The ORGANICRANKINGS.COM Policies and Agreements have been updated as of May 1, 2023.
The ORGANICRANKINGS.COM Subscription Agreement (“Agreement”) is entered into on the Effective Date between Client and ORGANICRANKINGS.COM. Inc., 1105 Tryon Village Drive, Suite 303 #27, Cary, NC 27518 (“ORGANICRANKINGS.COM”). This Agreement includes all terms set forth herein and any terms stated within the Checkout Screen (defined below) that incorporates this Agreement and is attached. Please review the Policies and Agreements. By continuing to use these services and the ORGANICRANKINGS.COM SAAS, you agree to the following Policies and Agreement’s terms. Prior to using the ORGANICRANKINGS.COM SAAS from our website, we will request your explicit consent to the terms, policies and provisions of this Subscription Agreement. In the event that you do not consent to this Subscription Agreement, you must not use the Software for any reason or for any purpose whatsoever.
PLEASE BE AWARE THAT THERE ARE CLASS ACTION AND ARBITRATION PROVISIONS WITHIN THIS AGREEMENT.
By purchasing a Subscription (defined below), using the ORGANICRANKINGS.COM SAAS (defined below), or clicking “Agree”, Client agrees to be bound by this Agreement. ORGANICRANKINGS.COM may make modifications of this Agreement from time to time and may notify Client where it makes such modifications.
1. Definitions.
Capitalized terms in the Agreement are as follows:
“Client” means the client as identified within the Checkout Screen.
“Client Data” means any and all Client data, content, notes, information, or other materials inputted, interfacing, or used within the ORGANICRANKINGS.COM SAAS.
“Documentation” means the content and materials describing the operation of the ORGANICRANKINGS.COM SAAS and any associated features that are made available to Client via ORGANICRANKINGS.COM’s website, which may be updated from time to time.
“Fees” any fees or expenses as set forth within the Checkout Screen.
“Intellectual Property Rights” means any patent, patent application, copyright, moral right, trade name, trademark, trade secret, and any applications or right to apply for registration therefor, computer software programs or applications, tangible or intangible proprietary information, or any other intellectual property right, whether registered or unregistered that are owned by a Party.
“ORGANICRANKINGS.COM SAAS” means the ORGANICRANKINGS.COM branded software as a service known as ORGANICRANKINGS.COM, accessible at www.OrganicRankings.com or otherwise as identified used to assist Client in managing its SEO business and any associated Documentation (defined below), data, code, and other materials made available by ORGANICRANKINGS.COM as generally described on the ORGANICRANKINGS.COM website. The ORGANICRANKINGS.COM SAAS does not include any software development services or professional services.
“Party” and/or “Parties” mean ORGANICRANKINGS.COM or Client in the singular, and ORGANICRANKINGS.COM and Client in the plural.
“Subscription” means Client’s subscription plan to access the ORGANICRANKINGS.COM SAAS which is more fully described in the Checkout Screen.
“Checkout Screen” means the electronic check out screen which sets forth Client’s subscription details, conditions, or additional terms for Clients subscription to the ORGANICRANKINGS.COM SAAS.
“Support” means any support services offered to Client for ORGANICRANKINGS.COM SAAS subject to this Agreement.
“Third Party Software” means software that is owned and controlled by a third party that may be required as a separate purchase, prior to Client accessing the ORGANICRANKINGS.COM SAAS.
2. ORGANICRANKINGS.COM SAAS Subscription.
2.1 ORGANICRANKINGS.COM SAAS Subscription. ORGANICRANKINGS.COM provides the ORGANICRANKINGS.COM SAAS as a subscription and the subscription is ordered through the Checkout Screen. Subject to the terms and conditions of this Agreement and the Checkout Screen and upon timely payment of any Subscription Fees (defined below), ORGANICRANKINGS.COM shall make available the ORGANICRANKINGS.COM SAAS to Client in accordance with this Agreement. Where any portions of the ORGANICRANKINGS.COM SAAS are downloaded, ORGANICRANKINGS.COM grants Client a worldwide, non-exclusive, non-transferable, non-sublicensable, non-assignable, terminable, limited license to use the ORGANICRANKINGS.COM SAAS for the duration of the Subscription. Where the ORGANICRANKINGS.COM SAAS is remotely accessed, ORGANICRANKINGS.COM grants to Client a worldwide non-exclusive, non-transferable, non-assignable, non-sublicensable, limited right to access and use the ORGANICRANKINGS.COM SAAS. Client’s use of the ORGANICRANKINGS.COM SAAS may only be for its own internal commercial purposes. During Client’s Subscription, ORGANICRANKINGS.COM may make updates, modifications, alterations, changes, or removals to the ORGANICRANKINGS.COM SAAS and may update the functionality, user interface, usability, Documentation associated, other documentation, training and educational information of, and relating to the ORGANICRANKINGS.COM SAAS from time to time in its sole discretion and in accordance with this Agreement. Nothing in this Agreement obligates ORGANICRANKINGS.COM to offer any previously offered functionality within any updated version of the ORGANICRANKINGS.COM SAAS. In the event Client’s use of the ORGANICRANKINGS.COM SAAS for processing Client Data exceeds ORGANICRANKINGS.COM SAAS processing limits as further described in the Documentation or ORGANICRANKINGS.COM’s internal policies, ORGANICRANKINGS.COM reserves the right to charge the Client for such increased data volume capacity and shall provide Client notice of such charges in writing. BY USING OUR ORGANICRANKINGS.COM SAAS, SERVICES AND FEATURES YOU AGREE THAT THE ORGANICRANKINGS.COM SAAS USES THE RESOURCES OF YOUR DEVICE SUCH AS BUT NOT LIMITED TO DESKTOP, LAPTOP, IPAD, MOBILE DEVICE TO IMPROVE OUR SERVICES. SIMILAR TO WHEN YOU DOWNLOAD