SearchMan Terms of Service
Last updated: August 1, 2013
Welcome and thank you for your interest in AppGrooves, Corp. The following Terms of Service, and any additional terms incorporated by reference herein (collectively, the “Terms”), govern your access and use of our SearchMan service (the “Service”) available at our websites located at http://SearchMan.com/ and https://SearchMan.com/ (collectively, the “Site”). The terms “we,” “our” and “AppGrooves” refer to AppGrooves, Corp. The terms “you” and “your” refer to the user visiting the Site and/or using the Service.
PLEASE READ THE FOLLOWING TERMS OF SERVICE CAREFULLY, AS THEY CONSTITUTE A BINDING LEGAL AGREEMENT BETWEEN YOU AND APPGROOVES.
BY CLICKING “I AGREE”, CREATING AN ACCOUNT, SUBSCRIBING TO THE SERVICE, OR OTHERWISE ACCESSING OR USING THE SERVICE, WHETHER AS A PAID SUBSCRIBER OR AS A FREE USER, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS, AND ALL POLICIES AND GUIDELINES OF THE SITE ARE INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT REGISTER FOR OR USE THE SERVICE. THE SERVICE IS AVAILABLE ONLY TO PERSONS WHO CAN FORM LEGALLY BINDING CONTRACTS UNDER APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING, THE SERVICE IS NOT AVAILABLE TO INDIVIDUALS UNDER THE AGE OF 18.
IF YOU ARE USING THE SERVICE IN YOUR CAPACITY AS AN EMPLOYEE, YOU MUST HAVE THE AUTHORITY TO BIND YOUR EMPLOYER TO THESE TERMS BY YOUR USE OF THE SERVICE, AND BY CREATING AN ACCOUNT, SUBSCRIBING TO THE SERVICE, OR OTHERWISE ACCESSING OR USING THE SERVICE YOU REPRESENT THAT YOU HAVE SUCH AUTHORITY. IF YOU DO NOT QUALIFY FOR THE SERVICE, PLEASE DO NOT ATTEMPT TO REGISTER FOR OR USE THE SERVICE.
We reserve the right, at our sole discretion and at any time, to change or modify the Terms without prior notice, and your continued access or use of this Site or the Service signifies your acceptance of the updated or modified Terms. These Terms may not be modified, amended, and/or changed by you in any manner.
1. The SearchMan Service. The SearchMan service is an application that helps app developers improve their search engine optimization (“SEO”) in the Apple App Store, Google Apps Marketplace, and other app stores (the “App Store”). As a user, whether as a paid subscriber or a free user, you register your app, the keywords you entered into iTunes connect as part of your app metadata, and your competitor apps. SearchMan then analyzes all the metadata of your app and your registered competitor apps to help you determine if you should keep your current keywords and to produce a list of the keywords missing from your app for which the competitor apps rank. Based on these results, you will be able to update your app’s content and attempt to capture a better position in the App Store’s search results. SearchMan also generates daily reports of your app’s and your competitor apps’ rankings in search results for each keyword so that you can monitor your SEO improvements, if any.
2. Limited License; Ownership; Feedback. AppGrooves grants to you a limited, revocable, non-transferable, non-exclusive and non-sublicensable license during the term of these Terms to use the Services and the Site solely to transmit and receive information as expressly set forth in these Terms. AppGrooves retains all rights, title, and interest in and to all of its intellectual property and other proprietary materials made available through the Service or the Site. Neither these Terms nor your use of the Service grant you any rights or license to use any AppGrooves proprietary material except as expressly stated in these Terms. You agree that AppGrooves shall acquire, and you hereby grant and otherwise transfer, any and all right, title, and interest in and to any actual or suggested modifications, design changes, improvements, and other information regarding the features and performance of the Service (“Feedback”) you offer to AppGrooves, without the payment of additional consideration.
