SEO Variants Inc. Privacy Policy & Terms of Service

SUBSCRIPTION AGREEMENT

SEOVARIANTS INC.  (“SEOVARIANTS”) PROVIDES SOFTWARE AS A SERVICE OFFERINGS AS DESCRIBED ON SEOVARIANTS’ WEBSITE SEOVARIANTS.COM AND IN SEOVARIANTS ORDER FORM (AS DEFINED BELOW). 

THIS SUBSCRIPTION AGREEMENT (“AGREEMENT”) GOVERNS CUSTOMERS’ (AS DEFINED BELOW) ACQUISITION AND USE OF SEOVARIANTS’ SERVICES. CAPITALIZED TERMS HAVE THE MEANINGS SET FORTH IN THIS MASTE SERVICE AGREEMENT.

IF A CUSTOMER REGISTERS FOR A FREE TRIAL OF SEOVARIANTS’ SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL.

BY ACCEPTING THIS AGREEMENT, WHETHER BY (1) CLICKING A BOX ON A WEBPAGE OR OTHER ONLINE FORM INDICATING ACCEPTANCE OF THIS AGREEMENT, (2) EXECUTING AN ORDER THAT INCORPORATES THIS AGREEMENT BY REFERENCE, OR (3) USING FREE SERVICES, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

The Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

SEOVariants’ direct competitors are prohibited from accessing the Services, except with SEOVariants’ prior written consent.

This Agreement was last updated on April 30, 2024. 

1. DEFINITIONS

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Beta Services” means SEOVariants services or functionality that may be made available to Customer to try at its option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.

“Confidential Information” has the meaning given to it in section 6 below

“Content” means the content, information and materials made available by SEOVariants to Customer through the Services or, Beta Services.

“Customer Data” means electronic data and information submitted by or for Customer to the Services, excluding Content.

“Customer” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into Orders.

“De-Identified Data” refers to any data that has been de-identified and from which all Confidential Information of any Customer has been removed, including without limitation by the removal of associated  information that identifies or could reasonably be used to identify an individual person or entity, including without limitation Customer. 

“Documentation” means the applicable Service’s documentation and its usage guides and policies, as updated from time to time, accessible via login to the applicable Service.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“Order” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between Customer and SEOVariants or any of their Affiliates, including any addenda and supplements thereto. By entering into an Order, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

“Services” means the products and services that are ordered by Customer under an Order or online purchasing portal and made available online by SEOVariants.

“User” means an individual for whom Customer has purchased a subscription or multiple subscriptions to entitle Customer to make the Service available to such users. 

