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EULA

This End User Licence Agreement (“EULA”) is a legal agreement between:

  1. Sebastian Kraus incorporated in Germany (VAT DE313674646) whose registered address is at Otto-Richter-Str. 3, 97074 Würzburg, Germany (“Sebastian Kraus”, “us” or “we”); and
  2. you, a person authorised to use the Services (“End User” or “you”), for use of the seospark.io platform in accordance with the terms detailed below.

We licence use of the Platform to you on the terms of this EULA. We do not sell the Platform to you and we remain the owners of the Platform at all times.

IMPORTANT NOTICE:

  • BY USING THE PLATFORM YOU AGREE TO THE TERMS OF THE LICENCE WHICH WILL BIND YOU.
  • IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE WILL NOT LICENCE THE PLATFORM TO YOU AND YOUR RIGHTS TO ACCESS THE PLATFORM WILL IMMEDIATELY TERMINATE.

We recommend that you print a copy of this EULA for future reference.

AGREED TERMS

1. INTERPRETATION

  • 1.1. The definitions and rules of interpretation in this clause apply in this EULA.
    • Business Day: a day other than a Saturday, Sunday or public holiday in Germany.
    • Client: means the business or organisation that you are engaged by (if applicable) who has contracted with Sebastian Kraus for an Enterprise Account.
    • Common Questions Data: data and information from online search engines results relating to ‘what other users searched for’ / ‘common questions’ arising from a Core Question.
      Core Question: a question posted to an online search engine pursuant to the Services.
      Credit: a token for Common Questions Data for one question that is available to the End User in accordance with a Free Account Lite Account or Pro Account, or purchased by the End User as part of an Order under an Enterprise Account.
    • Deliverables: any Common Questions Data, any visual representation of the Common Questions Data and any other materials, content, data or information obtained through the Services.
    • Enterprise Account: a Licence where an End User is set up as an administrator to be able to control multiple Lite Accounts and/or Pro Accounts for End Users on behalf of a Client (“Admin End User”). The Admin End User will be responsible for paying all of the Fees arising under that Client’s Enterprise Accounts.
    • Free Account: a Licence to use the Platform on a free of charge basis for the period of time specified by Sebastian Kraus, subject to a maximum number of 10 free Credits per month.
    • Lite Account: a Licence to use the Platform on a paid basis, with the number of Credits being detailed in the applicable Order.
    • Basic account: a Licence to use the Platform on a paid basis, with the number of Credits being detailed in the applicable Order.
    • Pro account: a Licence to use the Platform on a paid basis, with the number of Credits being detailed in the applicable Order.
    • Intellectual Property Rights: any patents, trade marks, service marks, copyright, database rights, moral rights, design rights, unregistered design rights, domain names, rights in get-up, topography rights, know-how, confidential information and any other intellectual or industrial property rights whether or not registered or capable of registration and whether subsisting in Germany or any other part of the world together with any goodwill relating or attached to such rights.
    • Licence: an Order for a licence to use the Services within the Platform, which may be a Free Account, a Lite Account or a Pro Account or an Enterprise Account.
    • Normal Business Hours: 9.00 am to 5.00 pm local DE time, each Business Day.
    • Order: an order for a licence by the End User or a Client and the purchase of Credits in accordance with the applicable Licence.
  • 1.2. The terms of this EULA apply to the Platform or any of the Services accessible through the Platform (including, without limitation, the access of the Deliverables).
  • 1.3. We may update this EULA at any time by emailing you with details of the change or notifying you of a change when you next log into the Platform. The new terms may be displayed on-screen and you may be required to read and accept them to continue your use of the Platform and the Services.
  • 1.4. From time to time updates to the Platform may be released. Depending on the update, you may not be able to use the Platform and the Services until you have accepted any new terms. Certain updates, upgrades and/or additional features may also be subject to additional payment.
  • 1.5. The terms of our Privacy Notice (as updated from time to time), available at seospark.io/privacy-policy are incorporated into this EULA by reference.
  • 1.6. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. The terms ‘including’, ‘include’, ‘in particular’ or any similar expression shall be illustrative only and are not intended to limit the sense of the words preceding those terms.
  • 1.7. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
  • 1.8. The terms ‘including’, ‘include’, ‘in particular’ or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
  • 1.9. Clause headings are for reference purposes only and shall not affect the interpretation of this EULA.
  • 1.10. A reference to ‘writing’ or ‘written’ includes email unless stated otherwise, but not faxes.
  • 1.11. Where applicable, in the event of a conflict between this EULA and any additional agreement in place between Sebastian Kraus and a Client from time to time relating to the use of the Platform (“Head Agreement”), the Head Agreement will prevail.

