Semrush 제휴 프로그램 약관
Updated on: June 09, 2020
By signing up to be an Affiliate in BeRush Affiliate Program you are agreeing to be bound by the following terms.
These BeRush Affiliate Program Terms ("Agreement") constitute a legal agreement between Semrush Inc., a corporation organized under the laws of the State Delaware, with entity number 4164033 ("SEMrush", "BeRush", "SEMRush" "we" or "us") and you ("Affiliate" or "you"). This Agreement shall govern the relationship between Your Website and marketing activities and the SEMrush Website.
Please make sure you fully understand the contents of the Agreement. If you have any doubts about any of your rights and obligations resulting from your acceptance of the Agreement, please consult us or obtain legal support.
IF YOU DO NOT AGREE WITH ANY PROVISION OF THIS AGREEMENT, YOU MAY NOT CONTINUE WITH THE SIGNUP PROCESS OR FURTHER PARTICIPATE IN THE BERUSH AFFILIATE PROGRAM.
1.1. "Affiliate" or "you" means any person or legal entity, which completed the signup process on the BeRush Website and became the participant of BeRush Affiliate Program. Participation in the BeRush Affiliate Program is prohibited to individuals and entities who possess a voting or political interest in SEMrush, including SEMrush officers, directors, stockholders, and employees of SEMrush, and their immediate families.
"BeRush Affiliate Program" is a revenue-sharing program, developed by SEMrush that allows you, the Affiliate, to use marketing methods to promote our services and drive traffic to the SEMrush Website, pursuant to the provisions of this Agreement.
"BeRush Website" means www.berush.com.
"Commission" means the monetary compensation you receive, according to the Section 5 hereof, for participating in BeRush Affiliate Program; the Commission consists of percent of your total sale amount. The sale occurs when an End User visits SEMrush Website through a Reference Link and makes a payment for SEMrush Subscription or otherwise as described herein.
"Commission Payment" refers to payments systems, through which you can receive your Commission. You may receive your commission through PayPal or wire transfer. The minimum threshold for PayPal payments is $50 USD. The minimum threshold for wire transfers is $1,000 USD. Payments are processed only on the 10th and 25th day of each month; provided that if the payment date falls on a day that is not a business day (in SEMrush's sole discretion), payment will be made on the first business day thereafter.
"Cookie life period" unless otherwise stated herein, means 10 (ten) years from the date of End User's first arrival on the SEMrush Website through Affiliate's Reference Link according to this Agreement. The Cookie life period for End Users from China is 30 (thirty) days, due to the implementation of BeRush Affiliate Program along with its partners in that region.
"End User" means the authorized actual user of the SEMrush Service, who registers for a free/paid account on the SEMrush Website.
"Lead" means the potential end user of the SEMrush Service, who clicks on the Reference Link and who has been approved by SEMrush as an Affiliate's lead according to the terms herein. The Lead could be approved by SEMrush at its sole discretion, taking into account the following: (i) the Lead should be the new user for SEMrush; (ii) the Lead should use your Reference Link; (iii) the Lead should not be the pre-existing End User of SEMrush (iv) the Lead is not involved in our active sales process with our SEMrush sales representative(s) or SEMrush agents or resellers; (v) there should be no more than 3 (three) Leads per 1 (one) Affiliate per 1 (one) month. Affiliate can re-submit the Lead up to 2 (two) times after the initial submission, any further re-submission would be declined by SEMrush at its sole discretion.
"Net Revenue" means the initial SEMrush Subscription fee, any renewal fees, and any upgrade or downgrade fees that are actually paid to SEMrush by an End User for the SEMrush Service on the SEMrush Website. Net Revenue shall: (i) be calculated net of any discounts, taxes payable; (ii) be calculated including any subsequent refunds to End User.
"Particular Region" means the region consisting of China, Japan, South Korea and Singapore, where SEMrush and its partners implement the BeRush Affiliate Program.
"Reference Link" means a link that leads to SEMrush Website and contains your reference ID. You will receive your reference ID only after becoming the participant of BeRush Affiliate Program.
"SEMrush Service" means the access to the online marketing platform, applications, and tools, that the users view or subscribe for, that are developed, maintained, operated by us, accessible via SEMrush Website.
