Effective Date: February 16, 2024
BY CLICKING THE “I ACCEPT” BUTTON DISPLAYED ONLINE AS PART OF THE ORDERING PROCESS, REGISTRATION PROCESS, OR SIGNING AN ORDER CONFIRMATION THAT REFERS TO THESE TERMS, YOU (“CLIENT”, “YOU”) AGREE TO THE FOLLOWING TERMS AND CONDITIONS (“TERMS”) BETWEEN YOU AND KEITARO (“KEITARO”, “WE”, “US”) GOVERNING YOUR USE OF KEITARO ONLINE SERVICE, INCLUDING BUT NOT LIMITED TO KEITARO AND THE USE OF SOFTWARE COMPONENTS ON A HOSTED BASIS AND ASSOCIATED SUPPORT OPTIONS (COLLECTIVELY, “SERVICE”). IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, IN WHICH CASE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST SELECT THE “I DECLINE” BUTTON AND NOT SIGN THE ORDER CONFIRMATION, AND YOU MAY NOT USE THE SERVICE.
Subject to these Terms, Keitaro will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage. Your registration for, and/or use of, the Service shall be deemed to be your agreement to abide by these Terms including any materials available on the Keitaro website incorporated by reference herein, including but not limited to Keitaro’s privacy policy (“Privacy Policy”). For reference, a Definitions section is included at the end of these Terms. Keitaro offers multiple products and editions of its products. These Terms govern all products and services offered through the Keitaro website (“Site”).
Keitaro’s Privacy Policies may be viewed online on the Site. Keitaro reserves the right to modify its Privacy Policies in its reasonable discretion from time to time. Keitaro customers who receive communications may “opt out” of receiving future marketing and other communications from Keitaro. Keitaro reserves the right to disclose who its customers are, including disclosure on the Site and in its marketing materials.
Keitaro hereby grants you a non-exclusive, non-transferable, limited, revocable, worldwide right to use the Service during the License Term, solely for your own internal business purposes, subject to the provisions of these Terms. In the event that your online ordering process or your Order Confirmation provided for a specific number of Users, your license to use the Service is limited to the specified number of Users. All rights not expressly granted to you are reserved by Keitaro and its licensors. You may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking, reverse engineering, or other competitive purposes. You are not allowed to (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service, Keitaro Technology or the Keitaro Content in any way; (ii) modify or make derivative works based upon the Service, Keitaro Technology or the Keitaro Content; (iii) embed the Service as a “iframe” or “frame” from within another application; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using ideas, features, functions or graphics that are similar to those related to the Service, or (c) copy any ideas, features, functions or graphics of the Service. The Service cannot be shared or used by more than one individual unless (and solely to the extent that) the Order Confirmation allows for sharing within your internal organization. Sharing of the Service outside your organization is never allowed. The proper assignment of username and passwords for the Service and adherence to all provisions of these Terms and Order Confirmation are your sole responsibility. You are responsible for maintaining the confidentiality of your usernames, passwords and accounts. Usernames and passwords may not be shared by more than one individual and may not be transferred from one individual to another. You may use the Service only for your internal business purposes and shall not: (i) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (ii) interfere with or disrupt the integrity or performance of the Service or the data contained therein, or Keitaro’s sites, servers or networks; (iii) attempt to gain unauthorized access to the Service or its related systems or networks; or (iv) take any action that imposes an unreasonably or disproportionately large load on Keitaro’s infrastructure. Keitaro shall be entitled to adjust the scope of the Service and the underlying technical infrastructure to reflect the continuing development of the Service and technical advances.
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You will: (i) notify Keitaro immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Keitaro immediately and use best efforts to stop immediately any copying or distribution of Keitaro Content that is known or suspected by you or your Users; (iii) not impersonate another Keitaro user or provide false identity information to gain access to or use the Service; (iv) not use the Service to defame, abuse, harass, threaten or otherwise violate the legal right of others; (v) not publish, post, upload, email, distribute or disseminate any defamatory, misleading, infringing or unlawful content; or (vi) not collect, store or transmit personal information about individuals or any information that is subject to applicable privacy laws or regulations.