3. Metadata Use. By using the Service, you agree that AppGrooves has the right to access and use all the metadata of your app to determine how best to optimize your content to increase visibility in the App Store as compared to the competitor apps you register. You hereby agree that AppGrooves has the right to use any information, statistics, and other data from use of the Service with your app for any lawful purpose, including but not limited to enhancing and developing SearchMan’s analytical and optimization process.
4. Changes. AppGrooves reserves the right, at its sole discretion, to make changes to or modify the Service and these Terms without notice. Your continued use or access of the Service or Site signifies your acceptance of the updated or modified Service and Terms. AppGrooves may offer new products or services through the Site, which will also be subject to these Terms. You should visit the Site and review these Terms periodically to ensure you stay informed about the latest updates.
a) User Type. Initially, you may elect to participate in a free trial of the Service. During this trial period, you will have access to the partial range of features and functions available with the Service. Upon expiration of the trial, you will have the choice to continue as a free user with access to limited functionality of the Service or to register as a paid subscriber for the full Service. For more details about the free trial of the Service, please visit the Site.
b) Fees. To access the full functionality of the Service after the trial period, you need to subscribe to the Service by paying a monthly or annual subscription fee, which is set forth on the Site. If you add additional apps to the subscription after the initial registration, we will sync up your payments for each app pro rata to compute all your fees and charge you accordingly. Service fees are subject to change with notice. Please visit the Site for more information about the current Service fees.
c) Transaction Processing. When you subscribe for the full Service, you will be prompted to provide financial information, including credit card and other billing information, which will be passed directly to a secure third party credit card payment processing service to process and charge your monthly subscription fee. The credit card payment processor will not share your financial information with us and we will not store any such information on our servers. By subscribing to the full Service, you authorize the credit card payment processor to charge you a subscription fee at the then-current rate and any other charges you may incur with the Service. You will be charged in advance for the coming month when you subscribe for the Service, and the same billing account will be automatically billed each month on the calendar day corresponding to the start of your paid subscription until the subscription is cancelled. However, if you upgrade part of the way through a billing cycle, you will be charged immediately upon confirmation for the difference between the old plan and the new plan for the remainder of that billing cycle (i.e. on a pro-rata basis). Also, when you switch from a monthly plan to an annual plan (or vice versa), your payment cycle will be reset to the date upon which you confirmed that plan change on the Site.
6. Cancellation Policy. These Terms will remain effective until your use of or access to the Service is terminated as set forth herein. In the event of termination of these Terms, Sections 2, 3, 8, 9, 10, 11 and 12 shall survive.
a) Free Usage. AppGrooves may terminate or suspend your use of and access to the Service at its sole discretion, with or without cause, without notice or liability to you. You may terminate your use of the Service at any time and for any reason or no reason by notifying AppGrooves.
b) Paid Subscription. You may terminate your use of the Service at any time and for any reason or no reason by notifying AppGrooves. Payments are non-refundable, including for partially used periods. AppGrooves may terminate or suspend paid subscriptions with or without cause, without notice or liability to you.
c) No Obligation to Continue the Service. You understand and agree that AppGrooves may modify or terminate the Service at any time, with or without notice, in its sole discretion and shall have no liability to you as a result of any such modification or termination.
8. No Warranty. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, APPGROOVES MAKES NO WARRANTY, EXPRESS, IMPLIED STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, RESULTS OR TITLE, AND ANY WARRANTIES IMPLIED BY A COURSE OF DEALING OR PERFORMANCE. APPGROOVES DOES NOT WARRANT THE DATA, CONTENT, FEATURES, RECOMMENDATIONS, OR OTHER INFORMATION PROVIDED THROUGH THE SERVICE TO BE UNINTERRUPTED, ACCURATE, OR FREE OF ERRORS. APPGROOVES DOES NOT MODERATE, EDIT, CONFIRM, VET, OR VERIFY CONTENT ON THE COMPETITOR APPS YOU REGISTER. APPGROOVES DOES NOT HAVE ANY CONTROL OVER THIS CONTENT AND BEARS NO RESPONSIBILITY FOR IT.