2. USING THE SOFTWARE

  • 2.1. You must be over eighteen years of age to create an account to use the Platform.
  • 2.2. You are responsible for maintaining the confidentiality of your account and password and you agree to accept responsibility for all activities that occur under your account or password.
  • 2.3. You are responsible for ensuring that the details you provide us with are correct and complete, and for informing us of any changes to the information you have provided.

3. ORDER DETAILS

  • 3.1. You may place an Order for a licence to use the Services within the Platform (“Licence”) (“Order Point”). The Order will detail the applicable fees (if any), the applicable plan and the duration of the Licence (if it is time limited). The Licence may be for full access to the Platform or for certain features only, as specified in the applicable Order.
  • 3.2. Any Orders placed by you will be treated as an offer to obtain a Licence to use the Platform. When you place an Order, we will send you a message confirming receipt of your Order and containing the details of your Order (the “Order Confirmation”).
  • 3.3. We only accept your offer, and conclude the contract when we debit your credit or debit card and send you an Order Confirmation.
  • 3.4. If you are acting in a business capacity, by purchasing a Licence, you confirm that you have authority to bind any business on whose behalf you obtain a Licence for.
  • 3.5. In the unlikely event that the price shown at the Order Point is wrong, and we discover this before accepting your Order in accordance with clause 3.4, we are not required to provide a licence at the price shown. We always try to ensure that the prices shown on our Order Point are accurate, but occasionally genuine errors may occur. If we discover an error in the price of the Licence that you have ordered we will let you know as soon as possible and give you the option of re-confirming your Order at the correct price or cancelling it.
  • 3.6. All credit and debit cardholders are subject to validation checks and authorisation by the card issuer. If the issuer of your payment card refuses to or does not, for any reason, authorise payment to us we will not be liable to you for any delay.
  • 3.7. The merchant of record for all of our orders is Paddle.com Market Limited (“Paddle”). No payment information is handled on our servers, rather Paddle acts as our online reseller and conducts our order process. All customer service inquiries and returns are handled by Paddle.
  • 3.8. In order to process the payment for a Licence a valid payment method, including debit or credit card or PayPal is required. You must provide Paddle with accurate and complete billing information including full name, address, country, post code and a valid payment method. You automatically authorise Paddle to charge all Fees incurred through your Licence by submitting such payment information. All information provided to Paddle is subject to Paddle’s privacy policy available at https://paddle.com/privacy/.
  • 3.9. Should automatic billing fail to occur for any reason, Paddle will retry in 3 days, after which we will pause your account and suspend your Licence.
  • 3.10. If your credit or debit card payment is not processed successfully for any reason, we reserve the right to re-attempt process payment. We will give you notice in advance of any re-attempt to process payment by sending an email to the email address you have provided to us. If you do not want us to re-attempt payment, you must cancel your Order before the date noted in the email.
  • 3.11. Where a Head Agreement applies, it will set out the applicable fees and the duration of the Licence in relation to your use of the Platform. Where this is not the case, the fees stated on the Sebastian Kraus website shall apply on a per user, per monthly basis.

4. FEES AND PAYMENT

  • 4.1. In consideration of the provision of the Licence under this EULA, you must pay any Fees set out in each Order. Notwithstanding the Fees specified in an Order, we reserve the right to increase the Fees from time to time at our sole discretion upon providing you with written notice.
  • 4.2. All Fees payable must be made via Paddle and are non-refundable, unless clause 12 applies.
  • 4.3. All Fees are exclusive of VAT, which shall be payable in addition to the fees (where applicable).
  • 4.4. You will not be entitled to set-off, counterclaim, deduct or withhold payment under this EULA.
  • 4.5. If you do not pay any Fees by the relevant due date, we reserve the right to take the following actions:
    • (a) suspending the Services we provide to you. We will not be liable for any loss of data that may occur in relation to the suspension of the Services.
  • 4.6. We may set-off any liability that you may have to us against any liability that we may have to you.
  • 4.7. Any unused credit allocations at the end of each billing period will not be carried over to subsequent periods. These unused credits will refresh at the start of each new billing period, and no refund can be given in respect of these unused credits.

