Keyword Guard Terms Of Service

as of September 1, 2021

These Keyword Guard Terms of Service which is incorporated herein by this reference (collectively, the “Terms”), are a binding legal contract between Keyword Guard LLC, a Wyoming Limited Liability Company (“Keyword Guard”,“us”, “we” or “our”), and the individual or legal entity who subscribes to or purchases the Keyword Guard services (“You” or “Your”). By executing an Subscription Plan with Keyword Guard, or by accessing or using the Keyword Guard services, you represent that you have the authority to enter into these terms and if you do so on behalf of a legal entity, you represent and warrant that you have the authority to accept these terms on behalf of that legal entity. These terms form a legally binding contract between you (or the legal entity you represent, as applicable) and Keyword Guard and you (or the legal entity you represent) agree to be legally bound hereby.

Please read all of the following terms fully and carefully before using this website or any website or service owned and operated by Keyword Guard. All the information on the Service website (including, but not limited to the design, layout, organization, and the underlying source code, which herein may be referred to as “Site”) can be used only under the following Terms.

You must accept the Terms before using our services or accessing our websites, including:

The terms of the Keyword Guard Privacy Policy  https://www.keywordguard.com/privacy

The terms of the Keyword Guard Data Processing Agreement  https://www.keywordguard.com/data-processor-agreement

1.1. “Account” refers to the account utilizing the Service (the individual or company that you registered to use the Service of Keyword Guard).

1.2. “Ad Platform” means a third party online advertising platform that the Service is compatible with, as specified in the Service’s documentation. Examples include Google, Microsoft, Amazon.

1.3. “Billing Service Provider” is a third party company that allows us to charge the Accounts credit card for the Service.

1.4. “Client Code” means our proprietary software code which may be installed on webpage(s) that we lawfully own or control for the purpose of collecting Your Data and providing you the Service.

1.5. “Fees” means the applicable service and/or subscription fees.

1.6. “Negative Keyword” or “Negative Search Term” is a Search Term that can be given to an Ad Platform with the request that advertisements not be shown for that Search Term for an Account.

1.7. “Processing Software” or “Software” means the proprietary Keyword Guard Software and any all upgrades to such, which analyzes Your Data, generates reports and makes recommendations.

1.8. “Output Data” means the various reports, analytics, and other types of information and data that the Service may generate, provide or make available to you online or offline.

1.9. “Search Engine” is a third party online platform that allows users to query the search engine by inputting keywords or phrases called “search terms”. The search engine provides query results in the form of advertisements or links to websites that provide relevant data. Examples include Google, Bing, Yahoo, AOL.

1.10. “Search Term”: is the Keyword(s), phrase or words used by a user of a search engine when conducting a search on an ad platform. These search terms are used by the search engine and ad platform to show the user relevant search results, including advertisements for products or services that the ad platform deems appropriate for the “search term”.

1.11. “Servers”: means the servers utilized by Keyword Guard upon which Your Data is stored and analyzed to provide the Output Data or Reports.

1.12. “Service”: or the “Services” consists of a suite of online management tools that utilize algorithms, statistical data, AI (artificial intelligence) among other technologies to identify Search Terms and Keywords that result in the Account paying for unnecessary spending on the Ad Platform. Keyword Guard seeks to reduce the Account’s expense with the Ad Platform for unnecessary search terms. Keyword Guard recommends Search Terms to the Account to be set as Negative Keywords. The Account must approve each recommended Negative Keyword and Negative Search Term before it is automatically uploaded to the Ad Platform. The Service enables the Account to generate reports, review analytics and access an extensive array of resources for the Account to view their advertising spend. Keyword Guard is not responsible if the Account fails to approve any recommended keywords to be automatically uploaded to the Ad Platform. The Account may be notified via email, and by logging in to their dashboard to review any Search Terms that have been recommended by Keyword Guard as a Negative Keyword. Keyword Guard is not responsible for recommending any Negative Keywords or Negative Search Terms that could be construed by Account to have led to a Sale or increased revenue by the account.

