1. Description of Service. Sem-Advance provides free and fee
based access to online search engine optimization and marketing
services (the "Service"). You understand and agree that the
Service may include content-targeted ads or other related
information, as further described below and in the Sem-Advance
Privacy Policy. In addition, you understand and agree that the
Service is provided on an AS IS and AS AVAILABLE basis.
Sem-Advance disclaims all responsibility and liability for the
availability, timeliness, security or reliability of the
Service. Sem-Advance also reserves the right to modify, suspend
or discontinue the Service with or without notice at any time
and without any liability to you.
2. Personal Use. The Service is made available to you for your
personal use only. Due to the Children's Online Privacy
Protection Act of 1998 (which is available at http://www.ftc.gov/ogc/coppa1.htm),
you must be at least thirteen (13) years of age to use this
Service. You must provide current, accurate identification,
contact, and other information that may be required as part of
the registration process and/or continued use of the Service.
You are responsible for maintaining the confidentiality of your
Service password and account, and are responsible for all
activities that occur thereunder. Sem-Advance reserves the right
to refuse service to anyone at any time without notice for any
reason.
3. Proper Use. You agree that you are responsible for your own
communications and for any consequences thereof. Your use of the
Service is subject to your acceptance of and compliance with the
Agreement. You agree that you will use the Service in compliance
with all applicable local, state, national, and international
laws, rules and regulations, including any laws regarding the
transmission of technical data exported from your country of
residence. You shall not, shall not agree to, and shall not
authorize or encourage any third party to: (i) use the Service
to upload, transmit or otherwise distribute any content that is
unlawful, defamatory, harassing, abusive, fraudulent, obscene,
contains viruses, or is otherwise objectionable as reasonably
determined by Sem-Advance; (ii) upload, transmit or otherwise
distribute content that infringes upon another party's
intellectual property rights or other proprietary, contractual
or fiduciary rights or obligations; (iii) prevent others from
using the Service; (iv) use the Service for any fraudulent or
inappropriate purpose; or (v) act in any way that violates the
Program Policies, as may be revised from time to time. Violation
of any of the foregoing may result in immediate termination of
this Agreement, and may subject you to state and federal
penalties and other legal consequences. Sem-Advance reserves the
right, but shall have no obligation, to investigate your use of
the Service in order to determine whether a violation of the
Agreement has occurred or to comply with any applicable law,
regulation, legal process or governmental request.
4. Content of the Service. Sem-Advance takes no responsibility
for third party content (including, without limitation, any
viruses or other disabling features), nor does Sem-Advance have
any obligation to monitor such third party content. Sem-Advance
reserves the right at all times to remove or refuse to
distribute any content on the Service, such as content which
violates the terms of this Agreement. Sem-Advance also reserves
the right to access, read, preserve, and disclose any
information as it reasonably believes is necessary to (a)
satisfy any applicable law, regulation, legal process or
governmental request, (b) enforce this Agreement, including
investigation of potential violations hereof, (c) detect,
prevent, or otherwise address fraud, security or technical
issues (including, without limitation, the filtering of spam),
(d) respond to user support requests, or (e) protect the rights,
property or safety of Sem-Advance, its users and the public.
Sem-Advance will not be responsible or liable for the exercise
or non- exercise of its rights under this Agreement.
5. Intellectual Property Rights. Sem-Advance's Intellectual
Property Rights. You acknowledge that Sem-Advance owns all
right, title and interest in and to the Service, including
without limitation all intellectual property rights (the
"Sem-Advance Rights"), and such Sem-Advance Rights are protected
by U.S. and international intellectual property laws.
Accordingly, you agree that you will not copy, reproduce, alter,
modify, or create derivative works from the Service. You also
agree that you will not use any robot, spider, other automated
device, or manual process to monitor or copy any content from
the Service. The Sem-Advance Rights include rights to (i) the
Service developed and provided by Sem-Advance; and (ii) all
software associated with the Service. The Sem-Advance Rights do
not include third-party content used as part of Service,
including the content of communications appearing on the
Service. Your Intellectual Property Rights. Sem-Advance does not
claim any ownership in any of the content, including any text,
data, information, images, photographs, music, sound, video, or
other material, that you upload, transmit or store in your
Sem-Advance account. We will not use any of your content for any
purpose except to provide you with the Service.