9. Limitation of Liability. AppGrooves shall not be liable for any failure to provide SEO improvement for your app(s) or any other failure, technical or otherwise, of such SEO to occur as expected. IN NO EVENT SHALL APPGROOVES BE LIABLE UNDER THESE TERMS FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR OTHER DAMAGES, OR LOST PROFITS, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, EVEN IF APPGROOVES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. APPGROOVES’S AGGREGATE LIABILITY UNDER THESE TERMS FOR ANY CLAIM IS LIMITED TO THE AMOUNT PAID BY YOU FOR THE SERVICE IN THE 12 MONTHS PRECEDING THE CLAIM. Without limiting the foregoing, AppGrooves shall have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown or any other condition affecting production or delivery in any manner beyond the control of AppGrooves. You acknowledge that AppGrooves has entered into these Terms in reliance upon the limitations of liability set forth herein and that the same is an essential basis of the bargain between the parties.
10. User’s Representations and Additional Obligations; Indemnification. You represent and warrant that (a) you hold all necessary rights to permit the use of the app and the app metadata by the Service for the purpose of these Terms; (b) that the use of the app, the app metadata or other content made available by you (collectively, “User Materials”) will not (i) violate any criminal laws or any rights of any third parties or (ii) contain any material that is unlawful or otherwise objectionable, including without limitation any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law; and (c) all the information, including your credit card and other billing information, you provide to AppGrooves or our third party service providers is complete and accurate, and that you will promptly update all such information as it changes to keep it complete and accurate. The Service is not intended or available to any users suspended or removed from the Service. By using the Service, you represent that you have not been previously suspended or removed from the Service. You also represent and warrant that you are and will be responsible for obtaining and maintaining all telephone, computer hardware mobile devices and other equipment needed for access to and use of the Service, and all charges related thereto. You will protect your accounts, usernames or passwords and take full responsibility for your own and any third party use of any accounts, usernames or passwords.
You agree to indemnify, defend and hold AppGrooves harmless from and against any and all liability, loss, damages, claims or causes of action, including reasonable legal fees and expenses, arising out of or related to (i) breach of any of the foregoing representations and warranties, or (ii) any third party claim arising from use of or access to any User Materials through the use of the Service under these Terms.
11. Confidentiality; Publicity. Each party agrees not to disclose the other party's Confidential Information without the other partyʼs prior written consent. "Confidential Information" of AppGrooves includes but is not limited to: (a) all software, technology, guidelines, documentation and other materials relating to the Services; (b) the existence and content of this Agreement and any information provided pursuant to the Agreement; and (c) any statistics relating to the performance of the Services. Confidential Information also includes any information designated in writing by either party as "Confidential" or an equivalent designation; and any information disclosed under circumstances that a reasonable person should know such information is confidential. Confidential Information does not include information that has become publicly known through no breach by the receiving party, or information that has been (i) independently developed without access to the disclosing party's Confidential Information as evidenced in writing; or (ii) rightfully received by the receiving party from a third party. In addition, either party is free to disclose information to the extent such information is required to be disclosed by law or by a governmental authority.
AppGrooves may use any content related to the Services in any form of publicity. Neither party will use the other party's name and logo in any press release or other form of publicity without the prior written consent of the other party, except that either party may use the other party's name and logo on such party's website and in publicity that announces the parties are working together.