The Service include all updates, modifications and enhancements thereto that Keyword Guard elects to make generally available to its users of the Services at no additional charge. All Updates shall be subject to the terms of this agreement. You may subscribe to additional products and services from Keyword Guard, 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. If you subscribe to such additional services pursuant to such separate terms and conditions, those separate terms and conditions shall apply to such separate services to the exclusion of the terms of this agreement.

1.13. “Subscription Plan”: means the billing terms agreed upon for your Account, between you and the Service. The Subscription Plan does not require a physically or electronically signed contract. The details of the Subscription Plan will be made available on our website at the time the Account signs up and registers for the Service.

1.14. “Term” means the period of these Terms as specified in section below.

1.15. “Users” means registered customers or Accounts of Keyword Guard that have access to the Services.

1.16. “User Data” means the data we collect and process about Users.

1.17. “Your Ad” means an instance of your online ad on the Ad Platform, where such an instance is configured to inter-operate with the Service.

1.18. “Your Data” means the data about your ads and data that we collect, process or are exposed to in the course of providing the Service to you, including the Output Data and the data accessible through your account on the Ad Platform.

2.1. You must be registered in order to use the Service. For registration, you must complete the registration process by providing Keyword Guard with current, complete and accurate information as prompted by the registration form or Subscription Plan, including the mandatory fields for completion. If you do not provide the required information in these fields, you will not be able to register. Note that we may, in our sole discretion, accept or reject for any reason any person as a user of the Service.

2.2. You will at all times be responsible for maintaining the security of your account and password: you should protect your passwords and periodically change it. You must maintain the confidentiality of your Service account login details. You are fully responsible for your own and third party use of your accounts. Keyword Guard cannot and will not be liable for any loss and/or damage resulting from your failure to comply with this security obligation.

2.3. You may not use the Service for any illegal or unauthorised purpose, nor violate any applicable laws (including but not limited to copyright laws). You are solely responsible for any and all activities that relate to your Account. You agree to notify Keyword Guard immediately upon learning of any unauthorised use of your Account or any other breach of security.

2.4. We encourage you to log-in to your account on the Service frequently and to thoroughly review your account status and Output Data.

2.5. From time to time, Keyword Guard employees may log in to the Service under an administrative master password in order to maintain or improve the Service, including providing you with assistance on technical or billing issues. You hereby acknowledge and consent to such access. We always make our best effort to contact you to notify you of any changes that need to be made.

2.6. We reserve the right to refuse service to anyone, at any time, for any reason. We reserve the right to terminate your account at any time. It is your responsibility to backup your data and redirect any URLs pointing to our servers or systems to a different address before the termination deadline expires. You will not be charged any new fees from the date of termination. However, you will still be responsible to pay any past-due fees owed to Keyword Guard. No refunds will be issued for unused service on terminated accounts.

2.7. The Service is only compatible with the Ad Platform. In order to benefit from the Service, you must acquire, at your own cost, advertising campaign(s) on the Ad Platform. Any and all negotiations, dealings and engagements concerning such advertising campaign(s) are strictly between you and the operator of the Ad Platform. We take no part in, and are not a party to, such negotiations, dealings and engagements.

3.1. Keyword Guard hereby grants you a limited, revocable, non-exclusive, non-sub-licensable license to use the Service for one web site that you lawfully own and control (collectively, the “Website”). Subject to the terms and conditions of this Agreement, You may remotely access, view and download your Output Data and reports stored within the Service. Your license of, use of and access to the Software and the Service (which may include, without limitation, the Software, documentation and reports) is conditioned upon your compliance with the terms and conditions of this Agreement.

3.2. Subject to these Terms, the completion of your registration and your payment of the applicable Fees, you may, during the Term, access and use the Service and the Output Data, you will use the Software, Service and Reports strictly for your own internal business purpose, and will not make the Software or Service available for timesharing, application service provider or service bureau use. You will comply with all applicable laws and regulations in your use of and access to the Documentation, Software, Service and Reports.