5. SUBSCRIPTION RENEWAL

  • 5.1. You acknowledge and agree that your subscription will automatically renew at the end of each billing period (either monthly or annually depending on your chosen plan). The renewal will continue and your payment method on file will be charged the then-applicable subscription fee unless you cancel your subscription before your billing date. Hours.
  • 5.2. It is your responsibility to ensure that your payment details are up to date, and that you have sufficient funds to cover the subscription fee.
  • 5.3. If you wish to cancel your subscription, you must do so before your next scheduled billing date to avoid being charged for the next subscription period.

6. SERVICE LEVELS

  • 6.1. Subject to circumstances outside of Sebastian Kraus’s reasonable control, Sebastian Kraus aims to keep the Platform operational for a minimum of 95% of the time during Normal Business Hours.
  • 6.2. Sebastian Kraus shall use reasonable endeavours to publish the times of planned system outages within the Platform. So far as is reasonably practical, Sebastian Kraus shall aim to keep any planned system outages outside of Normal Business Hours and shall aim to keep such outages under four hours’ continuous duration on each occasion.
  • 6.3. We do not warrant that:
    • (a) your use of the Platform will be uninterrupted or error-free;
    • (b) the Services or Deliverables obtained by you through the Platform will meet your requirements; or
    • (c) the Platform will be compatible with your device or any telecommunication links.
  • 6.4. We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Platform, Services and Deliverables may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7. LICENCE RESTRICTIONS

  • 7.1. Except as expressly set out in this EULA you agree:
    • (a) not to copy the Platform or any underlying source code;
    • (b) not to disclose your login information to the Platform to any other person;
    • (c) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Platform;
    • (d) not to make alterations to, or modifications of, the whole or any part of the Platform, or permit the Platform or any part of it to be combined with, or become incorporated in, any other programs;
    • (e) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
      • (i) not to attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means; or
      • (ii) not to attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform;
    • (f) not to access all or any part of the Platform, the Services or any Deliverables in order to build a product or service which competes with the Platform;
    • (g) not to use the Platform to provide services to third parties (provided that the Deliverables may be made available to your customers);
    • (h) not to licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform and/or the Services available to any third party, or
    • (i) not to attempt to obtain, or assist third parties in obtaining, access to the Platform and/or Services, other than as permitted by EULA; and
    • (j) to comply with all technology control or export laws and regulations that apply to the technology used or supported by the Platform,
    • (k) not to exceed fair usage limits, which are set at a monthly consumption of 500,000 credits per month. Usage beyond this limit may result in restriction or suspension of access to the Platform and/or Services;
  • together defined as “Licence Restrictions”.

8.ACCEPTABLE USE RESTRICTIONS AND OBLIGATIONS

  • 8.1. You must:
    • (a) not use the Platform in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices, into the Platform or any operating system;
    • (b) not infringe our Intellectual Property Rights or those of any third party in relation to your use of the Platform;
    • (c) not transmit any material that is defamatory, illegal, offensive or otherwise objectionable in relation to your use of the Platform;
    • (d) not use the Deliverables for any illegal, misleading or unethical purpose or otherwise in any manner which may be detrimental to the reputation of Sebastian Kraus;
    • (e) not use the Platform in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
    • (f) not collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service,
  • together defined as “Acceptable Use Restrictions”.
  • 8.2. You shall use your best endeavours to use adequate technological and security measures, including measures we may reasonably recommend (such as anti-virus and firewall protection on your device), or that you and we may agree to, from time to time.
  • 8.3. Without prejudice to the obligations undertaken in this clause 8, you must notify us immediately upon becoming aware or suspecting that any login information has been used, or may be known, by any third party so that we can reset your login details.
  • 8.4. You agree to provide us with all reasonably required information, co-operation and assistance as may be required by us under this EULA in a timely and efficient manner.
  • 8.5. You acknowledge that you are solely responsible for procuring and maintaining your network connections and telecommunications links from your systems and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the Internet.

