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Sellerly Content Policy

Last revised: May 4, 2020

This Content Policy (the “Policy”) seeks to maintain a positive experience for all of our users by helping you to understand what types of content and uses of our tools are acceptable. If we become aware of content that falls outside the bounds of what is acceptable under this Policy, we may remove it and report it. We also take steps to prevent uses of our services that are contrary to the spirit of this Policy.

Please read the following Policy carefully. If you do not agree with the terms of this Policy, you should not use our services and/or website. By using and posting a comment or any other information on our website you acknowledge that you have read and understood this Policy.

  1. Definitions

    SEMrush Inc. – a company duly organized and existing under the laws of the United States with its affiliates (“SEMrush”, the “Company”) and providing Sellerly Service.

    Sellerly – is Software as a Service tool used by customers via the Internet.

    Sellerly Website – Website located at www.sellerly.com (and any associated sub-domains).

    Sellerly Blog – blog, available at www.sellerly.com/blog/ (including all sub-domains).

    Sellerly Content – means any part of Sellerly’s Website including text, documents, data, studies, flowcharts, diagrams, images, audio and video files and other content uploaded to Sellerly’s Website and created or developed by Sellerly, Sellerly’s employees or third parties who have an appropriate agreement with Sellerly.

    User Content – means any content you post, upload or otherwise make available on our Website, including information, text, graphics, photos or other materials.

    We reserve the right to restrict, suspend, terminate or refuse your access to or use of the Website, in whole or in part, without notice, in our sole discretion.

  2. Your use of sellerly content

    This Policy seeks to maintain a positive experience for all of our users by helping you to understand what types of content and uses of our tools are acceptable. If we become aware of content that falls outside the bounds of what is acceptable under this Policy, we may remove it and report it. We also take steps to prevent uses of our services that are contrary to the spirit of this Policy.

    The use of our services in conjunction with other tools or resources in furtherance of any of the unacceptable uses described below is also prohibited.

    1. Permitted Use

      You may use the Website, and the Information, writing, images and/or other works that you see, hear or otherwise experience on the Website (singly or collectively, the “Sellerly Content”) solely for your non-commercial, personal purpose and/or to learn about Sellerly product and other SEMrush services, and solely in compliance with this Policy.

      Sellerly Content and all other content on our Website may not be copied, reproduced, republished, uploaded, posted, transmitted, distributed or used in any other way unless specifically authorized by us.

      You agree to use the Website and Sellerly Content at your sole risk and that we shall not have any liability to you for the type of information that you may access, including without limitation information that you may find offensive, indecent, or objectionable. We do not warrant the truth or validity of any information provided via the Website by users.

    2. Prohibited Use

      By accessing our Website, you agree that you will not:

      • Use the Website in violation of this Policy;
      • Copy, modify, create a derivative work from, reverse engineer or reverse assemble the Website, or otherwise attempt to discover any source code, or allow any third party to do so;
      • Sell, assign, sublicense, distribute, commercially exploit, grant a security interest in or otherwise transfer any right in, or make available to a third party, the Sellerly Content or services in any way;
      • Use or launch any automated system, including without limitation, “robots”, “spiders”, or “offline readers”, that accesses the Website in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser;
      • Use the Website in any manner that damages, disables, overburdens, or impairs Website or interferes with any other party’s use and enjoyment of the Website;
      • Mirror or frame the Website or any part of it on any other website or webpage;
      • Attempt to gain unauthorized access to the Website;
      • Access the Website by any means other than through the interface that is provided by us in accessing the Website;
      • Use the Website for any purpose or in any manner that is unlawful or prohibited by this Policy;
      • Remove any proprietary notices or labels, including copyright notices, on Sellerly Content.

    You are responsible for knowing and following all local, national or international laws regarding publishing content that are relevant to you or your business.

    Any unauthorized use of any Content or the Website may violate patent, copyright, trademark, and other laws.

    Both you and SEMrush acknowledge and agree that no partnership is formed and neither of you nor SEMrush has the power or the authority to obligate or bind the other.

  3. User content

    Our Website may include features that allow you to share your information, comments, reviews, ideas, concepts, and other texts, photos, pictures and other images (the “User Content”) with us and other users of the Website.

    You are responsible for your use of Sellerly Website, for any User Content you submit to us for post on your behalf on our Website, and for any consequences thereof. As such You should only provide User Content that you are comfortable sharing with others.

    Please note that by sharing User Content through the Website, your User Content may become publicly accessible and be viewed by other users and through third party services and as such User Content will not be subject to any confidentiality restrictions.

    You acknowledge and agree that you cannot delete User Content published on our Website.

    Any content you submit to us shall be subject to the foregoing User Content Policy and terms.