3.3. The license will expire immediately upon failure to comply with the terms of this Agreement and your Account will be subject to immediate Cancellation.

4.1. Keyword Guard Services may be purchased on a periodic subscription basis under which payment is prepaid in accordance with the packages, amounts, overage charges and subscription cycle you selected upon registration. Subscription Service will be automatically renewed and your credit card (or other payment method account) will be charged every month without further authorization from you. Any bank fees and charges shall be borne solely by you.

4.2. If at any time, the payment method on file (i.e. credit card, PayPal) can not be charged by the billing service provider, we will make an effort to electronically notify you that your account can not be charged. The Service at Keyword Guard will be paused until the payment method on file has been updated. If after 45 days the payment method has not been updated, Keyword Guard reserves the right to cancel the service. See the terms and conditions under “Cancellation Policy”.

4.3. Keyword Guard uses various billing service providers. When using such provider’s services, you agree to follow and comply with the policies of such provider.

4.4. Any amounts paid and any charges already accrued to your account are non-refundable. Subscriptions to Keyword Guard are always pre-paid. Any requests for cancellation during the middle of a payment cycle (month, quarter, or year depending on the payment plan you chose) will be made effective on the last day of the current payment cycle. Keyword Guard does not pro-rate refunds or provide partial payback for unused services.

4.5. When signing up for a “FREE TRIAL”, your payment card may be pre-authorized (but not charged) for security purposes. After the TRIAL period expires, your card will be charged for the plan amount and will continue to be billed monthly, or according to the Subscription Plan approved by You, unless cancelled beforehand. There can be only one TRIAL period per customer. Users that sign up for an additional TRIAL period may immediately be charged the monthly fee, or Subscription Plan amount, upon account activation.

4.6. If you sign up for any quarterly, yearly or any similarly prepaid plan, your card will be charged immediately for the full amount and will continue to be billed accordingly.

4.7. Your account will remain active and charges will continue to accrue to your account until you downgrade or cancel your subscription plan. Keyword Guard is a membership service and the base monthly charge is not based upon usage levels. Failure to login to the Service regularly, failure to approve or dis-approve Negative Search Terms recommendations, forgetting or losing your login credentials, deleting your campaigns, discontinuing use of Keyword Guard’s website or software, and/or lack of usage, are not acceptable grounds for cancellation or refund and will NOT result in automatic account cancellation. You will still be responsible for any charges accrued until you formally cancel by reaching out to customer support via the on-site contact form or in-app live chat, email or phone call, regardless of your level of account usage.

4.8. All charges will appear on your credit card statement as KeywordGuard.com.

5.1. If you are not satisfied with our service, you can cancel it quickly and easily. Simply submit a cancellation request via the on-site contact form with your full name, account username/password and last 4 digits of the credit card you used to sign up and we will cancel your account within 5 business days – no questions, no hassles. Or, reach out to the Keyword Guard Customer Service team and request cancellation of your account.

5.2. When signing up for the FREE TRIAL, in order to avoid being charged after the trial expires, please make sure to submit the cancellation request within the TRIAL period.

5.3. When an Account is cancelled, whether by Keyword Guard or by the Account, the following terms and conditions shall apply:

The Account will no longer be charged for any future charges or subscription fees.

The Keyword Guard proprietary software, algorithms, scripts and A.I. programming that works with the Ad Platform(s) will stop and Output Data and reports will no longer be available.

All Negative Keywords and Negative Search Terms that were identified by Keyword Guard during the course of the Subscription period will be removed from the Ad Platform.

Upon the customer's request at termination we can email you a list. A complete list of the Negative Keywords and Negative Search Terms that were identified by Keyword Guard during the course of the Subscription period will be provided to the Account via a .csv or excel file.

KEYWORD GUARD IS NOT LIABLE FOR ANY INCREASE IN FEES OR CHARGES FROM THE AD PLATFORM TO THE ACCOUNT AS A RESULT OF SERVICE BEING CANCELLED.

