Terms & Conditions
Seer Interactive's Cloud-based data platform: Supernova™
Thank you for your interest in Seer Interactive's new cloud-based data platform: Supernova™! In order to receive a free search landscape analysis (the “Free Services”), you will need to connect Your Website's Google Ads account to our Supernova™ data warehouse. Please read these Terms and Conditions and the General Terms and Conditions carefully before connecting Your Website’s Google Ads account to our Supernova™ data warehouse and using the Free Services. By connecting Your Website’s Google Ads account to our Supernova™ data warehouse and using the Free Services, you are agreeing to all of these Terms and Conditions and the General Terms and Conditions in their entirety.
The Free Services are being offered by Seer Interactive, a Pennsylvania limited liability company. Unless indicated otherwise, we use the terms "Seer Interactive", "we", “our”, and "us" in these Terms and Conditions and other posted policies to refer to Seer Interactive. “Your Website” refers to the website that you choose to connect to our Supernova™ data warehouse. “You” refers to the owner of Your Website. By agreeing to these Terms and Conditions, the individual clicking on the “I agree” button represents that they have the authority to bind the owner of Your Website to these Terms and Conditions and to authorize the Free Services to be performed in connection with Your Website.
We reserve the unilateral right to change these Terms and Conditions, in whole or in part, at any time. Any such changes will take effect immediately when posted on this page. You should check this page regularly to take notice of any changes we may have made to these Terms and Conditions.
- Intellectual property
You will retain ownership of Your Website and all of your data that Seer Interactive uses in connection with the Free Services. All of the tools used to create the analyses in connection with the Free Services, as well as the analyses themselves, are and shall remain the sole and exclusive property of Seer Interactive. Seer Interactive shall at all times retain exclusive and sole ownership of and title to all of Seer Interactive’s property, proprietary materials, information, methodology, and know-how used by Seer Interactive in the performance of the Free Services, including without limitation object modules and/or repetitive tools and toolkits utilized by it in any such Free Services hereunder, together with improvements and modifications thereof.
- Website Content Ownership
You warrant and represent that that Your Website does not contain and you will not provide content to Seer Interactive that (a) is infringing, illegal, libelous, defamatory, obscene, pornographic, or likely to cause harm to any individuals, or (b) contains any bugs, viruses, malware, or similar attributes that may infect Seer Interactive’s systems, and that Your Website and any and all content (including without limitation text, graphics, images, designs, trademarks, and artwork) included on Your Website or provided to Seer Interactive in connection with the performance of the Free Services or otherwise related to Your Website or your business (“Your Content”) are owned by you or that you have permission from the owner of Your Content to use Your Content, and that the use by Seer Interactive in the provision of the Free Services of Your Content will not infringe any third party’s intellectual property rights, breach any confidentiality or contractual obligations, or violate any applicable law.
Seer Interactive will require access to your analytics platform (e.g. Google Analytics) in order to provide analyzed reporting or other reporting mechanisms such as dashboards or analytics profiles in connection with the Free Services. You grant Seer Interactive permission to import and store data from data platforms and sources accessed pursuant to the provision of the Free Services, including without limitation Analytics platforms, STAT, Google Search Console, Google Adwords, Bing, CRM platforms, Facebook, Twitter, and Hubspot. Seer Interactive shall have the right to disclose, transfer, and use (including but not limited to sharing general digital trends among clients in blog posts, webinars and similar mediums) such data obtained in connection with the Free Services, provided that, (a) prior to any transfer or external use, Seer Interactive: (a) has de-identified and aggregated such data so that it is non-personally identifiable (“Aggregated Anonymous Data”); and (b) Seer Interactive does not disclose, transfer, or use such Aggregated Anonymous Data in a manner that implicitly or explicitly identifies you or facilitates a third party’s ability to compete with you.
- NO WARRANTIES
THE FREE SERVICES AND ANY ANALYSES OR OTHER DELIVERABLES PROVIDED TO YOU BY SEER INTERACTIVE IN CONNECTION WITH THE FREE SERVICES ARE PROVIDED AS-IS. SEER INTERACTIVE DOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE FREE SERVICES, INCLUDING WITHOUT LIMITATION WITH RESPECT TO RESULTS OR WITH RESPECT TO ANY BETA OR TEST FEATURES OR ANY THIRD PARTY ADD-ON SERVICE, OR WITH RESPECT TO ANY CONTENT OR ANY TOOLS PROVIDED WITH RESPECT TO THE FREE SERVICES. WE HEREBY EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO RECOMMENDATIONS NOR ANY COMMUNICATION FROM SEER INTERACTIVE CONSTITUTES LEGAL ADVICE, AND SHOULD NOT BE ACTED ON AS SUCH BY YOU OR ANYONE ELSE.
