Prowly Terms of Service

Services

1. Definition. The “Services” consist of a suite of modules (Newsroom, Press Release Creator, Emails, Contacts, Media Discovery, Media Monitoring, Journalist Accounts, PR Reports and ProwlyAI) used for digital marketing located at https://prowly.com/ or another URL we designate (the "Website"), which includes tools used for independent building of the press office, storing and managing contact databases, generating and sending mass mailings to the contacts, browsing information concerning journalists and influencers, analyzing brand mentions in the media and creating PR Reports.De

2. Updates; Additional Services. The Services include all updates, modifications and enhancements thereto that Prowly elects to make generally available to its users of the Services at no additional charge (“Updates”).  All Updates shall be subject to the terms of this Agreement.   You may subscribe to additional products and services from Prowly, which shall be subject to the terms of this Agreement, including any supplementary terms made applicable to such additional products and services, or to separate terms and conditions to be accepted by you prior to subscribing to such additional products and services.

3. Third-Party Sites, Services and Products. The Services and this Website may refer or link to third-party sites products or services, including but not limited to artificial intelligence services (“Third-Party Sites”). Third-Party Sites to which a link or access are provided to you for your convenience only and are not under our control. We are not responsible for the content available on any Third-Party Sites, and link to Third Party Sites or giving access to it do not imply our endorsement of materials on those Third Party Sites. We are not responsible for monitoring any transaction between you and any Third-Party Sites and do not warrant, endorse, guarantee, or assume responsibility for them. We may also provide you the ability to use third-party services and products within the Services (“Third-Party Services and Products”), including, but not limited to, payment processing services, mapping services, analytic services, internet advertising platforms, advertising service providers, information, communication services and artificial intelligence services. Your use of these Third-Party Services and Products may be subject to additional third-party terms of service and privacy policies, including but not limited to the YouTube Terms of Service, available at https://www.youtube.com/t/terms and Google Privacy Policy available at https://policies.google.com/privacy. The Services may contain artificial intelligence functionality and your use of it is subject to Semrush Artificial Intelligence Service Terms. 

Use of services

1. Visitors and Users. You can visit the Website in a visitor (non-registered) capacity; provided, to use the Services, you must register as either a paid or unpaid User (a “User”). As an unpaid User, you will have time-limited free trial access only to certain limited functionality within the Services that Prowly elects to make available on an unpaid trial basis , except that with respect to the Journalist Accounts Services only, which shall be available on an unpaid basis for the duration of the Subscription (“Unpaid Services”). As a paid User, you will have access to certain additional features and usage limits (“Paid Services”).

2. Right to Use Services. Subject to the terms and conditions of this Agreement, Prowly hereby grants you permission to access the Website and to access and use the Services solely for your own internal business purposes in accordance with this Agreement and, with respect to the Services, in accordance with the limitations of the subscription plan that you select when subscribing to the Services (“Subscription Plan”), which may be found at https://prowly.com/pricing or another URL that we designate. The Services are intended exclusively for use by a business or other legal entity. Except as set forth in this Agreement, no other rights are granted to you with respect to the Website or Services. Prowly reserves all rights not expressly granted in this Agreement.

3. Restrictions. You may not, directly or indirectly, (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Services available to any third party, unless otherwise specified in the order or agreed in writing; (b) use the Services for any purpose or in any manner that is unlawful  (including without limitation in violation of any data, privacy, anti-bribery or export control laws) or prohibited by this Agreement; (c)  read or attempt to read or derive the source code of the Services or the software underlying the Services (except as permitted by applicable law); (d) work around any technical limitations in the Services; (e) interfere or attempt to interfere with or disrupt the integrity, security, functionality or performance of the Services or its components; (f) use the Services in any manner that damages or impairs the Website or interferes with any other party’s use of the Services; (g) modify, translate, adapt, create or attempt to create any derivative works of the Services; (h) access the Services if you are a competitor of ours or use the Services to build a similar or competitive work; (i) hack or otherwise attempt to gain unauthorized access to the Services or its related systems or networks; or (j) use or launch any automated system, including, "robots," "spiders," or "offline readers," that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser; (k) send infringing, obscene, threatening, harassing, libelous, or otherwise unlawful or tortious content, spam or unsolicited messages in violation of relevant laws; (l) send or store content containing malicious code, including, without limitation, software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; or (m) act in a way that has or may negatively reflect on or affect us, our prospects, or our customers. You will promptly notify Prowly if you learn of any unauthorized use or breach of security related to the Services. You may not use the Services if you are legally prohibited from receiving or using the Services under the laws of the country in which you are resident or from which you access or use the Services. In addition to the restrictions set forth above, you agree not to send mass mailings to more than 5000 recipients per one mail.

