Terms & Conditions

PLEASE READ THESE TERMS CAREFULLY. BY CLICKING “I AGREE”, CREATING AN ACCOUNT, DOWNLOADING THE PLUGIN, OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT CREATE AN ACCOUNT OR USE THE SERVICES.

THESE TERMS CONTAIN PROVISIONS THAT LIMIT SEOSPACE’S LIABILITY, DISCLAIM ALL GUARANTEES OF SEO OR BUSINESS RESULTS, MAKE FEES NON-REFUNDABLE, AUTOMATICALLY RENEW YOUR SUBSCRIPTION, RESTRICT PAYMENT CHARGEBACKS, AND – IN CLAUSE 28 – REQUIRE INDIVIDUAL BINDING ARBITRATION AND WAIVE YOUR RIGHTS TO A JURY TRIAL AND TO PARTICIPATE IN CLASS ACTIONS. PLEASE READ CLAUSES 7, 8, 9, 10, 13 AND 28 IN PARTICULAR.

These Terms and Conditions of Service (the “Terms”) form a binding contract between you, the Customer (defined below), and SEOSpace, LLC, a Florida limited liability company (“SEOSpace”, “we”, “us”). The contract is entered into when you create an account on our Website to use the SEOSpace Software and accept these Terms.

The Services are provided to businesses only and not to individual consumers. By accepting these Terms you represent that you are acquiring the Services for business or commercial purposes. The SEOSpace Plugin works only with the Squarespace website-building platform and is downloaded via the Google Chrome or Mozilla Firefox browser. You are solely responsible for complying with the terms of service of Squarespace, Google and Mozilla, and SEOSpace is not responsible if any failure by you to comply with those third-party terms prevents you from using the Plugin or the Services.

Contents

1. Interpretation

2. Acceptance, Authority and Eligibility

3. Access and Usage Rights

4. Services and Availability

5. Subscription Levels and Changes

6. Data Protection and Privacy

7. No Guarantee of Results; Customer Responsibility

8. Disclaimer of Warranties

9. Charges, Payment, Auto-Renewal and Chargebacks

10. Limitation of Liability

11. Customer’s Obligations, Licenses and Indemnity

12. Third-Party Providers

13. Term and Termination

14. Suspension

15. Proprietary Rights and Feedback

16. Confidentiality

17. Force Majeure

18. Variation

19. Conflict

20. Waiver

21. Rights and Remedies

22. Severability and Reading Down

23. Entire Agreement and Non-Reliance

24. Assignment

25. No Partnership or Agency

26. No Third-Party Beneficiaries

27. Notices

28. Governing Law; Binding Arbitration; Class & Jury Waivers

29. Survival

Schedule 1 – Data Protection

Agreed terms

1. Interpretation

1.1 The following definitions apply, in addition to terms defined in the body of these Terms:

Audit: an audit of a page on the Customer’s Site performed by the Software at the Customer’s request.

Audit Limit: the number of Audits permitted under the Customer’s Subscription, as specified by SEOSpace on the Website.

Authorized Users: the employees, agents and independent contractors of the Customer authorized by the Customer to use the Services, for whose acts and omissions the Customer is fully responsible.

Business Day: a day other than a Saturday, Sunday or U.S. federal public holiday.

Customer: the person or entity that creates an account on the Website and accepts these Terms, and on whose behalf the Services are used.

Customer Data: data inputted by the Customer, Authorized Users, or SEOSpace on the Customer’s behalf for the purpose of using the Services.

Customer’s Site: the Squarespace-built website with which the Software is integrated and in respect of which the Services are provided.

Data Protection Laws: all data protection and privacy laws applicable to a party’s processing of personal data, including, as applicable, the EU and UK GDPR, the California Consumer Privacy Act/CPRA, and the Florida Digital Bill of Rights.

Documentation: the descriptions, user instructions, plan/feature pages and pricing made available by SEOSpace via the Website or app, as updated from time to time, which are incorporated into these Terms by reference.

Effective Date: the date on which the Customer creates an account and accepts these Terms.