6.1. If you provide access to your Account or any portion thereof to any third party or use the Service to collect information on behalf of any third party (“Third Party”), whether or not you are authorized to do so by Keyword Guard, the terms of this Section shall apply to you.

6.2. If you use the Service on behalf of any Third Party, you represent and warrant that (a) you are authorized to act on behalf of, and bind to this Agreement, that Third Party, (b) as between the Third Party and you, the Third Party owns any rights to Account data in the applicable account, and (c) you shall not disclose Third Party’s Customer Data to any other party without the Third Party’s consent.

6.3. You shall ensure that each Third Party is bound by and abides by the terms of this Agreement. Keyword Guard makes no representations or warranties for the direct or indirect benefit of any Third Party. With respect to Third Parties, you shall take all measures necessary to disclaim any and all representations or warranties that may pertain to Keyword Guard, the Service, the Software, Output Data or the Reports, or use thereof. You agree to indemnify, hold harmless and defend Keyword Guard, at your expense, against any and all third-party claims, actions, proceedings, and suits brought against Keyword Guard or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys’ fees and other litigation expenses) incurred by Keyword Guard, or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (a) any representations and warranties made by you concerning any aspect of the Service, the Software or Reports to Third Parties; (b) any claims made by or on behalf of any Third Party pertaining directly or indirectly to your use of the Service, the Software or Reports; (c) violations of your obligations of privacy to any Third Party; and (d) any claims with respect to acts or omissions of Third Parties in connection with the Services, the Software or Reports.

7.1. The Software and Service of Keyword Guard is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Service is made available for use and access, not sold.

7.2. As between Keyword Guard and Account, all right, title and interest in the Site and all information it contains, or may contain in the future, including, without limitation, all copyrights, trademarks, logos, service marks and other intellectual property rights (collectively referred to as the “Content”), is the property of Keyword Guard or its licensors and is protected by intellectual property laws and international intellectual property treaties. Except as expressly provided below, nothing contained in the Site shall be construed as conferring any license or right, by implication, estoppel or otherwise, under copyright or other intellectual property rights, to use the Site or the Content displayed on the Site, through the use of framing or otherwise, without the prior written permission of Keyword Guard or any third party that may own the trademark or copyright of material displayed on the Site.

7.3. Subject to Account’s full compliance with these Terms, Account is hereby granted a non-exclusive, nontransferable, revocable, limited license to view, download, print and use information retrieved from the Site, provided that: (i) it is solely for Account’s own lawful, personal, informational, non-commercial purposes: (ii) Account does not remove or obscure the copyright notice, trademark notices or other notices; (iii) the Content, or any part thereof, is not modified; and (iv) it is automatically done through Account’s browser software incidentally to using the Site and/or the Services. Except as expressly provided herein, no part of the Site, including, but not limited to, materials retrieved therefrom and the underlying HTML code, may be used, reproduced, republished, copied, reformatted, displayed, reverse engineered, reverse assembled, transmitted, distributed, licensed, sold, resold or exploited in any form or by any means. In no event shall materials from the Site be stored in any information storage and retrieval system without the prior written permission from Keyword Guard.

7.4. Account understands and agrees that Keyword Guard may alter, suspend or discontinue the Site and/or the Services and may change any information, features and functions of the Site and/or the Services at any time for any reason, without notice, cost or liability. Account further understands and agrees that from time to time the Site and/or the Services may be inaccessible, unavailable or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Keyword Guard may undertake from time to time; or (iii) causes beyond the control of Keyword Guard or which are not reasonably foreseeable by Keyword Guard, including, without limitation, interruption or failure of telecommunication or digital transmission links, server failure, hostile network attacks, network congestion or other failures. Account acknowledges and agrees that Keyword Guard has no control of the availability of the Site or the Services on a continuous or uninterrupted basis.

