Terms of Service for Subscription Services

BY CLICKING THE “I ACCEPT” BUTTON DISPLAYED ONLINE AS PART OF THE ORDERING PROCESS, REGISTRATION PROCESS, OR SIGNING AN ORDER CONFIRMATION THAT REFERS TO THIS AGREEMENT, YOU(“CLIENT”) AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNING YOUR USE OF KEITARO (“KEITARO”, “WE”, “US”) ONLINE SERVICE, INCLUDING BUT NOT LIMITED TO KEITARO AND THE USE OF SOFTWARE COMPONENTS ON A HOSTED BASIS AND ASSOCIATED SUPPORT OPTIONS (COLLECTIVELY, THE “SERVICE”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE “I DECLINE” BUTTON AND NOT SIGN THE ORDER CONFIRMATION, AND YOU MAY NOT USE THE SERVICE.

Welcome

Subject to the terms of this Agreement, Keitaro will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage. Your registration for, and/or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the Keitaro website incorporated by reference herein, including but not limited to Keitaro’s privacy and security policies. For reference, a Definitions section is included at the end of this Agreement. Keitaro offers multiple products and editions of its products. This Agreement governs all products and services offered through the Keitaro website (the “Site”).

1. Privacy & Security; Disclosure

Keitaro’s privacy and security policies may be viewed online on the Site. Keitaro reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Non-Keitaro customers who receive communications may “opt out” of receiving future marketing and other communications from Keitaro. Keitaro customers will not have the option of opting out unless they terminate their account with Keitaro in accordance with the terms of this Agreement. Keitaro reserves the right to disclose who its customers are, including disclosure on the Site and in its marketing materials.

2. License Grant & Restrictions

Keitaro hereby grants you a non-exclusive, non-transferable, limited, revocable, worldwide right to use the Service during the License Term, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. In the event that your online ordering process or your Order Confirmation provided for a specific number of Users, your license to use the Service is limited to the specified number of Users. All rights not expressly granted to you are reserved by Keitaro and its licensors. You may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking, reverse engineering, or other competitive purposes. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service, Keitaro Technology or the Keitaro Content in any way; (ii) modify or make derivative works based upon the Service, Keitaro Technology or the Keitaro Content; (iii) embed the Service as a “iframe” or “frame” from within another application; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using ideas, features, functions or graphics that are similar to those related to the Service, or (c) copy any ideas, features, functions or graphics of the Service. The Service cannot be shared or used by more than one individual unless (and solely to the extent that) the Order Confirmation allows for sharing within your internal organization. Sharing of the Service outside your organization is never allowed. The proper assignment of username and passwords for the Service and adherence to all terms of this Agreement and Order Confirmation are your sole responsibility. You are responsible for maintaining the confidentiality of your usernames, passwords and accounts. Usernames and passwords may not be shared by more than one individual, and may not be transferred from one individual to another unless the original User no longer requires, and is no longer permitted, access to the Service. You may use the Service only for your internal business purposes and shall not: (i) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (ii) interfere with or disrupt the integrity or performance of the Service or the data contained therein, or Keitaro’s sites, servers or networks; (iii) attempt to gain unauthorized access to the Service or its related systems or networks; or (iv) take any action that imposes an unreasonably or disproportionately large load on Keitaro’s infrastructure. Keitaro shall be entitled to adjust the scope of the Service and the underlying technical infrastructure to reflect the continuing development of the Service and technical advances.

3. Your Responsibilities

You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Keitaro immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Keitaro immediately and use best efforts to stop immediately any copying or distribution of Keitaro Content that is known or suspected by you or your Users; (iii) not impersonate another Keitaro user or provide false identity information to gain access to or use the Service; (iv) not use the Service to defame, abuse, harass, threaten or otherwise violate the legal right of others; (v) publish, post, upload, email, distribute or disseminate any defamatory, misleading, infringing or unlawful content; or (vi) collect, store or transmit personal information about individuals or any information that is subject to applicable privacy laws or regulations.