1. SEOVARIANTS RESPONSIBILITIES
   1. Provision of Services. SEOVariants will (a) make the Services and Content available to Customer pursuant to this Agreement and the applicable Orders, (b) provide applicable SEOVariants standard support for the Services to Customer at no additional charge, and/or upgraded support if purchased, (c) use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which SEOVariants shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond SEOVariants’ reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving SEOVariants employees), Internet service provider failure or delay, or denial of service attack, and (d) provide the Services in accordance with laws and government regulations applicable to SEOVariants’ provision of its Services to its Customers generally (i.e., without regard for Customer’s particular use of the Services), and subject to Customer’s and Users’ use of the Services in accordance with this Agreement and the applicable Order.
   2. Protection of Customer Data. SEOVariants will maintain appropriate administrative, physical, and technical safeguards designed for the protection of the security, confidentiality and integrity of Customer Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by Customer or Users). Upon request by Customer made within 30 days after the effective date of termination or expiration of this Agreement, SEOVariants will make Customer Data available to Customer for export or download as provided in the Documentation. After such 30-day period, SEOVariants will have no obligation to maintain or provide any Customer Data, and as provided in the Documentation will thereafter delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control, unless legally prohibited. 
   3. AI Services. The Services may from time to time include an option to use third-party artificial intelligence-powered services integrated into the SEOVariants Service (“AI Service”) in order to generate Customer Content (as defined below) or for other purposes. AI Services will be clearly noted as such within the Service. Where you elect to use any AI Service, SEOVariants will opt out of the retention of Customer Data by the third party provider of such AI Service. The output that Customer generates using AI Services is Customer Content. Due to the nature of machine learning, output may not be unique across Customers and the Services may generate the same or similar results across Customers. SEOVARIANTS CANNOT GUARANTEE THE ACCURACY, COMPLETENESS OR SUITABILITY OF ANY OUTPUT FROM ANY AI SERVICE. CUSTOMER IS SOLELY RESPONSIBLE FOR INDEPENDENTLY CHECKING AND VERIFYING THE ACCURACY, COMPLETENESS OR SUITABILITY OF ANY OUTPUT FROM ANY AI SERVICE. 
   4. Beta Services. From time to time, SEOVariants may make Beta Services available to Customer at no charge. Customer may choose to try such Beta Services or not in its sole discretion. NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS” SECTION AND “INDEMNIFICATION BY SEOVariants” SECTION BELOW, ALL BETA SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND SEOVARIANTS SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO ANY BETA SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE SEOVARIANTS’ LIABILITY WITH RESPECT TO THE BETA SERVICES PROVIDED SHALL NOT EXCEED [$1,000.00]. WITHOUT LIMITING THE FOREGOING, SEOVARIANTS AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF THE BETA SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, (B) CUSTOMER’S USE OF THE BETA SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) DATA PROVIDED BY BETA SERVICES WILL BE ACCURATE. 
2. USE OF SERVICES AND CONTENT
   1. Subscriptions. Unless otherwise provided in the applicable Order or Documentation, (a) Services are purchased as subscriptions for the term stated in the applicable Order or in the applicable online purchasing portal, (b) subscriptions for Services may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by SEOVariants regarding future functionality or features.
   2. Usage Limits. Services and Content are subject to usage limits specified in Orders. Use in excess of any usage limits may result in additional fees payable in accordance with the “Invoicing and Payment” section below.
   3. Customer Responsibilities. Customer will (a) be responsible for Users’ compliance with this Agreement, Documentation and Orders, (b) be responsible for the accuracy, quality and legality of Customer Data, the means by which Customer acquired Customer Data, Customer’s use of Customer Data with the Services, and the interoperation of any third party applications with which Customer uses Services or Content, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify SEOVariants promptly of any such unauthorized access or use, and (d) use Services and Content only in accordance with this Agreement, Orders and applicable laws and government regulations.
   4. Usage Restrictions. Customer will not (a) use any Service for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in an Order, (b) sell, resell, license, sublicense, distribute, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c) use any Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use any Service to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or its related systems or networks, (g) permit direct or indirect access to or use of any Services in a way that circumvents a contractual usage limit, or use any Services to access, copy or use any of SEOVariants intellectual property except as permitted under this Agreement, an Order, or the Documentation, (h) modify, copy, or create derivative works of any Service or any part, feature, function or user interface thereof, (i) frame or mirror any part of any Service or Content, other than framing on Customer’s own intranets or otherwise for its own internal business purposes or as permitted in the Documentation, nor (j) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or Content or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services are within the scope of any patent.
3. FEES AND PAYMENT