Keitaro does not own any keyword data, information, performance data, paid search campaigns or material that you submit to the Service in the course of using the Service (collectively, “Customer Data”). You hereby grant Keitaro a worldwide, royalty-free, non-exclusive right during the License Term to use, reproduce, create derivative works of, distribute, perform, transmit and publish your Customer Data for the sole purposes of (i) processing your Customer Data in connection with providing the Service to you, and (ii) storing or hosting the Customer Data in a remote database or on the Site for access by your Users. Your private Customer Data is accessible only to you and persons explicitly authorized by you; data is NOT shared with other customers, or with any other third party; provided that Keitaro reserves the right to use your Customer Data in order to compile, analyze and disclose to third parties aggregated metrics, data and trends related to the use of its offerings as long as such metrics, data and trends do not contain uniquely identifiable Customer Data. You, not Keitaro, shall have sole responsibility for the accuracy, quality, integrity, legality, appropriateness, and intellectual property ownership or right to use all Customer Data, and Keitaro shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. Use of the Service is subject to existing laws and legal processes. Nothing contained in these Terms will limit Keitaro’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Service, which may include disclosing your Customer Data to the applicable authorities.
Keitaro alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Keitaro Technology, the Keitaro Content and the Service and any derivatives, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service, and any aggregated metrics, data and trends compiled by Keitaro. These Terms are not a sale and do not convey to you any rights of ownership in or related to the Service, the Keitaro Technology or the Intellectual Property Rights owned by Keitaro.
The Keitaro name, the Keitaro logo, and the product and service names associated with the Service and Keitaro Content are trademarks of Keitaro or third parties, and no right or license is granted to use them hereunder. The Site may include trademarks, service marks or logos of third parties, all of which are the property of their respective owners. In addition, all content published on the Site belongs to Keitaro and/or its licensors under applicable copyright law.
During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, are solely between you and the applicable third party. Keitaro and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third party.
Keitaro does not endorse any sites on the Internet that are linked through the Service. Keitaro provides these links to you only as a matter of convenience, and in no event shall Keitaro or its licensors be responsible for any content, products, or other materials on or available from such sites. Keitaro provides the Service to you pursuant to the provisions of these Terms. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services. Service features that interoperate with the external networks, websites, and programs depend on the continuing availability of such entities, as the case may be, application programming interface (“API”) and program for use with the Services. If such external entities cease to make their software, programs, and services available, as the case may be, available on reasonable terms for the Services, Keitaro may cease providing such Service features and you shall have no payment obligations with respect to such Service features for periods following such cessation.
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current price of the chosen edition of the Service at the fee currently in effect. All payments must be made in advance. Payments may be made on a monthly, 6-months, or annual basis, and amounts owed are payable manually by the user. You hereby represent that you are authorized to provide any credit card you use to sign up for the Service. An authorized License Administrator may adjust the Service edition by executing an additional written Order Confirmation or using the web-based customer administration system within the Keitaro product if it applies.
Changes to the Service edition will result in an adjustment to your fees, and will be subject to the following: (i) the term for the new fees and new Service edition will be coterminous with the preexisting License Term (either Initial Term or Renewal Term, as the case may be); (ii) Service fees will be the then current, generally applicable license fee; (iii) any fee increase that results from changes made in the middle of a billing month will be charged in full on a pro-rated basis for the portion of the billing month following such change; and (iv) any fee reduction that results from changes made in the middle of a billing month will not take effect until the next billing month and no partial refunds will be given. Keitaro reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are the confidential information of Keitaro, and you agree not to disclose them to any third party.
Keitaro charges and collects in advance for use of the Service. You need to manually pay for the services each time. You agree to provide Keitaro with complete and accurate billing and contact information. This information includes your legal company name, street address, email address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Keitaro reserves the right to terminate your access to the Service in addition to any other legal remedies. All invoices and payments to Keitaro will be in US $. All calculations involving fractional parts are subject to upward rounding. If you believe your invoice is incorrect, you must contact Keitaro in writing within 45 days of the date of the invoice setting forth details regarding the inaccuracy to be eligible to receive an adjustment or credit.
