These Semrush Event Attendee Terms and Conditions (“Event Terms”) govern your registration for and participation in any event, show or conference organized by or in cooperation with Semrush. These Event Terms are a legally binding agreement between the Event attendee (“you“) and Semrush Inc., a Delaware corporation with its principal place of business at 800 Boylston Street, Suite 2475, Boston, MA 02199, USA (“Semrush“, “we” or “us“). By registering for and/or participating in the Event, you acknowledge that you have read, understood, and agree to be bound by these Event Terms.
PLEASE READ THESE EVENT TERMS CAREFULLY. IF YOU DO NOT AGREE WITH THESE EVENT TERMS, YOU MAY NOT REGISTER FOR OR PARTICIPATE IN THE EVENT.
- EVENT ORGANIZATION
1.1 Event. These Event Terms apply to any event organized by Semrush alone or in conjunction with others (an “Event”). An Event may be organized online or offline. The Event program, time, dates, venue, Participation Fee (defined below) shall be as set forth on the webpage that is dedicated to the particular Event or in the event description sent by Semrush to you (“Event Description“). Semrush reserves the right to change the Event Description at any time.
1.2 Co-organization. If the Event is organized in cooperation with Semrush, your interactions with the co-organizer are governed by the relevant terms of the co-organizer.
- REGISTRATION AND PARTICIPATION
2.1 Registration. To register for the Event, you must complete the Event registration process specified in the Event Description. You represent and warrant that: (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are at least 18 years of age and have the capacity and authority to register for the Event; and (d) your registration for and participation in the Event does not and will not violate any applicable law or regulation. Event registration is subject to availability and may be closed earlier than the deadline posted in the Event Description, as determined in our sole discretion. We reserve the right to refuse any registration to any prospective attendee in our sole discretion.
- PARTICIPATION RESTRICTIONS AND NON-PERFORMANCE
3.1 Participation Restrictions. By registering for and/or participating in an Event, you agree not to: (a) sell, trade, transfer, or share your access link and/or entrance code or ticket to the Event without our written consent; (b) record or broadcast audio or video of sessions at Event without our prior written consent; (c) engage in any activities which could, in the opinion of Semrush, cause damage to Semrush or the Event or detract from other Event attendees; (d) engage in the activities that could cause damage or nuisance to Semrush, the Event venue or other Event attendees; (e) engage in any activity that could disrupt fair competition; and (f) violate applicable law, the rights of third parties and the rules of conduct of the Event venue (if any).
3.2 Non-Performance. In case of any breach of these Event Terms or failure to follow the instructions given by or on behalf of Semrush or the Event venue with regard to the Event, Semrush is entitled, where necessary, at your expense, to take appropriate measures as determined by Semrush, including but not limited to, cancel your participation, deactivate or cancel your access link and/or entrance code or ticket, and request you to leave the Event. In addition to the rights specified above, Semrush has the right to claim for the costs, full compensation for any loss or damage suffered and/or yet to be suffered.
- ALLOCATION OF RIGHTS
4.1 Recordings. By registering for and/or participating in the Event, you grant us, our affiliates, agents, employees, independent contractors, successors and assigns the right to record, film, live stream, photograph, and capture your voice and image in any media at the Event (“Recordings”). You grant us and our affiliates, agents, employees, and assigns an irrevocable, nonexclusive, perpetual, worldwide, royalty-free right and license to use, reproduce, modify, distribute, and translate, for any purpose relating to our business, all or any part of the Recordings. We may edit the Recordings, use them alone or together with other information, and allow others to copy, use and distribute them. To the maximum extent permitted by law, you waive any moral rights you may have in the Recordings.
4.2 Your Materials. For the purposes of the Event, you may provide us material, information and/or content, and your trade marks, trade name and logos (collectively, “Your Materials”). You hereby grant us the right to use any of Your Materials in any medium of advertising or marketing materials solely in connection with your participation in the Event. Except for the limited right of use by Semrush as described herein, you retain all right to Your Materials. You represent and warrant that: (a) Your Materials are true and accurate to the best of your knowledge; (b) you have all the rights to provide Your Materials and to grant the licenses as described herein; and (c) the use and provision of Your Materials does not infringe any applicable laws or third party rights.
4.3. Semrush Marks. Semrush® and SeoQuake® and all other Semrush marks (the “Semrush Marks”) are the trademarks or service marks of Semrush or its affiliate. All other marks and logos are property of their respective owners. You may not use the Semrush Marks, including in metatags or any “hidden text”, without our prior written permission. You may not use Semrush Marks in any manner that disparages Semrush or its products or services or portrays Semrush in a false, competitively adverse or poor light. Your use of Semrush Marks is subject to the usage guidelines made available by Semrush from time to time. You agree not to contest the ownership of the Semrush Marks or to register or attempt to register any confusingly similar mark in any jurisdiction for any reason.