- Limited Liability
We do not accept, and hereby exclude to the fullest extent permissible under applicable law, any liability for any loss of data, profit, revenue, or business or for any indirect or consequential loss or damage however caused. IN NO CASE SHALL SEER INTERACTIVE, ITS SUBSIDIARIES AND AFFILIATED COMPANIES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR CONTRACTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF OR OTHERWISE RELATING TO THE FREE SERVICES OR DELIVERABLES PROVIDED TO YOU BY SEER INTERACTIVE IN CONNECTION WITH THE FREE SERVICES, EVEN IF YOU CLAIM TO HAVE NOTIFIED SEER INTERACTIVE ABOUT THE POSSIBILITY OF SUCH DAMAGES. SOME COUNTRIES, STATES, OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. IN SUCH COUNTRIES, STATES, OR JURISDICTIONS, OUR AND THEIR LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. YOU HEREBY RELEASE SEER INTERACTIVE, ITS SUBSIDIARIES AND AFFILIATED COMPANIES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND CONTRACTORS FROM ANY AND ALL OBLIGATIONS, LIABILITY, AND CLAIMS IN EXCESS OF THESE LIABILITY LIMITATIONS. OUR AND THEIR TOTAL LIABILITY FOR BREACH OF WARRANTY ARISING OUT OF CONTRACT, NEGLIGENCE, OR STRICT LIABILITY IN TORT, OR ANY OTHER CLAIM RELATING TO THESE TERMS AND CONDITIONS, THE FREE SERVICES, OR YOUR USE OF ANY DELIVERABLES SHALL BE LIMITED TO THE TOTAL AMOUNTS PAID BY YOU TO US, BUT IN NO EVENT TO EXCEED $500.
- Your Indemnification of Seer Interactive
You agree that you shall fully defend and indemnify Seer Interactive, its subsidiaries and affiliated companies and their respective officers, directors, owners, agents, attorneys, shareholders, related entities, heirs, and assigns, from and against any and all claims, demands, actions, suits, losses, liabilities, damages, injuries, fines penalties, costs and expenses, attorneys' fees, arbitration fees, mediation fees, expert expenses, and all other consequences of every kind, directly or indirectly resulting from any breach of any representation made by you hereunder and any and all failure(s) of you or your agent(s) to fully comply with all duties, obligations, and other provisions set forth in these Terms and Conditions, including, but not limited to, your warranties or your violation of a third party's intellectual property rights. You further agree to defend, indemnify, and hold harmless Seer Interactive, its subsidiaries and affiliated companies and their respective its officers, directors, owners, agents, attorneys, shareholders, related entities, heirs, and assigns, from and against any and all claims, demands, actions, suits, loses, liabilities, damages, injuries, fines, penalties, costs and expenses, including, without limitation, reasonable attorneys' fees, arising out of any property damage or recoverable economic loss incurred by a third party, to the extent such damage or loss is caused by any act or omission of you or your agents in connection with the Free Services or these Terms and Conditions. You agree that Seer Interactive shall have the right to participate in the defense of any such claim through counsel of its own choosing at your expense.
- Governing Law and Dispute Resolution
9.1 The Free Services and these Terms and Conditions shall be governed exclusively by and interpreted in accordance with the laws of the Commonwealth of Pennsylvania and, where applicable, the federal law of the United States of America, without regard to conflicts of law principles.
9.2 ANY AND ALL DISPUTES AS TO THE INTERPRETATION OF OR ANY PERFORMANCE UNDER THESE TERMS AND CONDITIONS OF THE FREE SERVICES WHICH ARE NOT FIRST RESOLVED INFORMALLY, SHALL BE DETERMINED EXCLUSIVELY BY BINDING ARBITRATION IN PHILADELPHIA, PENNSYLVANIA IN ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION ("AAA") AND IN ACCORDANCE WITH THE RULES OF AAA. Any award arising out of such arbitration shall be subject to entry as a judgment by any court of competent jurisdiction in the United States. Any action to confirm or vacate such an award must be brought in either the Court of Common Pleas of Philadelphia, Pennsylvania or the United States District Court for the Eastern District of Pennsylvania. You consent to personal jurisdiction and venue in such courts and you waive any challenge to personal jurisdiction or venue in such courts. You further agree that we shall be entitled to collect our attorneys' fees, costs and other expenses in the event that we act to enforce this arbitration and forum selection clause, regardless of whether we prevail in the underlying action. The final award in any such arbitration proceeding shall be subject to entry as a judgment by any court of competent jurisdiction, provided that such judgment does not conflict with the terms and provisions hereof. The jurisdiction of the arbiter (or arbiters) with respect to legal matters shall be limited only by the statutory and common law of the Commonwealth of Pennsylvania and the federal law of the United States of America. There are no exceptions to these mandatory arbitration provisions except as set forth in Sections 9.3.