These Terms commence on the Start Date. For all editions or versions of the product, the “Initial Term” will be as you elect during the online subscription process or as otherwise mutually agreed upon in the Order Confirmation. Upon the expiration of the Initial Term, these Terms will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) (each, a “Renewal Term”) at Keitaro then current fees, unless either party gives Sufficient Written Notice. “Sufficient Written Notice” will be thirty (30) days prior to the expiration of the Initial Term or applicable Renewal Term, unless otherwise agreed in the Order Confirmation. In the event these Terms expire or are terminated for any reason, you agree to extract your Customer Data from the Keitaro platform prior to the effective date of such expiration or termination. You agree and acknowledge that Keitaro has no obligation to retain the Customer Data and may delete such Customer Data 365 days after expiration or termination. The following sections shall survive any expiration or termination of these Terms: 1, 4, 5, 7, 9, 10 and 13 – 22, 23 (to the extent set forth therein) and 24.
Any breach of your payment obligations or unauthorized use of the Keitaro Technology or Service will be deemed a material breach of these Terms. Without limiting its ability to pursue other remedies, Keitaro, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with these Terms.
All our services are subject to the trade and economic sanctions maintained by the Office of Foreign Assets Control (“OFAC”), European Union and EU Member States. By accessing our Services or visiting our Site, you agree to follow these laws and regulations. You also confirm that you are not located in any of the countries subject to OFAC's sanctions and that you are not on any U.S. or European Union sanctions lists, such as the Treasury Department's SDN and SSI Lists. Violating these regulations through improper use of our Services could result in the immediate suspension or termination of your account.
Each party represents and warrants that it has the legal power and authority to enter into these Terms. Keitaro represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Keitaro help documentation (as may be updated from time to time) under normal use and circumstances. In the event the Service fails to perform substantially in accordance with such help documentation, and you promptly notify Keitaro, Keitaro will modify the Service and/or the documentation so that it conforms. The foregoing is your sole and exclusive remedy for Keitaro’s failure to satisfy the foregoing representation. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
All fees are non-refundable. We understand that exceptional circumstances may occur, and as such, refund requests can be submitted via our support team. Each request will be evaluated on an individual basis, considering the specifics of the situation. While we are committed to fair assessment, please be advised that the issuance of a refund is not promised or guaranteed. Our decision to grant a refund will be made at our discretion and will take into account the unique factors of each case.
KEITARO AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. KEITARO AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY KEITARO AND ITS LICENSORS.
KEITARO’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. KEITARO IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
IN NO EVENT SHALL KEITARO’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, THE KEITARO TECHNOLOGY OR CONTENT, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Keitaro may give notice by means of a general notice on the Service, electronic mail to your email address on record in Keitaro’s account information. Such notice shall be deemed to have been given upon the expiration of 12 hours after sending by email. You may give notice to Keitaro (such notice shall be deemed given when received by Keitaro) at any time by any of the following: letter to Keitaro delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Keitaro, in either case, addressed to the attention of: CEO.
Keitaro reserves the right to modify these Terms or its policies relating to the Service at any time, effective upon posting of an updated version of these Terms on the Service. You are responsible for regularly reviewing these Terms. Continued use of the Service after any such changes shall constitute your consent to such changes.
In the event that you are being provided with a free trial under these Terms, all provisions of these Terms pertaining to warranties by Keitaro, indemnification by Keitaro, payment obligations and similar shall not apply. In addition, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. Further, Keitaro may terminate a free trial at any time and for any reason.
20.1 Client shall pay all applicable sales, use, transfer or other taxes and all duties, whether international, national, state, or local, however designated, which are levied or imposed by reason of the transaction contemplated hereby, excluding, however, income taxes on profits which may be levied against Keitaro. Client shall reimburse Keitaro for the amount of any such taxes or duties paid or accrued directly by Keitaro as a result of this transaction.
20.2 All agreements between Keitaro and Client shall be governed by, and construed in accordance with, the laws of Delaware except for its conflict of law provisions, without giving any effect to any choice of law provisions thereof that would cause the application of the laws of any other jurisdiction.