7.5. Account shall be solely responsible for providing, maintaining and ensuring that all hardware, software, electrical and other physical requirements for Account’s use of the Site and the Services, including, without limitation, telecommunications and internet access connections and links, web browsers, bandwidth or other equipment, programs and services required to access and use the Site and the Services, are compatible with the Site and the Services. While Keyword Guard will endeavor to make timely backups of all Output Data for Account, Account is responsible to backup all reports made while using the Service.

7.6. Keyword Guard reserves the right, in its sole discretion and without notice, at any time and for any reason, to: (i) remove or disable access to all or any portion of the Site or the Services; and (ii) suspend or terminate Account’s access to or use of all or any portion of the Site or the Services.

7.7. This website also contains other materials which are owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Unless stated otherwise, the software required for our services or available on or used by our website and the intellectual property rights (including the copyrights) of the contents and information of and material on our website are owned by Keyword Guard, its suppliers or licensors.

7.8. Keyword Guard exclusively retains ownership of all rights, title and interest in and to (all intellectual property rights of) (the look and feel (including infrastructure) of) the website on which the service is made available (including the filter presets, reviews and translated content) and you are not entitled to copy, scrape, (hyper-/deep)link to, publish, promote, market, integrate, utilize, combine or otherwise use the content (including any translations thereof and the guest reviews) or our brand without our express written permission.

7.9. Unless you notify us otherwise in writing, we may identify you as a customer and indicate you as a customer and user of the Service, on our website and in other online or offline marketing materials and press releases. We acknowledge that your company name and logo are protected by intellectual property rights. You grant us a worldwide, non-exclusive, non-transferable, royalty-free, license, to use your name, logo, and website URL, on our website and in other online or offline marketing materials relating to the Service. We will use this content strictly in accordance with any usage guidelines you provide us advance notice of.

8.1. Except as relevant law may otherwise require to be permitted, you may not modify, make derivative works of, disassemble, de-compile or reverse engineer any part of the Service, or otherwise attempt to discover its underlying code, structure, implementation or algorithms.

8.2. You may not use theService in order to develop, or create, or permit others to develop or create, a product or service similar or competitive to the Service.

8.3. Except for Your Data, you may not offer the Service to third parties, including by reselling, licensing, renting, leasing, transferring, lending, timesharing, assigning or redistributing the Service or any part thereof.

8.4. You may not perform or attempt to perform any of the following in connection with the Service:

8.4.1. Breaching the security of the Service , identifying, probing or scanning any security vulnerabilities in the Service,

8.4.2. Accessing data not intended for you, or accessing an account you are not authorized to access;

8.4.3. Interfering with, circumventing, manipulating, overloading, impairing or disrupting the operation, or the functionality of the Service;

8.4.4. Working around any technical limitations in theService;

8.4.5. Using any tool to enable features or functionalities that are otherwise disabled, inaccessible or undocumented in the Service;

8.4.6. Impersonating any person or entity, or make any false statements pertaining to your identity ;

8.4.7. Collecting or processing information or data about the Service’s subscribers; or

8.4.8. Sending any virus, worm, malware, Trojan horse or other malicious or harmful code or attachment.

8.4.9. Using robots, crawlers and similar applications to scrape, harvest, collect or compile content from or through the Service.

8.5. YOU MAY NOT USE THE SOFTWARE FOR ANY ACTIVITY THAT CONSTITUTES, OR ENCOURAGES CONDUCT THAT WOULD CONSTITUTE, A CRIMINAL OFFENSE, GIVE RISE TO CIVIL LIABILITY OR OTHERWISE VIOLATE ANY APPLICABLE LAW.

8.6. WE MAY EMPLOY MEASURES TO DETECT AND PREVENT FRAUDULENT OR ABUSIVE USE OF THE SERVICE, AS WELL AS MISUSE OF THE SERVICE. WE MAY SUSPEND OR TERMINATE YOUR ACCOUNT ON AND ACCESS TO THE SERVICE, WITHOUT PRIOR NOTICE, IF WE, IN OUR SOLE DISCRETION, BELIEVE THAT YOU HAVE ENGAGED IN FRAUDULENT OR ABUSIVE USE, OR MISUSE, OF THE SERVICE.

