Terms of Service
Updated: July 11, 2019
These Terms of Service (this “Terms”) constitute a legal agreement between you (both the individual accessing the Service and any single legal entity on behalf of which such individual is acting) (“you”) and Seomatic Advertising Solutions Ltd. ("Our", "Us", and "Seomatic") regarding the Service (as defined below) made available to you through our website [https://seomatic.app] (the "Website").

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES (AS DEFINED BELOW).  BY CLICKING THE “I ACCEPT” BUTTON  LOCATED AT THE BOTTOM OF THIS PAGE YOU ARE INDICATING THAT YOU HAVE READ THESE TERMS, UNDERSTAND THEM, AND AGREE TO BE LEGALLY BOUND BY THEM.  IF YOU DO NOT AGREE TO ANY OF THESE TERMS OR ARE NOT AUTHORIZED TO BIND THE ENTITY ON BEHALF OF WHICH YOU ARE ACTING, PLEASE DO NOT ACCESS OR USE THE SERVICE.  WITHOUT LIMITING THE FOREGOING, ACCESSING OR USING ANY PORTION OF THE SERVICE INDICATES THAT YOU ACCEPT THESE TERMS AND REPRESENT THAT YOU ARE AUTHORIZED TO BIND SUCH LEGAL ENTITY.

We reserve the right to update these Terms and such update shall come into effect 30 days from the date the notice was posted on the Website. We encourage you to read these Terms carefully and use it to make informed decisions. By using the Services, you agree to the Terms and your continued use of the Services constitutes your ongoing agreement to the Terms. Our privacy policy as well as any additional terms provided by us together with these Terms govern your use and access to the Services (“Agreement”).
1.    LICENSE; IP RIGHTS
  • Seomatic shall provide you with a limited, non-exclusive, revocable, non-sublicensable, non-transferable right to access and use our Search Engine Optimization Service (“Service”). In order to use the Service you will be required to provide us with basic information upon subscribing to the Service, including but not limited to a user name, passwords, key words relevant to your website, location, business phone number, business email and the name of your company or entity. You will be able to use the Services after you purchase a subscription and provide the foregoing details ("Subscription").
  • You hereby grant Seomatic a limited, non-exclusive license to use, copy and reproduce any information used or uploaded by you when using the Service (“Customer Information”) solely to the extent required to perform the Service. You acknowledge and agree that Seomatic will not be liable for any Customer Information and any use thereof, including, without limitation, for any errors or omissions, or for any infringement of third party's rights, loss or damage of any kind incurred as a result of the use or display of any Customer Information.

    Any Customer information you provide us during access to and use of the Service is governed by Seomatic’s Privacy Policy available at [insert link]. By using the Service, you agree to the collection, use, and sharing of your information as set forth in our Privacy Policy.
  • You are not obligated to provide us feedback, suggestions, requests for enhancements, recommendations or corrections with respect to the Service under this Agreement ("Feedback"). However, if you do provide us with Feedback you hereby grant us a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services.  
  • ​In addition, we use cookies and other automated means of data collection on our Website. Please read our Privacy Policy to understand how we use cookies and such other automated means on the Website. 
  • All intellectual property rights in the Service and any part thereof, including any and all derivatives, changes and improvements thereof, and any landing pages created as part of providing the Services (the "Seomatic Technology") lie exclusively with Seomatic.
2.    WARRANTIES; RESTRICTIONS
Each party represents and warrants that (i) this Agreement constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with the terms of this Agreement, and (ii) the execution and delivery of this Agreement and its performance hereunder will not violate any applicable law, rule or regulation.

You represent and warrant that the Customer Information used or uploaded by you while using the Services will not violate any third party's rights including without limitation intellectual property rights.

During the applicable period of Subscription, you may not (a) sell, resell, sublicense, distribute, or make available the Service to a third party; (b) copy, modify, distribute, create derivative works, translate, port, reverse engineer, decompile, or disassemble any portion of the Services; (c) may not use the name, trademarks, trade-names, and logos of Seomatic; and (d) may not publish or perform any benchmark tests or analyses relating to the Service. Any breach of the terms under this Agreement shall be determined in our sole discretion, may result in the immediate suspension or termination of the Services.