20.3 Any claim will be resolved by the American Arbitration Association or JAMS.
20.4 Each of the parties hereby waives, to the fullest extent permitted by applicable law, any right to a trial by jury in any action or proceeding to enforce or defend any rights under these Terms and any amendment, instrument, document or agreement delivered or which may in the future be delivered in connection herewith or therewith, and agrees that any such action or proceeding shall be tried before a court and not before a jury.
20.5 These Terms are made solely for the benefit of Client and Keitaro and their respective successors and assigns, and no other person or entity shall have or acquire any right by virtue of these Terms.
20.6 Client may not assign any of its rights or delegate any of its duties under these Terms without the prior written consent of Keitaro. Despite such consent, no assignment shall release the assignor of any its obligations or alter any of its primary obligations to be performed under these Terms.
20.7 Except as otherwise expressly provided in these Terms, these Terms will bind and inure to the benefit of the successors, assigns, heirs, executors and administrators of Keitaro or Client.
20.8 The relationship of Client and Keitaro established by these Terms is that of independent contractors, and neither party is an employee, agent, partner or joint venture of the other.
20.9 Neither party shall be deemed in default of this Terms to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, terrorism, riot, act of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party.
20.10 No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of these Terms will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No failure or delay by Keitaro in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.
20.11 Except as may be set forth in a written agreement signed between Keitaro and Client, these Terms constitute the final, complete, and exclusive statement of the terms of the use of the Keitaro between the Parties and supersedes all prior and contemporaneous understandings or agreements of the parties.
20.12 If any provision of these Terms is found to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable it shall be so narrowly drawn, without invalidating the remaining provisions of these Terms or affecting the validity or enforceability of such provision.
20.13 If Keitaro prevails in any action, suit, or proceeding arising from or based upon these Terms, Keitaro shall be entitled to recover from Client Keitaro’s reasonable attorneys’ fees in connection therewith in addition to the costs of such action, suit, or proceeding.
20.14 The headings in these Terms are included for convenience only and shall neither affect the construction or interpretation of any provision in these Terms nor affect any of the rights or obligations of the parties.
20.16 Each party acknowledges and agrees that it has had the opportunity to seek the advice of independent legal counsel and has read and understood all of the terms and conditions of these Terms. These Terms shall not be construed against either party by reason of its drafting.
As used in these Terms now or hereafter associated herewith:
“Start Date” means the earlier of either the date these Terms are accepted by selecting the “I Accept” option presented on the screen after these Terms are displayed or the date listed as the start date on the Order Confirmation;
“Initial Term” means the initial period during which you are obligated to pay for the Service equal to the billing frequency selected by you during the subscription process;
“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;
“License Administrator(s)” means those Users designated by you who are authorized to purchase licenses online through the Site or by executing written Order Confirmations and to create User accounts and otherwise administer your use of the Service;
“License Term(s)” means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Order Confirmation(s);
“Order Confirmation(s)” means the form evidencing the initial subscription for the Service and any subsequent Order Confirmations submitted online through the Site or in written form, specifying, among other things, the number of Users, if applicable, and other services contracted for, the applicable fees, the billing period, the payment method, and other charges as agreed to between the parties, each such Order Confirmation to be incorporated into and to become a part of these Terms (in the event of any conflict between the provisions of these Terms and the terms of any such Order Confirmation, the provisions of these Terms shall prevail);
“Kietaro” means a Delaware corporation Apliteni Inc.;
“Keitaro Technology” means all of Keitaro’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Keitaro in providing the Service;
“Service(s)” means the specific edition of Keitaro’s online search engine marketing services, developed, operated, and maintained by Keitaro, accessible via https://keitaro.io/ or another designated web site or IP address, and any ancillary online or offline products and services provided to you by Keitaro, to which you are being granted access under these Terms, including without limitation the Keitaro Technology, the Keitaro Content and any support services agreed to by Keitaro;
“User(s)” means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by Keitaro at your request).
“Keitaro Content” means any thought leadership published or otherwise made available by Keitaro, including without limitation white papers, blog content, newsletters and any other publications.
Questions or Additional Information If you have questions regarding these Terms or wish to obtain additional information, please send an e-mail to support@keitaro.io.