Intellectual Property Rights: all patents, inventions, copyrights, trademarks, service marks, trade names, domain names, goodwill, design rights, database rights, trade secrets, know-how and all other intellectual property rights, whether registered or unregistered and including all applications, renewals and extensions, anywhere in the world.

Plugin: SEOSpace’s browser plugin downloaded by the Customer and integrated with its browser, necessary for the Customer’s use of the Services.

Services: the subscription services provided by SEOSpace via https://app.seospace.co/ or any other address notified to the Customer, as described in the Documentation.

Software: the Plugin and the online software application provided as part of the Services, including any updates, releases, versions, beta or trial features.

Subscription: the subscription purchased by the Customer which entitles it and its Authorized Users to access the Services.

Subscription Fees: the fees payable by the Customer for the Subscription, as specified by SEOSpace from time to time.

Subscription Term: the Free Trial Period (if any), the Initial Subscription Term and any subsequent Renewal Periods.

Website: https://www.seospace.co/.

1.2 Headings do not affect interpretation. The singular includes the plural and vice versa. A reference to a statute includes its regulations and amendments. “Including” and similar words are illustrative and non-limiting. “Writing” includes email. Any obligation not to do a thing includes an obligation not to allow that thing to be done.

2. Acceptance, Authority and Eligibility

2.1 By clicking to accept, creating an account, downloading the Plugin, or otherwise accessing or using the Services, the Customer agrees to be bound by these Terms and the Documentation. SEOSpace’s electronic records of the Customer’s acceptance and use (including logs and timestamps) are conclusive evidence of acceptance and of the version accepted, absent manifest error.

2.2 The Customer represents and warrants that it has full power and authority to enter into these Terms and that the individual accepting them is authorized to bind the Customer. The Customer may not rely on any alleged lack of authority of that individual to avoid being bound.

2.3 The Services are offered only to businesses and not to consumers. Nothing in these Terms excludes or limits any right or remedy that cannot lawfully be excluded or limited under applicable law; in that event the remaining provisions continue to apply to the fullest extent permitted.

3. Access and Usage Rights

3.1 Subject to the Customer paying the Subscription Fees (or SEOSpace granting a Free Trial), not exceeding the applicable Audit Limit or Site Limit, and complying with these Terms, SEOSpace grants the Customer a non-exclusive, non-transferable, revocable license, without the right to sublicense, to access and permit its Authorized Users to access the Software and Documentation during the Subscription Term solely for the Customer’s own internal business purposes.

3.2 The Customer may use the results of the Services (for example, Audit Reports) as part of its own service offering to its clients, but this does not permit the Customer to sublicense, or grant any third-party access to, the Services, Software or Documentation without SEOSpace’s prior written consent.

3.3 The Customer shall not, and shall not permit any person to:

(a) copy, modify, adapt, create derivative works from, frame, mirror, republish, download (except as expressly enabled), transmit or distribute any part of the Software or Documentation;

(b) decompile, reverse engineer, disassemble or otherwise attempt to derive the source code or underlying structure of the Software, except to the extent this restriction is prohibited by applicable law;

(c) access the Services, Software or Documentation to build, train or improve a competing product or service, or for benchmarking;

(d) license, sell, rent, lease, transfer, assign, distribute, disclose or otherwise commercially exploit the Services, Software or Documentation, except as expressly permitted;

(e) introduce any virus or vulnerability, or access, store, distribute or transmit any unlawful or harmful material; or

(f) use any automated means to access the Services other than as expressly enabled by SEOSpace.

3.4 SEOSpace may, without liability, disable access to any material or account that breaches this clause 3. The Customer shall use all reasonable efforts to prevent unauthorized access and shall promptly notify SEOSpace of any such access. The rights granted are to the Customer only and not to any affiliate.

4. Services and Availability

4.1 During the Subscription Term, SEOSpace shall provide the Services and make the Software and Documentation available substantially as described in the Documentation, using commercially reasonable efforts and reasonable skill and care.

4.2 SEOSpace does not warrant that access will be continuous, uninterrupted, error-free or secure. SEOSpace may perform maintenance and updates and may add, modify, suspend or discontinue any feature at any time. No service level, uptime commitment or credit applies unless expressly agreed in a separate written agreement signed by SEOSpace.

