Last modified: March 30, 2020
These Sellerly Terms of Service ("Agreement") are a legally binding agreement between the user or subscriber ("User" or "you") of the services (as defined hereinafter) and Semrush Inc., as described in General Terms of Service ("SEMrush", "we" or "us").
By registering for the services or by accessing or using the services or website, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement. If you are entering into this Agreement on behalf of a business or other legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case the terms "User", "you" or "your" shall refer to such entity. If you do not have such authority, or if you do not agree with the terms of this Agreement, you must not accept this Agreement and may not use the Services. You acknowledge that this Agreement is a contract between you and SEMrush, even though it is electronic and is not physically signed by you, and it governs your use of the Services.
Please read these Sellerly Terms of Service carefully before using our services. By accessing and using the services in whole or in part you accept and agree to be bound by the Agreement.
We reserve the right, at our sole discretion, to change, modify, update, add, or remove portions of the Terms of Service at any time, with or without notice to you. Please check these Terms of Service for changes. Your continued use of the services after the posting of any changes to the Terms of Service will signify your acceptance of those changes.
- These supplementary Terms of Service form part of the General Terms of Service (located at: https://www.semrush.com/company/legal/terms-of-service/) governing your use of SEMrush services.
- If there is any conflict between these Terms of Service and the General Terms of Service, the General Terms of Service prevail. Any definitions contained in the current version of the General Terms of Service will also apply to these Terms of service.
- "Customer" means the natural or legal person who subscribes and activates the services made available by SEMrush;
- "Services" means all products, software, services and websites made available by SEMrush;
- "Subscription" means the access of a Customer to the Services;
- "Subscription Term" means the period of time that you may use and access the Services as set forth in the applicable order form;
- "User" means Customer's employees, agents, consultants, contractors or other individual users that have been granted the right to access and use the Services by Customer, in the performance of their duties for Customer, and for which Customer has purchased the Services;
- "Order Form" means an online page that allows you to specify and purchase the Services or an ordering document specifying the Services to be provided hereunder that is entered into between you and Us or any of our affiliates;
- "Split test" is a method used for data-driven optimization.
- "SEMrush" means a legal entity providing services on the www.sellerly.com.
- The Sellerly Service is Service as a Software ("SaaS") tool used by Customers via the Internet. The Service may be used by Customer as a suite of online marketing and management tools for Amazon sellers.
- The Service is designed to assist the Customer in selling activities on Amazon but the Customer remains responsible for how the Customer uses the Service and for achieving the intended goals and results of Customer's selling activities. Sellerly Service operates between the Customer and Amazon Marketplace Web Service on which the selling activities are being conducted, and it is the responsibility of the Customer to ensure that the output and results of the Service meet Customer's expectations and requirements.
- We are entitled to produce the Service as it deems appropriate. The Service and Amazon Marketplace Web Service are constantly evolving and, as a result, the features made available on the Service may change. In the event of any substantial or major change to the Service, we will inform the Customer on its website at https://www.sellerly.com/Â or via the Service (e.g., in the platform, via the support center or by email to the email address on record with the service).
- The Service is described in more detail in the platform description which may be updated from time to time by us and is available at https://www.sellerly.com/faq.
- The Service does not include, and we do not offer, any telecommunication or networking services or equipment, security services or systems or hardware or other equipment. If Customer requires any of the foregoing, Customer must obtain such systems, services and equipment at its own expense from third party vendors.
- The Customer undertakes not to use the Service for any unlawful purposes. The Customer also undertakes to comply with our reasonable directions and requests related to the Service.
- The Customer is responsible for complying with all laws, rules and regulations applicable to Customer, including all laws, rules and regulations related to selling activities, advertising and conducting advertising campaigns.
Access and use of Sellerly Service
- You may only use the Service if you have reached the age of majority or legal age in your jurisdiction (generally 18 or over) and can form legally binding agreements under applicable law. If you are under 18 or the legal age of majority in your jurisdiction, you may not use the Service.
- We will provide you access to use the Sellerly according to the terms of this Agreement.
- You must register as a member in the Sellerly Service in order to access and use the Service. All information you provide in your profile must be accurate, you agree and are responsible at all times to maintain, accurate, current, and complete information. It is forbidden to provide a nonexistent email address or an email address which does not belong to you, to impersonate another person or body, or to mislead in any other way regarding your identity.
- You are responsible for ensuring the confidentiality and security of your account information, including your username and password. If you believe your access to or use of the Service has been breached, compromised, or unauthorized, notify us immediately at firstname.lastname@example.org.
- Subject to the Customer's compliance with all the terms of this Agreement, we grant to the Customer a non-exclusive, non-transferable, limited right to access and use the Service.