6. Representations and Warranties. You represent and warrant
that (a) all of the information provided by you to Sem-Advance
to participate in the Services is correct and current; and (b)
you have all necessary right, power and authority to enter into
this Agreement and to perform the acts required of you
hereunder.
7. Privacy. As a condition to using the Service, you agree to
the terms of the Sem-Advance Privacy Policy as it may be updated
from time to time. Sem-Advance understands that privacy is
important to you. You do, however, agree that Sem-Advance may
monitor, edit or disclose your personal information, including
the content of your emails, if required to do so in order to
comply with any valid legal process or governmental request
(such as a search warrant, subpoena, statute, or court order),
or as otherwise provided in these Terms of Use and the
Sem-Advance Privacy Policy. Personal information collected by
Sem-Advance may be stored and processed in the United States or
any other country in which Sem-Advance Inc. or its agents
maintain facilities. By using Sem-Advance, you consent to any
such transfer of information outside of your country.
8. Advertisements. As consideration for using the Service, you
agree and understand that Sem-Advance may display ads and other
information adjacent to and related to the content of your data.
9. Account Inactivity. After a period of inactivity, Sem-Advance
reserves the right to disable or terminate a user's account. If
an account has been deactivated for inactivity, any unique
identifiers, such as usernames and subdomains, associated with
that account may be given to another user without notice to you
or such other party.
10. Termination; Cancellation. You may cancel your use of the
Services and/or terminate this Agreement with or without cause
at any time by providing notice to Sem-Advance at clint@sem-advance.com;
provided, however, that a terminated account may continue to
exist for up to two business days before such cancellation takes
effect. Sem-Advance may at any time and for any reason terminate
the Services, terminate this Agreement, or suspend or terminate
your account. In the event of termination, your account will be
disabled and you may not be granted access to your account or
any files or other content contained in your account although
residual copies of information may remain in our system. Except
as set forth above or unless Sem-Advance has previously canceled
or terminated your use of the Services (in which case subsequent
notice by Sem-Advance shall not be required), if you have
provided an alternate email address, Sem-Advance will notify you
via email of any such termination or cancellation, which shall
be effective immediately upon Sem-Advance's delivery of such
notice. Sections 3, 4, 5, 7, and 11 - 13 of the Agreement, along
with applicable provisions of the general Terms of Service
(including the section regarding limitation of liability), shall
survive expiration or termination.
11. Indemnification. You agree to hold harmless and indemnify
Sem-Advance, and its subsidiaries, affiliates, officers, agents,
and employees from and against any third party claim arising
from or in any way related to your use of the Service, 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, Sem-Advance will provide you with written notice of such
claim, suit or action.
12. Choice of Law; Jurisdiction. These Terms of Use will be
governed by and construed in accordance with the laws of the
State of Tennessee, without giving effect to its conflict of
laws provisions or your actual state or country of residence.
Any claims, legal proceeding or litigation arising in connection
with the Service will be brought solely in Davidson County,
Tennessee, and you consent to the jurisdiction of such courts.
13. Disclaimer of Warranties. Sem-Advance disclaims any and all
responsibility or liability for the accuracy, content,
completeness, legality, reliability, or operability or
availability of information or material displayed in the
Sem-Advance SERVICES results. Sem-Advance disclaims any
responsibility for the deletion, failure to store, misdelivery,
or untimely delivery of any information or material. Sem-Advance
disclaims any responsibility for any harm resulting from
downloading or accessing any information or material on the
Internet through the Sem-Advance SERVICES.