DESKTOP SOFTWARE TO YOUR DEVICE, WE PERFORM THE SAME FUNCTION BY PASSING THE RESOURCES TO YOUR DEVICE TO INCREASE AND IMPROVE SPEED AND PERFORMANCE. THIS MEANS THAT IF YOU ARE USING A MOBILE OR CELLULAR DEVICE AND IF YOU ARE NOT ON AN UNLIMITED PLAN OR CONNECT TO A WIFI NETWORK THEN ADDITIONAL DATA CHARGES MAY APPLY. When you order a subscription we offer an "Unlimited Page Crawl" but this ultimately depends on the amount of allocated memory your device has and can be limited by the amount of resources it has available. Large amounts of information fetching from a scanned website can use a Client's PC processor power or RAM more than usual depending on the number of webpages, links or code captured. The Client acknowledges that: (a) the ORGANICRANKINGS.COM SAAS may not be error-free and that non-material errors in the ORGANICRANKINGS.COM SAAS will not constitute a breach of this Subscription Agreement; the ORGANICRANKINGS.COM SAAS has not been developed to meet the specific requirements of the Client, and accordingly, the Client will be responsible for ensuring that the ORGANICRANKINGS.COM SAAS is suitable to meet the Client’s requirements. Limitations and exclusions of liability. Nothing in the Subscription Agreement will: (a) limit or exclude the liability of a party for death or personal injury resulting from negligence; (b) limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party; (c) limit any liability of a party in any way that is not permitted under applicable law; or (d) exclude any liability of a party that may not be excluded under applicable law, and, if you are a consumer, any statutory rights which you have, which cannot be excluded or limited, will not be affected by the Subscription Agreement. ORGANICRANKINGS.COM will not be liable to the Client for any losses arising out of a Force Majeure Event. ORGANICRANKINGS.COM will not be liable to the Client in respect of any business losses, such as loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill. ORGANICRANKINGS.COM will not be liable to the Client in respect of any loss or corruption of any data, database or software. ORGANICRANKINGS.COM will not be liable to the Client in respect of any special, indirect or consequential loss or damage. ORGANICRANKINGS.COM aggregate liability to the Client will not exceed the greater of the price paid by you for the ORGANICRANKINGS.COM SAAS item giving rise to the damage, or the Fee.
2.2 Third Party Software. The ORGANICRANKINGS.COM SAAS does not include, and ORGANICRANKINGS.COM does not warrant, software obtained from any source other than ORGANICRANKINGS.COM including any Third Party Software, code, data, or other materials provided by Client or a third party. The use of the Third Party Software is subject to any agreements, terms, conditions, or licenses that are solely entered in by and between Client and the Third Party Software provider. Additionally, Client agrees that: (a) it shall abide by all Third Party Software agreements when using the ORGANICRANKINGS.COM SAAS; (b) Client’s use of the ORGANICRANKINGS.COM SAAS shall not interfere with the Third Party Software; (c) all agreements between Client and the Third Party Software provider are solely between Client and the Third Party Software provider and ORGANICRANKINGS.COM is not a party to any such agreements; and (d) Client shall indemnify ORGANICRANKINGS.COM for any claims against ORGANICRANKINGS.COM by the Third Party Software provider caused by Client’s use of the ORGANICRANKINGS.COM SAAS in conjunction with the Third Party Software. ORGANICRANKINGS.COM SAAS and SEO Tutorials are suggestions and advice for you to implement which you take full responsibility for what you use, add or modify to your website or third party websites. That the use of the ORGANICRANKINGS.COM SAAS by the Client in accordance with the terms of this Subscription Agreement will not infringe the Intellectual Property Rights of any third party.
2.3 Client Requirements. Client shall be exclusively responsible for supervision, management and control of its use of the ORGANICRANKINGS.COM SAAS, including without limitation; (a) assuring proper machine configurations, audit controls and operating methods; (b) creating, modifying, entering or reentering Client Data; (c) monitoring and maintaining proper access controls and security for its authorized users; (d) ensuring that all authorized users abide by this Agreement, any Checkout Screen instructions, or other guidelines or instructions issued by ORGANICRANKINGS.COM; (e) complying with all reasonable instructions from ORGANICRANKINGS.COM regarding the ORGANICRANKINGS.COM SAAS; and (f) restricting access to any third parties that are not authorized to access the ORGANICRANKINGS.COM SAAS under this Agreement. The Client may use the ORGANICRANKINGS.COM SAAS for the Client’s business, internal business and/or own private and non-commercial purposes and in accordance with the provisions of this Subscription Agreement such Client's include software developers, web developers, website owners, SEO services, organizations that offer agency services, act as any agency, or otherwise assist third party companies in facilitating web development and SEO services, Clients other than these listed are strictly prohibited from purchasing a subscription or accessing the ORGANICRANKINGS.COM SAAS. Each Client and each of Client’s Authorized Users must also enter into the ORGANICRANKINGS.COM User Agreement (“User Agreement”), where applicable, that governs Client’s use of the ORGANICRANKINGS.COM SAAS. Each Client and each of Client’s Authorized Users must use our web crawlers or our website code capturing software for their own websites or are authorized to do so on any third parties website. Client assumes all responsibility and liability for their use of the ORGANICRANKINGS.COM SAAS and must use the ORGANICRANKINGS.COM SAAS web crawlers and services in accordance to the law.