"SEMrush Subscription" means the subscription for the SEMrush Service specified on the SEMrush Website.
"Third Party" means any individual or legal entity, other than the party to this Agreement.
"Your Account" means your account on the BeRush Website, where your information is stored and where you can track your affiliate activity, including payment information.
"Your Website" or "Affiliate Website" means the world wide web site that you state during the signup to BeRush Affiliate Program, which is owned or operated by you.
2. AFFILIATE RIGHTS.
2.1. We grant you, subject to the limitations set forth below, a limited, non-exclusive, non-assignable, non-sublicensable, non-transferable, revocable right to: (i) demonstrate and promote the SEMrush Service to your prospects and customers, and (ii) to provide End Users access to use the SEMrush Service, in accordance with this Agreement and SEMrush terms and conditions, specified on the SEMrush Website, provided that End Users agreed to SEMrush terms and conditions, specified on the SEMrush Website.
2.2. You may place banners or Reference Links within your newsletters, on Your Website, or within another web-related content.
2.3. You can reach us by sending an email to email@example.com.
3. AFFILIATE OBLIGATIONS.
3.1. You must provide your full legal name, a valid email address, a valid domain name of Your Website and all other information requested in order to complete the signup process on the BeRush Website. All information you provide in your profile must be truthful. You are solely responsible for all the information you provide in Your Account profile and on Your Website.
3.2. As an Affiliate, you can only have 1 (one) account. You can list multiple domains in 1 (one) account, but only 1 (one) account is allowed.
3.3. As a prerequisite to payment, all Affiliates must submit W-8BEN/W-8BEN-E/W9 forms, as applicable, (hereinafter "forms") on the BeRush Website upon reaching the applicable payment thresholds described in Section 1 herein. Scanned or electronically completed and signed copies of these forms must be uploaded to Your Account on the BeRush Website. If the forms are not properly filed or submitted on time, payments will be delayed. Your full name in Your Account must match the name on the form. The form must be filled out on behalf of the party receiving the payment. The completed forms must be provided at least 2 (two) business days before the payout date (for payments via PayPal) or at least 2 (two) business days before sending the invoice to BeRush (for payments via wire transfer).
3.4. You will be solely responsible for the development, operation, and maintenance of Your Website and for all materials that appear on Your Website. You should ensure that materials posted on Your Website do not violate or infringe the rights of any Third Party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights). You will be solely responsible for the accuracy, truthfulness, and appropriateness of materials posted on Your Website. We do not endorse or accept any responsibility for any links that lead from Your Website to any other website apart from the SEMrush Website and for any content that can be found by following these links to Third-Party websites.
3.5. Affiliate warrants and guarantees on behalf of itself and its affiliates, subsidiaries, agents and subcontractors: (i) that all personal data, contained in the Leads (if any) or any other data or material, provided to SEMrush according to this Agreement, were collected in accordance with all applicable laws, including but not limited to, applicable data protection laws; (ii) that the Affiliate is fully allowed to transfer personal data to SEMrush and that the Affiliate received all necessary permissions so that SEMrush could store and process such personal data, use it in marketing purposes and for offering its services.
4. PROHIBITED USES.
4.1. You may not use the BeRush Affiliate Program for any illegal or unauthorized purpose. While using the SEMrush Service and/or participating in the BeRush Affiliate Program, you must not violate any laws in your area/state/country.
4.2. You cannot promote BeRush and/or SEMrush on any gambling websites, websites with adult/hate/violent/defamatory content or any other content that is considered offensive or inappropriate, and any websites that violate third-party rights and/or violate any applicable laws. BeRush may or may not review all content on Your Website(s) or used by you in your promotional methods. BeRush may require and you agree to provide us the information regarding traffic sources, promotional channels, and your promotional methods with regard to SEMrush Service. If your sources, channels, or methods with regard to SEMrush Service would be considered inappropriate or inconsistent with the terms of this Agreement, at SEMrush sole discretion, your account could be suspended, your use privileges could be revoked and Commissions could be canceled.
4.3. Affiliates may not share their Commission, received through BeRush Affiliate Program, with End Users. Commission cannot be split in any way between you, your employees, and any other Third Party, including End Users.