4.3 Any beta, trial, evaluation, preview or AI-generated features are provided “AS IS” and “AS AVAILABLE”, may be withdrawn at any time, and are excluded from any warranty or service commitment to the fullest extent permitted by law.

5. Subscription Levels and Changes

5.1 The Customer may upgrade at any time; the Subscription Fees increase pro rata to the higher plan for the remainder of the then-current term and thereafter. Downgrades, and changes from an annual to a monthly Subscription, take effect only at the end of the then-current Subscription Term.

5.2 No refund, rebate, credit or discount is payable as a result of any change to, downgrade of, or non-use of the Subscription. SEOSpace may modify the Audit Limit, Site Limit and features applicable to a plan on one month’s notice taking effect at the start of a Renewal Period.

6. Data Protection and Privacy

6.1 Each party shall comply with Data Protection Laws applicable to it. Where SEOSpace processes personal data on the Customer’s behalf, it does so as the Customer’s processor/service provider in accordance with Schedule 1 and the Customer’s documented instructions; where SEOSpace processes personal data for its own purposes (such as account administration and marketing), it does so as a controller/business.

6.2 The Customer represents and warrants that it has, and will maintain, all consents, notices and lawful bases necessary to provide personal data to SEOSpace and its subprocessors and for the processing contemplated by these Terms, and shall indemnify SEOSpace against all losses arising from any breach of this warranty or any Customer instruction.

6.3 SEOSpace shall implement reasonable and appropriate technical and organizational security measures, ensure personnel are bound by confidentiality, assist the Customer (at the Customer’s cost) with data-subject/consumer requests and required compliance obligations, notify the Customer without undue delay of a security breach affecting Customer personal data, use subprocessors under written terms, and on termination delete or return Customer personal data except where retention is required by law.

6.4 The Customer consents to SEOSpace engaging subprocessors and transferring personal data internationally using a lawful transfer mechanism, and to SEOSpace collecting, using and retaining aggregated and de-identified data derived from use of the Services for any lawful purpose, including improving and developing its products; such data does not identify the Customer or any individual.

7. No Guarantee of Results; Customer Responsibility

SEO RESULTS DEPEND ON FACTORS OUTSIDE SEOSPACE’S CONTROL, INCLUDING THE ALGORITHMS, POLICIES AND ACTIONS OF SEARCH ENGINES AND THIRD-PARTY PLATFORMS. SEOSPACE DOES NOT GUARANTEE, REPRESENT OR WARRANT ANY PARTICULAR SEARCH RANKING, TRAFFIC, IMPRESSIONS, LEADS, CONVERSIONS, REVENUE OR OTHER OUTCOME, AND MAKES NO PROMISE THAT ANY RESULT WILL BE ACHIEVED, MAINTAINED OR IMPROVED.

7.1 All audits, scores, suggestions, recommendations and other outputs are provided for information only, are not professional, legal or financial advice, and are suggestions the Customer is free to accept or reject. Any decision to implement, or not implement, any recommendation is made by the Customer at its sole discretion and risk.

7.2 The Customer assumes sole responsibility for the results obtained from the Services and conclusions drawn from them, for any changes to the Customer’s Site, and for the use its own clients make of any results (the Customer being solely responsible to those clients). Search engines may penalize, de-index or otherwise affect any website for reasons unrelated to SEOSpace, and SEOSpace has no liability for any such effect.

7.3 SEOSpace’s obligations do not apply to non-conformities caused by use contrary to the Documentation or SEOSpace’s instructions, or by modification of the Services by anyone other than SEOSpace. Where the Services do not substantially conform, SEOSpace’s sole obligation and the Customer’s sole and exclusive remedy is for SEOSpace to use commercially reasonable efforts to correct the non-conformity.

8. Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES, SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY LAW, SEOSPACE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY AND NON-INFRINGEMENT.

8.1 Without limitation, SEOSpace does not warrant that use of the Services will be uninterrupted or error-free, that the Software will be free of vulnerabilities or viruses, or that the Services or any information obtained through them will meet the Customer’s requirements or those of any third party. SEOSpace is not responsible for delays, delivery failures or loss arising from data transfer over communications networks, including the internet.