9.1. THE SITE AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, KEYWORD GUARD EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. USE OF THE SITE AND THE SERVICES IS AT ACCOUNT’S SOLE RISK. SPECIFICALLY, BUT WITHOUT LIMITATION, KEYWORD GUARD DOES NOT REPRESENT OR WARRANT, AND DISCLAIMS ANY AND ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, PENALTY OR DAMAGE OF ANY KIND WHATSOEVER RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATED TO: (i) ANY ERRORS IN OR OMISSIONS FROM THE SITE AND ITS CONTENT, INCLUDING, BUT NOT LIMITED TO, TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS; (ii) THE UNAVAILABILITY OR UNINTERRUPTED USE OF THE SITE OR THE SERVICES OR ANY PORTION THEREOF; (iii) DEFECTS, VIRUSES OR OTHER HARMFUL COMPONENTS ON THE SITE OR THE SERVER THAT MAINTAINS THE SITE; (iv) ANY THIRD PARTY WEB SITES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH HYPERLINKS CONTAINED IN THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS THEREFROM; (v) ACCOUNT’S USE OF THE SITE OR THE SERVICES OR ANY RELATIONSHIP BETWEEN ACCOUNT AND A LINKED SITE OR ANY SERVICES, PRODUCTS OR ADVICE PROVIDED OR PERFORMED BY A LINKED SITE FOR ACCOUNT; AND (vi) ACCOUNT’S USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE SITE OR THE SERVICES. FURTHER, KEYWORD GUARD DOES NOT MAKE ANY REPRESENTATION OR WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SITE OR THE SERVICES.

10.1. UNDER NO CIRCUMSTANCES SHALL A “COVERED PARTY” (AS DEFINED BELOW) BE LIABLE TO ACCOUNT OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, RELIANCE OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ECONOMIC LOSS, PENALTIES OR ATTORNEYS’ FEES, FOR ANY MATTER ARISING FROM OR RELATING TO THE SITE, INCLUDING ITS CONTENT, THE SERVICES, OR THE INTERNET GENERALLY, INCLUDING, WITHOUT LIMITATION: (i) ACCOUNT’S USE OR INABILITY TO USE THE SITE OR THE SERVICES; (ii) ANY CHANGES TO OR INACCESSIBILITY OF THE SITE OR THE SERVICES; (iii) DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA; (iv) ANY MATERIAL OR DATA STORED, SENT OR RECEIVED OR NOT STORED, SENT OR RECEIVED; (v) ANY TRANSACTION OR AGREEMENT ENTERED INTO THROUGH THE SITE OR THE SERVICE; OR (vi) ANY DATA OR MATERIAL FROM A THIRD PERSON ACCESSED ON OR THROUGH THE SERVICES; WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE, REGARDLESS OF ANY NEGLIGENCE OF ANY COVERED PARTY. SOME STATES PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THUS THIS LIMITATION OF LIABILITY MAY NOT APPLY TO ACCOUNT. IF ACCOUNT IS DISSATISFIED WITH THE SITE, ACCOUNT’S SOLE AND EXCLUSIVE REMEDY SHALL BE FOR ACCOUNT TO DISCONTINUE USE OF THE SITE. A “COVERED PARTY” MEANS KEYWORD GUARD, ITS AFFILIATES, AND ANY OFFICER, DIRECTOR, SHAREHOLDER, PARTNER, EMPLOYEE, SUBCONTRACTOR, REPRESENTATIVE, AGENT, SUCCESSOR OR ASSIGN OF KEYWORD GUARD OR ITS AFFILIATES.

10.2. KEYWORD GUARD WILL NOT BE LIABLE TO ACCOUNT OR ANY THIRD-PARTY CLAIMANT FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA COLLECTED THROUGH THE SERVICE), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF KEYWORD GUARD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION CONTAINED IN THIS PARAGRAPH SHALL APPLY REGARDLESS OF THE FAILURE OF THE EXCLUSIVE REMEDY PROVIDED IN THE FOLLOWING PARAGRAPH. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS AND THE FOREGOING PARAGRAPH MAY NOT APPLY TO YOU.