4.4. You cannot use and/or mention in any way: (i) the SEMrush or BeRush brand names as a keyword in your advertising campaigns across any search engines, including any misspellings in the brand name; (ii) the SEMrush or BeRush brand names in the domain name of Your Website, including any misspellings of the brand name; (iii) brand names, trademarks, of other companies as a keyword in your advertising campaigns across any search engines, including any misspellings in the brand name, trademark.
4.5. You may not modify the trademarks, banners, the content, or any of the images provided to you in any way, without our prior written consent.
4.6. Fraud is a serious offense and will be treated as such. Fraud is defined as any action that intentionally attempts to create sales, leads, or click-throughs using robots, frames, iframes, scripts, or manually "refreshing" of pages, for the sole purpose of creating Commissions. ANY ATTEMPTED FRAUD OR FRAUD OR ANY HARMFUL ACTION WILL RESULT IN ACCOUNT CANCELATION AND VOIDED COMMISSIONS. Affiliate has to provide all the documents requested by us within 30 (thirty) days in case we notice any potentially fraudulent activities associated with Your Account or coming through your Reference Links. Otherwise, Your Account will be blocked and the Commissions will be canceled.
4.7. You cannot SPAM. We will terminate Your Account on the first offense of spamming. Do not send emails to lists or groups that you do not have permission to send them to. We have the right to deactivate or delete Your Account on the first offense referring to this section.
4.8. You will not receive Commissions for self-referrals and for Affiliates, who violate our BeRush Affiliate Program Terms. You are also not allowed to refer the company you work for and receive Commissions for that.
4.9. You may not market SEMrush trials as discount offers/coupons and may not place SEMrush trials in discount/coupon sections of Your Website(s) unless otherwise agreed by BeRush in writing.
5. FTC DISCLOSURE REQUIREMENTS.
5.1. Where it is not expressly clear that the Reference Link is a paid advertisement, paid advertising, or otherwise promotional in nature, and/or that you are receiving compensation from SEMrush Inc. in connection with the BeRush Affiliate Program, you must include a disclosure statement within any and all pages, blog posts, social media posts, or any other content where you include the Reference Link or otherwise advertise or endorse the SEMrush Website or SEMrush in connection with the BeRush Affiliate Program. This “material connection disclosure” statement should be clear and concise, stating that we are compensating you for your participation in the BeRush Affiliate Program. Also, any statements you make about SEMrush must reflect your honest opinions, beliefs, or experiences and must not be false, misleading, or unsupported. You must follow these guidelines in making your material connection disclosures:
Disclosures must be made as close as possible to the claims;
Disclosures should be placed above the fold; scrolling should not be necessary to find the disclosure. (e.g. Disclosure should be visible before the jump);
Pop-up disclosures are prohibited.
For more information about FTC disclosure requirements, see the FTC’s “Dot Com Disclosures” Guidelines at https://www.ftc.gov/os/2013/03/130312dotcomdisclosures.pdf; the FTC’s Endorsement Guidelines at https://www.ecfr.gov/cgi-bin/text-idx?SID=701066299822530421fece37367c91d3&mc=true&node=pt16.1.255&rgn=div5; and the FTC’s Native Advertising Guidelines at https://www.ftc.gov/tips-advice/business-center/guidance/native-advertising-guide-businesses.
6. COMMISSION PAYMENT.
6.1. To be eligible to earn a Commission, the End User must purchase SEMrush Subscription within the stated Cookie life period of coming to SEMrush Website through the Reference Link from Your Website, email, or other communications. If a sale occurs after Cookie life period expires and the End User has not returned through the Reference Link and purchased the SEMrush Subscription, then no Commission shall occur.
6.2. For avoidance of doubt, Commissions shall be paid only for purchases of brand new referrals, that occur after the End User clicked on your particular Reference Link(s) containing your reference ID, directly from the SEMrush Website. In other words, to be eligible for a Commission, the End User you referred shall be a new user for SEMrush, shall use your Reference Link to register and subsequently purchase an account and shall purchase SEMrush Subscription directly from SEMrush Website: Pro, Guru and Business subscriptions, both monthly and annual. In case of purchase by the End User as described herein of any custom or discounted accounts, Affiliate receives a partial commission of 20% (twenty percent) from the SEMrush Subscription price, up to a maximum amount of $1900 USD.