2.4 Subscription Change. Where Client wishes to change the scope of its Subscription, Client may use its account dashboard to make changes as permitted by ORGANICRANKINGS.COM. Otherwise, the Parties may be required to execute an amendment to this Agreement as required by ORGANICRANKINGS.COM. ORGANICRANKINGS.COM has no obligation to permit any subscription changes requested by Client. Where Client wishes to make a subscription change, ORGANICRANKINGS.COM shall have no obligation to offer any Subscription to the ORGANICRANKINGS.COM SAAS at any pricing previously offered to Client.
2.5 Authorized Users. Client shall be responsible for and solely liable for any authorized user’s use of the ORGANICRANKINGS.COM SAAS, however permitted by Client. Each user associated with the Client that has access to the ORGANICRANKINGS.COM SAAS shall be referred to as an “Authorized User”, whether such use is permitted or unpermitted. Client shall ensure that each Authorized User abides by all obligations of this Agreement and where applicable shall ensure such Authorized User enters into the ORGANICRANKINGS.COM User Agreement and Terms of Use (“User Agreement”), where applicable and abides by all terms of that User Agreement. Client is responsible for ensuring that all Authorized Users maintain the confidentiality and security of the Authorized User’s account. Client is solely liable for all activities of its Authorized Users. Any references to Client in this Agreement include Client’s Authorized Users. ORGANICRANKINGS.COM reserves the right to reject or suspend any Authorized Users at ORGANICRANKINGS.COM’s discretion.
2.6 Relationship with Authorized Users. Please be aware that Client is solely responsible for any interactions with any Authorized Users through the ORGANICRANKINGS.COM SAAS. THE CLIENT AGREES TO HOLD ORGANICRANKINGS.COM FREE FROM RESPONSIBILITY FOR ANY LIABILITY OR DAMAGE THAT MIGHT ARISE OUT OF CLIENT’S ACCESS TO OR INTERACTIONS WITH ANY OF ITS AUTHORIZED USERS. ORGANICRANKINGS.COM IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY AUTHORIZED USER, AND WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH ANY OTHER PARTY ENCOUNTERED ON THE PLATFORM INCLUDING ANY AUTHORIZED USER. Client is solely responsible to any Authorized User for any opinions, advice, or information communicated through the ORGANICRANKINGS.COM SAAS. Any agreements entered into between Client and any party (including any Authorized User) are solely between the parties and ORGANICRANKINGS.COM is not a party to such agreements. Client shall indemnify and hold harmless ORGANICRANKINGS.COM from any claims related to any Authorized Users in accordance with this Agreement. Please be aware that any agreements entered into between an Authorized User and any Client may not abridge any contractual rights of ORGANICRANKINGS.COM as set forth within this Agreement. Client is solely responsible for resolving any issues with any Authorized Users that it encounters on the Platform including but not limited to issuing any refunds, credits, or other re-payment where applicable and ORGANICRANKINGS.COM cannot assist Clients in resolving any issues with an Authorized User. Client agrees that it shall clearly post all refund, payment, and other policies (collectively “Client Policies”) related to any services that it is offering through the ORGANICRANKINGS.COM SAAS to any Authorized Users and shall abide by all such Client Policies when using the ORGANICRANKINGS.COM SAAS.
2.7 Payment Integration. The ORGANICRANKINGS.COM SAAS may permit integration with Third Party Software that accepts and processes payments on behalf of Client. Client shall verify and solely be responsible for ensuring that any payment processing with any Third Party Software is properly configured. ORGANICRANKINGS.COM cannot assist Client with any payment related issues including but not limited to account freezes, holds, chargebacks, or loss of payment processing functionality. Any payment issues must be resolved solely with such Third Party Software provider and ORGANICRANKINGS.COM is not a party to any such agreement.
3. Payment and Pricing.
3.1. Fees. Client shall pay all Fees as specified in any Checkout Screen, all Subscription Fees are prepaid. Any Fees shall be invoiced to the Client from time to time. Where the due date is not otherwise specified in the Checkout Screen, all Fees are due upon issuance. CLIENT AGREES THAT ALL FEES MAY BE CHARGED ON A RECURRING BASIS UNTIL CLIENT TERMINATES ITS SUBSCRIPTION, CLIENT AUTHORIZES ORGANICRANKINGS.COM TO CHARGE CLIENT ON AN AUTOMATICALLY RECURRING BASIS AND AGREES THAT NO FURTHER CLIENT AUTHORIZATION IS REQUIRED TO CHARGE ITS PAYMENT METHOD STORED ON THE ORGANICRANKINGS.COM SAAS. CLIENT AGREES THAT ALL FEES CAN BE MODIFIED AT ANYTIME WITH NOTICE BY ORGANICRANKINGS.COM AND CLIENT WILL AGREE TO THE NEW TERMS IF THE CLIENT CONTINUES TO USE ORGANICRANKINGS.COM SERVICE. CLIENT AGREES THAT LIMITS WITH FEATURES AND SERVICE CAN BE MODIFIED AT ANYTIME WITH NOTICE BY ORGANICRANKINGS.COM. All Fees are non-refundable. Unless otherwise specified, all Fees are in U.S. dollars. Client shall pay the Fees to ORGANICRANKINGS.COM in a method agreed upon between the Parties or as set forth within the Checkout Screen. Failure by Client to pay any Fees in a timely manner may result in the immediate termination or suspension of Client’s access to the ORGANICRANKINGS.COM SAAS.