9. INTELLECTUAL PROPERTY RIGHTS

  • 9.1. You acknowledge and agree that Sebastian Kraus and/or its licensors own all Intellectual Property Rights in the Platform. Except as expressly stated herein, this EULA does not grant you any Intellectual Property Rights, or any other rights or licences in respect of the Platform or the Services.
  • 9.2. We hereby grant to you a non-exclusive, non-transferable licence to use the Platform solely for the Client’s internal business operations until the end of this EULA (however arising). You may freely share the Deliverables with your customers.
  • 9.3. The End User may export the Deliverables from the Platform in a CSV or PNG format.
  • 9.4. You acknowledge that Sebastian Kraus and its personnel may use any non-confidential details of the Services and the Deliverables (including sharing any analysis or metrics gained from any testing) for a number of purposes, including case studies, publications, exhibitions, competitions and other promotional purposes (such as use in print and on the Sebastian Kraus website).

10. CONFIDENTIALITY AND DATA PROTECTION

  • 10.1. Our approach to the capture, storing, sharing and use of information and data (including data supplied by you) is set out in our Privacy Notice at seospark.io/privacy-policy/.
  • 10.2. Please read our Privacy Notice carefully as it is binding on you in relation to the processing of your Personal Data pursuant to your use of the Platform. Please note that we may send users of the Platform service related information by email from time to time. For the avoidance of doubt, Sebastian Kraus may use anonymised customer data for the purposes of marketing and analysis.
  • 10.3. A party (“Receiving Party”) will keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed (either orally, in writing or by demonstration) to the Receiving Party by the other party (“Disclosing Party”) or its employees, agents or subcontractors and any other confidential information concerning the Disclosing Party’s business, its products and services which the Receiving Party may obtain (“Confidential Information”).
  • 10.4. In relation to any Confidential Information received from the Disclosing Party or from a third party on behalf of the Disclosing Party, the Disclosing Party and the Receiving Party agree:
    • (a) to treat the Confidential Information in confidence and to use it only for the purpose of discharging the Receiving Party’s obligations under this EULA;
    • (b) not to disclose the Confidential Information to any third party without the express written permission of the Disclosing Party (except that the Receiving Party may disclose the Confidential Information to its officers, employees, consultants, agents and sub-contractors who need access to the Confidential Information in connection with discharging the Receiving Party’s obligations under this EULA and provided that such officers, employees, consultants, agents and subcontractors are made aware of the confidential nature of the Confidential Information and are subject to confidentiality obligations at least as onerous as those set out in this EULA); and
    • (c) to treat the Confidential Information with the same degree of care and with sufficient protection from unauthorised disclosure as the Receiving Party uses to maintain its own confidential or proprietary information.
  • 10.5. Nothing in this EULA will prevent the Receiving Party from using or disclosing any Confidential Information which:
    • (a) is in or comes into the public domain in any way without breach of this EULA by the Receiving Party or any person or entity to whom it makes disclosure;
    • (b) the Receiving Party can show was: (i) in its possession or known to it by being in its use or being recorded in its files prior to receipt from the Disclosing Party and was not acquired by the Receiving Party from the Disclosing Party under an obligation of confidence; or (ii) to have been independently developed by the Receiving Party without reference to the Confidential Information;
    • (c) the Receiving Party obtains or has available from a source other than the Disclosing Party without breach by the Receiving Party or such source of any obligation of confidentiality or non-use;
    • (d) is disclosed by the Receiving Party with the prior written approval of the Disclosing Party; or
    • (e) is required by law to be released (e.g. by a court order), provided that, when permitted by the applicable law, the Disclosing Party is given as much prior written notice as possible of such request.
  • 10.6. This clause 10 shall survive termination of this EULA, however arising.