6.3. Your Commission is equal to 40% (forty percent) of the total sale amount unless otherwise stated herein. Your Commission is equal to 20% (twenty percent) of the total sale amount if the End User purchased SEMrush Subscription from the Particular Region according to the terms of this Agreement. Commission Payments via PayPal are processed twice a month: on the 10th and 25th days of each month: payments on the 10th day cover sales accrued between the 16th and 31st days of the previous month, and payments on the 25th day cover sales accrued between the 1st and 15th days of the current month. Please note the applicable payment thresholds described in Section 1 herein. We also draw your attention to the fact that the money credited to Your Account does not accrue interest. Commissions are only earned on paid accounts on the SEMrush Website . If the End User cancels or does not pay for SEMrush Subscription after the trial period is over, asks for a refund, or uses limited free registration, no Commission will accrue. Commission structure is subject to change at our discretion.
6.4. You can receive a partial Commission of 20% (twenty percent) from the SEMrush Subscription price if the Lead purchase SEMrush Subscription within 30 (thirty) days from Lead's approval by SEMrush.
6.5. Commissions earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods will be voided. Fraudulent activities will also result in immediate account cancelation.
6.6. All statistics are collected and calculated by BeRush, and will be the only valid statistics used for determining Commission.
6.7. Сhargeback fee will be deducted from your earned Commission.
6.8. If you do not withdraw your Commission within 4 months from reaching the applicable payment thresholds described in Section 1 herein, we reserve the right to charge the amount on the balance with a monthly fee of 10% (ten percent).
6.9. Affiliates must withdraw Commission within 2 (two) years since it was accrued. After the expiration of this 2 (two) years period, BeRush has the right to write off the unclaimed Commission.
6.10. From time to time SEMrush may change SEMrush Subscription prices, therefore these changes may affect both the Commission you will earn and the truthfulness of the information you will provide. We cannot guarantee the availability of SEMrush Subscriptions at the prices that you list on Your Website, if they are outdated.
7. RECURRING COMMISSIONS AND COOKIE DURATION.
7.1. Unless otherwise stated herein, when the End User with your reference ID recorded in the SEMrush cookie registers an account with SEMrush, you will receive a Commission for as long as the End User maintains the SEMrush paid Subscription on the SEMrush Website or until terminated by either party in accordance with these BeRush Affiliate Program Terms, provided that you remain eligible to receive a Commission pursuant to BeRush Affiliate Program Terms. If at any time the End User account is cancelled, suspended, or refunded, you will become ineligible to receive Commission on any future fees collected from that End User.
8. TERM AND TERMINATION.
8.1. This Agreement starts upon Your Account confirmation through the confirmation link in the email you receive during the signup process on BeRush Website and continues until terminated by either party in accordance with these BeRush Affiliate Program Terms.
8.2. Either party may terminate this Agreement at any time in its sole discretion with written notice to the other at least 30 days prior to the termination date.
8.3. Notwithstanding the above, BeRush reserves the right to terminate any User account for abusive or fraudulent activity, for failure to comply with this Agreement, or for any other reason in its sole discretion.
8.4. Termination of this Agreement will result in the deactivation or deletion of Your Account or your access to Your Account, and the forfeiture and relinquishment of all potential or to-be-paid Commissions in Your Account if they were earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods. Upon termination of this Agreement, all rights of the Affiliate specified in this Agreement shall terminate immediately.
8.5. Upon any termination of this Agreement for any reason, all provisions regarding indemnification, warranty, liability and limits thereon, and confidentiality and protection of proprietary rights and trade secrets, and any provisions which expressly or by their nature are required to survive such termination in order to achieve their purpose shall so survive until it shall no longer be necessary for them to survive in order to achieve their purpose.
9.1. The Affiliate is not permitted to use any of the content of any websites owned and/or operated by SEMrush without written consent of SEMrush and the Affiliate shall not frame any pages or parts of any pages of SEMrush Website, BeRush Website or any other website nor will the Affiliate create the impression that the Affiliate Website is SEMrush Website or BeRush Website or any part of SEMrush Website or BeRush Website. The Affiliate agrees not to make any representations and/or give any warranties and/or guarantees relating to SEMrush Service and/or their efficacy other than those given by SEMrush and/or as otherwise approved by us in writing.