10.3. Keyword Guard will not be liable for any potential Search Terms or Keywords that are not detected by the software as a potential Negative Keyword.

10.4. Keyword Guard’s total cumulative liability to you or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement shall not exceed US $500.

11.1. We respect your privacy. Please take a look at our privacy policy located on the Internet at https://www.keywordguard.com/privacy for further information.

12.1. We are a data processor. Please take a look at the Data Processing Agreement located on the Internet at hhttps://www.keywordguard.com/data-processor-agreement for further information.

13.1. These Terms are drafted in the English language. If these Terms are translated into any other language, the English language version shall prevail.

13.2. Our failure to enforce at any time or for any period any one or more of the Terms shall not be construed as a waiver of them or the rights attaching to any of them.

13.3. The Terms and the Subscription Plan constitute the entire agreement between you and Keyword Guard in relation to the subject matter of these Terms and supersedes any previous agreements or representations between the parties relating to the subject matter of this Agreement.

13.4. These Terms and your use of the Keyword Guard Sites are governed by the laws of the State of Ohio, USA. You hereby consent to the exclusive jurisdiction of the State of Ohio, USA courts in all disputes arising out of or relating to the use of the Keyword Guard Sites and Services each time you access the Keyword Guard Sites and Services. Use of the Keyword Guard Sites and Services is not authorized in any jurisdiction that does not give effect to all provisions of these Terms including, without limitation, this clause.

13.5. Our performance of these Terms is subject to existing laws and legal process and nothing contained in this agreement is in derogation of our right to comply with law enforcement requests or requirements relating to your use of the Keyword Guard Sites or information provided to or gathered by us with respect to such use.

13.6. If any part of these Terms or the Subscription Plan is determined to be invalid or unenforceable, then the invalid or unenforceable provision shall be deemed to be superseded by any such valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms and Subscription Plan shall continue in effect.

13.7. Although we cannot monitor the conduct of our Account off site, it shall be a breach of these Terms to use any information obtained from the Keyword Guard Sites in order to harass, abuse or harm other persons, or in order to contact, advertise to, solicit or sell to any user or person without their prior express consent.

13.8. Obvious errors and mistakes (including misprints) are not binding.

13.9. There is no guarantee that you will save any money using the techniques and ideas in this Site. Examples in the Site are not to be interpreted as a promise or guarantee of savings. Saving potential is entirely dependent on the Negative Keywords and Negative Search Terms approved to be uploaded to the Ad Platform, the number of products the Account has loaded to the Ad Platform for the purpose of advertising, the number of searches or impressions on a product search, or any of a number of factors.

13.10. No express or implied guarantees of income are made when purchasing the Service. You agree that we are not responsible for the success or failure of your business decisions.

Keyword Guard reserves the right to change the terms and conditions of this agreement or its policies relating to the Service at any time with or without notice. We shall post an updated version of this agreement on the Service and/or send you an email message. We will update the revision date at the top of this Terms of Service agreement. You are responsible for regularly reviewing this agreement. Continued use of the service after any such changes shall constitute your consent to such changes. We shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

For more information about Keyword Guard, please see the About Us section of our website. If you would like to contact us in relation to your use of the Keyword Guard Sites and/or Services, please contact us.

16.1. You may not assign these Terms without our prior written consent, which we shall not unreasonably withhold or deny. Any purported assignment without our prior written consent is void.

16.2. To the greatest extent permissible by law, we may assign these Terms in their entirety, including all right, duties, liabilities, performances and obligations herein, upon notice to you and without obtaining your further specific consent, to a third-party, upon a merger, acquisition, change of control or the sale of all or substantially all of our equity or assets. By virtue of such assignment, the assignee assumes our stead, including all right, duties, liabilities, performances and obligations hereunder, and we are released therefrom.

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, hurricane, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.