4. You are solely responsible for all data, information, suggestions, text, queries, links, content and other materials that you upload, post, deliver, provide or otherwise transmit or store (hereinafter, “post(ing)”) to or in connection with the Services (“Content”). By posting Content to or through the Services, you grant Prowly a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, reproduce, distribute, display, publish and perform such Content in connection with its provision of the Services. You agree that you bear sole responsibility for adequate security, protection and backup of the Content that you post to the Services and you warrant and represent that the Content and any use thereof under this Agreement will not violate any applicable law or any third party right and that you have all rights in the Content that are necessary to grant us the licenses set forth herein. Prowly will have no liability for any unauthorized access or use of any of your Content, or any corruption, deletion, destruction or loss thereof. Prowly has the right, but not the obligation, to monitor the Content, the Services and your use thereof. You agree that we may remove or disable any Content that we in good faith determine violates any applicable law, the terms of this Agreement, or any third party right (including, but not limited to, upon receipt of any claim or allegation by a third party or governmental or regulatory authority relating to such Content) and we may disclose such Content and other information about your use of the Services if legally required to do so, provided we will notify you (if not legally prohibited from doing so) in advance of such disclosure of Content which is not already public (through no fault of Prowly).  You understand that the Services, including any Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices; and (c) transmission to Prowly’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Services.     You understand and agree that we may use the information gathered about your use of the Services in an aggregate and anonymous manner. You agree that we may use and publish such aggregate and anonymized information, provided that such information does not identify you.  In addition, we may use the information that you submit to the Services without identifying you for purposes of improving the Services.

5. Privacy. By using the Services, you are solely responsible for your compliance with all relevant data protection regulations. You authorize us to obtain, process, store, use and transmit your personal data in accordance with our Privacy Policy, which forms an integral part of this Agreement. If you upload Content that contains personal data, to the Services, whether directly or through the use of Third Party Services and Products (through API or otherwise), you agree that you are the data controller of any such personal data, and the Data Processing Agreement located at https://prowly.com/data-processing-addendum/ (the "DPA") will apply to Prowly's processing of such personal data on your behalf. Any capitalized terms not otherwise defined in the DPA shall have the same meaning as in this Agreement. In the event of a conflict between this Agreement and the DPA, the DPA will control. You acknowledge that the Services have not been designed to process or manage sensitive information and you agree not to use the Services to collect, manage or process sensitive information. We disclaim any liability that may result from your use of the Services to collect, process or manage sensitive information.  In the event you make changes to the Consent Management Platform and Cookie banner that we make available to you through the Services, all data protection compliance obligations are your sole responsibility and we disclaim any and all liability for changes made at your direction or that you make independently. 

6. Access to Beta Versions. We may provide you with access to new functionality, tools, resources and related information which are not yet generally available to our users (“Beta Version”). We may suspend, limit or terminate access to a Beta Version at any time. Beta Versions are the confidential information of Prowly and you agree not to disclose any information about a Beta Version to any third party or use the Beta Version other than for your internal testing and evaluation purposes and otherwise in accordance with this Agreement.You agree that we are under no obligation to make any portion of any Beta Version generally available in a new release of the Services and that we make no representations or warranties, whether express or implied, with respect to the performance, availability, functionality or general release of any Beta Version.