10. OWNERSHIP AND INTELLECTUAL PROPERTY; USE OF TRADEMARKS.
10.1. Affiliate acknowledges and agrees that all rights, title, and interest to, any and all intellectual property rights of all types or nature whatsoever, including, without limitation, patent, copyright, trademark, database rights as well as moral rights, know-how, and trade secrets (and any licenses in connection with any of the same), whether or not registered or capable of registration, and whether subsisting in any specific country or countries or any other part of the world, in BeRush Affiliate Program, BeRush platform (technology, hardware, software, etc.), any code or software (SDK, API, etc.) which may be provided to Affiliate or End User under this Agreement and any work products created and/or delivered herein and related documentation (forming the BeRush Website, BeRush Affiliate Program) are and will remain solely and exclusively our property and/or the property of SEMrush, SEMrush licensors or SEMrush affiliates. Affiliate is granted no title or ownership rights in BeRush Website or BeRush Affiliate Program. Affiliate's right to use BeRush Website, participate in BeRush Affiliate Program, and any part thereof is strictly limited to the provisions of this Agreement and we reserve all rights not expressly granted herein.
10.2. SEMRush® and SeoQuake® are trademarks, DBAs and trade dress and/or service marks of SEMrush and/or our affiliates and subsidiaries. Other marks, graphics, icons, names and logos used or displayed on or through BeRush Website are trademarks, trade dress and/or service marks ("Marks") of us and our affiliates and subsidiaries or otherwise are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us and may be subject to such third parties' terms and conditions. Affiliates and End Users may not use any metatags or any other "hidden text" utilizing any of the aforementioned trademarks, trade dress and/or service marks without our and respective owner's prior written permission. Affiliate's right to use the Marks is strictly limited to the manner of use as instructed and approved by us, which right may be revoked or changed at any time at our (or the respective owners' or licensors') sole discretion. Affiliate will accordingly change or remove such display of materials immediately upon request by us or the respective Mark owners or licensors. Affiliate acknowledges and agrees that Affiliate shall not contest the ownership of the Marks on BeRush Website for any reason. Affiliate's use or display of Marks will terminate effective upon the termination of this Agreement, deactivation or deletion of Your Account or upon notification by us or the respective owner or licensor to discontinue such use or display.
10.3. Affiliate hereby grants us a worldwide, non-exclusive, unlimited, and royalty-free license to use Affiliate's brands, names, logos, trademarks, trade names, and service marks as used by Affiliate for informational and advertising purposes only.
10.4. Affiliates are under no obligation to give BeRush any ideas, suggestions, comments, or other feedback related to BeRush Website or SEMrush Website, BeRush Affiliate Program, or the business or operations of BeRush. If any Affiliate shares ideas, suggestions, comments, or other feedback with BeRush, BeRush will own such idea, suggestion, comment, or feedback. Affiliate hereby assigns all of Affiliate's right, title, and interest in such idea, suggestion, comment, or feedback to BeRush and agrees that BeRush will be free to use and implement same, without restriction or obligation of any kind, without, however, any obligation to do so.
11.1. You agree to defend, indemnify and hold harmless BeRush and its officers, directors, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (a) your use of and access to BeRush Website and participation in BeRush Affiliate Program; (b) your violation of any term of this Agreement or applicable law; or (c) your violation of any Third Party right, including without limitation any copyright, property, or privacy right. This defense and indemnification obligation will survive the termination of this Agreement and your use of BeRush Website and participation in the BeRush Affiliate Program.
12.1. Each party represents and warrants to the other party as to itself that the person executing this Agreement is authorized to do so on such party's behalf. IF YOU ARE AN INDIVIDUAL, YOU REPRESENT AND WARRANT THAT YOU WERE AT LEAST 18 YEARS OF AGE ON THE EFFECTIVE DATE OF THIS AGREEMENT. If you are under 18, please do not attempt to participate in BeRush Affiliate Program or send any information about yourself to us, including your name, address, telephone number, or email address. If we learn that we have collected personal information from anyone under age 18 without verification of parental consent, we will delete that information as quickly as possible.