3.2 Taxes. Client is responsible for any duties, customs fees, or taxes (other than ORGANICRANKINGS.COM’s income tax) associated with the purchase of the ORGANICRANKINGS.COM SAAS provided by ORGANICRANKINGS.COM, (including any related penalties or interest) (“Taxes”), and shall pay the listed Fees without deduction for Taxes.
3.3. Prior to any Term (defined below) renewal as set forth within a Checkout Screen, ORGANICRANKINGS.COM may provide Client written notice that the Fees paid for the ORGANICRANKINGS.COM SAAS may increase prior to the commencement of the new term. Where ORGANICRANKINGS.COM provides such a notice of a Fee increase, Client may provide may provide notice to terminate this Agreement prior to the commencement of the new term by canceling the service through the CANCEL SUBSCRIPTION button located on the subscription page of their account. Where Client does not provide notice of termination through the CANCEL SUBSCRIPTION button located on the subscription page such Fee increase shall be deemed accepted by Client at the commencement of the new Term.
3.4 Delinquencies. Any late payments by Client may accrue interest charges (such charges, “Interest Charges”) in accordance with ORGANICRANKINGS.COM’s billing practices. Client shall pay to ORGANICRANKINGS.COM any Interest Charges as invoiced by ORGANICRANKINGS.COM. Where Client fails to timely pay any invoices, ORGANICRANKINGS.COM may at its discretion suspend its provision of ORGANICRANKINGS.COM SAAS to Client until such invoice is paid. In addition, Client will be responsible for any costs resulting from collections of any undisputed, overdue balance, including, without limitation, reasonable attorneys’ fees and court costs.
3.5 Additional Headcount. The Subscription may be offered on a per head basis. Where the Subscription is offered on a per head basis, Client may increase the number of licenses purchased at any time by providing notice to ORGANICRANKINGS.COM. Any Fees related to an increase in licenses shall be prorated for the Term.
3.6 Refunds and Free Trials. Any refund requests shall be granted at the sole discretion of ORGANICRANKINGS.COM. ORGANICRANKINGS.COM may offer free trials of the ORGANICRANKINGS.COM SAAS, at its discretion, nothing within this Agreement obligates ORGANICRANKINGS.COM to offer any free trials and ORGANICRANKINGS.COM may discontinue its free trial offerings at any time. After the lapse of Client’s free trial Client agrees that ORGANICRANKINGS.COM may charge Client’s payment method on file for any Fees owed to access the ORGANICRANKINGS.COM SAAS and Client agrees that no additional payment authorization is required.
4. Restrictions and Suspension.
4.1. Where applicable, all rights in the ORGANICRANKINGS.COM SAAS not expressly granted under this Agreement are reserved to ORGANICRANKINGS.COM or its licensors. Without limiting the foregoing, Client shall not, and shall not permit others under its control to (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract the source code of the ORGANICRANKINGS.COM SAAS or any component thereof; (b) assign, sublicense, transfer, lease, rent or otherwise distribute or make available the ORGANICRANKINGS.COM SAAS to any third party; (c) use the ORGANICRANKINGS.COM SAAS in a manner contrary to the instructions of ORGANICRANKINGS.COM or any Documentation provided; or (d) use the ORGANICRANKINGS.COM SAAS to create, deliver training on, improve (directly or indirectly) or offer a substantially similar product or service. (e) the Client must not copy or reproduce the ORGANICRANKINGS.COM SAAS or any part of the ORGANICRANKINGS.COM SAAS other than in accordance with the Subscription Agreement granted; sell, resell, rent, lease, loan, supply, distribute, share, redistribute, publish or republish the ORGANICRANKINGS.COM SAAS or Subscription Agreement or any part of the ORGANICRANKINGS.COM SAAS; modify, alter, adapt, translate or edit, or create derivative works of, the ORGANICRANKINGS.COM SAAS or any part of the ORGANICRANKINGS.COM SAAS; reverse engineer, decompile, disassemble the ORGANICRANKINGS.COM SAAS or any part of the ORGANICRANKINGS.COM SAAS; use the ORGANICRANKINGS.COM SAAS to create any automated tool or service capable of being accessed by anyone other than the User authorized by the Client; utilize the ORGANICRANKINGS.COM SAAS in an unprofessional, irresponsible, malicious or illegal manner. The Client must comply with the terms and conditions of any 3rd party API or other data providers accessed via the ORGANICRANKINGS.COM SAAS. Users shall comply with all copyright and data retention requirements when storing and sharing data, images and other items extracted or downloaded using the ORGANICRANKINGS.COM SAAS. The Client accepts the ORGANICRANKINGS.COM’s privacy policy, user agreement and cookie policy which is available at https://www.organicrankings.com/policy/useragreement.php, https://www.organicrankings.com/policy/privacypolicy.php and https://www.organicrankings.com/policy/cookiepolicy.php
ORGANICRANKINGS.COM will provide to the Client email support during the period of the license for the purpose of resolving issues with the ORGANICRANKINGS.COM SAAS raised by the Client acting reasonably; The Client acknowledges that: (a) the the Client's obligation is subject to such limits (as to time spent in relation to an issue and in relation to the Client in aggregate) as the Licensor may determine from time to time; (b) ORGANICRANKINGS.COM’s sole obligation is to make reasonable endeavors to resolve issues raised by the Client; (c) ORGANICRANKINGS.COM does not warrant or represent that issues raised will be solved by means of the support services; and (d) ORGANICRANKINGS.COM will not provide any on-site support under this Subscription Agreement. (e)ORGANICRANKINGS.COM may subcontract any of its obligations to any third party.