4. Account Information and Data

Keitaro does not own any keyword data, information, performance data, paid search campaigns or material that you submit to the Service in the course of using the Service (collectively, “Customer Data”). You hereby grant Keitaro a worldwide, royalty-free, non-exclusive right during the License Term to use, reproduce, create derivative works of, distribute, perform, transmit and publish your Customer Data for the sole purposes of (i) processing your Customer Data in connection with providing the Service to you, and (ii) storing or hosting the Customer Data in a remote database or on the Site for access by your Users. Your private Customer Data is accessible only to you and persons explicitly authorized by you; data is NOT shared with other customers, or with any other third party; provided that Keitaro reserves the right to use your Customer Data in order to compile, analyze and disclose to third parties aggregated metrics, data and trends related to the use of its offerings as long as such metrics, data and trends do not contain uniquely identifiable Customer Data. You, not Keitaro, shall have sole responsibility for the accuracy, quality, integrity, legality, appropriateness, and intellectual property ownership or right to use all Customer Data, and Keitaro shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. Use of the Service is subject to existing laws and legal processes. Nothing contained in this Agreement will limit Keitaro’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Service, which may include disclosing your Customer Data to the applicable authorities.

5. Intellectual Property Ownership

Keitaro alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Keitaro Technology, the Keitaro Content and the Service and any derivatives, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service, and any aggregated metrics, data and trends compiled by Keitaro. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Keitaro Technology or the Intellectual Property Rights owned by Keitaro. The Keitaro name, the Keitaro logo, and the product and service names associated with the Service and Keitaro Content are trademarks of Keitaro or third parties, and no right or license is granted to use them hereunder. The Site may include trademarks, service marks or logos of third parties, all of which are the property of their respective owners. In addition, all content published on the Site belongs to Keitaro and/or its licensors under applicable copyright law.

6. Third Party Interactions

During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, are solely between you and the applicable third party. Keitaro and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third party. Keitaro does not endorse any sites on the Internet that are linked through the Service. Keitaro provides these links to you only as a matter of convenience, and in no event shall Keitaro or its licensors be responsible for any content, products, or other materials on or available from such sites. Keitaro provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services. Service features that interoperate with the external networks, websites, and programs depend on the continuing availability of such entities, as the case may be, application programming interface (“API”) and program for use with the Services. If such external entities cease to make their software, programs, and services available, as the case may be, available on reasonable terms for the Services, Keitaro may cease providing such Service features and you shall have no payment obligations with respect to such Service features for periods following such cessation.

7. Charges and Payment of Fees

You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current price of the chosen edition of the Service at the fee currently in effect. All payments must be made in advance. Payments may be made on a monthly, annual or one-time basis, and amounts owed are payable via automated recurring credit card payment or electronic invoices. Any payment can be refunded 30-days after the payment performed, the refund amount can not exceed the amount paid by the Client. You must provide Keitaro with a valid credit card or annual or one-time prepayment as a condition to signing up for the Service. You hereby represent that you are authorized to provide any credit card you use to sign up for the Service. An authorized License Administrator may adjust the Service edition by executing an additional written Order Confirmation or using the web-based customer administration system within the Keitaro product if it applies. Changes to the Service edition will result in an adjustment to your fees, and will be subject to the following: (i) the term for the new fees and new Service edition will be coterminous with the preexisting License Term (either Initial Term or Renewal Term, as the case may be); (ii) Service fees will be the then current, generally applicable license fee; (iii) any fee increase that results from changes made in the middle of a billing month will be charged in full on a pro-rated basis for the portion of the billing month following such change; and (iv) any fee reduction that results from changes made in the middle of a billing month will not take effect until the next billing month and no partial refunds will be given. Keitaro reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are the confidential information of Keitaro, and you agree not to disclose them to any third party.

8. Billing and Renewal

Keitaro charges and collects in advance for use of the Service. Keitaro will automatically renew your subscription as described below, and bill your credit card or submit electronic invoices as mutually agreed upon. The renewal charge will be equal to the Service fee in effect during the prior term, unless Keitaro has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. Keitaro’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Keitaro’s income. You agree to provide Keitaro with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Keitaro reserves the right to terminate your access to the Service in addition to any other legal remedies. All invoices and payments to Keitaro will be in US $. If you believe your invoice is incorrect, you must contact Keitaro in writing within 45 days of the date of the invoice setting forth details regarding the inaccuracy to be eligible to receive an adjustment or credit.

9. Non-Payment and Suspension

In addition to any other rights granted to Keitaro herein, Keitaro reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum rate permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for the Service during any period of suspension. If you or Keitaro initiates termination of this Agreement, you will be obligated to pay the balance due on your account for the applicable Initial Term or Renewal Term, as the case may be, computed in accordance with the Charges and Payment of Fees section above. You agree that Keitaro may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees. Keitaro reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Keitaro has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.