7. Promotional Giveaways. From time to time we may offer promotional giveaways of the Services, subject to the specific rules that we will announce at the time of any such promotional giveaway. You are solely responsible for any and all income tax consequences that may arise out of any such giveaway and you agree that any winnings are conditioned upon your submission to us of all duly completed tax forms required by applicable law.

Registration and account

1. Registration. To register as a User of Unpaid Services or Paid Services, you must create a user account or, with respect to the Journalist Account Services, by claiming your journalist account without registration (“User Account”) by following the registration procedures and instructions set forth on the Website. Users of Paid Services also shall pass the email authentication by following the instructions set forth on the Website. There is no cost to create a User Account; however, to access the functionality within the Paid Services, you will be required to provide billing details.If your Subscription Plan includes multiple users (“Authorized Users”), you may give access to your User Account only to that number of Authorized Users as specified in your Subscription Plan

2. User Responsibilities. You are solely responsible for (a) your compliance with the terms of this Agreement and the compliance of each Authorized User; (b) maintaining accurate account information at all times, including a valid email address and billing information, if applicable; and (c) obtaining, maintaining and supporting  at your own expense all hardware, software and services necessary to access the Services, including, but not limited to, internet service providers, telecommunications providers, and web browsers. You are also responsible for maintaining the security of your own User Account and all of your Authorized Users, including, but not limited to, your User login, and for all activity occurring under your User Account.

Term

1. Term. Unless otherwise stated by Prowly in writing, this Agreement starts from the first day you visit the Website and remains in effect for as long as you access or use the Services or the Website.

2. Subscription Term and Renewal. If you are a User of Paid Services, your initial subscription term (the “Initial Term”) will be specified in your Subscription Plan. Your subscription will automatically renew for the same period (each a “Renewal Term”) on the then-current terms unless otherwise agreed in an Order executed by Prowly and you. The Initial Term and any Renewal Term shall be referred to in this Agreement as the “Subscription Term”).  You may prevent renewal of the subscription by sending us a notice of non-renewal to support@prowly.com before the last day of your then-current Subscription Term.

3. Subscription Cancellation. You may cancel your subscription at any time according to the terms of our cancellation policy located at https://prowly.com/billing-policy (“Cancellation Policy”), by sending request via prescribed cancellation form available on our Website in your User account and providing the information requested in the Cancellation Policy. Cancellations of subscriptions to Paid Services shall take effect at the end of the Subscription Term; cancellations of Unpaid Services shall take effect at the end of the period during which you have time-limited free of charge access to certain limited functionality within the Services ("Trial Period"). We reserve the right, in our sole discretion, to determine the length of the Trial Period and extend it. Except as otherwise set forth in the Cancellation Policy, cancellation does not entitle you to a refund of any prepaid or unused Fees and you agree to pay upon cancellation all unpaid Fees due through the end of the then current Subscription Term.

4. De-Registration. You may delete your User Account at any time by sending a request to support@prowly.com. If you send a request for deleting your User Account, we may delete all your data and information stored on our servers and we will bear no responsibility for the deletion or loss of such data or information. Even if you delete your User Account, you agree to pay all Fees incurred prior to the end of then-current Subscription Terms until paid in full.

5. Termination for Cause. Either party may terminate this Agreement as to any or all Services: (i) upon thirty (30) days’ notice to the other party of a material breach of this Agreement if such breach remains uncured at the expiration of such notice period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors. We may also terminate this Agreement for cause: (i) on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers; or (ii) immediately upon written notice, if you breach the section 9. of the Agreement or any provision of Section 2.3. of this Agreement. If you terminate this Agreement pursuant to this Section 4, we will promptly refund any prepaid but unused Fees covering use of the Services after the effective date of termination. If we terminate this Agreement pursuant to this Section 4, you will promptly pay all unpaid Fees due through the end of the applicable Subscription Term.

