that all rights, title, and interest to, any and all intellectual property rights of all types or nature whatsoever, including, without limitation, patent, copyright, trademark, data base rights as well as moral rights, know-how and trade secrets (and any licenses in connection with any of the same), whether or not registered or capable of registration, and whether subsisting in any specific country or countries or any other part of the world, in the Services, the platform used to provide the Services (technology, hardware, software etc.), any code or software (SDK, API etc.) which may be provided to User or for User's use under this Agreement and any work products created and/or delivered herein and related documentation (forming the SEMrush Website and Services) are and will remain solely and exclusively our property and/or the property of SEMrush, SEMrush licensors or affiliates. User is granted no title or ownership rights in the SEMrush Website or Service. User's right to use the Website, Services and any part thereof is strictly limited to the provisions of this Agreement and we reserve all rights not expressly granted herein. 3.2 SEMrush Marks.
SEMrush® and Seoquake® are trademarks, DBAs and trade dress and/or service marks of SEMrush and/or our affiliates and subsidiaries. Other marks, graphics, icons, names and logos used or displayed on or through the Website are trademarks, trade dress and/or service marks ("Marks
") of us and our affiliates and subsidiaries or otherwise are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us and may be subject to such third parties' terms and conditions. User may not use any metatags or any other "hidden text" utilizing any of the aforementioned trademarks, trade dress and/or service marks without our and respective owner's prior written permission. User's right to use the Marks is strictly limited to the manner of use as instructed and approved by us, which right may be revoked or changed at any time at our (or the respective owners' or licensors') sole discretion. User will accordingly change or remove such display of materials immediately upon request by us or the respective Mark owners or licensors. User acknowledges and agrees that User shall not contest the ownership of the Marks on the Website for any reason. User's use or display of Marks will terminate effective upon the termination of this Agreement, suspension of the Services or upon notification by us or the respective owner or licensor to discontinue such use or display. 3.3 User's Marks.
User hereby grants us a worldwide, non-exclusive, unlimited and royalty-free license to use User's brands, names, logos, trademarks, trade names and service marks as used by User for informational and advertising purposes only. 3.4 Feedback.
Users are under no obligation to give SEMrush any ideas, suggestions, comments or other feedback related to the Website, the Services, or the business or operations of SEMrush. If any User shares ideas, suggestions, comments, or other feedback with SEMrush, SEMrush will own such idea, suggestion, comment or feedback. User hereby assigns all of User's right, title, and interest in such idea, suggestion, comment, or feedback to SEMrush and agrees that SEMrush will be free to use and implement same, without restriction or obligation of any kind, without, however, any obligation to do so. 4. TERMINATION 4.1. Termination Right.
Either party may terminate this Agreement at any time in its sole discretion with written notice to the other. 4.2. Effect of Termination.
Upon termination of this Agreement, all rights of the affected User with respect to the use of Website or Services shall terminate immediately. 4.3. Survival.
Upon any termination of this Agreement for any reason, all provisions regarding indemnification, warranty, liability and limits thereon, and confidentiality and protection of proprietary rights and trade secrets, and any provisions which expressly or by their nature are required to survive such termination in order to achieve their purpose, shall so survive until it shall no longer be necessary for them to survive in order to achieve their purpose. 5. WARRANTY DISCLAIMER & LIMITATION OF LIABILITY 5.1. Disclaimer.
Except where prohibited by law, the Services and the Website 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, or non-infringement. We make no warranty that the Services or the Website (a) will meet your requirements; (b) will be available on an uninterrupted, timely, secure, or error-free basis; or (c) will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe. We further make no warranties or representations regarding the accuracy or completeness of the content on any sites linked to the Website. 5.2. Limitation of Liability.
In no event shall SEMrush, its officers, directors, employees, or agents, be liable to you or to any third party for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever arising from or related to either this Agreement, or use of the Services or the Website. Our liability to you for any damages arising from or related to this Agreement, will at all times be limited to the greater of (a) fifty dollars ($50). The existence of more than one claim will not enlarge this limit. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. 5.3. Third Party Products and Services.
SEMrush does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Website or any hyperlinked website or featured in any banner or other advertising, and SEMrush will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of products or services. 5.4. Other Jurisdictions.