10. Term

This Agreement commences on the Start Date. For all editions or versions of the product, the ”Initial Term” will be as you elect during the online subscription process or as otherwise mutually agreed upon in the Order Confirmation. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) (each, a “Renewal Term”) at Keitaro then current fees, unless either party gives Sufficient Written Notice. “Sufficient Written Notice” will be thirty (30) days prior to the expiration of the Initial Term or applicable Renewal Term, unless otherwise agreed in the Order Confirmation. In the event this Agreement expires or is terminated for any reason, you agree to extract your Customer Data from the Keitaro platform prior to the effective date of such expiration or termination. You agree and acknowledge that Keitaro has no obligation to retain the Customer Data, and may delete such Customer Data 30 days after expiration or termination. The following sections shall survive any expiration or termination of this Agreement: 1, 4, 5, 7, 9, 10 and 13 – 22, 23 (to the extent set forth therein) and 24.

11. Termination for Cause

Any breach of your payment obligations or unauthorized use of the Keitaro Technology or Service will be deemed a material breach of this Agreement. Without limiting its ability to pursue other remedies, Keitaro, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement.

12. Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Keitaro represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Keitaro help documentation (as may be updated from time to time) under normal use and circumstances. In the event the Service fails to perform substantially in accordance with such help documentation, and you promptly notify Keitaro, Keitaro will modify the Service and/or the documentation so that it conforms. The foregoing is your sole and exclusive remedy for Keitaro’s failure to satisfy the foregoing representation. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

13. Mutual Indemnification

You shall indemnify and hold Keitaro, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; (iii) a claim arising from the breach by you or your Users of this Agreement; or (iv) any use or alleged use of your accounts or your passwords by any person, whether or not authorized by you, provided in any such case that Keitaro (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Keitaro of all liability and such settlement does not affect Kitaro’s business or Service); (c) provides to you all reasonably available information and assistance; and (d) has not compromised or settled such claim. Keitaro shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with a claim alleging that the Service directly and knowingly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; provided that you (a) promptly give written notice of the claim to Keitaro; (b) give Keitaro sole control of the defense and settlement of the claim (provided that Keitaro may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Keitaro all reasonably available information and assistance; and (d) have not compromised or settled such claim. Keitaro shall have no indemnification obligation, and you shall indemnify Keitaro pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, services, hardware or business process(es). If as a result of any infringement by the Service (other than as described in the preceding sentence) your use of the Service is enjoined by a court of law, Keitaro will either modify the Service to make it non-infringing, acquire a license for you to continue using the Service, or if neither option is possible, refund to you the applicable fees paid by you in advance.

14. Disclaimer of Warranties

KEITARO AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. KEITARO AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY KEITARO AND ITS LICENSORS.

15. Internet Delays

KEITARO’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. KEITARO IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

16. Limitation of Liability

IN NO EVENT SHALL KEITARO’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, THE KEITARO TECHNOLOGY OR CONTENT, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17. Additional Rights

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

18. Local Laws and Export Control

None of the Keitaro Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government and other applicable governmental bodies for such purposes.

19. Notice

Keitaro may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Keitaro’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in Keitaro’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Keitaro (such notice shall be deemed given when received by Keitaro) at any time by any of the following: letter to Keitaro delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Keitaro, in either case, addressed to the attention of: VP of Finance.

20. Modification to Terms

Keitaro reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

21. Assignment; Change in Control

This Agreement may not be assigned by you without the prior written approval of Keitaro but may be assigned without your consent by Keitaro to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Keitaro directly or indirectly owning or controlling 50% or more of you shall entitle Keitaro to terminate this Agreement for cause immediately upon written notice.

22. Free Trials

In the event that you are being provided with a free trial under this Agreement, all provisions of this Agreement pertaining to warranties by Keitaro, indemnification by Keitaro, payment obligations and similar shall not apply. In addition, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. Further, Keitaro may terminate a free trial at any time and for any reason.

23. General

23.1 Client shall pay all applicable sales, use, transfer or other taxes and all duties, whether international, national, state, or local, however designated, which are levied or imposed by reason of the transaction contemplated hereby, excluding, however, income taxes on profits which may be levied against Keitaro. Client shall reimburse Keitaro for the amount of any such taxes or duties paid or accrued directly by Keitaro as a result of this transaction.

23.2 All agreements between Keitaro and Client shall be governed by, and construed in accordance with, the laws of the Russian Federation except for its conflict of law provisions, without giving any effect to any choice of law provisions thereof that would cause the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms of Service.

23.3 Any litigation based hereon, or arising out of, under, or in connection with these Terms of Service (and all agreements between Keitaro and Client), shall be brought and maintained exclusively in the competent court in Moscow . The parties hereto hereby expressly and irrevocably submit to the jurisdiction of the abovementioned courts for the purpose of any such litigation as set forth above. In addition, each party irrevocably and unconditionally waives application of the procedures for service of process pursuant to the Hague Convention for Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters. The parties hereto hereby expressly and irrevocably waive, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such litigation brought in any such court referred to above and any claim that any such litigation has been brought in an inconvenient forum.