8.2 Nothing prevents SEOSpace from contracting with third parties or independently developing, using, selling or licensing products or services similar to those provided under these Terms.

9. Charges, Payment, Auto-Renewal and Chargebacks

9.1 Unless using a Free Trial, the Customer shall pay the Subscription Fees in advance – monthly for monthly Subscriptions and annually for annual Subscriptions – plus any pro-rata amount on an upgrade. Fees are stated in U.S. dollars unless otherwise specified, are exclusive of taxes (which the Customer shall pay, other than taxes on SEOSpace’s net income), and shall be paid without set-off, deduction or withholding.

ALL SUBSCRIPTION FEES AND OTHER AMOUNTS ARE NON-CANCELLABLE AND NON-REFUNDABLE, IN WHOLE OR IN PART, INCLUDING FOR PERIODS OF NON-USE, PARTIAL USE, DOWNGRADE OR TERMINATION, EXCEPT WHERE A REFUND IS REQUIRED BY LAW AND CANNOT LAWFULLY BE EXCLUDED.

AUTOMATIC RENEWAL (please read – this is a recurring charge): YOUR SUBSCRIPTION RENEWS AUTOMATICALLY AT THE END OF EACH TERM (MONTHLY OR ANNUAL) FOR A FURTHER PERIOD OF THE SAME LENGTH, AND YOUR PAYMENT METHOD WILL BE CHARGED THE THEN-CURRENT FEES, UNTIL YOU CANCEL. YOU MAY CANCEL RENEWAL AT ANY TIME BEFORE THE END OF THE CURRENT TERM IN YOUR ACCOUNT SETTINGS OR BY EMAILING info@seospace.co. CANCELLATION TAKES EFFECT AT THE END OF THE CURRENT TERM; NO REFUND IS DUE FOR THE CURRENT TERM.

9.2 The Customer authorizes SEOSpace and its payment processors to store its payment method and charge it for all Fees as they fall due, including on each renewal and for any pro-rata upgrade. The Customer shall keep payment details current and is responsible for all Fees incurred through its account.

9.3 SEOSpace may increase the Subscription Fees effective from the start of any Renewal Period on one month’s prior notice. Continued use after the increase takes effect constitutes acceptance of the revised Fees.

9.4 If any sum is not paid when due, then without limiting SEOSpace’s other remedies: (a) the Customer shall pay a late charge equal to 1.5% per month, or the maximum rate permitted by applicable law if lower, accruing daily from the due date until payment, together with SEOSpace’s reasonable costs of collection (including attorneys’ fees); and (b) SEOSpace may suspend access to all or part of the Services without liability.

9.5  Chargebacks and payment disputes.

9.5 Because Fees are non-refundable and agreed in advance, the Customer agrees not to initiate, and to withdraw, any chargeback, payment reversal or card-network dispute in respect of any Fee properly due under these Terms. The Customer shall first raise any billing query with SEOSpace at info@seospace.co and allow at least 14 days to resolve it. Initiating a chargeback for a Fee properly due is a material breach, and the Customer shall reimburse SEOSpace for the disputed amount, all processor/network fees and fines, and SEOSpace’s reasonable administrative and legal costs of responding. SEOSpace may suspend or terminate the Subscription and pursue the full outstanding balance (including the remainder of any annual term) immediately upon a chargeback.

10. Limitation of Liability

THIS CLAUSE 10 STATES SEOSPACE’S ENTIRE LIABILITY. THE CUSTOMER ACKNOWLEDGES THAT THESE LIMITS ARE REASONABLE, REFLECT THE PRICE OF THE SERVICES AND AN AGREED ALLOCATION OF RISK, AND THAT IT MAY OBTAIN INSURANCE. THESE LIMITS APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10.1 Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud, or for death or personal injury caused by a party’s gross negligence or willful misconduct. The remaining provisions of this clause apply subject only to this clause 10.1.