9.3 Nothing in Section 9.2 shall preclude us from: (i) seeking and obtaining any injunctive relief or attachment and expedited discovery or other equitable relief to enforce these Terms and Conditions or any written agreement or statement of work referencing these Terms and Conditions or to remedy a breach thereof, or (ii) bringing an action to enforce these Terms and Conditions or the provisions hereof in the event AAA will not or cannot arbitrate a particular dispute. Any action under this Section 9.3 may be brought in either the United States District Court for the Eastern District of Pennsylvania or the Common Pleas Court of Philadelphia County Pennsylvania, and each party consents to the in personam jurisdiction of such Courts for the purpose of any such action or proceeding. Each party hereby waives all rights it has or which may hereafter arise to contest such exclusive jurisdiction of the United States District Court for the Eastern District of Pennsylvania or the Common Pleas Court of Philadelphia County Pennsylvania.
9.4 In addition to the foregoing, YOU HEREBY AGREE THAT AS A PART OF THE CONSIDERATION FOR THESE TERMS AND CONDITIONS AND THE PROVISION OF THE FREE SERVICES, YOU WAIVE THE RIGHT TO A TRIAL BY JURY FOR ANY DISPUTE ARISING BETWEEN YOU AND US THAT IS IN ANY WAY RELATED TO THE SUBJECT MATTER OF THESE TERMS AND CONDITIONS OR THE FREE SERVICES, and that such waiver shall be enforceable up to and including the day that trial is to start, and even if the arbitration provisions of this paragraph are waived. Neither you nor we may be a representative of other potential claimants or a class of potential claimants in any dispute concerning or relating to these Terms and Conditions or the Free Services, nor may two or more individuals' disputes be consolidated or otherwise determined in one proceeding. YOU AND WE ACKNOWLEDGE THAT THIS SECTION 9.4 WAIVES ANY RIGHT TO PARTICIPATION AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLASS ACTION.
- Miscellaneous Provisions
10.1 All communications regarding the Free Services shall be conducted in English.
10.2 If any of these Terms and Conditions are found to be illegal, invalid, or unenforceable by any court of competent jurisdiction, the rest of these Terms and Conditions shall remain in full force and effect.
10.3 Neither these Terms and Conditions, nor any rights to the Free Services, may be assigned, resold, or otherwise transferred in whole or in part by you without our prior written consent, which may be withheld for any or no reason. Notwithstanding the above, these Terms and Conditions shall be binding upon your successors and assigns, if any. We may assign or license any or all of our rights and/or obligations hereunder or thereunder in our free, sole, and unfettered discretion.
10.4 We will not be responsible to you for any delay or failure to deliver the Free Services to you.
10.5 If you breach these Terms and Conditions or the General Terms and Conditions and we take no action, we will still be entitled to use our rights and remedies in other situations where you are in breach.
10.6 Nothing in these Terms and Conditions is intended to create or constitute an agency, joint or collaborative venture, or partnership of any kind between Seer Interactive and you, nor shall anything in these Terms and Conditions be construed as constituting or creating any such agency, joint or collaborative venture, or partnership between Seer Interactive and you.
10.7 These Terms and Conditions, along with the General Terms and Conditions, constitutes the entire agreement with respect to the subject matter hereof, and supersedes and cancels all other prior agreements, discussion, or representations, whether written or oral between us and you related to the subject matter hereof. No officer, employee or representative of Seer Interactive or you has any authority to make any representation or promise in connection with these Terms and Conditions or the subject matter thereof which is not contained expressly in this these Terms and Conditions, and we and you hereby acknowledge and agree that neither we nor you have entered into these Terms and Conditions in reliance upon any such representation or promise.
© 2023 Seer Interactive. All Rights Reserved.
Last Revised: [3/22/2023]