11. LIMITATION OF LIABILITY

  • 11.1. You acknowledge that the Platform has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Platform as described in the applicable documentation meet your requirements. We only supply the Platform for your personal use (if the End User is a consumer) or internal business operations (if the End User is operating in a business capacity).
  • 11.2. This clause 11 sets out the entire financial liability of Sebastian Kraus (including any liability for the acts or omissions of its employees, agents and subcontractors) to you:
    • (a) arising under or in connection with this EULA;
    • (b) in respect of any use made by you of the Platform, the Services, the Deliverables or any part of them; and
    • (c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this EULA.
  • 11.3. Except as expressly and specifically provided in this EULA:
    • (a) you assume sole responsibility for results obtained from the use of the Platform, the Services and the Deliverables by you, and for conclusions drawn from such use. Sebastian Kraus shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Sebastian Kraus by you in connection with the Services, or any actions taken by Sebastian Kraus at your direction;
    • (b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this EULA; and
    • (c) the Platform, the Services and the Deliverables are provided to you on an “as is” basis and Sebastian Kraus provides no warranties or guarantees in relation to their accuracy, completeness, composition, use or whether the Deliverables are up to date.
  • 11.4. Nothing in this EULA limits or excludes the liability of either party for death or personal injury resulting from negligence or for any damage or liability incurred by a party as a result of fraud or fraudulent misrepresentation by the other party.
  • 11.5. You will indemnify and keep Sebastian Kraus and its officers, employees, consultants, agents and subcontractors indemnified, on demand, against all losses, costs and liabilities and all expenses, including reasonable legal or other professional expenses, suffered or incurred by Sebastian Kraus arising out of or in connection with any breach of this EULA by the End User, or by any third party acting on the End User’s behalf.
  • 11.6. Subject to clause 11.4 and excluding any provisions in this EULA where an indemnity is provided by either party:
    • (a) neither party will be liable to the other party for loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use, loss or corruption of data or information or any special, unforeseeable loss (i.e. indirect and consequential loss) or pure economic loss, costs, damages, charges or expenses. For the avoidance of doubt, loss or damage is unforeseeable if either it is not obvious that it will happen or if, at the time the contract was made, both we and you did not know that it might happen; and
    • (b) each party’s total liability to each other party in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising under or in connection with this EULA will be limited to:
      • (i) a sum of €500 under any Free Account Licence; and
      • (ii) the Fees paid or payable for the Services in the previous 12 months (to be calculated on a pro rata basis to equate to 12 months where the EULA has not been in force for a full 12 month period) under any Lite Account, Pro Account or Enterprise Account.

12. TERMINATION

  • 12.1. Either party may terminate this EULA at any time upon providing the other party with written notice (which may be submitted via the Platform or email), which will take effect at the end of the then current contract month. If the End User terminates this EULA without cause under this clause 12.1, it will waive all rights to any Credits on its account and these will not be transferable or redeemable for any cash consideration. If Sebastian Kraus terminates this EULA without cause under this clause 12.1, Sebastian Kraus will provide the End User with a refund for any unused Credits within its account in the Platform within 14 days of the effective date of termination.
  • 12.2. We may terminate or suspend (at our sole discretion) this EULA immediately by providing notice to you if you breach any of the Licence Restrictions or the Acceptable Use Restrictions.
  • 12.3. In addition, in the event that we are unable to obtain the Common Questions Data for any reason, Sebastian Kraus may immediately terminate this EULA with immediate effect upon providing the End User with written notice (which may be submitted via the Platform or email) and we will provide you with a refund for any unused Credits within 14 days of the effective date of termination.
  • 12.4. Where this EULA is subject to a Head Agreement, this EULA will automatically terminate upon the termination or expiry of the Head Agreement for any reason.
  • 12.5. Without limiting any other rights or remedies, either party (“Terminating Party”) may terminate this EULA with immediate effect by providing written notice to the other party (“Defaulting Party”) on or at any time after the occurrence of any of the events specified below:
    • (a) a breach by the Defaulting Party of its obligations under this EULA which (if the breach is capable of remedy) the Defaulting Party has failed to remedy within 14 days after receipt of notice in writing from the Terminating Party requiring the Defaulting Party to do so; or
    • (b) an event, including (or similar in nature to) the following:
      • (i) the Defaulting Party is unable to pay its debts as they fall due;
      • (ii) the Defaulting Party goes into liquidation either compulsorily (except for the purpose of reconstruction or amalgamation) or voluntarily;
      • (iii) a receiver is appointed in respect of the whole or any part of the Defaulting Party;
      • (iv) a provisional liquidator is appointed to the Defaulting Party or the Defaulting Party enters into a voluntary arrangement or any other composition or compromise with the majority by value of its creditors or has a winding-up order or passes a resolution for the voluntary winding-up or has an administrative receiver appointed or takes steps towards any such event; or
      • (v) the Defaulting Party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
  • 12.6. On termination for any reason:
    • (a) all rights granted to you under this EULA shall cease;
    • (b) you must immediately cease all activities authorised by this EULA; and
    • (c) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the EULA which existed at or before the date of termination shall not be affected or prejudiced.
  • 12.7. The suspension or cancellation of your account and your right to use the Platform shall not affect either party’s rights or liabilities.
  • 12.8. Any provision of this EULA that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this EULA shall remain in full force and effect.

