SEO4Ajax Terms of Service
Effective February 2, 2016 (previous version available here)
1. Customer's Agreement with Capsule Code
The SEO4Ajax License Agreement (the "Agreement"), defined through the following terms and conditions (the "Terms") is made and entered into by and between Capsule Code and the business entity ("Customer") agreeing to these Terms. "Capsule Code", also referred to as "we", "our" or "us", means Capsule Code SAS, with offices at 49 rue des Noës, 35510 Cesson-Sévigné, France, and its subsidiaries or affiliates involved in providing the SEO4Ajax Service. The "SEO4Ajax Service" means the service Capsule Code makes available through this website, including this website, the SEO4Ajax console ("SEO4Ajax Console"), the SEO4Ajax platform, the SEO4Ajax API, and any other software or services offered by Capsule Code in connection to any of those.
The SEO4Ajax Service is only made available to persons or entities that operate a business, and the SEO4Ajax Service is not made available for personal, family or household purposes.
In order to use the SEO4Ajax Service, Customer must first agree to the Terms. This Agreement is effective as of the date (the "Effective Date") Customer checks the "I have read, understood the general terms and conditions and accept them" checkbox and clicks the "OK" button of the "Create your account" form here. If you are accepting on behalf of Customer, you represent and warrant that: (i) you have full legal authority to bind Customer to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of Customer, to this Agreement. This Agreement governs Customer's access to and use of the SEO4Ajax Service. For an offline variant of this Agreement, you may contact Capsule Code for more information.
Customer may not use the SEO4Ajax Service if Customer is a person barred from receiving the SEO4Ajax Service under the laws of France or other countries, including the country in which Customer is resident or from which Customer uses the SEO4Ajax Service.
Customer agrees its purchases of SEO4Ajax Service are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Capsule Code or any of its affiliates regarding future functionality or features.
2. Customer Account and Use of the SEO4Ajax Service
Customer must provide accurate and complete registration information any time Customer registers to use the SEO4Ajax Service. Customer is responsible for the security of its password and for any use of its account. If Customer becomes aware of any unauthorized use of its password or of its account, Customer agrees to notify Capsule Code as promptly as possible.
Customer's use of the SEO4Ajax Service must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software.
Customer agrees not to (i) access (or attempt to access) the administrative interface of the SEO4Ajax Service by any means other than through the interface that is provided by Capsule Code in connection with the SEO4Ajax Service, unless Customer has been specifically allowed to do so in a separate agreement with Capsule Code, or (ii) engage in any activity that interferes with or disrupts the SEO4Ajax Service (or the servers and networks which are connected to the SEO4Ajax Service).
When applicable, Customer agrees to use the SEO4Ajax Service in accordance with SEO4Ajax Service Level Agreement ("SLA"), which is incorporated herein by reference. Except as set forth in the SLA, Capsule Code does not warrant or guarantee that the SEO4Ajax Service will be always available or available at any particular time, secure or free from errors or defects.
4. Fees for Use of the SEO4Ajax Service
To the extent the SEO4Ajax Service or any portion thereof is made available for any fee, Customer will be required to select a payment plan ("Plan") and commitment period ("Commitment"). The pricing for Plan and Commitment can be found at https://www.seo4ajax.com/pricing (or such URL as Capsule Code may provide). Customer authorizes Capsule Code to monthly charge using Customer's selected payment method, for all applicable fees. Except as otherwise specified: (i) fees are quoted and payable in United States dollars; and (ii) fees are non-cancellable and non-refundable except as required by law. Customer is responsible for providing complete and accurate billing and contact information to Capsule Code. Capsule Code may suspend or terminate the SEO4Ajax Service, in addition to other rights and remedies, if fees are past due.
The fees for Customer's Plan are billed in advance of each billing cycle. Overages, when applicable, are billed at the end of each billing cycle.
Unless Customer notifies Capsule Code before the start of the applicable Commitment that Customer wants to terminate a Plan, Customer's Plan subscription will automatically renew and Customer authorizes Capsule Code to collect the fees for such Plan (as well as any taxes) using Customer's selected payment method.
Capsule Code may change its fees and payment policies for the SEO4Ajax Service by notifying Customer at least fifteen (15) days before the beginning of the billing cycle in which such change will take effect. Changes to the fees or payment policies will be posted on the website (or such other URL Capsule Code may provide from time to time). Any outstanding balance becomes immediately due and payable upon termination of the Agreement for any reason.