4.2. ORGANICRANKINGS.COM may suspend Client’s access to, or use of, the ORGANICRANKINGS.COM SAAS, if in ORGANICRANKINGS.COM’s discretion it believes that (a) there is a significant threat to the functionality, security, integrity, or availability of the ORGANICRANKINGS.COM SAAS or any related content, code, or data (b) Client is accessing or using the ORGANICRANKINGS.COM SAAS to commit an illegal act; or (c) there is a violation of any agreements between the Parties. When reasonably practicable and lawfully permitted, ORGANICRANKINGS.COM will provide Client with advance notice of any such suspension. ORGANICRANKINGS.COM will use reasonable efforts to re-establish the ORGANICRANKINGS.COM SAAS promptly after ORGANICRANKINGS.COM determines that the issue causing the suspension has been resolved. Any suspension under this section shall not excuse Client from Client’s obligation to make payments under this Agreement. The Client must not permit any person or entity other than the authorized Client to use the ORGANICRANKINGS.COM SAAS or to exercise any of the other rights granted by the Client to the Licensor in this Subscription Agreement. This Subscription Agreement will terminate immediately and if (a) the Client breaches any provision of this Subscription Agreement; (b) the Client: (i) is dissolved; (ii) ceases to conduct all (or substantially all) of its business; (iii) is or becomes unable to pay its debts as they fall due; (iv) is or becomes insolvent or is declared insolvent; or (v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors; (c) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the Client; (d) an order is made for the winding up of the Client, or the Client passes a resolution for its winding up; or (e) (where the Client is an individual) the Client dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.
5. Proprietary Rights and Client Data.
5.1. ORGANICRANKINGS.COM’s Proprietary Rights. The ORGANICRANKINGS.COM SAAS is sold as a subscription and purchasing such subscription does not give Client any ownership rights to any ORGANICRANKINGS.COM Software. ORGANICRANKINGS.COM retains all right, title and interest in and to all the ORGANICRANKINGS.COM SAAS, along with all general techniques, methods, processes, routines, documentation, tools, concepts, inventions, patterns, algorithms, techniques and know-how developed previous to or during the Subscription term. Further, Client acknowledges that the structure, organization, and code of the ORGANICRANKINGS.COM SAAS and all software components thereof are proprietary to ORGANICRANKINGS.COM and/or ORGANICRANKINGS.COM's licensors and that ORGANICRANKINGS.COM and/or its licensors retains exclusive ownership of the ORGANICRANKINGS.COM SAAS, Documentation, trademarks, and any and all other Intellectual Property Rights relating to the ORGANICRANKINGS.COM SAAS, including all modifications, derivatives, and other software and materials developed hereunder by ORGANICRANKINGS.COM, and all copies thereof. Client shall not remove any proprietary, copyright, trademark, or service mark legend from any portion of any of the ORGANICRANKINGS.COM SAAS, including but not limited to any modifications, derivatives, compiled reports, Documentation, and other software and materials developed by ORGANICRANKINGS.COM. Client shall not sell, copy, reproduce, transfer, publish, disclose, display or otherwise make available the ORGANICRANKINGS.COM SAAS or any portions of the ORGANICRANKINGS.COM SAAS including any modifications, enhancements, derivatives, and other software and materials developed hereunder by ORGANICRANKINGS.COM to others in violation of this Agreement. Client agrees to make all necessary and reasonable efforts to comply with the above provisions in a manner which Client takes to secure and protect its own intellectual property. All rights not expressly granted are reserved for ORGANICRANKINGS.COM.
5.2. Trademarks. “ORGANICRANKINGS.COM, Inc.”, “ORGANICRANKINGS.COM”, and any other trademarks and service marks adopted by ORGANICRANKINGS.COM to identify the ORGANICRANKINGS.COM SAAS and other ORGANICRANKINGS.COM products and services belong solely to ORGANICRANKINGS.COM. Client has no rights in such marks except as specified in writing between the Parties. Client may not publicly display the ORGANICRANKINGS.COM logo, its marks without express written consent from ORGANICRANKINGS.COM.
5.3. Feedback. If Client provides ORGANICRANKINGS.COM any suggestions or feedback regarding the ORGANICRANKINGS.COM SAAS (“Client Feedback”), then ORGANICRANKINGS.COM may use the Client Feedback without obligation or payment to Client, and Client hereby irrevocably assigns to ORGANICRANKINGS.COM all right, title, and interest in that Client Feedback.
5.4 Client Data. Client owns all Client Data provided to ORGANICRANKINGS.COM. Title to Client Data and any copy thereof remains with Client. Notwithstanding Client's ownership of its Client Data, Client grants to ORGANICRANKINGS.COM a limited, royalty-free, fully paid up, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Client Data for the purposes of providing the ORGANICRANKINGS.COM SAAS contemplated under this Agreement. Client represents and warrants: (a) it owns all title, right, and interest in the Client Data; (b) the Client Data is not currently the subject of in any litigation with any third parties, (c) the Client Data does not infringe on the intellectual property rights of any other party; and (d) that all Client Data is compliant with all laws and regulations of Client and ORGANICRANKINGS.COM’s jurisdictions. During Client’s use of the ORGANICRANKINGS.COM SAAS, Client shall not upload any Client Data that is in violation of any United States’ state or federal laws. In addition, Client grants ORGANICRANKINGS.COM the right to use such Client Data to help diagnose problems with ORGANICRANKINGS.COM SAAS, provide Client support, and to develop, enhance, or improve the ORGANICRANKINGS.COM SAAS. ORGANICRANKINGS.COM is not responsible for lost or destroyed Client Data, which loss or destruction shall be at Client's sole risk. Any Client Data shall be subject to the ORGANICRANKINGS.COM Privacy Policy and Cookie Policy. All Client Data shall be subject to any relevant user content provisions (including all licenses) as set forth within the User Agreement, where applicable. Clients are required to comply with copyright and data retention laws when storing or sharing data, images, or other items extracted or downloaded using the ORGANICRANKINGS.COM SAAS Software.