6. Effect of Termination. Upon expiration or termination of this Agreement, including by your cancellation, or if you de-register your User account, all User rights with respect to the use of the Services shall terminate immediately. You acknowledge and agree that we may erase all User data and information stored on our servers within a reasonable period of time (not less than thirty (30) days) following expiration or termination of the Agreement or de-registration of your User account, provided that we may retain copies of such data and information to the extent required by law, for archival purposes or as created by automatic computer backup and archived as part of normal computerized archiving systems, maintaining necessary technical and organizational measures.

7. Survival. Upon any termination of this Agreement for any reason, all provisions regarding indemnification, warranty, liability and limits thereon, 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.

Fees and payments

1. Fees.  Unless otherwise agreed by us in writing, Users of Paid Services will be charged the fees set forth in the relevant Subscription Plan (the "Fees"). You agree to pay the Fees monthly or annually in advance, according to your Subscription Plan, by credit card, debit card or another payment method accepted on the Website. Any bank fees and charges shall be borne solely by you. If set forth in a written order executed by us, you agree to pay the Fees within seven (7) days following receipt of an invoice, unless otherwise agreed in the written order. We reserve the right to charge a late payment charge of 1.5% on any overdue amounts or the highest rate permissible under applicable law. You are liable for reasonable attorney fees and collection costs arising from our efforts to collect on past due amounts. If you fail to pay an invoice when due, we may cancel or suspend your subscription and access to the Services, and any data associated with your subscription or the Services. You can access the details of your Subscription Plan, including any prepaid amounts, by accessing your User Account. Except as otherwise set forth in our Cancellation Policy all payment obligations are non-cancellable, and all Fees paid are non-refundable. If you demonstrate a pattern of repeated registrations for paid Services followed by cancellation and request for refund, we may, in our sole discretion, withhold further registrations and/or refuse further refund. You agree that the Fees for each Renewal Term will be charged automatically unless you notify Prowly of your intent not to renew the Services in accordance with Section 4.2. You may upgrade your Subscription Plan through your User Account or by sending a request to support@prowly.com and paying the applicable fees. You may also downgrade your Subscription Plan by sending a request to support@prowly.com. By downgrading your User Account, you are not entitled to a refund of any prepaid or unused Fees

2. Taxes. All Fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Services, other than taxes based upon our gross revenues or net income. If you are located in the European Union, all Fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state.  If you do not provide us with a VAT registration number prior to your transaction being processed, we will not issue refunds or credits for any VAT that was charged. If you are subject to GST, all Fees are exclusive of GST. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.

3. Change in Fees. You agree to pay the Fees applicable to any additional Services you add or any changes or upgrades you make to your Subscription Plan. Such additional Fees will become effective as of the date of such addition or change and may not be decreased during your Subscription Term. If you are a User of Paid Services, we may change the Fees and introduce new charges applicable to your use of the Services, which (unless otherwise agreed in writing with Prowly) will become effective as of the first day of your Renewal Term.   

Ownership and intellectual property

1. Proprietary Rights. You agree that all rights, title, and interest in and to the Website, the Services, and the technology underlying each of them, and any  modifications, work product and derivative works  relating thereto, and all intellectual property rights in each of the foregoing, including, without limitation, patent, copyright, trademark, database rights, moral rights, rights in know-how and trade secrets (and any licenses in connection with any of them) throughout the world, whether or not registered or capable of registration, and whether subsisting in any specific country or countries or any other part of the world,  are and will remain the sole and exclusive property of Prowly, its licensors or affiliates.

2. Attribution. You hereby agree to our use of your name, logo and other proprietary marks for promotional, informational and advertising purposes. You may revoke your consent by sending a request to support@prowly.com.

3. Feedback. You are under no obligation to give Prowly any ideas, suggestions, comments or other feedback related to the Website or the Services (“Feedback”). If you elect to provide Feedback, you agree that all such Feedback is non-confidential and that we own all rights in and to such Feedback without payment or attribution to you.