4.4 Reservation Of Rights. Except for the rights and licenses expressly granted herein, each party will retain all right, title and interest in and to its products and services, and all content, data, information and all materials on its website(s), and all intellectual property rights, including copyrights, patent rights and trademark rights, relating to any of the foregoing, and nothing contained in these Event Terms will be construed as conferring upon such party, by implication, operation of law or otherwise, any other license or other right unless otherwise expressly stated herein.
5. COMPLIANCE WITH LAWS
You shall comply with all export laws and restrictions and regulations of any United States or foreign agency or authority, and you represent and warrant that you are not located in, under the control of, or a national or resident of (a) 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 (b) on the list of, or controlled by a person or entity on the list of, 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 you further agree, warrant and represent that you will not share any Semrush information with anyone whose status is described in items (a) and (b) above. You shall comply with all other applicable laws, including, but not limited to, laws pertaining to data, privacy, anti-bribery and anti-trust.
6. PARTICIPATION FEES
For Events for which a participation fee (the “Participation Fee”) is required to attend, except as otherwise agreed in writing with Semrush, you agree to pay the Participation Fee as set forth in the Event Description. You are responsible for any and all expenses you may incur in connection with your participation in the Event, including but not limited to any travel and/or telecommunications related expenses. Participation Fees may be subject to sales tax, value added tax, or other taxes and duties which, if applicable, will be charged to you in addition to the Participation Fees. Except as otherwise set forth on the Event Description: (i) all payment obligations are non-cancellable and all Participation Fees paid are non-refundable; (ii) cancellation does not entitle you to a refund of any prepaid or unused Participation Fees and you agree to promptly pay all unpaid Participation Fees due before the Event start date specified in the Event Description.
- TERM AND CANCELLATION
7.1 Term. These Event Terms are effective as of the date you register for the Event and end on the completion of the Event, unless otherwise set forth in the Event Description.
7.2 Cancellation By You. You may cancel your participation in the Event at any time by sending a written notice of cancellation to email@example.com thirty (30) days prior to the Event.
7.3 Cancellation By Us. We may cancel your participation in the Event at any time and for any reason, including without limitation, in the event: (a) we determine in good faith that your participation violates any applicable law, these Event Terms or the rights of any third party; (b) we are prohibited by court order or order of another governmental authority from organizing the Event; (c) we reasonably determine that your participation in the Event may be used for any abusive, illegal or fraudulent activity; or (d) that the Event is subject to a security incident, denial of service attack, or other event that impacts the security of the Event or the venue of the Event. We may also cancel the Event at any time for reasons including, for example, availability or suitability of venue or speakers or on security, health, or safety grounds. We are not responsible for any damages, direct or indirect, resulting from such cancellation. If we cancel the Event or your participation and you are in compliance with these Event Terms, we may issue you a refund of your Participation Fee (if any) in accordance with the refund terms described in the Event Description.
7.4 Survival. Sections 4, 5, 7, 8, 9 and 11 of these Event Terms will survive any expiration or termination of these Event Terms. Notwithstanding the foregoing, the expiration or termination of the Event Terms will not relieve the parties of any liability or obligation that accrued prior to such expiration or termination.
- ASSUMPTION OF RISK, WARRANTY DISCLAIMER & LIMITATION OF LIABILITY
8.1 Assumption Of Risk. You acknowledge and agree that your registration and participation in the Event is voluntary, and you understand the nature of the Event. To the maximum extent permitted by law, you agree that you solely assume the risks associated with attending and participating in the Event.
8.2 Disclaimer. EXCEPT WHERE PROHIBITED BY LAW AND EXCEPT AS SPECIFICALLY PROVIDED FOR IN THESE EVENT TERMS, SEMRUSH EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES IN CONNECTION WITH THESE EVENT TERMS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, ANY WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE, AND THEIR EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION.
8.3. Warranty Disclaimer With Regard To Third Party Sites, Third Party Services and Products. The Event may refer or link to third party sites, products or services. We are not responsible for monitoring any transaction between you and any such third parties and do not warrant, endorse, guarantee, or assume responsibility for them. Semrush and its affiliates disclaim any liability with respect to any third party sites and any third party services and products that you use.
8.4. Limitation of Liability. With the exception of any indemnification obligations stated herein, in no event will either party and its respective affiliates, officers, directors, employees, or agents be liable for any indirect, incidental, special, punitive, or consequential damages or loss of profits, revenue, data or business opportunities arising out of or related to this agreement, whether an action is in contract or tort and regardless of the theory of liability whatsoever arising from or related to either these Event Terms or participation in the Event. Our maximum aggregate liability to you for any damages arising from or related to this agreement is limited to the greater of (a) fifty dollars (US $50) or (b) Participation Fee you have paid to us. You understand and agree that if you do not agree to this limitation of liability, we would not accept your participation in the Event. The foregoing limitation of liability shall apply to the fullest extent permitted by law.