12. Miscellaneous. These Terms: (i) will be governed by and construed in accordance with the laws of the California, without giving effect to principles of conflicts of law; and (ii) will not be governed by the United Nations Convention of Contracts for the International Sale of Goods. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms will be the state and federal courts located in Santa Clara County, California, and each of the parties waives any objection to jurisdiction and venue in such courts. The relationship of the parties under these Terms is that of independent contractors, and these Terms will not be construed to imply that either party is the agent of the other. Any notices to AppGrooves under these Terms must be sent to:
444 Castro St, Suite 1200
Mountain View, CA 94041
AppGrooves operates and controls the Service from its offices in the United States and makes no representation that the Service is appropriate or available in other locations. The information and materials provided on the Service are not intended for distribution to or use by any person or entity in any jurisdiction where such distribution or use would be contrary to law or regulation or which would subject AppGrooves to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Service from other locations are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
Portions of the Service may be subject to United States export controls. You agree to comply with such export controls, as well as similar such controls in any applicable jurisdiction. The waiver of any breach or default of these Terms will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. If any provision contained in these Terms is determined to be invalid, illegal or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the original intention of the parties, and the remaining provisions of these Terms will remain unaffected. Headings used herein are for reference purposes only, not for interpretation hereof.
SearchMan Ads Addendum to
SearchMan Terms of Service (the “Terms”)
Last updated: August 1, 2013
This SearchMan Ads Addendum to the SearchMan Terms of Service (this “Addendum”) incorporates the Terms between AppGrooves and you. In the event of any conflict between a provision of this Addendum and a provision of the Terms, the provision of this Addendum shall control with respect to the SearchMan Ads Service. Capitalized terms used but not defined in this Addendum have the meaning attributed to them in the Terms. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
1. The SearchMan Ads Service. The SearchMan Ads Service (“SearchMan Ads” or the “Ads Service”) provides a self-serve dashboard to you as an advertiser that is intended to simplify the process of using your app’s (the “App”) keywords for mobile ad targeting. More details about SearchMan Ads can be found on the Site, however, in the event of any conflict between a provision of this Addendum and a provision on the Site, the provision of this Addendum shall control with respect to the Ads Service.
2. Requirements. You must implement the Ads Service in compliance with all requirements provided on the Site or provided to you in writing by AppGrooves. All content, ad information, URLs, text, graphic, audiovisual, and any other information or content you enter into the Ads Service (collectively, the “Ads”), whether generated by or for you, shall be considered User Materials and shall be solely your responsibility.
3. Fees and Payment Terms. You shall pay all applicable fees for the Ads Service as described in this section and on the Site (the “Fees”).
(a) Cost per Click (“CPC”): AppGrooves will charge you a Fee for each time a user clicks through to the landing page of any App Store in which your App can be found. Such Fee shall be the maximum bid price you specified at the time of your order.
(b) Cost per Install (“CPI”): AppGrooves will charge you a Fee for each time a user installs your App from any App Store in which your App can be found. Such Fee shall be at the maximum bid price you specified at the time of your order. Installs are tracked whenever a user opens the application they have downloaded.
(c) Payment calculations: Fees for CPC and CPI ads shall be calculated solely based on records maintained by AppGrooves.
(d) Payment terms: You may view Fees owed by you on your Ad Service campaign dashboard. You must pre-pay to AppGrooves amounts sufficient to cover Fees that will be owed based on your CPC or CPI campaign bid. In the event that the campaign does not result in installs or clicks that amount to the Fees paid, the remainder will be credited to your account balance. AppGrooves will not provide refunds of any pre-paid amounts. By way of example only, in the event that you pre-pay AppGrooves $1000 for 500 installs at a bid of $2.00 CPI and AppGrooves only places 400 installs at that price (for a total Fee of $800), the remaining $200 will be credited to your account balance.
(e) Payment methods: AppGrooves currently accepts the following payment methods, in U.S. dollars only: Visa, MasterCard, Discover and American Express (either credit or co-branded debit card).
4. Third Party Access. You may permit a third party to access your account only to use the Ads Service on your behalf and only provided that it has agreed to the Terms and this Addendum. You are liable for any such third party usage. Any data collected or accessed through the Online Services must be directly accessible by AppGrooves. Your use of an intermediary who has sole direct access to user data arising from the Ads Service is prohibited.