6. Term and Termination.
6.1. Agreement Term. This Agreement will begin on the Effective Date and continue as set forth within the Checkout Screen and renew as stated. The initial term for the Subscription shall be stated at the Checkout Screen term (the “Initial Term”) and shall automatically renew for additional renewal terms (“Renewal Term(s)”) of equal length as the Initial Term (the Initial Term and Renewal Term are each collectively referred to as the “Term”). Where no Initial Term is stated, the Initial Term shall be monthly and each Renewal Term shall be monthly.
6.2. Termination for Breach. Either Party may terminate the Agreement if the other Party breaches any material term of the Agreement and fails to cure that breach within one (1) day after receipt of written notice of such breach by the non-breaching Party.
6.3 Termination of Subscription. Client may terminate the Subscription by canceling through its user account located within the ORGANICRANKINGS.COM SAAS. Where Client terminates its subscription during any Term, Client’s subscription shall continue through the end of such Term and Client shall be obligated to pay for any fees incurred during such Term. ORGANICRANKINGS.COM may terminate this Agreement or Client’s Subscription for convenience by providing notice to Client through its user account or email provided.
6.4. Effect of Termination. Upon expiration or termination of this Agreement: (a) the rights granted by one Party to the other will immediately cease except where such right is required to perform an obligation set forth in this Agreement; (b) all Fees pre-paid to ORGANICRANKINGS.COM shall not be refunded and Fees accrued until termination and owed by Client are immediately due upon receipt of a final invoice from ORGANICRANKINGS.COM; and (c) upon request, each Party will use commercially reasonable efforts to return or destroy all Confidential Information of the other Party and certify that it has done so in writing. Where Client has timely paid for all fees, Client at ORGANICRANKINGS.COM’s discretion may be able to download and export any Client Data stored within the ORGANICRANKINGS.COM SAAS.
7. Confidentiality.
7.1. Confidentiality Obligation. “Confidential Information” means any information disclosed by a Party about its business affairs, products and services, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, designated as confidential orally or in writing by either Party, or any information that the receiving Party knows, or has reason to know, is confidential or proprietary based upon its treatment by the disclosing Party. ORGANICRANKINGS.COM shall use industry standard security and encryption measures to handle any Client Confidential Information stored on the ORGANICRANKINGS.COM SAAS.
7.2. Sharing Client Data. Through the ORGANICRANKINGS.COM SAAS, the Client may be able to share Confidential Information with third parties. Client is solely responsible for ensuring that any Confidential Information shared with a third party remains confidential and for any access controls related to any Confidential Information stored on the ORGANICRANKINGS.COM SAAS. ORGANICRANKINGS.COM shall have no liability to Client for Client or its Authorized User’s sharing of any Confidential Information or Client Data shared with any third parties.
8. Warranties.
8.1 ORGANICRANKINGS.COM SAAS Warranty. ORGANICRANKINGS.COM represents and warrants that the ORGANICRANKINGS.COM SAAS will generally conform in accordance with any Documentation provided. Client’s sole and exclusive remedy, and ORGANICRANKINGS.COM’s entire liability for breach of the limited warranty in this Section 8.1, shall be correction of the warranted non-conformity or, if ORGANICRANKINGS.COM fails to correct the warranted non-conformity after using reasonable commercial efforts, ORGANICRANKINGS.COM may terminate access to the non-conforming ORGANICRANKINGS.COM SAAS and refund the fees paid by Client for the ORGANICRANKINGS.COM SAAS for the remainder of the term (starting on the date Client reported the non-conformity). ORGANICRANKINGS.COM represents and warrants that it shall exercise commercially reasonable efforts to keep the ORGANICRANKINGS.COM SAAS free of all computer viruses, Trojan horses, and comparable malicious code intended to harm the Client’s systems (collectively, “Virus”) provided that ORGANICRANKINGS.COM shall not be responsible for any such Virus that is placed on the ORGANICRANKINGS.COM SAAS by a Client, or its Authorized Users or any third party.
8.2 Authority. Each Party warrants that it has full power and authority to enter into this Agreement.
8.3 No Lawsuits. Each Party represents and warrants that entering into this Agreement shall not, to the best of the Party’s knowledge, violate a third-party right or interest or that there is any pending lawsuit or litigation that would preclude it from entering into this Agreement.
8.4. Client acknowledges that any Client Data or reports generated, obtained or acquired through the use of the ORGANICRANKINGS.COM SAAS is used at Client's sole risk and discretion. As Client inputs all Client Data, ORGANICRANKINGS.COM is not liable or responsible for any results generated through Client’s use of the ORGANICRANKINGS.COM SAAS.