- As a condition of your use of the Service, you agree to do the following:
- You agree you will comply with all applicable laws, including, without limitations, privacy laws, intellectual property laws, tax laws, and regulatory requirements when accessing or using the Service;
- You agree not:
- attempt to copy, modify, duplicate, create or prepare derivative works from or based upon, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Service in any form or media or by any means;
- access all or any part of the Service in order to build a product or service or feature which competes with the Service;
- attempt to obtain, or assist third parties in obtaining, unauthorized access to the Service;
- license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise make the Service available to any unauthorized third party; or
- reverse engineer, decompile, decode, decrypt, disassemble, or attempt to derive any source code from the our Software (except and only to the extent any foregoing restriction is prohibited by applicable law). If Customer grants any subcontractor, supplier, end-customer or other third party any access to the Service, such subcontractor, supplier, end-customer and third party shall be considered equivalent to the Customer for the purposes of these Terms of Service and the Customer shall be fully responsible and liable for all acts and omissions of such subcontractor, supplier, end-customer and third party as well for ensuring their compliance with this Agreement;
- You agree and acknowledge that the title and all intellectual property rights in and to the Service and any data, documentation, images and/or SEMrush software related thereto are owned and remain vested in SEMrush or a third party. No intellectual property rights of SEMrush shall be transferred pursuant to this Terms of Service. SEMrush agrees that, unless otherwise agreed in this Agreement, Customer-owned materials provided by the Customer to SEMrush in connection with the Service shall remain the property of the Customer and SEMrush agrees that the title and all intellectual property rights in and to such Customer-owned materials remain vested in the Customer.
- SEMrush endeavours to make commercially reasonable efforts to ensure that the Sellerly Service will be available for use on a 24/7 basis excluding temporary maintenance, updating and repairs. SEMrush does not assume any liability for usage interruptions or breaks, but it endeavours to inform the Customer of Service issues whenever reasonably possible. SEMrush does not warrant that the Service will be uninterrupted or error-free. However, SEMrush agrees to use commercially reasonable efforts to be at Customer's disposal in order to support the Customer and to correct any material error or deficiency in the Service.
- The warranty does not cover errors or deficiencies attributable to (a) changes to the Service made by the Customer which have not been approved by SEMrush in writing; (b) use of the Service contrary to these Terms of Service and General Terms of Service, or the written instructions given by SEMrush; (c) use of the Service contrary to the Amazon terms and policies; (d) disturbances or interruptions in the Service due to data network; (e) a service or product not supplied by SEMrush or other similar reason outside of the Service.
- The Customer acknowledges that the use of the Service is dependent on Amazon in which Customer's activities are carried out and that the actions of the Customer and third party data providers may also affect use of the Service. We do not accept any liability for the operation and function of any Customer or third party products, services, actions or omissions including, but not limited to, those of third party data providers, Amazon or any third party that operates in or with Amazon.
- TO THE EXTENT ALLOWED BY MANDATORY LAW, SEMRUSH DOES NOT HAVE ANY OTHER RESPONSIBILITY OR LIABILITY FOR THE SERVICE. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" AND SEMRUSH EXPRESSLY DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, CORRECTNESS AND FITNESS FOR A PARTICULAR PURPOSE.
Term and Termination
- Either party may terminate these Terms of Service 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 Service, SEMrush reserves the right to terminate the Userâs access to the Sellerly Service immediately without notice for abusive or fraudulent activity, for failure to comply with these Terms of Service, or for any other reason in its sole discretion.
- Upon expiration or termination of this Agreement, the Customer is obliged to cease the use of the Service and shall return or, upon SEMrush request, destroy SEMrush material in its possession and upon SEMrush request confirm in writing that it has complied with the aforesaid.
Processing of Data
- SEMrush is entitled to change the working methods, hardware, data communication links, software, user interface or other system components used in the providing the Service.
- Neither Party may assign this Agreement without the other Party's prior written consent. Parties shall, however, be entitled to assign this Agreement in whole or in part to its Affiliates and in the connection with a merger or acquisition process including but not limited to the transfer of business and/or any other corporate transaction or restructuring.
- This Agreement and the information submitted by the Customer during the registration process for the Service constitute the entire agreement with respect to its subject matter and replaces and supersedes any prior written and/or verbal communications.
- If any provision herein is held to be invalid or unenforceable to any extent, then such provision will be interpreted, construed and reformed to the extent reasonably required to render it valid, enforceable and consistent with its original intent.
- Headings in these Terms of Service are for convenience of reference only and shall in no way affect the interpretation of the Agreement.
We are always available to be reached by phone at +1 (855) 814-4510, or by email at email@example.com.