13. CANCELLATION

  • 13.1. If you instruct us as a consumer (and not in the course of business) you will have the right to terminate a Licence to use the Platform at any time within 14 days from the date of your Order Confirmation (“Cancellation Period”) under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
  • 13.2. Notice to terminate within the Cancellation Period can be given to us in writing either by using the Cancellation Notice sent to you in the Order Confirmation or by any other means, provided that such notice is given in writing and contains all the information included in the Cancellation Notice.
  • 13.3. The Cancellation Notice must be sent to us in one of the following ways:
    • (a) by the Platform;
    • (b) by post or by hand to Sebastian Kraus, Otto-Richter-Str. 3, 97074 Würzburg, Germany; or
    • (c) by email to service@seospark.io;
  • 13.4. The Cancellation Notice shall be deemed served:
    • (a) if served via the Platform, the date upon which notification is provided;
    • (b) if served by post, at the time of posting; and
    • (c) if sent by email, the date upon which it is sent.
  • 13.5. If you are a consumer and require access to the Platform to be provided within the Cancellation Period, we will need your express written confirmation before we can provide this to you. Please note that instructing us to provide access to the Platform within the Cancellation Period will be deemed to be a waiver of your right to cancel your Order. Where the licence to the Platform has been provided within the Cancellation Period, if you then terminate the licence in accordance with clause 13.1, you will only be liable to pay us a pro-rata sum for the Credits used up to the date that the Cancellation Notice is received by us and all other Fees received by us will be refunded.

14. COMMUNICATION BETWEEN US

  • 14.1. If you wish to contact us in writing, or if any condition in this EULA requires you to give us notice in writing, you can send this to us by e-mail to service@seospark.io. We will confirm receipt of this by return email.
  • 14.2. If we have to contact you or give you notice in writing, we will do so by e-mail to the address you provide to us in your request for the Platform.

15. EVENTS OUTSIDE OUR CONTROL (FORCE MAJEURE)

  • 15.1. Neither party shall in any circumstances have any liability to the other party under this EULA if it is prevented from, or delayed in, performing its obligations under this EULA or from carrying on its business by any unforeseeable acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes or illness involving the workforce of Sebastian Kraus, failure of a utility service or transport network, act of God, pandemic, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors. If the force majeure event continues for a period of four weeks or more, the unaffected party may terminate this EULA with immediate effect by providing the other party with written notice.

16. MISCELLANEOUS

  • 16.1. Subject to the terms of any applicable Head Agreement, this EULA constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this EULA it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that are not set out in this EULA. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this EULA.
  • 16.2. We reserve the right to make changes to this EULA at any time upon providing you with notice. We will provide you with any updated terms on the login page of the Platform. If you continue to use the Platform then you will be deemed to have accepted the updated EULA.
  • 16.3. Subject to clauses 1.3 and 16.2, any variations to this EULA must be agreed by the party’s authorised representatives in writing.
  • 16.4. No failure or delay by a party to exercise any right or remedy provided under this EULA or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. The rights and remedies provided under this EULA are in addition to, and not exclusive of, any rights or remedies provided by law.
  • 16.5. You shall not, without the prior written consent of Sebastian Kraus, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this EULA. Sebastian Kraus may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this EULA.
  • 16.6. Nothing in this EULA is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including without limitation the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
  • 16.7. No one other than a party to this EULA, their successors and permitted assignees, shall have any right to enforce any of its terms.
  • 16.8. If any provision or part-provision of this EULA is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this EULA.
  • 16.9. All notices must be in writing and are deemed given when mailed by registered or certified mail, return receipt requested, to the other party’s registered address (for the End User, this will be the Client’s registered address) (or such other address notified to the other party in writing from time to time). It is agreed that serving notice by email or fax will not be an effective method of providing notice of a claim under this EULA.

17. LAW AND JURISDICTION

  • 17.1. This EULA and any disputes or claims arising out of or in connection with it or its subject matter or formation (including without limitation non-contractual disputes or claims) are governed by German law and the parties irrevocably submit to the exclusive jurisdiction of the German courts.