THE Sem-Advance SERVICES, AND ALL MATERIALS, INFORMATION,
PRODUCTS AND SERVICES INCLUDED IN THE Sem-Advance SERVICES ARE
PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. Sem-Advance AND
ITS LICENSORS EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED
BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES,
INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT OF PROPRIETARY RIGHTS. Sem-Advance AND ITS
LICENSORS DISCLAIM ANY WARRANTIES REGARDING THE SECURITY,
RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE Sem-Advance
SERVICES. Sem-Advance AND ITS LICENSORS DISCLAIM, ANY WARRANTIES
FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE Sem-Advance
SERVICES. Sem-Advance AND ITS LICENSORS DISCLAIM ANY WARRANTIES
FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE
Sem-Advance SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED BY
THE Sem-Advance SERVICES, AS WELL AS FOR ANY INFORMATION OR
ADVICE RECEIVED THROUGH ANY LINKS PROVIDED IN THE Sem-Advance
SERVICES.
YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN
MATERIAL OR DATA THROUGH THE USE OF THE Sem-Advance SERVICES AT
YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY
RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF
DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF
IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO
YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO
STATE AND JURISDICTION TO JURISDICTION.
14. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL
Sem-Advance OR ITS LICENSORS BE LIABLE TO ANY USER ON ACCOUNT OF
THAT USER'S USE OR MISUSE OF OR RELIANCE ON THE Sem-Advance
SERVICES. ARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT OR
THE SUBJECT MATTER HEREOF SUCH LIMITATION OF LIABILITY SHALL
APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER
SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING
NEGLIGENCE), OR OTHERWISE, (EVEN IF Sem-Advance OR ITS LICENSORS
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH
LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE
FROM USE OR MISUSE OF AND RELIANCE ON THE Sem-Advance SERVICES,
FROM INABILITY TO USE THE Sem-Advance SERVICES, OR FROM THE
INTERRUPTION, SUSPENSION, OR TERMINATION OF THE Sem-Advance
SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES).
THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES
INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH
OR ADVERTISED ON THE Sem-Advance SERVICES OR RECEIVED THROUGH
ANY LINKS PROVIDED IN THE Sem-Advance SERVICES, AS WELL AS BY
REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR
ADVERTISED ON THE Sem-Advance SERVICES OR RECEIVED THROUGH ANY
LINKS PROVIDED IN THE Sem-Advance SERVICES. THIS LIMITATION
SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF
PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR
LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO
THE PERFORMANCE OR NON-PERFORMANCE OF THE Sem-Advance SERVICES
OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED
OR RELATED IN ANY WAY TO, THE Sem-Advance SERVICES. SUCH
LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT
PERMITTED BY LAW.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR
LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES,
SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
Without limiting the foregoing, under no circumstances shall
Sem-Advance or its licensors be held liable for any delay or
failure in performance resulting directly or indirectly from
acts of nature, forces, or causes beyond its reasonable control,
including, without limitation, Internet failures, computer
equipment failures, telecommunication equipment failures, other
equipment failures, electrical power failures, strikes, labor
disputes, riots, insurrections, civil disturbances, shortages of
labor or materials, fires, floods, storms, explosions, acts of
God, war, governmental actions, orders of domestic or foreign
courts or tribunals, non-performance of third parties, or loss
of or fluctuations in heat, light, or air conditioning.
15. Miscellaneous Provisions. These Terms of Service will be
governed by and construed in accordance with the laws of the
State of Tennessee, without giving effect to its conflict of
laws provisions or your actual state or country of residence. If
for any reason a court of competent jurisdiction finds any
provision or portion of the Terms of Service to be
unenforceable, the remainder of the Terms of Service will
continue in full force and effect.
These Terms of Service constitute the entire agreement between
the parties with respect to the subject matter hereof and
supersedes and replaces all prior or contemporaneous
understandings or agreements, written or oral, regarding such
subject matter. Any waiver of any provision of the Terms of
Service will be effective only if in writing and signed by
Sem-Advance.