13. NON-INFRINGEMENT WARRANTIES.
13.1. You represent and warrant that: (i) you have all appropriate authority to operate, and to post any and all content on Your Website(s); (ii) you have all appropriate rights to promote with any promotional method you may choose to use; (iii) Your Website(s) and your promotional methods do not and will not infringe a Third Party's or BeRush's proprietary rights; and (iv) you shall remain solely responsible for any and all Your Website(s) and all of your promotional methods and/or campaigns and any consequences resulting therefrom.
14. DISCLAIMER OF WARRANTIES.
14.1. EXCEPT WHERE PROHIBITED BY LAW, BERUSH AFFILIATE PROGRAM AND BERUSH WEBSITE ARE PROVIDED "AS-IS" AND "AS AVAILABLE" AND WE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE BERUSH AFFILIATE PROGRAM OR THE BERUSH WEBSITE (A) WILL MEET YOUR REQUIREMENTS AND/OR EXPECTATIONS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. WE FURTHER MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING THE ACCURACY OR COMPLETENESS OF THE CONTENT ON ANY SITES LINKED TO ON THE BERUSH WEBSITE.
15. LIMITATION OF LIABILITIES.
15.1. In no event shall BeRush, its officers, directors, employees, or agents, be liable to you or to any Third Party for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever arising from or related to either this Agreement, or use of BeRush Website or participation in BeRush Affiliate Program. Our liability to you for any damages arising from or related to this Agreement, will at all times be limited to the greater of (a) $50 (fifty USD) or (b) Commission you received in the prior 12 (twelve) months (if any). The existence of more than one claim will not enlarge this limit. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
15.2. The Affiliate accepts that the operation of the BeRush Affiliate Program, Reference Links, or BeRush Website may not be completely free of interruption, errors, or omissions and BeRush is not liable for the consequences of any interruptions or errors in the performance or content of the BeRush Website or Reference Links.
15.3. BeRush does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by the Third Party through BeRush Website, hyperlinked website or Reference Links or featured in any banner or other advertising, and BeRush will not be a party to or in any way be responsible for monitoring any transaction between you and Third Party providers of products or services.
15.4. We make no representations that BeRush Affiliate Program or BeRush Website are appropriate or available for use in all locations. Those who access or use BeRush Website or participate in BeRush Affiliate Program from jurisdictions prohibiting such use, do so at their own volition and are responsible for compliance with local law.
15.5. We reserve the right to use Third-Party service providers in the provisions of all or part of the Agreement including, but not limited to, hosting providers, payment processing services, information and communication services, analytics services, internet advertising platforms, advertising service providers, and platforms. Where any of the aforementioned services are provided by third parties, the Affiliate may be subject to such Third Party's terms and conditions. We accept no responsibility for services provided by any Third Party.
16. EXPORT RESTRICTIONS.
16.1. Exports, re-exports, and transfers of either BeRush or SEMrush products and services, including technology, software, software source code, technical data, related technology, and the direct products thereof, including the SEMrush/BeRush Website content and the SEMrush Services (the "SEMrush Items") are subject to US export controls and sanctions, the most important of which are administered by the Commerce Department's Bureau of Industry and Security ("BIS") under its Export Administration Regulations ("EAR"), the Treasury Department's Office of Foreign Assets Controls ("OFAC") under its Foreign Assets Control Regulations, and other applicable export control laws and regulations of non-U.S. government agencies. You may not access, download, distribute, use, export, or re-export the SEMrush Items in violation of United States export laws or regulations, or in violation of any other applicable laws or regulations. You agree to comply with all export laws and restrictions and regulations of any United States or foreign agency or authority, and not to directly or indirectly provide or otherwise make available the SEMrush items in violation of any such restrictions, laws or regulations, 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 SEMrush Items for a military end-use or a military end-user in China, Russia or any other country designated in EAR Supplement No. 1 to Part 740, Country Group D1. The SEMrush Items may not be downloaded or otherwise provided or made available, either directly or indirectly, (i) into Iran, Libya, North Korea, Sudan, Myanmar, Syria 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 this Agreement, 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 the SEMRush Items with anyone whose status is described in items (i) and (ii) above.
