SEMRUSH (“BUYER”)
PURCHASE ORDER TERMS AND CONDITIONS
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Acceptance of the Semrush Purchase Order (“Order”) constitutes
Seller’s acceptance of these terms and conditions. Any inconsistent or
additional terms or conditions proposed by Seller shall be void and of no
effect unless specifically agreed to in writing signed by an authorized
representative of Buyer. These terms and conditions together with any
written contract signed by Buyer and Seller (“Contract”), if
applicable, constitute the entire agreement between Seller and Buyer with
respect to the Order. If there is any conflict or inconsistency between the
Order and the Contract, if applicable, then provisions of the Contract shall
apply.
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Delivery is not deemed complete until conforming goods or services have been
received and accepted by Buyer. Notwithstanding any agreement to pay
freight, express or other transportation charges, the risk of loss or damage
in transit shall be upon the Seller until delivery is deemed complete. Buyer
reserves the right to withdraw this Order at any time prior to actual
receipt of Seller’s written acceptance hereof.
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Notwithstanding receipt or acceptance, Buyer may cancel this Order in whole
or in part and be relieved of all liability for any undelivered portion in
the event that any goods or services fail to meet Buyer's requirements, or
that Seller delivers, at any time, goods or services that fail strictly to
conform to the terms of the Order or that are of inferior quality.
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Unless otherwise specifically stated by Buyer in this Order, payment terms
are net 30 days from receipt of Seller’s correct invoice. Seller shall
add sales and/or use tax where applicable.
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Seller represents and warrants that all goods and services delivered
hereunder will be of good quality, conforming to specifications, fit for the
intended use, free from defects in design, workmanship, and materials; and
that such goods and services will not infringe the copyright, patent, trade
secret or other proprietary right of any third party. Additionally, Seller
represents and warrants that the services will be performed in a
professional and workmanlike manner, and that it has experience in
performing the services ordered hereunder and does not require training or
supervision by Buyer. Seller’s acceptance of this Order shall
constitute Seller’s agreement to indemnify Buyer and hold Buyer
harmless from and against any and all claims, liability or expense
whatsoever, including counsel fees, arising out of or related to a breach of
this warranty or to death or injury to person or property that is alleged to
have arisen through the use or consumption of Seller’s goods or
services.
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Seller will defend, indemnify, and hold harmless Buyer and its customers,
affiliates, and agents from all costs and expenses, actually incurred,
arising from any claim that use of any goods or services, as delivered,
infringe any third party’s intellectual property rights. If the use of
the goods or services is prohibited or enjoined as a result of any such
claim, Seller shall, at its sole expense, use commercially reasonable
efforts to: (i) obtain for Buyer the right to use the infringing goods or
services without any additional cost to Buyer; (ii) modify the infringing
goods or services so that they become non-infringing; or (iii) replace the
infringing goods or services with non-infringing goods or services. If none
of the foregoing alternatives is reasonably possible, Seller shall refund to
Buyer all amounts paid for the allegedly infringing goods or services.
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Seller shall secure and maintain the type and amounts of insurance as
necessary to support Seller’s obligation under the Order. Upon
Buyer’s request, Seller shall promptly provide evidence of such
coverage by providing a certificate of insurance acceptable to Buyer.
Neither Seller’s failure to provide such certificate, nor Buyer's
decision to not make such request, shall release Seller from its obligation
to maintain the required insurance coverage hereunder. Seller shall
require its subcontractors to carry insurance in the amount, type and form
of insurance as reasonably required for Seller to meet its obligations
hereunder. If its subcontractors do not obtain such coverage, Seller shall
insure the activities of its subcontractors.
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To the extent that the goods or services ordered hereunder require that
Seller receive access to Buyer’s confidential and/or proprietary
information, Seller shall treat such information as confidential and shall
not appropriate such information for its own use or disclose such
information to any third party unless specifically agreed to in writing
signed by an authorized representative of Buyer. The foregoing
obligations shall not apply to information which (a) is in the public domain
at the time of receipt by Seller; (b) is made public after such receipt
through no fault of Seller; (c) Seller can demonstrate was in its possession
without obligation of nondisclosure prior to its receipt from Buyer; or
(d) Seller can demonstrate was received from a third party who did not
require Seller to hold such information in confidence.