8.5. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, NEITHER ORGANICRANKINGS.COM NOR ITS AFFILIATES PROVIDE ANY OTHER REPRESENTATIONS OR WARRANTIES REGARDING THE ORGANICRANKINGS.COM SAAS, AND TO THE FULLEST EXTENT PERMITTED BY LAW DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS, TERMS AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, QUALITY, FREEDOM FROM VIRUS, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTIES, TERMS AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ORGANICRANKINGS.COM OR ELSEWHERE WILL CREATE ANY WARRANTY, TERM OR CONDITION UNLESS EXPRESSLY STATED IN THIS AGREEMENT.
9. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR DAMAGES OTHER THAN DIRECT DAMAGES, INCLUDING THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR TECHNOLOGY, LOSS OF PROFITS, OR FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES ON ANY THEORY OF LIABILITY, WHETHER IN STATUTE, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE TOTAL LIABILITY OF EITHER PARTY EXCEED THE LESSER OF THE TOTAL AMOUNTS PAID BY CLIENT TO ORGANICRANKINGS.COM DURING THE SIX (6) MONTHS PRIOR TO THE DATE THE CLAIM ARISES, OR TWENTY FIVE THOUSAND US DOLLARS ($25,000), WHICHEVER IS LESSER. THE LIABILITY LIMITATIONS IN THIS PARAGRAPH (AND OTHERWISE IN THE AGREEMENT) DO NOT LIMIT OR EXCLUDE DAMAGES FOR BODILY INJURY OR DEATH OR OTHER DAMAGES THAT UNDER APPLICABLE LAW CANNOT BE LIMITED OR EXCLUDED. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO THE FOLLOWING SECTIONS 10 (INDEMNITY) AND 3 (PAYMENT AND PRICING) AND ANY FEES OWED.
10. Indemnity.
10.1. IP Indemnity. ORGANICRANKINGS.COM shall indemnify and hold Client, its directors, officers, or employees, harmless from and against relating to or arising out of any third-party claim alleging that the ORGANICRANKINGS.COM SAAS infringes or misappropriate any patent, copyright, or trade secret of a third party, and ORGANICRANKINGS.COM shall pay all damages finally awarded or costs of settlement of the claim provided that Client: (1) provides ORGANICRANKINGS.COM prompt written notice of any claim; (2) gives ORGANICRANKINGS.COM sole control of the defense and settlement of the claim; and (3) provides all reasonable assistance in connection with the claim. If Client’s rights to use the ORGANICRANKINGS.COM SAAS are, or in ORGANICRANKINGS.COM’s opinion could be, enjoined due to an indemnified claim, then ORGANICRANKINGS.COM may, at its sole discretion and expense: (a) procure for Client the right to continue using the ORGANICRANKINGS.COM SAAS according to the terms of this Agreement, (b) modify the ORGANICRANKINGS.COM SAAS such that it operates with materially equivalent functionality without infringing or misappropriation, or (c) if neither of the foregoing options is commercially reasonable, terminate the Subscription and refund any Fees paid for the Subscription prior to any indemnification claim in this Section 10.1.
10.2 Exclusions. The indemnity provided by ORGANICRANKINGS.COM under this Agreement does not extend to claims arising from or relating to (a) Client’s use of any Third Party Software provided by Client; (b) modifications by Client to the ORGANICRANKINGS.COM SAAS not provided by or approved in writing by ORGANICRANKINGS.COM; (c) Client’s use of the ORGANICRANKINGS.COM SAAS in combination with any data, software, or hardware not provided by ORGANICRANKINGS.COM to the extent the alleged infringement would not have occurred without the combination; (d) Client’s use of the ORGANICRANKINGS.COM SAAS that is outside the scope of permissible use as defined by ORGANICRANKINGS.COM; or (e) allegedly infringing activities that continue after ORGANICRANKINGS.COM has informed Client in writing of and made available to Client at no additional charge a version of the ORGANICRANKINGS.COM SAAS that would have avoided the alleged infringement.
10.3. Additional Indemnity. Client will indemnify and hold ORGANICRANKINGS.COM, its directors, managers, officers, members, employees and agents, harmless from and against all liabilities, losses, costs, damages and expenses, (including reasonable attorneys' fees and court costs), relating to or arising out of any third-party claim alleging: (a) any information or results obtained through use of the ORGANICRANKINGS.COM SAAS by Client; (b) any claim arising from Client or its Authorized User’s use of the ORGANICRANKINGS.COM SAAS; and (c) that the Client Data used in connection with the ORGANICRANKINGS.COM SAAS violates, infringes or misappropriate the Intellectual Property Rights of a third party.
11. Availability and Support
11.1 Availability. The ORGANICRANKINGS.COM SAAS shall be generally available and accessible; however, ORGANICRANKINGS.COM cannot make any guarantees regarding any up-time or availability. From time to time the ORGANICRANKINGS.COM SAAS may be unavailable due to regular maintenance, repair, or system updates generally and where practicable ORGANICRANKINGS.COM shall notify Client of such unavailability.
11.2 Support Levels. During the term of this Agreement ORGANICRANKINGS.COM shall maintain generally available support. Support requests shall be resolved by priority level at ORGANICRANKINGS.COM’s discretion. For any support issues please contact support@organicrankings.com.
12. Miscellaneous
12.1. Publicity. Client may state publicly that it is a user of the ORGANICRANKINGS.COM SAAS, and ORGANICRANKINGS.COM may identify Client as a user of the ORGANICRANKINGS.COM SAAS, provided that any such statements shall conform with the trademark usage guidelines provided by one Party to the other.
12.2. Assignment. The Agreement may not be assigned by either Party by operation of law or otherwise, without the prior written consent of the other Party, which consent will not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign this Agreement in its entirety (including the Checkout Screen), without consent of the other Party, in connection with a merger, acquisition, corporate reorganization, or the sale of all or substantially all of the assets of the business to which the Agreement relates.