Customer is responsible for all taxes. Capsule Code will charge tax when required to do so. If Customer is exempted from applicable taxes, Customer must provide Capsule Code with an official exemption certificate or other appropriate documentation at the time of purchase.
Unless stated otherwise, if the Commitment is for an annual term, Customer will be charged a penalty equal to the minimum between three (3) months of SEO4Ajax Service and half of the remaining fees, if Customer: (i) terminates prior to the end of the then-current annual term; or (ii) downgrades to a lower level of SEO4Ajax Service during the then-current term.
Capsule Code will send an invoice to Customer, through email, each time Capsule Code charges the Customer's selected payment method.
All sums not paid when they become due are automatically subject to interest at a rate of three times the legal interest rate calculated on the amounts due. In this case, according to article L. 441-6 of the french commercial code, Customer will also automatically owe CAPSULE CODE a fixed sum of €40 as compensation for its recovery costs.
5. Content on the SEO4Ajax Service and Take Down Obligations
Customer understands that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) to which Customer may have access as part of, or through Customer's use of, the SEO4Ajax Service are the sole responsibility of the person from which such content originated. All such information is referred to below as the "Content."
Capsule Code reserves the right (but shall have no obligation) to remove any or all Content from the SEO4Ajax Service. Customer agrees to immediately take down any Content pursuant to a take down request from Capsule Code. In the event that Customer elects not to comply with a request from Capsule Code to take down certain Content, Capsule Code reserves the right to directly take down such Content.
Customer agrees that Customer is solely responsible for (and that Capsule Code has no responsibility to Customer or to any third party for) any Content that Customer creates, transmits or displays while using the SEO4Ajax Service and for the consequences of Customer's actions (including any loss or damage which Capsule Code may suffer) by doing so. Customer warrants having full rights on the Content the Customer creates, transmits or displays while using the SEO4Ajax Service, regarding to the European directive on Electronic commerce (#2000/31/EC), the French law for "confidence in electronic commerce" (dated June 21st 2004, #2001-575) and any local compulsory regulation.
Customer agrees that Capsule Code has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted through use of the SEO4Ajax Service. Customer further acknowledges that Customer is solely responsible for securing and backing up any Content.
Customer acknowledges to be informed of Data protection formalities. Customer shall ensure compliance with the provisions of the French law on "Data protection and privacy" of January 6th 1978 amended, and of any subsequent standard that may be enforced. Customer shall undertake to fulfill any steps that may be required to declare data with the French National Data protection and Privacy Committee (CNIL) or any equivalent national body. Customer is responsible for the protection of Data collected and hosted for its business.
As regards the hosting service incidentally made by Capsule Code, pursuant to the Directive 2000/31/EC on Electronic commerce and the article 6 of the French law for "confidence in electronic commerce" (dated June 21st 2004, #2001-575), the responsibility of Capsule Code is excluded. Capsule Code is not liable for the information stored at the request of Customer.
6. Proprietary Rights
Customer acknowledges and agrees that Capsule Code (or Capsule Code's licensors) own all legal right, title and interest in and to the SEO4Ajax Service, including any intellectual property rights which subsist in the SEO4Ajax Service (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
Except as provided in Section 8, Capsule Code acknowledges and agrees that it obtains no right, title or interest from Customer (or Customer's licensors) under this Agreement in or to any Content that Customer creates, submits, posts, transmits on, or through, the SEO4Ajax Service, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless Customer has agreed otherwise in writing with Capsule Code, Customer agrees that Customer is responsible for protecting and enforcing those rights and that Capsule Code has no obligation to do so on Customer behalf.
7. License from Capsule Code and Restrictions
Capsule Code gives Customer a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to Customer by Capsule Code as part of the SEO4Ajax Service as provided to Customer by Capsule Code. This license is for the sole purpose of enabling Customer to use and enjoy the benefit of the SEO4Ajax Service as provided by Capsule Code, in the manner permitted by the Agreement.
Customer may not (and Customer may not permit anyone else to): (i) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the SEO4Ajax Service or any part thereof, unless this is expressly permitted or required by law, or unless Customer has been specifically told that Customer may do so by Capsule Code, in writing (e.g., through an open source software license); or (ii) attempt to disable or circumvent any security mechanisms used by the SEO4Ajax Service or any applications running on the SEO4Ajax Service.
Open source software licenses for components of the SEO4Ajax Service released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede this Agreement, the open source licenses govern Customer's agreement with Capsule Code for the use of the components of the SEO4Ajax Service released under an open source license.
Capsule Code hereby grants Customer a limited, non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to display the Capsule Code trademarks and/or logos ("Marks") for the sole purpose of promoting or advertising that Customer uses the SEO4Ajax Service. Customer agrees that all goodwill generated through Customer's use of the Capsule Code Marks shall inure to the benefit of Capsule Code.
8. License from Customer
Capsule Code claims no ownership or control over any Content. Customer retains copyright and any other rights Customer already holds in the Content, and Customer is responsible for protecting those rights, as appropriate. By submitting, posting or displaying the Content on or through the SEO4Ajax Service, Customer gives Capsule Code a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content for the sole purpose of enabling Capsule Code to provide Customer with the SEO4Ajax Service.
Customer may choose to or Capsule Code may invite Customer to submit comments or ideas about the SEO4Ajax Service, including without limitation about how to improve the SEO4Ajax Service or Capsule Code's products ("Ideas"). By submitting any Idea, Customer agrees that Customer's disclosure is gratuitous, unsolicited and without restriction and will not place Capsule Code under any fiduciary or other obligation, and that Capsule Code is free to use the Idea without any additional compensation to Customer, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.
Customer agrees that Capsule Code, in its sole discretion, may use Customer's trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customers lists, financial reports and Web site listings (including links to Customer's website) for the purpose of advertising or publicizing Customer's use of the SEO4Ajax Service.
Capsule Code may, and Customer grants Capsule Code permission to, make recommendations via the SEO4Ajax Service for products or services Capsule Code thinks may be of interest to Customer based on its Content, and/or use of the SEO4Ajax Service.
10. Modification and Termination of the SEO4Ajax Service
Capsule Code is constantly innovating in order to provide the best possible experience for its users. Customer acknowledges and agrees that the form and nature of the SEO4Ajax Service which Capsule Code provides may change from time to time without prior notice to Customer, subject to the terms in Section 4.4. Changes to the form and nature of the SEO4Ajax Service will be effective with respect to all versions of the SEO4Ajax Service; examples of changes to the form and nature of the SEO4Ajax Service include without limitation changes to fee and payment policies, security patches, added functionality, and other enhancements.
Customer can terminate this Agreement either: (i) via SEO4Ajax Console or (ii) notifying Capsule Code that Customer wants to terminate this Agreement for the SEO4Ajax Service. Customer's written termination notice should be sent (i) through email to: firstname.lastname@example.org, or (ii) through postal mail to Capsule Code SAS, 49 rue des Noës, 35510 Cesson-Sévigné, France. The termination notice will be deemed given when received by Capsule Code. Customer will not receive any refunds if Customer terminates this Agreement.
Customer agrees that Capsule Code, in its sole discretion and for any or no reason, may terminate this Agreement or any part thereof. Customer agrees that any termination of its access to the SEO4Ajax Service may be without prior notice, and Customer agrees that SEO4Ajax will not be liable to Customer or any third party for such termination.
Customer is solely responsible for exporting its Content from the SEO4Ajax Service prior to termination of its account for any reason, provided that if Capsule Code terminates this Agreement, Capsule Code will provide Customer a reasonable opportunity to retrieve its Content.
Upon any termination of the SEO4Ajax Service or Customer account this Agreement will also terminate, but Sections 6.1, 10, 11, 12, 13, and 16 shall continue to be effective after this Agreement is terminated.
Termination of SEO4Ajax Service includes removal of access to SEO4Ajax Service and barring of further use of the SEO4Ajax Service. Termination may also includes deletion of Customer's password and all related information, files and data associated with or inside Customer's account, including Customer's Data. Upon termination of SEO4Ajax Service, Customer's right to use the SEO4Ajax Service will automatically terminate immediately. Customer understands that any termination of SEO4Ajax Service may involve deletion of its Data associated therewith from Capsule Code's databases. Capsule Code will not have any liability whatsoever to Customer for any suspension or termination, including for deletion of Customer's Data.
11. EXCLUSION OF WARRANTIES
NOTHING IN THIS AGREEMENT, INCLUDING SECTIONS 11 AND 12, SHALL EXCLUDE OR LIMIT CAPSULE CODE'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT ITS USE OF THE SEO4AJAX SERVICE IS AT CUSTOMER'S SOLE RISK AND THAT THE SEO4AJAX SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE."
CAPSULE CODE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SEO4AJAX SERVICE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CAPSULE CODE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (I) CUSTOMER'S USE OF THE SEO4AJAX SERVICE WILL MEET ITS REQUIREMENTS, (II) CUSTOMER'S USE OF THE SEO4AJAX SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (III) USAGE DATA PROVIDED THROUGH THE SEO4AJAX SERVICE WILL BE ACCURATE.
12. LIMITATION OF LIABILITY
SUBJECT TO SECTION 11.1 ABOVE, CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT CAPSULE CODE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO CUSTOMER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY CUSTOMER, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.
THE LIMITATIONS ON CAPSULE CODE'S LIABILITY TO CUSTOMER IN PARAGRAPH 12.1 ABOVE SHALL APPLY WHETHER OR NOT CAPSULE CODE HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
Customer agrees to hold harmless and indemnify Capsule Code, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively "Capsule Code and Partners") from and against any third party claim arising from or in any way related to (i) Customer's breach of the Agreement, (ii) Customer's use of the SEO4Ajax Service, (iii) Customer's violation of applicable laws, rules or regulations in connection with the SEO4Ajax Service, or (iiii) Customer's Content, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Capsule Code will provide Customer with written notice of such claim, suit or action.
14. Other Content
The SEO4Ajax Service may include hyperlinks to other web sites or content or resources or email content. Capsule Code may have no control over any web sites or resources which are provided by companies or persons other than Capsule Code.
Customer acknowledges and agrees that Capsule Code is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
Customer acknowledges and agrees that Capsule Code is not liable for any loss or damage which may be incurred by Customer as a result of the availability of those external sites or resources, or as a result of any reliance placed by Customer on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
15. Changes to the Agreement
Capsule Code may make changes to the Agreement from time to time. If Capsule Code changes the Terms in any substantive way, Capsule Code will give Customer at least fifteen (15) days notice before the changes take effect, during which period of time Customer may reject the changes by terminating this Agreement pursuant to Section 10 above.
Customer understands and agrees that if Customer uses the SEO4Ajax Service after the date on which the Agreement have changed, Capsule Code will treat Customer's use as acceptance of the updated Agreement.
16. General Legal Agreement
The Agreement constitutes the whole legal agreement between Customer and Capsule Code and govern Customer's use of the SEO4Ajax Service (but excluding any services which Capsule Code may provide to Customer under a separate written agreement), and completely replaces any prior agreements between Customer and Capsule Code in relation to the SEO4Ajax Service.
There are no third party beneficiaries to this Agreement. The parties are independent contractors, and nothing in these Agreement creates an agency, partnership or joint venture.
If Capsule Code provides Customer with a translation of the English language version of these Agreement, the English language version of these Agreement will control if there is any conflict.
Customer agrees that Capsule Code may provide Customer with notices, including those regarding changes to the Agreements, by email, regular mail, or postings on the SEO4Ajax Service. By providing Capsule Code Customer's email address, Customer consent to Capsule Code's using the email address to send Customer any notices required by law in lieu of communication by postal mail.
Customer agrees that if Capsule Code does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which Capsule Code has the benefit of under any applicable law), this will not be taken to be a formal waiver of Capsule Code's rights and that those rights or remedies will still be available to Capsule Code.
Capsule Code shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control (case of force majeure as commonly defined by the French courts), including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood, labor conditions, power failures, and Internet disturbances.
The Agreement, and Customer's relationship with Capsule Code under the Agreement, shall be governed by French Law without regard to its conflict of laws provisions. Customer and Capsule Code agree to submit to the exclusive jurisdiction of the courts of RENNES (France) to resolve any legal matter arising from the Agreement.
Neither party may assign any of its rights or obligations under these Agreement, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the entirety of its rights and obligations under these Agreement, without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party's sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party's election, termination of Customer's use of the SEO4Ajax Service upon written notice to the assigning party.
Should any provision of this Agreement be declared invalid, this will in no way affect the validity of the whole Agreement or of any other clause of it. Any claim for liability against Capsule Code lapses one year after the event having generated the claim for damages.