We make no representations that the Services or the Website are appropriate or available for use in all locations. Those who access or use the Services or the Website from jurisdictions prohibiting such use, do so at their own volition and are responsible for compliance with local law. 6. INDEMNITY
You agree to defend, indemnify and hold harmless SEMrush and its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (a) your use of and access to the Services and the Website; (b) your violation of any term of this Agreement; or (c) your violation of any third party right, including without limitation any copyright, property, or privacy right. This defense and indemnification obligation will survive the termination of this Agreement and your use of the Services and the Website. 7. MISCELLANEOUS 7.1. EXPORT RESTRICTIONS
. Exports, re-exports, and transfers of SEMrush products and services, including technology, software, software source code, technical data, related technology, and the direct products thereof, including the Website content and the Services (the "SEMrush Items") are subject to US export controls and sanctions, the most important of which are administered by the Commerce Department's Bureau of Industry and Security ("BIS") under its Export Administration Regulations ("EAR"), the Treasury Department's Office of Foreign Assets Controls ("OFAC") under its Foreign Assets Control Regulations, and other applicable export control laws and regulations of non-U.S. government agencies. You may not access, download, distribute, use, export, or re-export the SEMrush Items in violation of United States export laws or regulations, or in violation of any other applicable laws or regulations. You agree to comply with all export laws and restrictions and regulations of any United States or foreign agency or authority, and not to directly or indirectly provide or otherwise make available the SEMrush items in violation of any such restrictions, laws or regulations, or without all necessary approvals, including, without limitation, for the development, design, manufacture or production of nuclear, chemical or biological weapons of mass destruction nor will you use the SEMrush Items for a military end-use or a military end-user in China, Russia or any other country designated in EAR Supplement No. 1 to Part 740, Country Group D1. The SEMrush Items may not be downloaded or otherwise provided or made available, either directly or indirectly, (i) into Iran, Libya, North Korea, Sudan, Myanmar, Syria or any other country subject to U.S. trade sanctions, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department's Table of Denial Orders. By agreeing to this Agreement, you agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list and that you will not share the SEMrush Items with anyone whose status is described in items (i) and (ii) above. 7.2. Assignment.
This Agreement, any part thereof or any rights or obligations under it may not be novated, assigned, outsourced or transferred by you without our advance written consent, but may be assigned by us without restriction or limitations. Any assignment or transfer in violation of the aforementioned provisions shall be deemed null and void. Subject to the forgoing, the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 7.3. Force Majeure.
We shall not be liable for failing or delaying performance of our obligations resulting from any condition beyond our reasonable control, including but not limited to, use of third parties' equipment or services, communications failure, governmental action, war, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances. 7.4. Governing Law; Jurisdiction.
This Agreement and all matters arising therefrom and any dispute arising between the parties in connection with this Agreement shall be governed and construed in accordance with the laws of United States of America and State of Pennsylvania notwithstanding the conflict of law provisions thereof. The federal and/or state courts in the City of Philadelphia, State of Pennsylvania, as applicable, shall have exclusive jurisdiction in any legal proceedings resulting or connected with this Agreement, and the User hereby irrevocably submits to such exclusive jurisdiction. However, this shall not prevent us from bringing any action in the court of any other jurisdiction for injunctive or similar relief. 7.5. Electronic Notices.
You agree to receive communications from us in an electronic form. Electronic notices will be delivered to your email address, which you used for registration purposes, as it may be subsequently changed by you by written notice to us. All communications in electronic format will be considered to be "in writing" and to have been received on the day that we send them. We reserve the right, but assume no obligation, to provide communications in paper format. 7.6. Entire Agreement.
This Agreement is in the English language, which prevails over any translations of it to other languages, made by us and provided to you for your convenience, as applicable. The Service is designed in the English language and its translations into other languages may contain inaccuracies for which we shall not bear any responsibility; we suggest using the English version and resorting to versions in other languages only for references and at your own risk. You also agree to have all communications with us in English. 7.8. No Waiver.
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy; and will not be construed as a waiver of any subsequent breach or default under the same or any other provision of this Agreement. 7.9. Severability.
All the provisions of this Agreement are distinct and severable. If any provision of this Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, unenforceable or illegal, this shall not impair the operation of this Agreement or affect the other provisions which are valid. 8. PRIVACY
We are always available to be reached by e-mail at email@example.com
. Last updated:
December 20, 2017