23.4 Each of the parties hereby waives, to the fullest extent permitted by applicable law, any right to a trial by jury in any action or proceeding to enforce or defend any rights under these Terms and Conditions and any amendment, instrument, document or agreement delivered or which may in the future be delivered in connection herewith or therewith, and agrees that any such action or proceeding shall be tried before a court and not before a jury.

23.5 These Terms and Conditions are made solely for the benefit of Client and Keitaro and their respective successors and assigns, and no other person or entity shall have or acquire any right by virtue of these Terms and Conditions.

23.6 Client may not assign any of its rights or delegate any of its duties under these Terms and Conditions without the prior written consent of Keitaro. Despite such consent, no assignment shall release the assignor of any its obligations or alter any of its primary obligations to be performed under these Terms and Conditions.

23.7 Except as otherwise expressly provided in these Terms of Service, these Terms of Service shall bind and inure to the benefit of the successors, assigns, heirs, executors and administrators of Keitaro or Client.

23.8 The relationship of Client and Keitaro established by these Terms and Conditions is that of independent contractors, and neither party is an employee, agent, partner or joint venturer of the other.

23.9 Neither party shall be deemed in default of this Terms and Conditions to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, terrorism, riot, act of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party.

23.10 No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of these Terms and Conditions shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No failure or delay by Keitaro in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

23.11 Except as may be set forth in an written agreement signed between Keitaro and Client, these Terms and Conditions constitute the final, complete, and exclusive statement of the terms of the use of the Keitaro between the Parties and supersedes all prior and contemporaneous understandings or agreements of the parties.

23.12 If any provision of these Terms and Conditions is found to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable it shall be so narrowly drawn, without invalidating the remaining provisions of these Terms and Conditions or affecting the validity or enforceability of such provision.

23.13 If Keitaro prevails in any action, suit, or proceeding arising from or based upon these Terms and Conditions, Keitaro shall be entitled to recover from Client Keitaro’s reasonable attorneys’ fees in connection therewith in addition to the costs of such action, suit, or proceeding.

23.14 The headings in these Terms and Conditions are included for convenience only and shall neither affect the construction or interpretation of any provision in these Terms and Conditions nor affect any of the rights or obligations of the parties these Terms and Conditions.

23.16 Each party acknowledges and agrees that it has had the opportunity to seek the advice of independent legal counsel and has read and understood all of the terms and conditions of these Terms and Conditions. These Terms and Conditions shall not be construed against either party by reason of its drafting.

24. Definitions

As used in this Agreement now or hereafter associated herewith: “Start Date” means the earlier of either the date this Agreement is accepted by selecting the “I Accept” option presented on the screen after this Agreement is displayed or the date listed as the start date on the Order Confirmation; “Initial Term” means the initial period during which you are obligated to pay for the Service equal to the billing frequency selected by you during the subscription process; “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; “License Administrator(s)” means those Users designated by you who are authorized to purchase licenses online through the Site or by executing written Order Confirmations and to create User accounts and otherwise administer your use of the Service; “License Term(s)” means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Order Confirmation(s); “Order Confirmation(s)” means the form evidencing the initial subscription for the Service and any subsequent Order Confirmations submitted online through the Site or in written form, specifying, among other things, the number of Users, if applicable, and other services contracted for (including, if applicable, the Traffic Express Service), the applicable fees, the billing period, the payment method, and other charges as agreed to between the parties, each such Order Confirmation to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Confirmation, the terms of this Agreement shall prevail); “Kietaro” means Keitaro, a Russian Federation registered sole proprietor company; “Keitaro Technology” means all of ThriveTracker’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Keitaro in providing the Service; “Service(s)” means the specific edition of Keitaro’s online search engine marketing services, developed, operated, and maintained by Keitaro, accessible via https://keitarotds.com, https://keitarotds.ru or another designated web site or IP address, and any ancillary online or offline products and services provided to you by Keitaro, to which you are being granted access under this Agreement, including without limitation the Keitaro Technology, the Keitaro Content and any support services agreed to by Keitaro; “User(s)” means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by Keitaro at your request). “Keitaro Content” means any thought leadership published or otherwise made available by Keitaro, including without limitation white papers, blog content, newsletters and any other publications.

Questions or Additional Information

If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to support@keitarotds.com.