   1. Fees. Customer will pay all fees specified in Orders. Except as otherwise specified herein or in an Order, (a) fees are based on Services and Content subscriptions purchased and not actual usage, (b) payment obligations are non- cancelable and fees paid are non-refundable, and (c) quantities purchased cannot be decreased during the relevant subscription term. For Customers subscribed  during any early access period, SEOVariants reserves the right to increase fees upon 30 days’ notice to Customer (“Fee Increase Notice”). Customer may terminate the Services and Content subscriptions subject to such fee increase by providing SEOVariants written notice within 15 days of receipt of the Fee Increase Notice.
   2. Invoicing and Payment. SEOVariants will invoice Customer in advance and otherwise in accordance with the relevant Order. Unless otherwise stated in the Order, invoiced fees are due 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to SEOVariants and notifying SEOVariants of any changes to such information. If a purchase order number is required by Customer but not provided by Customer within 30 days of execution of the applicable Order, then an invoice will be sent and shall be payable without a purchase order reference.
   3. Suspension of Service and Acceleration. If any charge properly owing by Customer under this or any other agreement for services is 30 days or more overdue, SEOVariants may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full, provided that SEOVariants will give Customer at least 10 days’ prior notice that its account is overdue, in accordance with the “Manner of Giving Notice” section below for billing notices, before suspending services to Customer.
   4. Payment Disputes. SEOVariants will not exercise its rights under the “Overdue Charges” or “Suspension of Service and Acceleration” section above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
   5. Taxes. SEOVariants’ fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If SEOVariants has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, SEOVariants will invoice Customer and Customer will pay that amount unless Customer provides SEOVariants with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, SEOVariants is solely responsible for taxes assessable against it based on its income, property and employees.
4. PROPRIETARY RIGHTS AND LICENSES
   1. Reservation of Rights by SEOVariants. Subject to the limited rights expressly granted hereunder, SEOVariants, its Affiliates and its licensors reserve all of their right, title and interest in and to the Services and Content, including all of their related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein. 
   2. Access to and Use of Content. Customer has the right to access and use applicable Content subject to the terms of applicable Orders, this Agreement and the Documentation.
   3. License by Customer to SEOVariants. Customer grants SEOVariants, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, use, transmit, and display any Customer materials and content created by or for Customer using any Service (“Customer Content”), and Customer Data, each as appropriate for SEOVariants to provide and ensure proper operation of the Services and associated systems in accordance with this Agreement. Customer further grants SEOVariants permission to access Customer’s third party instances (including without limitation Shopify) to access Customer Data and Customer Content made available through such third party provider and otherwise as appropriate for the interoperation of that third party service with the Service. Subject to the limited licenses granted herein, SEOVariants acquires no right, title or interest from Customer or its licensors under this Agreement in or to any Customer Data or Customer Content. Notwithstanding the foregoing, SEOVariants may use, reproduce, sell, publicize, or otherwise exploit De-Identified Data in any way, in its sole discretion, including without limitation aggregated with data from other Customers.
   4. License by Customer to Use Feedback. Customer grants to SEOVariants and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and make and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of SEOVariants’ or its Affiliates’ services.
5. CONFIDENTIALITY
   1. Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data; Confidential Information of SEOVariants includes the Services and Content, and the terms and conditions of this Agreement and all Orders (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without knowledge of any breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional SEOVariants services.
   2. Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care). Neither party will disclose the terms of this Agreement or any Order to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section.
   3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
6. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS
   1. Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
   2. SEOVariants Warranties. SEOVariants warrants that during an applicable subscription term (a) SEOVariants’ security Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, (b) SEOVariants will not materially decrease the overall security of the Services, (c) the Services will perform materially in accordance with the applicable Documentation, and (d) SEOVariants will not materially decrease the overall functionality of the Services. For any breach of a warranty above, Customer’s exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below.
   3. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SERVICES PROVIDED FREE OF CHARGE, CONTENT AND BETA SERVICES ARE PROVIDED “AS IS,” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER.
7. MUTUAL INDEMNIFICATION
   1. Indemnification by SEOVariants. SEOVariants will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that any Service infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by SEOVariants in writing of, a Claim Against Customer, provided Customer (a) promptly gives SEOVariants written notice of the Claim Against Customer, (b) gives SEOVariants sole control of the defense and settlement of the Claim Against Customer (except that SEOVariants may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) gives SEOVariants all reasonable assistance, at SEOVariants’ expense. If SEOVariants receives information about an infringement or misappropriation claim related to a Service, SEOVariants may in its discretion and at no cost to Customer (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching SEOVariants’ warranties under “SEOVariants Warranties” above, (ii) obtain a license for Customer’s continued use of that Service in accordance with this Agreement, or (iii) terminate Customer’s subscriptions for that Service upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply if (I) the allegation does not state with specificity that the Services are the basis of the Claim Against Customer; (II) a Claim Against Customer arises from the use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by SEOVariants, if the Services or use thereof would not infringe without such combination; or (III) a Claim Against Customer arises from Services under an Order for which there is no charge.