12.3. Conflicting Terms. Except as otherwise set forth. this Agreement shall supersede all other agreements between the Parties including the User Agreement. Where a Checkout Screen directly and explicitly supersedes or modifies any terms within this Agreement, such language shall supersede this Agreement.
12.4. Entire Agreement. The Agreement along with any Checkout Screen, Privacy Policy, and User Agreement sets out all terms agreed between the Parties and supersedes all other agreements between the Parties relating to its subject matter. In entering into the Agreement, neither Party has relied on, and neither Party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in the Agreement.
12.5. Export Controls. Client agrees to comply with all export and re-export restrictions and regulations of the Department of Commerce and any other United States or foreign agencies and authorities in connection with Client’s use of the ORGANICRANKINGS.COM SAAS. In particular, but without limitation, the ORGANICRANKINGS.COM SAAS may not, in violation of any laws, be exported or re-exported (1) into any U.S. embargoed country or (2) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. Client represents and warrants that the Client is not located in, under the control of, or a national or resident of any such country or on any such list.
12.6. Force Majeure. Except for the timely payment of Fees, neither Party will be liable for failure or delay in its performance under the Agreement to the extent caused by circumstances beyond its reasonable control including but not limited to an act of God, war, insurrection, riot, strike or labor dispute, contagion, shortage of materials, fire, explosion, flood, government requisition or allocation, breakdown of or damage to plant, equipment or facilities, interruption, internet or telecommunications outage, fuel supplies or electrical power, embargo, boycott, order or act of civil or military authority, legislation, regulation or administrative rules, or any inability to obtain or maintain any governmental permit or approval.
12.7. Governing Law, Arbitration, and Class Action. This Agreement shall be governed by the laws in force in the state of North Carolina. The offer and acceptance of this contract is deemed to have occurred in the state of North Carolina. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement and is hereby expressly excluded. Any dispute relating in any way to Client’s use of the ORGANICRANKINGS.COM SAAS (including any Authorized User’s use) shall be submitted to confidential arbitration in Raleigh, North Carolina. Any and all disputes arising out of or relating to this Agreement or usage of the ORGANICRANKINGS.COM SAAS, including fraud in the inducement, whether in contract or tort, law or equity, shall be resolved by final arbitration before one arbitrator in accordance with the then applicable rules of Judicial Arbitration and Mediation Implementation Services, Inc. and its then binding rules found at https://www.jamsadr.com/rules-comprehensive-arbitration/. Arbitration shall be conducted by one (1) arbitrator and in English. Judgment upon any award rendered by the arbitrator may be entered by any state or federal court having jurisdiction thereof. If any party to this Agreement brings an action to enforce its rights hereunder or to interpret or apply this Agreement, the prevailing party shall be entitled to recover all of its costs and expenses, including legal interest thereon and all of its reasonable attorneys’ fees and costs incurred in connection with such action. Any claim or cause of action arising out of, related to or connected with this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever banned. The dispute resolution procedures in this section shall not apply prior to a party seeking a provisional remedy related to claims of misappropriation or ownership of intellectual property, confidential information, or trade secrets such remedies abovementioned requiring injunctive relief shall be heard in a court of competent jurisdiction located within Raleigh, North Carolina.
CLIENT UNDERSTANDS AND AGREES THAT CLIENT AND ORGANICRANKINGS.COM MAY EACH BRING CLAIMS IN ARBITRATION AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS. CLIENT UNDERSTANDS AND AGREES THAT THE PARTIES BOTH ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING.
12.8. Independent Contractors. The Agreement will not be construed as creating an agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between the Parties; the Parties will at all times be and remain independent contractors.
12.9. No Third-Party Beneficiaries. The Agreement does not confer any benefits on any third party unless it expressly states that it does. This Agreement has been mutually drafted and any ambiguity shall be defined by its plain meaning.
12.10. Notices. All notices shall be provided to Client through Client’s account or email address listed within Client’s account. Any notices for arbitration or disputes shall be provided in writing to ORGANICRANKINGS.COM. Inc., 1105 Tryon Village Drive, Suite 303 #27, Cary, NC 27518 ATTN: Arbitration (delivery confirmation and receipt required). All other notices may be provided electronically to support@organicrankings.com. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable).
12.11. Severability and Waiver. In the event that any provision of the Agreement (or any portion hereof) is determined by a court of competent jurisdiction to be illegal, invalid or otherwise unenforceable, the provision (or portion) will be enforced to the extent possible consistent with the stated intention of the Parties, or, if incapable of enforcement, will be deemed to be severed and deleted from this Agreement, while the remainder of the Agreement will continue in full force. The waiver by either Party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach.
12.12. Survival. Any portion of the Agreement that a reasonable Party would deem to survive termination of this Agreement shall survive including but not limited to: Payment Obligations, Restrictions, Proprietary Rights, Effect of Termination, Indemnification, Confidentiality, Arbitration, Choice of Law, Client Data, Limitation of Liability, relevant Checkout Screen provisions, and Miscellaneous.
12.13 Amendments. From time to time, ORGANICRANKINGS.COM may amend this Agreement, the Privacy Policy, or the User Agreement. Where such amendment is material, Client may be required to agree to the amended Agreement. Client’s continued use of the ORGANICRANKINGS.COM SAASs after such amendment shall constitute acceptance of such amended terms.
The Parties agree to this Agreement and all terms set forth within the Checkout Screen.