10.2 To the fullest extent permitted by law, SEOSpace shall have no liability, whether in contract, tort (including negligence), strict liability or otherwise, for any:

(a) loss of profits, revenue, business, sales, anticipated savings, contracts or opportunity;

(b) loss of or damage to goodwill, reputation, search rankings or website traffic;

(c) loss or corruption of data or information;

(d) wasted expenditure or management time; or

(e) any indirect, incidental, special, consequential, exemplary or punitive damages, in each case whether or not foreseeable and even if advised of the possibility, and including losses arising from any third-party claim against the Customer (including claims by the Customer’s own clients, customers, subcontractors or regulators).

10.3 Subject to clause 10.1, SEOSpace’s total aggregate liability arising out of or relating to these Terms in any contract year shall not exceed the total Subscription Fees actually paid by the Customer to SEOSpace in that contract year; where no Subscription Fees were paid in the relevant contract year, that cap is one hundred U.S. dollars (US$100). For connected claims spanning more than one contract year, the cap is the single highest annual cap for those years. A “contract year” is each 12-month period from the Effective Date or its anniversary.

10.4 For loss of or damage to Customer Data caused by SEOSpace or its subprocessors, the Customer’s sole and exclusive remedy is for SEOSpace to use commercially reasonable efforts to restore the data from the latest available backup. SEOSpace is not responsible for Customer Data lost, altered or disclosed by the Customer, its Authorized Users or third parties (other than SEOSpace’s subprocessors).

10.5 SEOSpace shall have no liability for any claim unless the Customer notifies SEOSpace in writing, identifying the event and grounds in reasonable detail, within twelve (12) months after the Customer became, or ought reasonably to have become, aware of the event giving rise to the claim. Any claim not so notified is permanently waived and barred.

11. Customer’s Obligations, Licenses and Indemnity

11.1 The Customer shall: provide all cooperation and access reasonably required; comply with all applicable laws in connection with its use of the Services; ensure its Authorized Users comply with these Terms and be responsible for their acts and omissions; obtain and maintain all licenses, consents and permissions necessary for SEOSpace to perform the Services; not act abusively toward SEOSpace’s personnel; and be solely responsible for its networks, systems, equipment and the security of its account credentials.

11.2 The Customer owns the Customer Data and is solely responsible for its legality, accuracy and quality and for its right to provide it. The Customer grants SEOSpace a non-exclusive license to use the Customer Data as necessary to provide and improve the Services and exercise SEOSpace’s rights under these Terms.

11.3 The Customer shall defend, indemnify and hold harmless SEOSpace and its officers, directors, employees, agents and subprocessors against all claims, actions, losses, damages, liabilities, fines, penalties, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) the Customer’s or any Authorized User’s use of the Services, Software or Documentation; (b) the Customer Data or the Customer’s Site; (c) any breach of these Terms by the Customer; (d) any claim by the Customer’s own clients or customers; or (e) the Customer’s breach of any third-party terms (including Squarespace, Google or Mozilla) or of Data Protection Laws, except to the extent the claim arises from SEOSpace’s fraud or willful misconduct. SEOSpace may control the defense and settlement of any such claim at the Customer’s cost.

12. Third-Party Providers

12.1 The Services may enable the Customer to access, correspond with or purchase from third parties (including search engines, Squarespace, browser providers and other platforms), which the Customer does at its own risk. SEOSpace makes no representation or warranty and has no liability for any third-party website, content, product, service or transaction, or any change a third party makes to its platform, terms or algorithms. Any contract with a third party is solely between the Customer and that third party.

13. Term and Termination

13.1 These Terms commence on the Effective Date and continue for any Free Trial Period and the Initial Subscription Term, after which the Subscription renews automatically for successive Renewal Periods of the same length under clause 9, unless and until terminated as permitted by these Terms.

13.2 Without affecting any other right or remedy, SEOSpace may terminate or suspend these Terms (in whole or part) immediately on written notice if the Customer: (a) fails to pay any amount when due and remains in default for 7 days after notice; (b) commits a material breach that (if curable) is not cured within 7 days after notice; (c) breaches clause 3, clause 9.5 or any usage restriction; (d) initiates a chargeback contrary to clause 9.5; or (e) becomes insolvent, makes an assignment for the benefit of creditors, or ceases or threatens to cease business. The Customer may terminate only for SEOSpace’s uncured material breach on the same notice basis, or by cancelling renewal under clause 9.