   2. Indemnification by Customer. Customer will defend SEOVariants and its Affiliates against any claim, demand, suit or proceeding made or brought against SEOVariants by a third party alleging that Customer’s Data infringes or misappropriates such third party’s intellectual property rights (a “Claim Against SEOVariants”), and will indemnify SEOVariants from any damages, attorney fees and costs finally awarded against SEOVariants as a result of, or for any amounts paid by SEOVariants under a settlement approved by Customer in writing of, a Claim Against SEOVariants, provided SEOVariants (a) promptly gives Customer written notice of the Claim Against SEOVariants, (b) gives Customer sole control of the defense and settlement of the Claim Against SEOVariants (except that Customer may not settle any Claim Against SEOVariants unless it unconditionally releases SEOVariants of all liability), and (c) gives Customer all reasonable assistance, at Customer’s expense. The above defense and indemnification obligations do not apply if a Claim Against SEOVariants arises from SEOVariants’ breach of this Agreement, the Documentation or applicable Orders.
   3. Exclusive Remedy. This “Mutual Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third-party claim described in this section.
8. LIMITATION OF LIABILITY
   1. Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.
   2. Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
9. TERM AND TERMINATION
   1. Term of Agreement. This Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated.
   2. Term of Subscriptions. The term of each subscription shall be as specified in the applicable Order. Except as otherwise specified in an Order, subscriptions will automatically renew for additional one year terms, unless either party gives the other written notice (email acceptable) at least 30 days before the end of the relevant subscription term. SEOVariants will give not less than 30 days’ advance written notice of any increase in Fees, which increase will take effect either on renewal or termination of the 30-day notice period, whichever is sooner. 
   3. Termination. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
   4. Refund or Payment upon Termination. If this Agreement is terminated by Customer in accordance with the “Termination” section above, SEOVariants will refund Customer any prepaid fees covering the remainder of the term of all Orders after the effective date of termination. If this Agreement is terminated by SEOVariants in accordance with the “Termination” section above, Customer will pay any unpaid fees covering the remainder of the term of all Orders to the extent permitted by applicable law. In no event will termination relieve Customer of its obligation to pay any fees payable to SEOVariants for the period prior to the effective date of termination.
   5. Surviving Provisions. The sections titled “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement, and the section titled “Protection of Customer Data” will survive any termination or expiration of this Agreement for so long as SEOVariants retains possession of Customer Data.
10. GENERAL PROVISIONS
    1. Export Compliance. The Services, Content, other SEOVariants technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. SEOVariants and Customer each represents that it is not on any U.S. government denied-party list. Customer will not permit any User to access or use any Service or Content in a U.S.-embargoed country or region (currently the Crimea, Luhansk or Donetsk regions, Cuba, Iran, North Korea, or Syria) or as may be updated from time to time or in violation of any U.S. export law or regulation.
    2. Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.
    3. Entire Agreement and Order of Precedence. This Agreement is the entire agreement between SEOVariants and Customer regarding Customer’s use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Orders) is void, and that the terms of this Agreement shall prevail. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order, and (2) this Agreement. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.
    4. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.
    5. Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
    6. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
    7. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
    8. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Orders), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, SEOVariants will refund Customer any prepaid fees covering the remainder of the term of all subscriptions for the period after the effective date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
    9. Notices, Governing Law, and Venue. This Agreement shall be deemed to have been entered into and shall be construed and enforced in accordance with the laws of either the state of Delaware if you are incorporated in the United States of America or else the Province of Ontario, without giving effect to any conflicts of laws’ statutes. Any controversy, dispute or claim arising out of or related to this Agreement shall be settled in the courts of Delaware if you are incorporated in the United States of America or otherwise by final and binding arbitration to be conducted by an arbitration tribunal in the Province of Ontario, pursuant to the Arbitration Act (Ontario). Any and all disputes with SEOVariants shall be resolved individually, without resort to any form of class action.
    10. Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer. All other notices to Customer will be addressed to the relevant Services system administrator designated by Customer.
    11. Agreement to Governing Law and Jurisdiction. Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules.