Last modified: November 12, 2020
BY ACCESSING OR USING THE PLATFORM SERVICES YOU AGREE TO BE BOUND BY THESE PLATFORM TERMS. IF YOU ARE ACTING ON BEHALF OF AN ENTITY, YOU ACKNOWLEDGE THAT YOU ARE AUTHORIZED TO BIND SUCH ENTITY TO THESE PLATFORM TERMS. IF YOU DISAGREE WITH ANY PART OF THESE PLATFORM TERMS, THEN YOU MAY NOT ACCESS OR USE THE PLATFORM SERVICES.
“Agency Partners Platform” means the online platform that Semrush makes available on the Agency Partners Platform Website that lists the Service Providers that may offer their Agency Services on the Agency Partners Platform Website.
“Agency Partners Platform Website” means Semrush’s Agency Partners Platform web page located at:https://www.semrush.com/agencies/
“Agency Growth Kit” means the product offering of the same namethat is made available for purchase by Semrush as part of the Semrush Services.
“Agency Services” means those products, services, integrations, templates, digital assets, or applications that are listed on or offered by Service Providers on the Agency Partners Platform.
“Applicable Data Privacy Laws” means all applicable laws governing the handling of Personal Data, including without limitation (1) EC Regulation 2016/679 (“GDPR”) on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and the EU e-Privacy Directive (Directive 2002/58/EC) (the “e-Privacy Directive”) (collectively, “EU Data Protection Law”); (2) the local law of the place(s) where Processing by a Party and its Personnel takes place; and (3) the California Consumer Privacy Act of 2018 (“CCPA”); in each case, all of the foregoing as amended, replaced or supplemented from time to time, and all subordinate legislation made under them, together with any codes of practice, regulations or other guidance issued by the governments, agencies, data protection regulators, or other authorities in the relevant countries or jurisdictions.
“Client” means the individual or entity that accesses the Platform Services for the purposes of using Agency Services made available by Service Providers through the Agency Partners Platform.
“Personal Data” (or the equivalent “personal information”) means any information relating, directly or indirectly, to an identified or identifiable natural person or otherwise as defined in Applicable Data Privacy Laws.
“Semrush”, “we”, “us” or “our” means Semrush Inc. and our affiliates.
“Semrush Services” means the Semrush products and services offered on a subscription basis atwww.semrush.com
“Service Provider” means a marketing agency or other provider of marketing services that may include Semrush Services who purchase the Agency Growth Kit and list its Agency Services on, and/or provide its Agency Services through the Agency Partners Platform.
“Service Provider Content”, means all content, including without limitation, language, data, information, and images, provided through or disclosed by use of the Agency Partners Platform, whether by us, Service Providers, or other users of the Agency Partners Platform. Service Provider Content does not include Your Content.
“You” or “your” refers to the person or entity using the Agency Partners Platform, whether as a Service Provider, Visitor, or Client.
“Your Content” means all content, including without limitation, language, data, information, and images, that you provide, disclose, or submit to the Agency Partners Platform.
In order to list and provide Agency Services on the Agency Partners Platform you must be certified in writing by Semrush as a Service Provider. To obtain such certification, you must:
Register as a User of Paid Services under one of the paid subscription plans - Pro, Guru, Business — available as part of the Semrush Services;
Purchase the Agency Growth Kit or Agency Growth Kit trial;
Pass two following exams (one from each of the following categories) on the Semrush Academy (https://www.semrush.com/academy/): 1. Semrush proficiency exam upon your choice - SEO, Content Marketing, Advertising, Social Media Toolkit exams, SEO Toolkit for Advanced Semrush Users, or Competitor Analysiswith Semrush and 2. Semrush for Digital Agencies certification.
Notwithstanding your fulfillment of any or all of therequirements set forth in Sections 2.1.1-2.1.3 above, Semrush reserves the right to refuse you certification for any reason in its sole and absolute discretion.
Your use of the Semrush Services shall at all times be subject to the then-current Semrush Terms of Service available athttps://www.semrush.com/company/legal/terms-of-service/or, the executed written agreement between you and Semrush applicable to your use of the Semrush Services (the “Semrush TOS”). The terms “User” and “Paid Services” shall have the meaning ascribed to them in the Semrush TOS. In the event of a conflict between these Platform Terms and the Semrush Services, these Platform Terms shall prevail solely with respect to the use of the Agency Partners Platform.
You agree that all information you provide in your profile will be accurate. You further agree that you are responsible at all times to maintain accurate, current, and complete account information. You are responsible for ensuring the confidentiality and security of your account information, including your username and password. If you believe your access to or use of the Agency Partners Platform has been breached, compromised, or unauthorized, you will notify us immediately firstname.lastname@example.org.
Your Use of the Platform
As a condition of your use of the Agency Partners Platform, you agree that:
You will comply with all applicable laws when accessing and using the Agency Partners Platform, including, without limitation, privacy laws, intellectual property laws, tax laws, and regulatory requirements;
You will use the Agency Partners Platform to provide or learn information about Service Providers and Agency Services solely in compliance with these Platform Terms.
You will not:
(a) copy, reproduce, download, re-publish, sell, distribute or resell any services or any text, images, graphics, video clips, sound, directories, files, databases, listings, or any other information available on or through the Agency Partners Platform Website (the “Site Content”),
(b) copy, reproduce, download, compile or otherwise use any Site Content for the purposes of operating a business that competes with the Agency Partners Platform or otherwise commercially exploit the Site Content. Systematic retrieval of Site Content from the Agency Partners Platform Website to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from Semrush is prohibited. The use of any content or materials on the Agency Partners Platform Website for anypurpose not expressly permitted in these Platform Terms is prohibited, or
(c) remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Agency Partners Platform.
(d) Use the Agency Partners Platform, directly or indirectly, with Your Content in a manner that: 1) is confidential, proprietary or discloses sensitive information; 2)discloses or solicits the private information of any person; 3) is threatening, abusive, harassing, stalking, or defamatory; 4) is deceptive, false, misleading or fraudulent; 5) is invasive of another's privacy or otherwise violates another’s legal rights (such as rights of privacy and publicity); 6) contains vulgar, obscene, indecent or unlawful material;7) infringes a third party's intellectual property right(s); 8) publishes, posts, uploads, or otherwise distributes any software, music, videos, or other material protected by intellectual property laws (or by rights of privacy or publicity) unless you have all necessary rights and consents to do so; 9) uploads files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another person's computer; 10) downloads any file that youknow, or reasonably should know, cannot be legally distributed in that way; 11) falsifies or deletes any author attributions, legal or proprietary designations, labels of the origin or source of software, or other material contained in a file that is uploaded; 12) restricts or inhibits any other user of the Agency Partners Platform from using and enjoying our website and/or products; 13) harvests or otherwise collects information about others, including email addresses, without their consent; 14) damages, disables, overburdens, or impairs any Semrush website or interferes with any other party's use and enjoyment of the Agency Partners Platform; 15) violates the usage standards or rules of an entity affected by your use, including without limitation, any ISP, ESP, or news or user group (and including, by way of example, and not limitation, circumventing or exceeding equipment use rights and restrictions and/or location and path identification detail); 16) is legally actionable between private parties; and/or 17) is in violation of any applicable law or regulation.
(e) access the Agency Services if you are a competitor of ours or use the Agency Services to build a similar or competitive work.
Our Use of Your Content
You grant to us all rights, licenses, and permissions necessary to display, reproduce, disseminate, and otherwise use Your Content in connection with the Agency Partners Platform. We may edit or remove Your Content at any time at our sole discretion if Your Content is not compliant with these Platform Terms.
You assume all risk for Your Content, including Client’s reliance upon Your Content.
You are solely responsible for ensuring collection and processing of the Clients’ Personal Data in accordance with Applicable Data Privacy Laws.
Changes to the Agency Partners Platform
The Agency Partners Platform is intended to be used with theSemrush Services and will evolve as the Semrush Services are updated. Semrush shall have the right to modify the Agency Partners Platform or any part thereof at any time. If you do not wish to use the Agency Partners Platform as modified, you may terminate your use of the Agency Partners Platform and these Platform Terms by informing Semrush in writing and terminating all use of the Platform and any Agency Services.
Use by Client
You agree that we do not verify, adopt, ratify, or sanction anyService Provider Content and that you must evaluate and bear all risks associated with your use of or reliance on such Service Provider Content. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise and any ranking on the Agency Partners Platform does not constitute or imply endorsement or recommendation thereof by Semrush. Service Provider Content and rankings consist of the opinions of third parties and may contain opinions and inaccuracies. Semrush makes no assurances regarding the quality, accuracy, or reliability of any Service Provider Content or rankings on the Agency Partners Platform Service.
Use by Service Providers
If you are a Service Provider, you must respond to Clients’ inquiries regarding your Agency Services within a reasonable period of time and provide your Agency Services with good quality and in a professional manner. We may remove you as a Service Provider or remove a Service Offering at our sole discretion, at any time, if you are not compliant with the terms and conditionsof these Platform Terms.
Ownership and Intellectual Property
As between you and Semrush, you own Your Content. Semrush owns allcontent other than Your and Service Provider Content. The Agency Partners Platform is protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in these Platform Terms, Semrush and its licensors (if any) exclusively own all right, title and interestin and to the Agency Partners Platform, including all associated intellectual property rights.
All trademarks, service marks, logos, trade names and any otherproprietary designations of Semrush are the trademarks or registered trademarks of Semrush and may not be copied, imitated or used, in whole or in part, without the prior written permission of Semrush. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Agency Partners Platform are the property of their respective owners.
Term and Termination
This Agreement will remain in effect for as long as you access oruse the Agency Partners Platform
Termination and Suspension
You may terminate your use of the Platform at any time by terminating your account. Termination of your account is your sole right and remedy with respect to any dispute with Semrush regarding the Agency Services or these Platform Terms.
If you wish to terminate your account you may do so at any time according to the terms of our Cancellation and Refund Policy (https://www.semrush.com/company/legal/refund-policy/) (“Semrush Cancellation Policy”) by sending written notice of cancellation email@example.com providing the information requested in the Cancellation and Refund Policy. If we reject your application to become a Service Provider, we will refund any prepaid Fees for the Agency Growth Kit upon your written request firstname.lastname@example.org within 14 days of your receipt of notice of rejection. If you wish to cancel your Semrush Services subscription as aresult of such rejection, you may request a refund in accordance with the Semrush Cancellation Policy above.
We may suspend or terminate your access to the Agency Partners Platform at any time if: (i) you violate any term or provision of these Platform Terms, (ii) you use the Agency Partners Platform in a way which has or may negatively reflect on or affect us, our prospects, or our customers, (iii) you provide inaccurate or incorrect information regarding your Agency Services, or (iv) we determine it to be necessary at our sole discretion.
Your rights under these Platform Terms will terminate automatically if you fail to comply with any of these Platform Terms.
You remain solely liable for all obligations related to your use of the Agency Partners Platform and your account, even after you have stopped using the Agency Partners Platform. Neither Semrush nor any of its licensors, suppliers, or publishers are liable to you or to any third party for any loss caused by any termination of the Agency Partners Platform or termination of your access to the Agency Partners Platform.
We reserve the right at any time, without notice, in our sole discretion, to remove or discontinue all or a portion of the Agency Partners Platform (including, without limitation, to remove or discontinue the listing of any Service Provider or their Agency Services).
In addition to any other rights or remedies we have under thesePlatform Terms, we may immediately suspend your use of the Agency Partners Platform and/or remove any Agency Services, at any time without notice, for actual or suspected violations of Section 3 of these Platform Terms.
Your Representations and Warranties
You represent and warrant that: (i) your participation in the Agency Partners Platform will not conflict with any agreement or arrangement with any third party, (ii) you have sufficient rights to share Your Content with us for our use and with other users of the Agency Partners Platform, and (iii) that the Agency Services and Your Content do not violate or infringe any intellectual property or other proprietary right. If you are a Service Provider, you represent and warrant that you have all sufficient rights and permissions to offer and provide the Agency Services.
You agree that you are solely responsible for Your Content. You agree that you have all the required rights to use and disclose Your Content within the Agency Partners Platform without violating any third-party rights.
You represent and warrant that you have full power and authorityto enter into these Platform Terms and that it is binding upon such party and enforceable in accordance with its terms.
Warranty Disclaimers; Limitations of Liability
SEMRUSH MAKES NO WARRANTY, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF AVAILABILITY, CORRECTNESS, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS OF THE SERVICE FOR ANY PARTICULAR PURPOSE.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SEMRUSH BE LIABLE UNDER OR IN CONNECTION WITH THESE PLATFORM TERMS FOR (A) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, UNDER ANY THEORY OF LAW, INCLUDING TORT OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF YOU KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
WE DISCLAIM ALL LIABILITY WITH RESPECT TO SERVICE OFFERINGS, THIRD-PARTY WEBSITES AND THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE AGENCY PARTNERS PLATFORM TO YOU.
WE DISCLAIM ALL LIABILITY WITH RESPECT TO CLIENTS’ ENGAGEMENT WITH A SERVICE PROVIDER OR TO USE OF ANY AGENCY SERVICES. IF YOU ELECT TO ENGAGE WITH A SERVICE PROVIDER OR PROCURE AGENCY SERVICES THROUGH THE AGENCY PARTNERS PLATFORM, THE TERMS AND CONDITIONS REGARDING YOUR USE OR RECEIPT OF THE AGENCY SERVICES ARE BETWEEN YOU AND THE SERVICE PROVIDER OF SUCH AGENCY SERVICES, AND YOU HEREBY WAIVE ANY AND ALL CLAIMS AGAINST SEMRUSH IN RESPECT OF YOUR USE OF THE AGENCY SERVICES. ANY QUESTIONS, CONCERNS OR DISPUTES THAT ARISE BASED ON YOUR USE OF AGENCY SERVICES SHOULD BE ADDRESSED WITH THE SERVICE PROVIDER. IF YOU USE THE AGENCY PARTNERS PLATFORM, ITS CONTENT (INCLUDING WITHOUT LIMITATION, REVIEWS), A SERVICE PROVIDER, OR ANY AGENCY SERVICES, YOU DO SO AT YOUR SOLE RISK.
Semrush shall not have any liability for any failure or delay resulting from any condition beyond the reasonable control of Semrush, including but not limited to: strikes or other labor conditions; fire, thunderstorms, incidents of severe weather and natural disasters; outages of power, network or network connections; failures, breaches, delays or nonperformance of cloud service providers or other suppliers used in connection with the Agency Partners Platform or Agency Services.
We do not represent or warrant that your engagement with a Service Provider or procurement of any Agency Services will create any additional profits, clients, sales, exposure, brand recognition, or the like. We have no responsibility if usage of the Agency Partners Platform does not lead to your desired results.
We are not responsible for use or transport of your data or information outside of the Agency Partners Platform conducted by the Service Providers.
You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceedings (each, an “Action”) brought against us, our officers, directors, employees, agents, service providers, licensors, and affiliates, to the extent that such Action relates to (a) Your use of the Agency Partners Platform, (b) Your noncompliance with or breach of this Agreement, (c) Your use, offer or provision of Service Offerings, Third-Party Sites or Third-Party Products. We will notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us, (ii) requires us to make an admission, or (iii) imposes liability not covered by this indemnification or places restrictions on us without our prior written consent.
Waiver and Severability of Terms
The failure of Semrush to exercise or enforce any right or provision of these Platform Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Platform Terms will be effective only if in writing and signed by Semrush. If any provision of these Platform Terms is found by a court of competent jurisdiction to be invalid, the other provisions of these Platform Terms remain in full force and effect.
Consent to Electronic Communications
By using the Agency Partners Platform, you consent to receive electronic communications from us. These communications may include notices about your account and information concerning or related to the Agency Partners Platform. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
Assignment of Rights
You may not assign or delegate any rights or obligations under the Platform Terms. Any purported assignment and delegation shall be void and of no effect. These Platform Terms shall be binding upon and inure to the benefit of each party’s successors and assigns.
Compliance with Applicable Laws
You shall comply with all applicable laws, governmental regulations, ordinances, and judicial administrative orders. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Your Content. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury, and other applicable export and sanctions laws, restrictions and regulations of any U.S. and non-U.S. government agencies or authority (“Applicable Export Laws”). You may not access, download, distribute, use, export, re-export, release, or otherwise transfer the Your Content in violation of any Applicable Export Laws. You agree to comply with all Applicable Export Laws and not to directly or indirectly provide or otherwise make available the Your Content in violation of any such Applicable Export Laws, or without all necessary approvals, including, without limitation, for the development, design, manufacture, or production of nuclear, chemical, or biological weapons of mass destruction nor will you use the Service Provider Content for a military end-use or a military end-user in China, Russia or Venezuela. You will not make available Your Content, either directly or indirectly, (i) in Cuba, Iran, North Korea, Syria, Crimea region of Ukraine, or any other country subject to U.S. trade sanctions, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department's Table of Denial Orders. By agreeing to these Platform Terms, you agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list and that you will not share YourContent with anyone whose status is described in items (i) or (ii) above.
Notices shall be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of receipt.
To Semrush Inc.: Semrush Inc., 800 Boylston Street, Suite 2475, Boston, MA, 02199, U.S.A. Attention: General Counsel, email@example.com.
To you: your address as provided in your Semrush account. We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.
These Platform Terms are the entire agreement between you and Semrush with respect to the Agency Partners Platform and supersedes all other proposals and agreements, whether electronic, oral or written. We object to and reject any additional or different terms, including those contained in your purchase order, acceptance or website. It is the express wish of both you and us that these Platform Terms and all related documents be drawn up in English. We might make versions of these Platform Terms available in languages other than English. If we do, the English language version of these Platform Terms will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of these Platform Terms.
We may update and change any part or all of these Platform Terms. If we update or change these Platform Terms, the updated Platform Terms will be posted athttps://www.semrush.com/agencies/terms-of-use/. We recommend that you consult this website from time to time. The updated Platform Terms will become effective and binding on the next business day after it is posted.
When we change these Platform Terms, the “Last Modified” date above will be updated to reflect the date of the most recent version. Your use of the Agency Partners Platform more than 15 days after the updated terms become effective shall constitute your acceptance of the revised Platform Terms. If you do not agree with a modification to these Platform Terms, you should not use the Agency Partners Platform.
The following sections shall survive the expiration or termination of this Agreement: “Ownership and Intellectual Property”, “Your representations and warranties”, “Indemnification”, “Disclaimers; Limitations of Liability”, “General”.