13.3 On termination or expiry for any reason: all licenses terminate immediately and the Customer shall cease all use of the Services, Software and Documentation; the Customer shall immediately pay all outstanding and accrued Fees and, where SEOSpace terminates under clause 13.2 or the Customer terminates early without cause, all Fees for the remainder of the then-current Subscription Term become immediately due; each party shall return or destroy the other’s confidential materials; and SEOSpace may delete the Customer’s account and data. Accrued rights and liabilities are unaffected.

14. Suspension

14.1 SEOSpace may suspend the Customer’s access, without liability and without prejudice to its other rights, where: (a) any Fee is overdue; (b) SEOSpace reasonably suspects a breach of clause 3, a security risk, unlawful use, or a chargeback; or (c) suspension is required to comply with law or a third-party platform. SEOSpace will use reasonable efforts to give notice where practicable. Suspension does not relieve the Customer of its obligation to pay Fees.

15. Proprietary Rights and Feedback

15.1 SEOSpace and its licensors own all Intellectual Property Rights in the Services, Software and Documentation. Except as expressly granted, the Customer receives no rights in them and shall use reasonable efforts to prevent, and promptly report, any infringement.

15.2 If the Customer provides any feedback, suggestions or ideas about the Services, the Customer assigns to SEOSpace (or grants a perpetual, irrevocable, worldwide, royalty-free license to use) all rights in that feedback, and SEOSpace may use it for any purpose without restriction or compensation.

16. Confidentiality

16.1 Each party shall keep the other’s confidential information confidential during the term and for two years afterwards (or, for trade secrets, for so long as they remain trade secrets), use it only to perform under these Terms, and disclose it only to personnel and advisers who need to know it (and are bound by equivalent obligations) and as required by law or a regulator. The Software, Documentation and pricing are SEOSpace’s confidential information.

17. Force Majeure

17.1 Neither party is liable for any delay or failure to perform (other than a payment obligation) caused by events beyond its reasonable control. The time for performance is extended accordingly. If the event continues for three months, the unaffected party may terminate on 30 days’ written notice.

18. Variation

18.1 SEOSpace may modify these Terms on at least 30 days’ notice (which may be given by email or in-app notice). If the Customer does not accept the modification, it may terminate on 7 Business Days’ notice within that period; continued use after the modification takes effect constitutes acceptance. No other modification is effective unless agreed in writing by SEOSpace.

19. Conflict

19.1 If there is any inconsistency between the body of these Terms and Schedule 1, the body prevails except as to the specific data-processing particulars, where Schedule 1 prevails. The Documentation is subordinate to these Terms.

20. Waiver

20.1 No failure or delay in exercising any right or remedy, and no single or partial exercise, operates as a waiver or prevents further exercise of that or any other right or remedy. A waiver is effective only if in writing and signed by the waiving party.

21. Rights and Remedies

21.1 Except as expressly provided, the rights and remedies under these Terms are cumulative and in addition to any rights or remedies provided by law.

22. Severability and Reading Down

22.1 If any provision (or part) is held invalid, illegal or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable; if modification is not possible, that provision (or part) shall be severed. In particular, if any limitation or exclusion of liability is held unenforceable as drafted, it shall apply to the maximum extent permitted by law, and the invalidity of any provision shall not affect the remainder of these Terms. (Note: this reading-down rule does not apply to the class-action waiver in clause 28, which is governed by clause 28.6.)

23. Entire Agreement and Non-Reliance

23.1 These Terms and the Documentation are the entire agreement between the parties and supersede all prior agreements, statements and understandings. Each party acknowledges that it has not relied on, and shall have no remedy for, any statement, representation or warranty not set out in these Terms, and shall have no claim for negligent misrepresentation based on any such statement. Nothing in this clause limits liability for fraud.

24. Assignment

24.1 The Customer shall not assign, transfer, delegate or otherwise deal with any of its rights or obligations (including by operation of law or change of control) without SEOSpace’s prior written consent. SEOSpace may freely assign, transfer or delegate any of its rights or obligations. These Terms bind and benefit the parties’ permitted successors and assigns.