17.1. Assignment. This Agreement, any part thereof or any rights or obligations under it may not be novated, assigned, outsourced or transferred by you without our advance written consent, but may be assigned by us without restriction or limitations. Any assignment or transfer in violation of the aforementioned provisions shall be deemed null and void. Subject to the forgoing, the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
17.2. Force Majeure. We shall not be liable for failing or delaying performance of our obligations resulting from any condition beyond our reasonable control, including but not limited to, use of third parties' equipment or services, communications failure, governmental action, war, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
17.3. Headings and References. Headings of Sections are for the convenience of reference only. Words indicated in quotes and capitalized signify an abbreviation or defined term for indicated words or terms, including those definitions contained in the opening paragraph.
17.4. Relationships. You and us are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representatives, or employment relationship between you and us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Website or otherwise, that reasonably contradict anything in this Agreement.
17.5. Choice of Law. This Agreement and all matters arising therefrom and any dispute arising between the parties in connection with this Agreement shall be governed and construed in accordance with the laws of United States of America and the Commonwealth of Pennsylvania notwithstanding the conflict of law provisions thereof. The federal and/or state courts in the Commonwealth of Pennsylvania, as applicable, shall have exclusive jurisdiction in any legal proceedings resulting or connected with this Agreement, and the Affiliate hereby irrevocably submits to such exclusive jurisdiction. However, this shall not prevent us from bringing any action in the court of any other jurisdiction for injunctive or similar relief.
17.6. Tax Status and Obligations. BeRush is not obligated to and shall not provide you with tax and/or legal advice. BeRush undertakes no duty to investigate or research your tax status and/or obligations, and such research and investigation are solely your responsibility. You are obligated to independently assess and comply with all relevant tax and legal requirements, and you are solely responsible for your own sales tax collection, reporting, and any other obligation arising from Commission income. If BeRush provides you with information, that information shall not be deemed tax or legal advice, and BeRush shall not be responsible for the accuracy of such information.
17.8. Languages. This Agreement is in the English language, which prevails over any translations of it to other languages, made by us and provided to you for your convenience, as applicable. BeRush Affiliate Program is designed in the English language and its translations into other languages may contain inaccuracies for which we shall not bear any responsibility; we suggest using the English version and resorting to versions in other languages only for references and at your own risk. You also agree to have all communications with us in English.
17.9. No Waiver. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy; and will not be construed as a waiver of any subsequent breach or default under the same or any other provision of this Agreement.
17.10. Severability. All the provisions of this Agreement are distinct and severable. If any provision of this Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, unenforceable or illegal, this shall not impair the operation of this Agreement or affect the other provisions which are valid.
17.12. Marketing. You agree that BeRush may identify you as a BeRush Affiliate and may use your name and/or logo solely for such purpose in its marketing materials.
17.13. Amendment. BeRush has the right to change, modify or amend (" Change ") these BeRush Affiliate Program Terms, in whole or in part, by posting a revised BeRush Affiliate Program Terms on BeRush Website. Your continued participation in BeRush Affiliate Program after the date of such Change shall be deemed your acceptance of the revised BeRush Affiliate Program Terms.
17.14. Acknowledgment. You confirm that you have read, acknowledge, and agree to all the terms and conditions of BeRush Affiliate Program Terms. You acknowledge that you have independently evaluated the desirability of accepting BeRush Affiliate Program Terms and are not relying on any representation, guarantee, or statement other than as set forth in BeRush Affiliate Program Terms.
17.15. Electronic Notices. You agree to receive communications from us in an electronic form. Electronic notices will be delivered to your email address, which you used for registration purposes, as it may be subsequently changed by you by written notice to us. All communications in electronic format will be considered to be "in writing" and to have been received on the day that we send them. We reserve the right, but assume no obligation, to provide communications in paper format.
17.16. Notices. All notices, requests, claims, demands, and other communications regarding these BeRush Affiliate Program Terms are welcomed and should be addressed to firstname.lastname@example.org.
18. CONTACT INFORMATION
18.1. Tel.: +1 408 844 4633