4. Claims of Copyright Infringement.  If you believe that your work has been used related to the Website or Services in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify us at support@prowly.com or contact Prowly at: 71/1 Madalinskiego street, 02-549, Warsaw, Poland (KRS No. 0000462787, REGON: 146685631, NIP: PL5213649218. You must provide all of the following in writing: identify the copyrighted work that you claim has been infringed (or if multiple copyrighted works, then a representative list of such works); identify the content on the Website or Services that you claim is infringing with enough detail so that we may locate it; your statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; your statement declaring that the notification is accurate, and, under penalty of perjury, that you are the exclusive owner of the copyright interest involved or that you are authorized to act on behalf of the exclusive owner; information reasonably sufficient to permit us to contact you, i.e. address, telephone number, and email address; and your physical or electronic signature. On receiving the notification containing all of the information set forth above, Prowly will take whatever action, in its sole discretion, it deems appropriate, which may include notification to the alleged infringer, removal of the disputed use from the Website or Services or termination of the posting account.

Warranty, disclaimer & limitation of liability

1. Disclaimer. EXCEPT WHERE PROHIBITED BY LAW, THE SERVICES AND THE 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, AND NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SERVICES OR THE WEBSITE WILL (A) MEET YOUR REQUIREMENTS; (B) BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) BE APPROPRIATE OR AVAILABLE FOR USE IN ALL LOCATIONS; OR (D) 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 THE WEBSITE OR IN THE SERVICES, OR ON ANY SITES TO WHICH THE WEBSITE OR SERVICES ARE LINKED. PROWLY AND ITS AFFILIATES FURTHER  DISCLAIM ANY LIABILITY WITH RESPECT TO ANY THIRD PARTY SITES AND ANY THIRD PARTY SERVICES AND PRODUCTS THAT YOU USE AND FOR ANY CLAIM ARISING OUT OF PROWLY’S AUTHORIZED USE OF YOUR CONTENT

2. Limitation of Liability. With the exception of the indemnification obligations in this Agreement, in no event will either party or its respective affiliates, officers, directors, employees, and agents be liable for any indirect, incidental, special, punitive, or consequential damages or lost profits, revenue, data or business opportunities arising out of or related to this Agreement, whether in contract, tort or other theory of liability, arising from or related to this Agreement or use of the Services or the Website. Our maximum aggregate liability for any damages arising from or related to this Agreement is the greater of (a) fifty dollars (US $50) or (b) amounts you have paid to us under this Agreement within the prior 12 months.  You understand and agree that if you do not agree to this limitation of liability, we would not provide the Website or the Services to you. The foregoing limitation of liability shall apply to the fullest extent permitted by law. 

3. User Warranties. You represent and warrant that: (a) all information you provide on your User Account 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 enter into this Agreement; and (d) your use of the Services does not and will not violate any applicable law or regulation.

4. Warranty Disclaimer With Regard To Third Party Sites, Third Party Services and Products. Prowly and its affiliates disclaim any liability with respect to any Third Party Sites, your access of any Third Party Sites, and any Third Party Services and Products that you use and for any claim arising out of Prowly's authorized use of your Content.

Indemnity

You agree to defend, indemnify and hold harmless Prowly 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 violation of any provision  of this Agreement, (b) your Content, (c) your use of and access to the Services and the Website other than as authorized herein, or (d) your violation of applicable law or any third party right, including without limitation any privacy, intellectual property or other proprietary right. This defense and indemnification obligation will survive the termination of this Agreement and your use of the Services and the Website.  We reserve 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 us on any reasonable requests relating to our defense of such matter.

Export restrictions

1. Exports, re-exports, and transfers of Prowly products and services, including technology, software, software source code, technical data, related technology, and the direct products thereof, including the Website content and the Services (the "Prowly 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 Prowly 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 Prowly 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 Prowly 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 Prowly 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 Prowly Items with anyone whose status is described in items (i) and (ii) above.