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The relationship between Seller and Buyer is that of an independent
contractor. No employer/employee relationship is created, and neither party
is authorized to bind the other in any way. Seller is obligated to comply
with all requirements (including without limitation those relating to tax
withholding) applicable to employers and will indemnify Buyer for any
employment related claims brought by Seller’s personnel against Buyer.
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The remedies herein reserved by Buyer are cumulative and in addition to any
other legal remedies. No waiver of a breach of any provision of this
Order constitutes a waiver of a continuing or further breach of such
provision or of any other provision hereof.
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By acceptance of this Order, Seller certifies that its performance and all
goods and services delivered hereunder comply with all applicable federal,
state, provincial and local laws, orders, codes, rules, regulations and
amendments thereto.
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Seller warrants and represents on behalf of itself and its agents and other
representatives that (i) it complies with all export laws and restrictions
and regulations administered by all applicable United States and foreign
agencies or authorities, (ii) it is not located in, under the control of, or
a national or resident of Cuba, Iran, North Korea, Syria, Crimea region of
Ukraine or any other country subject to U.S. trade sanctions, or to
individuals or entities controlled by such countries, (iii) it is not
identified on, or under the control of any person or entity that is
identified 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, and that Seller will not share
any Semrush information with anyone whose status is described in items (i)
– (iii) above. Seller hereby warrants and represents that it is not,
directly or indirectly, (a) offered or given any financial or other
advantage or anything of value with the intention of influencing (i) any
government official or representative of any governmental authority in the
performance of his or her public functions or (ii) any other person with the
intention that such person perform his or her function improperly (or where
the acceptance of such an advantage would itself be improper); or (b)
otherwise taken any action that would constitute a violation of the United
States Foreign Corrupt Practices Act of 1977 or the United Kingdom Bribery
Act of 2010, as such acts may be amended, or any corresponding laws in any
country where the Seller is conducting business.]
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Seller shall not release any information in any form, except to
Seller’s employees and subcontractors as necessary for their
performance of work under this Order, which identifies Buyer or which uses
Buyer’s name in any advertising, publicity or promotional material.
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This Order shall not be assignable by Seller and any such assignment or
attempted assignment shall be void and of no effect. Notwithstanding the
foregoing, any such attempted assignment, this Order shall be binding upon
Seller’s successors and assigns.
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Governing Law and Jurisdiction.
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If you are contracting with Semrush Inc. then this Order shall be
governed and construed according to the laws of the Commonwealth of
Massachusetts without reference to its conflicts of laws rules.
The parties hereby agree that the courts located in the Commonwealth of
Massachusetts, USA, shall constitute the sole and exclusive forum for
the resolution of any and all disputes arising under, out of, or in
connection with this Order and hereby consent to the jurisdiction of
such courts and irrevocably waive any objections thereto, including,
without limitation, on grounds of improper venue or
forum non conveniens. The parties agree that any judgments of such courts may be
entered and enforced by any court with jurisdiction over the party
against which judgment was rendered or its assets, wherever located.
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If you are contracting with Semrush CZ s.r.o. then this Order shall be
governed by applicable legislation of the Czech Republic, including but
not limited to the Civil Code. The application of international law on
contracts for the international purchase of goods is excluded.
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If you are contracting with Prowly.com s.o.o. then this Order shall be
governed by the Polish laws, particularly the Polish Civil Code. The
application of international law on contracts for the international
purchase of goods is excluded.
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If you are contracting with Semrush CY then this Order shall be governed
by the laws of the Republic of Cyprus, without regard to its conflict of
laws principles. Cypriot courts will have exclusive jurisdiction
with respect to any dispute, controversy or other matter relating to or
arising out of this Order.
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If you are contracting with Semrush RU or Semrush SM then this Order
shall be governed by the laws of the Russian Federation. The Arbitration
Court in Saint-Petersburg will have exclusive jurisdiction over any
dispute, controversy or other matter relating to or arising out of this
Order.