9. RELEASE OF CLAIMS AND INDEMNITY
9.1 Release Of Claims. To the maximum extent permitted by law, you (for yourself, your heirs, dependents, personal representatives, assigns, and anyone else who might make a claim on your behalf or as a result of your death or injury) hereby release Semrush and its affiliates, and their respective directors, officers, employees, contractors, representatives, agents, successors, and assigns, from any and all claims, demands, causes of action, suits, damages, losses, debts, liabilities, costs and expenses (including without limitation reasonable attorneys’ fees and costs) that you may have now or in the future associated in any way with the Event, the Recordings, or Your Materials.
9.2 Indemnity. You agree to defend, indemnify and hold harmless Semrush 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 breach or other violation of these Event Terms, (b) Your Materials, (c) your registration and/or participation in the Event, or (d) your violation of applicable law or any third party right, including without limitation any privacy, intellectual property or other proprietary right. Semrush reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Semrush’s defense of such matter.
10.1 Changes to Event. We may change the Event program, dates, times and venue of the Event by providing written notification of such changes before the start of the Event. If any change is not acceptable to you, you may, as your sole remedy for such change, cancel your participation in the Event by sending a cancellation request to firstname.lastname@example.org.
10.2 Changes To Event Terms. We may change these Event Terms from time to time by posting the updated agreement on the Event webpage. The revised Event Terms will become effective immediately upon posting the updated Event Terms on the Event webpage. If any change to these Event Terms is not acceptable to you, you may, as your sole remedy for such change, send a cancellation request email to email@example.com.
- GENERAL PROVISIONS
11.2 Assignment. You may not assign or transfer this agreement, or rights or obligations under it, without our prior written consent. We may assign this agreement, in whole or in part, without restriction. Any assignment or transfer in violation of the foregoing shall be deemed void and of no effect. Subject to the foregoing, the provisions of this agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
11.3 Force Majeure. We shall not be liable for failure or delay of performance of our obligations resulting from any condition beyond our reasonable control, including but not limited to, third party equipment or services, communications failure, governmental action, war, acts of terrorism, earthquake, fire, flood or other acts of God, pandemic, labor conditions, power failures, and Internet disturbances.
11.4 Governing Law; Jurisdiction; Attorneys’ Fees. These Event Terms will be governed by the laws of the Commonwealth of Massachusetts. No choice of law principles will apply to this agreement. The United Nations Convention on Contracts for the International Sale of Goods and any jurisdiction’s adoption of the Uniform Computer Information Transactions Act (or any similar law) will not apply to this agreement. Each party irrevocably consents to the exclusive personal jurisdiction and venue of the courts of the Commonwealth of Massachusetts to settle any dispute or claim that arises out of or in connection with these Event Terms or its subject matter or formation (including non-contractual disputes or claims). The prevailing party shall be entitled to recover its reasonable attorneys’ fees in any action brought under these Event Terms. Notwithstanding the foregoing, any claim by either party against the other pursuant to the indemnity clauses of this agreement, may be brought in the court or instance in which the third party claim that is the subject of the indemnity, has been lodged against that party.
11.5 Notices. Notices to you shall be given to the email address on file associated with your registration to the Event. To change the email address on file, you must notify Semrush at firstname.lastname@example.org. You agree to receive communications from us in an electronic form. All notices to you will be deemed received when sent. We may, but are not obligated to, provide communications in paper format. Notices to us shall be given to email@example.com.
11.6 Entire Agreement. These Event Terms is the entire agreement between you and Semrush concerning your participation in the Event and supersedes all other proposals and agreements, whether in oral, written or electronic form. In the event of any conflict between these Event Terms and any other document, these Event Terms shall prevail. No terms in any purchase order or in any order documentation are incorporated into or form any part of this agreement, unless otherwise mutually agreed between you and us in writing.
11.7 Languages. You agree that these Event Terms are written in the English language and that the English language version of these Event Terms and any related document (including notices) shall prevail. Notwithstanding the foregoing, if you are located in a country whose laws require that contracts be in the local language in order to be enforceable, then the version of these Event Terms that governs is the local language version that is produced by Semrush within a reasonable time following your written request to us.
11.8 No Waiver. No failure or delay by Semrush to exercise any right or remedy will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
11.9 Severability. If any provision of these Event Terms is found by any court or other authority of competent jurisdiction to be invalid, unenforceable or illegal, this shall not impair the operation of these Event Terms or affect the other provisions which are valid.
11.10 Relationship of the Parties. These Event Terms do not create or imply any agency, partnership or franchise relationship. Nothing in these Event Terms, express or implied, is intended to or shall confer on any third party any right, benefit or remedy of any nature whatsoever.
11.11 No Third Party Beneficiaries. Nothing in these Event Terms is intended to or shall confer upon any person other than the parties and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of these Event Terms.
You may contact us in connection with the Event by phone at +1 (855) 814-4510, or by e-mail at firstname.lastname@example.org.
Last updated: 07/15/2020
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