    SEMrush requires and you expressly agree that you will not submit to Sellerly blog any content, or act in a way, which:

    • libels, defames, invades privacy, stalks, is obscene, pornographic, defamatory, fraudulent or tortious, racist, abusive, harassing, threatening or offensive;
    • seeks to exploit or harm children by exposing them to inappropriate content, asking for personally identifiable details for improper purposes or otherwise;
    • infringes any intellectual property or other right of any entity or person, including violating anyone's copyrights or trademarks or their rights of privacy or publicity;
    • violates any law or may be considered to violate any law;
    • transmits under any contractual or other relationship (e.g., inside information, proprietary or confidential information received in the context of an employment or a non-disclosure agreement);
    • advocates or promotes illegal activity;
    • impersonates or misrepresents your connection to any other entity or person or otherwise manipulates headers or identifiers to disguise the origin of the content;
    • advertises any commercial endeavor (e.g., offering for sale products or services) or otherwise engages in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners or sponsored videos, and/or soliciting goods or services) except as specifically authorized on this Website;
    • solicits funds, advertisers or sponsors;
    • includes programs which contain viruses, worms and/or 'Trojan horses' or any other computer code, files or programs designed to interrupt, overload, collapse, destroy or limit the functionality of any computer software or hardware or telecommunications;
    • amounts to a 'pyramid' or similar scheme;
    • restrict or inhibit any other person from using the Website (including without limitation by hacking or defacing any portion of the Website);
    • disobeys any policy or regulations established from time to time regarding use of this Website or any networks connected to this Website; or
    • contains links to other Websites that contain the kind of content, which falls within the descriptions set out above.

    Additionally, you acknowledge and agree that you (and not SEMrush) are responsible for obtaining and maintaining all telecommunications, broadband, and computer hardware, equipment, and services needed to access and use the Website, and paying all charges related hereto.

  4. License to user content

    By providing any User Content and/or communication or material to SEMrush you hereby automatically and irrevocably grant and assign to SEMrush a royalty-free, fully-paid, perpetual, non-exclusive, unrestricted, worldwide license to any and all rights in the User Content including without limitation all copyright, together with all consents (if any) necessary to enable its reproduction, distribution, modification, publishing and/or other use and exploitation including the creation of derivative works, by SEMrush and/or by any person authorized by SEMrush, by any means and in all media now known or hereafter devised, without the requirement to make payment or other reference to you or to any third party or the need to seek any third party permission.

    You represent and warrant that you own the content submitted, displayed, or posted on your behalf by SEMrush on the Website and otherwise have the right to grant the license set forth herein, and the displaying, publishing or posting of any content you submit, and our use thereof does not and will not violate the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other intellectual property rights or other rights of any person or entity.

    Your further, to the extent permissible by law, irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each item of User Content that you submit.

    You confirm that no such User Content will be subject to any obligation, of confidence or otherwise, to you or any other person and that Sellerly shall not be liable for any use or disclosure of such User Content.

  5. Third party content; Obligations regarding content

    User Content created by other users of the Website (the “Third Party Content”) may be subject to additional restrictions besides those set forth in this Policy. While this Policy is our full agreement with you relating to your use of the Website, additional terms may be applicable to Third Party Content. We are not responsible for and do not endorse any Third-Party Content.

    You acknowledge and agree that we reserve the right (but have no obligation) to do one or all of the following, at our sole discretion: (a) evaluate User Content before allowing it to be posted on the Website or any other websites or social media sites; (b) monitor User Content; (c) alter, remove, reject, or refuse to post or allow to be posted on the Website or other websites or social media sites, any User Content, for any reason or for no reason whatsoever, and with or without notice to you; (d) contact you regarding User Content; and/or (e) disclose any User Content, and the circumstances surrounding their transmission, to any third party. We may do any of the foregoing actions in order to operate the Website; to protect Sellerly, the Affiliated Entities, and their respective employees, officers, directors, shareholders, agents, and representatives, and the Website’s users and visitors; to comply with legal obligations or governmental requests; to enforce this Policy; or for any reason or purpose. We shall have no obligation or liability to you for failure to do so or for doing so in any particular manner.

  6. The Website may provide links to other websites and online resources. Links to third-party websites and online resources are provided solely as a convenience to you. If you use these links, you will leave the Website and will be subject to the terms of use and privacy policy applicable to those websites. Such links do not constitute or imply an endorsement, sponsorship, or recommendation by SEMrush of the third-party, the third-party website, or the information on the third-party website. Sellerly is not responsible for the availability of any such website; SEMrush is not responsible or liable for any such websites or the content thereon.

    Your linking to any other off-site pages or other sites is at your own risk.

  7. Downloading files

    SEMrush does not guarantee or warrant that files available for download through the Website will be free of infection by software viruses and other harmful computer code, files or programs.