You may not use Seomatic Services for any Fraudelant Activity. "Fraudulent Activity" means any activity or use of the Service that encourages conduct that: (i) is considered a criminal offense or could give rise to civil liability, or violates any applicable law, regulation or order of any court or tribunal (including without limitation, privacy laws and the Children's Online Privacy Protection Act of 1998); (ii) adversely affects public or private infrastructure or equipment; (iii) violates any third party right including without limitation, intellectual property rights; (iv) use, endorsement, or promotion of which is, or promotes, adult content, pornographic, obscene, excessively profane, racist, offensive, threatening, infringing, excessively violent, libelous, gambling-related, discriminatory, promotes illegal drugs, tobacco, alcohol or arms trafficking, counterfeiting money, violates export control laws, creates a risk to a person's safety or health, compromises national security or interferes with an investigation by law enforcement officials, or is misleading or deceptive, or is any type of malware or spyware. If at Seomatic's reasonable judgment You have promoted or conducted Fraudulent Activity while using the Service, Seomatic may, at its sole discretion (i) terminate the Agreement, immediately, by written notice to You; or (ii) take any measures needed to prevent or correct such Fraudulent Activity.
3.    DISCLAIMER
EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE PROVIDE THE SERVICE UNDER THIS AGREEMENT TO YOU ON AN "AS IS" BASIS AND SEOMATIC MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SEOMATIC SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY AND PERFORMANCE OF THE SERVICES UNDER THIS AGREEMENT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, WE DO NOT WARRANT THAT THE SERVICES UNDER THIS AGREEMENT WILL BE PROVIDED UNINTERRUPTED OR ERROR-FREE.
4.    LIMITATION OF LIABILITY
SEOMATIC SHALL NOT HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL DAMAGES, LOSS PROFITS, LOSS BUSINESS OPPORTUNITIES OR LOSS DATA WITH RESPECT TO THIS AGREEMENT OR THE SERVICES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT SEOMATIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE MAXIMUM AGGREGATE LIABILITY OF SEOMATIC IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID FOR THE SERVICE IN THE THREE (3) MONTHS PRECEDING THE EVENT THAT GAVE RISE TO SUCH LIABILITY CLAIM.
5.    FEES; PAYMENT 
Access to and use of our Services are subject to certain Subscription fees ("Fees") as detailed on our Website. You shall pay the Fees to Seomatic on a monthly basis.

You authorize us to bill your payment instrument as provided by you in advance on a periodic monthly basis. Any taxes applicable to you with regard to transactions made in accordance with these Terms and according to applicable law will be borne exclusively by you.

All amounts payable to Seomatic are exclusive of all taxes, levies or similar governmental charges, however designated, except for taxes based on the net income of Seomatic. If under applicable law taxes are required to be withheld, you shall pay Seomatic an amount such that the net amount after withholding of taxes shall equal the amount that would have been otherwise payable under this Agreement.

All fees are non-cancellable and non-refundable, except as set forth in our refund policy available at [___].

You may choose to pay Seomatic using the services of a third-party payment processors (e.g. BlueSnap) (the “Payment Processor”). Payments of fees will be subject to the terms, conditions and privacy policies of the applicable Payment Processor. We are not responsible for any error by the Payment Processor. If you wish to activate any protection mechanisms offered by a Payment Processor you should do so by contacting the Payment Processor directly. You hereby warrant and represent the individual engaging with us and the Payment Processor for the payment of any fees has the authority to enter into payment obligations on your behalf. You agree to provide such Payment Processor with accurate information regarding your credit card or other payment instrument and to promptly update such information with any changes in your payment information.
6.    TERM AND TERMINATION
These Terms enter into effect on the date you accept them and shall continue until terminated by either party according to these Terms. Each party may terminate the Agreement by providing the other party 24 hours prior written notice.

In addition, each party may terminate this Agreement immediately by giving written notice to the other party if: (i) the other party breaches a material provision of this Agreement and fails to cure the breach within seven days after being given written notice thereof; (ii) the other party is judged bankrupt or insolvent, makes a general assignment for the benefit of its creditors, a trustee or receiver is appointed for such party, or any petition by or on behalf of such party is filed under any bankruptcy or similar laws.

Termination of this Agreement shall not relieve you from your obligations to pay the Fees until the effective date of termination.

Upon termination of Subscription, you must immediately cease all use of the Service under this Agreement.  the license to use the Service and all other rights granted to you hereunder will automatically terminate and You shall not have access to any landing pages created as part of the Service, and (ii) You must immediately cease all use of the Services under this Agreement. 

All provisions which by their nature are meant to survive, shall survive termination of this Agreement.
7.    TRADEMARKS
You permit us to use your name and trademark, among other things, in order for us to provide the Services under this Agreement. You also permit us to use your name and trademark in order to inform that you have joined the Services under this Agreement. Such notice may be provided using our social media outlets.  
8.   MISCELLANEOUS
This Agreement sets forth the entire understanding between the parties with respect to the subject matter herein, and supersedes all prior and contemporaneous written agreements and discussions concerning the subject matter of this Agreement. The failure of either party to enforce at any time the provisions of this Agreement shall not be interpreted to be a waiver of such provisions or of the right of such party to enforce each and every such provision. This Agreement is governed by and construed in accordance with the laws of the State of Israel, without regard to the principles of conflict of laws. Any and all disputes and controversies arising out of or in connection with the Agreement shall be brought exclusively before the courts of Tel-Aviv, Israel. If any clause of this Agreement is determined to be void or unenforceable by a court of competent jurisdiction, such clause shall be interpreted as necessary to give maximum force to the provisions thereof, and the validity and enforceability of the remainder of this Agreement shall not be affected. Customer may not transfer or assign its rights or obligations under this Agreement to any third party. Any such purported assignment contrary to this section shall be void. All notices given under this Agreement shall be in writing and shall be deemed to have been duly given: when delivered, if delivered by messenger during normal business hours of the recipient; when sent, if transmitted by facsimile transmission during normal business hours of the recipient; or on the third business day following posting, if posted by international air mail.