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SEMRUSH (“BUYER”)
PURCHASE ORDER TERMS AND CONDITIONS

  1. 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.
  2. 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.
  3. 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.
  4. 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.  
  5. 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.
  6. 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.
  7. 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.
  8. 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. 
  9. 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.
  10. 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.
  11. 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. 
  12. 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.]
  13. 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.
  14. 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.
  15. Governing Law and Jurisdiction.
    1. 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.
    2. 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.
    3. 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.
    4. 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.
    5. 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.