  8. Indemnification

    You agree to indemnify, defend and hold harmless SEMrush and its related companies, and their respective officers, employees, agents and the assigns of same, from and against any and all loss, costs, expenses (including reasonable attorneys’ fees and expenses), claims, damages and liabilities related to or associated with your use of the Website and any violation of this Policy.

  9. Disclaimer; Limitation of liability; Severability

    SEMRUSH AND ITS SERVICE PROVIDERS, LICENSORS AND SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE WEBSITE OR THE CONTENT FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES, IMAGES, GRAPHICS AND OTHER CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. SEMRUSH AND ITS SERVICE PROVIDERS, LICENSORS AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE WEBSITE AND THE CONTENT, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COMPANY BY ANY MEANS SHALL CREATE ANY WARRANTY NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THIS AGREEMENT. THE CONTENT MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS AND COMPANY MAKES NO WARRANTY THAT ALL ERRORS OR INACCURACIES WILL BE CORRECTED.

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SEMRUSH AND ITS SERVICE PROVIDERS, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER TYPE OF DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR COVER OR LOSS OF USE, DATA, REVENUE OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE, FOR ANY CONTENT, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE, EVEN IF SEMRUSH OR ANY OF ITS SERVICE PROVIDERS, LICENSORS AND SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

    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 POLICY, OR USE OF THE SITE OR Sellerly CONTENT. WITHOUT LIMITATION, YOU (AND NOT Sellerly) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY SUCH LOSS OR DAMAGE.

    IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

    IF ANY PART OF THIS POLICY SHALL BE HELD OR DECLARED TO BE INVALID OR UNENFORCEABLE FOR ANY REASON BY ANY COURT OF COMPETENT JURISDICTION, SUCH PROVISION SHALL BE INEFFECTIVE BUT SHALL NOT AFFECT ANY OTHER PART OF THIS POLICY.

  10. Local regulations

    SEMrush makes no representation that Sellerly Content or other information on the Website are appropriate or available for use outside the United States, its territories, possessions and protectorates. If you choose to access the Website from other locations, you do so on your own initiative and at your own risk.

    You are responsible for complying with local laws, if and to the extent local laws are applicable. You specifically agree to comply with all applicable laws concerning the transmission of technical data exported from the United States or the country you reside in.

  11. Digital Millennium Copyright Act

    If you are a copyright owner or an agent thereof, and you believe that any content hosted on the Website infringes your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing us with the information listed in the below DMCA Notice in writing (see 17 U.S.C § 512(c)(3) for further detail). Upon receipt of the Notice as described below, SEMrush will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged material from the Website. You acknowledge that if you fail to comply with all of the requirements listed below, your Notice may not be valid.

    • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
    • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online Website are covered by a single notification, a representative list of such works at that Website;
    • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
    • Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
    • A statement, made by you, that you have a good faith belief that the disputed use of the material is not authorized by the copyright owner, its agent or the law; and
    • A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner, or authorized to act on the copyright owner’s behalf.

    You can report alleged copyright infringement by sending us the notice of claimed infringement by email: noci@semrush.com, indicating all the necessary information specified herein. When sending your notice by electronic mail, please make sure to write DMCA Copyright Notice in the subject line.

    Please be aware that under 17 U.S.C. § 512(f), you may be liable for any damages, including costs and attorneys’ fees incurred by us or our users, if you knowingly materially misrepresent that material or activity is infringing. If you are unsure whether the material you are reporting is in fact infringing, you may wish to contact an attorney before filing a notification with us.

    Counter-Notice. If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the material in your Content, you may send us a counter-notice by email: noci@semrush.com, indicating all the necessary information specified herein.
    To submit a counter-notice, you will need to provide us with the following information: Your physical or electronic signature; Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled:

    • A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and
    • Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which the address is located, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

    To submit a counter-notice, please respond to our original email notification of the removal and include the required information in the body of your reply as we discard all attachments for security reasons.

    Upon receipt of a valid counter-notice, we will promptly forward a copy to the person who filed the original notice. If we do not receive notice within 10 business days that the original reporter is seeking a court order to prevent further infringement of the material at issue, we may replace or cease disabling access to the material that was removed.

  12. Governing Law

    This Policy shall be governed by, construed and enforced in accordance with the laws of the State of Delaware, as they are applied to agreements entered into and to be performed entirely within Delaware without regard to the conflicts of law principles thereof to the extent that such principles would direct a matter to another jurisdiction.

  13. Severability

    If any provision of this Policy shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable for this agreement and shall not affect the validity and enforceability of any remaining provisions. This is the entire agreement between the parties relating to the matters contained herein.

  14. Notices

    All notices, requests, claims, demands and other communications regarding this Policy are welcomed and should be addressed to: noci@semrush.com.

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