25. No Partnership or Agency

25.1 Nothing in these Terms creates a partnership, joint venture or agency between the parties, and neither party may bind the other. The parties are independent contractors.

26. No Third-Party Beneficiaries

26.1 These Terms do not confer any rights on any person other than the parties, except that SEOSpace’s officers, directors, employees, agents and subprocessors may enforce the indemnity and liability provisions. The parties may amend or rescind these Terms without the consent of any third party.

27. Notices

27.1 Notices must be in writing in English. Notices to SEOSpace shall be sent to info@seospace.co and to its principal place of business; notices to the Customer may be sent to the email on its account or by in-app notice. Email notice is deemed received one Business Day after transmission (absent a delivery-failure message). This clause does not apply to service of legal process.

28. Governing Law; Binding Arbitration; Class & Jury Waivers

28.1 Governing law. These Terms and any dispute or claim arising out of or relating to them or their subject matter or formation (including non-contractual claims) are governed by the laws of the State of Florida, USA, without regard to its conflict-of-laws rules. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

28.2 Informal resolution first. Before starting an arbitration or proceeding (other than for the matters in clause 28.5), the complaining party shall send written notice of the dispute to info@seospace.co and the parties shall attempt in good faith to resolve it for 30 days. This does not extend the time bar in clause 10.5.

28.3  BINDING ARBITRATION. EXCEPT AS STATED IN CLAUSE 28.5, ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING ARBITRATION, NOT IN COURT. The arbitration shall be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, before one arbitrator, seated in Palm Beach County, Florida, conducted in English. The Federal Arbitration Act governs this clause. Judgment on the award may be entered in any court of competent jurisdiction.

28.4  JURY-TRIAL WAIVER. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS THAT IS NOT SUBJECT TO ARBITRATION.

28.5 Carve-outs and venue. Either party may bring an individual claim in small-claims court, and either party may seek injunctive or other equitable relief in court to protect its intellectual property or confidential information or to recover undisputed Fees. For any such court proceeding, and any matter held non-arbitrable, the state and federal courts located in Palm Beach County, Florida shall have exclusive jurisdiction, and the Customer irrevocably submits to that jurisdiction and waives any objection based on venue or inconvenient forum.

28.6  CLASS-ACTION & REPRESENTATIVE-ACTION WAIVER. ALL CLAIMS MUST BE BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING. IF THIS CLASS-ACTION WAIVER IS HELD UNENFORCEABLE AS TO ANY CLAIM, THAT CLAIM SHALL BE SEVERED AND HEARD IN COURT, BUT THE REMAINDER OF CLAUSE 28 SHALL CONTINUE TO APPLY.

28.7 Attorneys’ fees. To the fullest extent permitted by law, in any arbitration or proceeding arising out of or relating to these Terms, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs. A Customer chargeback or claim brought in breach of clause 9.5 or clause 28.6 is deemed not to prevail.

29. Survival

29.1 Any provision that by its nature should survive termination or expiry shall do so, including clauses 1, 7, 8, 9 (as to accrued sums), 10, 11, 15, 16, 22, 23, 26, 28 and 29.

Schedule 1 – Data Protection

Part 1 – Roles of the parties

SEOSpace acts as a controller/business when processing personal data in correspondence with the Customer and its staff, in documents relating to the administration of these Terms, and for SEOSpace’s own marketing. SEOSpace acts as a processor/service provider when processing personal data of data subjects whose personal data is collected through the Services on the Customer’s behalf.

Part 2 – Particulars of Processing

Subject-matter and nature: provision of the Services and performance of SEOSpace’s duties under these Terms (hosting, storing, analyzing and generating SEO audit outputs).

Duration: for the Subscription Term and for such time afterwards as required for the parties to exercise their rights and obligations under clause 6.

Purpose: to enable SEOSpace to perform its duties under these Terms.

Categories of personal data: identity data, contact details and such other categories as are relevant to use of the Services.

Data subject types: the Customer and its staff, the Customer’s clients/customers and their staff, and such other data subjects whose personal data is processed in connection with the Services.