General provisions

1. Confidentiality. All confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated in writing as confidential (“Confidential Information”) will be safeguarded by the Receiving Party to the same extent that the Receiving Party safeguards its own information of like kind, but using not less than a reasonable degree of care. The Receiving Party shall not use Confidential Information for any purpose outside the scope of this Agreement or disclose Confidential Information to any third party (except as explicitly stated in our Privacy Policy). The Receiving Party’s obligations under this section shall not apply to information which is publicly available through no fault of the Receiving Party, already in Receiving Party’s possession without obligation of confidentiality, rightfully obtained by Receiving Party from third parties not under obligation of confidentiality, or independently developed by Receiving Party as evidenced by written documentation. If the Receiving Party is requested pursuant to a court or government order to disclose Confidential Information, the Receiving Party will give the Disclosing Party written notice (if not legally prohibited from doing so) sufficient to enable the Disclosing Party to seek protective order and the Receiving Party will cooperate with the Disclosing Party in such effort.

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.

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, labor conditions, power failures, and Internet disturbances.

4. Governing Law and Jurisdiction. If you are using the unpaid service or located in the European Economic Area (EEA), Switzerland or the United Kingdom, this Agreement is governed by the laws of the Republic of Ireland and jurisdiction and venue shall be Dublin, Ireland. If you are located within North America, South America or in a country other than in the EEA, Switzerland or the United Kingdom, this Agreement is governed by the laws of the Commonwealth of Massachusetts, U.S.A. and jurisdiction and venue shall be the Commonwealth of Massachusetts. Governing law is without regard to any conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.

5. Notices. Notices to you shall be given to the email address on file associated with your account. To change the email address on file in your account, you must notify us at support@prowly.com.  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 legal@semrush.com. 

6. Entire Agreement. This Agreement is the entire agreement between you and Prowly concerning your use of the Website and the Services and supersedes all other proposals and agreements, whether in oral, written or electronic form. In the event of any conflict between the terms of this Agreement and the terms on the Website or any other document, the terms of this Agreement shall prevail.  No terms in any purchase order or in any order documentation are incorporated into or form any part of this Agreement. If you have ordered the Services through our reseller, the terms of this Agreement shall apply to the exclusion of all other varying terms and conditions.  Resellers are not authorized to make any promises or commitments on our behalf, and we are not bound by any obligations to you other than what we specify in this Agreement.

7. Changes. WE MAY CHANGE THE TERMS OF THIS AGREEMENT FROM TIME TO TIME BY POSTING THE UPDATED AGREEMENT ON THE WEBSITE.  YOU CAN REVIEW THE MOST CURRENT VERSION OF THIS AGREEMENT AT ANY TIME AT HTTPS://PROWLY.COM/ OR A SUCCESSOR URL THAT WE MAY DESIGNATE.  THE REVISED TERMS AND CONDITIONS WILL BECOME EFFECTIVE IMMEDIATELY AFTER WE POST THE UPDATED TEXT ON THE WEBSITE. IF YOU USE THE SERVICES AFTER SUCH DATE, SUCH USE WILL CONSTITUTE ACCEPTANCE OF THE REVISED TERMS AND CONDITIONS.  We also reserve the right to modify the Services from time to time in our sole discretion.  If any change to this Agreement is not acceptable to you, or if any change we make to the Services is a material reduction in functionality, you may, as your sole remedy for such change, stop using the Services and send a cancellation request email to support@prowly.com.

8. Languages. You agree that this Agreement is written in the English language and that the English language version of this Agreement 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 this Agreement that governs is the local language version that is produced by us within a reasonable time following your written request to us.

9. No Waiver. No failure or delay by Prowly 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.

10. Severability. If any provision of this Agreement 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.

11. Relationship of the Parties.  This Agreement does not create or imply any agency, partnership or franchise relationship. Nothing in this Agreement, express or implied, is intended to or shall confer on any third party any right, benefit or remedy of any nature whatsoever.

12. No Third Party Beneficiaries. Nothing in this Agreement 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 this Agreement.