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Terms of Use

Terms

Intro

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Terms of Use

Last updated: December 12, 2020

Welcome, and thank you for your interest in Semrush Inc. (“Semrush,” “we,” or “us”). Your access or use of the Services constitutes your agreement to be bound by these Terms. Please read it carefully, as it is a legally binding agreement. Semrush reserves the right to update and change these Terms of use from time to time, so please check back for any changes that may impact you.

License

Semrush design system is provided under MIT License. You can find the description below. You may not use Semrush Design System for any purpose not expressly permitted by this License Agreement.

The MIT License (MIT)

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the “Software”), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

No Warranty

SEMRUSH DESIGN SYSTEM IS PROVIDED “AS IS” AND “WITH ALL FAULTS”. SEMRUSH AND ITS THIRD PARTY LICENSORS DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND GUARANTEES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR ANY PURPOSE. SEMRUSH MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE RELATED TO RELIABILITY, ACCURACY, OR COMPLETENESS OF SEMRUSH DESIGN SYSTEM OR THAT YOUR USE OF SEMRUSH DESIGN SYSTEM WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE. SEMRUSH DESIGN SYSTEM MAY NOT MEET YOUR REQUIREMENTS OR EXPECTATIONS.

As we use third parties services, we have no control over these services. You agree to assume full responsibility and liability for all loss or damage suffered by yourself, any third party service providers, the Company, or any third party as a result of any breach of the Terms of Use.

Ownership of Intellectual Property

You agree that Semrush owns all legal right, title and interest in and to the Semrush products and services, including Semrush design system, including any Intellectual Property Rights inherent therein and related thereto. “Intellectual Property Rights” means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights. Semrush reserves all rights not expressly granted to you.

Limitation of Liability

IN NO EVENT SHALL SEMRUSH BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS OR LOST DATA), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. SEMRUSH SHALL NOT BE LIABLE FOR ANY DAMAGES THAT YOU MAY SUFFER IN CONNECTION WITH THE PERFORMANCE OF SEMRUSH DESIGN SYSTEM. THE ABOVE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW, BUT YOU MAY HAVE OTHER STATUTORY RIGHTS, WHICH THIS AGREEMENT CANNOT CHANGE. The limitations in this Section will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

Applications; Indemnification

You are solely responsible for your Applications, your use of Semrush design system and your compliance with this Agreement. You agree to indemnify, defend and hold Semrush and its affiliates and their respective directors, officers, employees, successors, assigns, insurers, independent contractors and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of any claim relating to (a) your Applications, (b) your use of Semrush design system or (c) your breach of this Agreement. Semrush may participate in defending the claim at its own expense. You may not settle any claim without Semrush`s prior written consent. If you distribute your Applications to others, you agree to require the end users to agree that Semrush has no liability, warranty, or support or other obligations related to your Applications.

General

Severability

If any provision of this Agreement is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained within this Agreement.

No Waiver

The failure of either party to insist upon or enforce strict performance by the other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect. Each waiver shall be set forth in a written instrument signed by the waiving party.

Entire Agreement

This Agreement, including all guidelines and other documents linked or otherwise incorporated or referenced herein, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the parties with respect to the subject matter hereof (including any prior version of this Agreement).

Assignment

All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties to the Agreement and to their respective heirs, successors, permitted assigns and legal representatives. Semrush shall be permitted to assign this Agreement without notice to or consent from you. You shall have no right to assign or otherwise transfer the Agreement, or any of your rights or obligations hereunder, to any third party without Semrush’s prior written consent, to be given or withheld in Semrush’s sole discretion. Nothing in this Agreement limits Semrush’s rights to seek equitable relief.