5. Ads Service Policies. All requests for the Ads Service must be in compliance with this Addendum and all rules and policies applicable to the Ads Service that are set forth on the Site, including but not limited to the SearchMan Advertising Guidelines athttp://appseo.uservoice.com/knowledgebase/articles/204743-searchman-advertising-guidelines , or otherwise communicated to you in writing by AppGrooves. AppGrooves will have no obligation to process a request for the Ads Service that is not in compliance with the requirements of this Addendum.
6. Review Process; No Obligation to Monitor; Inappropriate Ads. AppGrooves may, but has no obligation to, review and monitor the Ads and/or any User Materials. However, if you notify AppGrooves or AppGrooves otherwise determines in its sole discretion that the any Ads or other User Materials (or any portion thereof): (i) is pornographic, obscene or otherwise violates this Addendum or the SearchMan Advertising Guidelines; (ii) violate any law or the intellectual property rights or any other rights of any third party; or (iii) may create liability for AppGrooves, AppGrooves may reject, remove, withdraw from, not display or cease displaying that material with no liability. In such event, AppGrooves will inform you that your Ad has been rejected so that you may submit another Ad or revise and resubmit your Ad.
8. Disclaimer. AppGrooves does not represent or endorse, and disclaims all liability or responsibility for any ads, links, content, advice, opinion, offer, proposal, statement, data or other information from any third party products/services ("Disclaimed Content") that is displayed or distributed through the Ad Service. AppGrooves may in its sole discretion, but is not required to, modify, refuse to post or remove any Disclaimed Content, in whole or in part, that AppGrooves determines is objectionable, illegal, erroneous or otherwise in violation of this Addendum.
9. Ad Service Term. This Addendum will be effective upon the activation of your Ad Service account. You may terminate this Addendum at any time upon five (5) days’ prior written notice to AppGrooves. AppGrooves may terminate this Addendum, or suspend or terminate the participation of your App in all or part of the Ad Service (a) immediately in the event of your breach of the Terms or this Addendum or (b) for any reason or no reason upon five (5) days’ prior notice to you. Your Ad Service account will be deactivated immediately upon any termination of this Addendum.
SearchMan API Addendum to
SearchMan Terms of Service (the “Terms”)
Last updated: October 17, 2014
This SearchMan API Addendum to the SearchMan Terms of Service (this “Addendum”) incorporates the Terms between AppGrooves and you. In the event of any conflict between a provision of this Addendum and a provision of the Terms, the provision of this Addendum shall control with respect to the SearchMan API Service. Capitalized terms used but not defined in this Addendum have the meaning attributed to them in the Terms. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
This API Agreement (“Agreement”) governs the terms under which you (“User”) may access and use one or more of SearchMan’s APIs that are made available on this website (the “API”). BY CLICKING ON THE BUTTON MARKED “Accept,” YOU AGREE TO USE THE API SOLELY IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND YOU AGREE THAT YOU ARE BOUND BY AND ARE A PARTY TO THIS AGREEMENT.
In consideration for the use of the API, User shall pay to AppGrooves the license fees presented in the website, on a monthly or Yearly subscription basis, a fee which may be changed by AppGrooves from time to time, prospectively and not retroactively. The User can cancel at anytime the subscription. When cancelling a monthly or annual subscription, AppGrooves shall not reimburse the relative part of such period during which the services were not used. Payments are non-refundable, including for partially used periods. AppGrooves may terminate or suspend paid subscriptions with or without cause, without notice or liability to you.
Intellectual Property Rights
The API, the results of any inquiries submitted through the API (“Results”) and all intellectual property rights in and to the above are and shall at all times remain the sole and exclusive property of AppGrooves and are protected by applicable intellectual property laws and treaties; provided, however, that User may use any Results, subject to the terms herein, following termination of the services.
Disclaimer of Warranties.
THE API AND ANY RESULTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, APPGROOVES DISCLAIMS ALL WARRANTIES, WHETHER EXPRESSED, IMPLIED OR STATUTORY, REGARDING THE API AND THE RESULTS, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON INFRINGEMENT. FURTHER, APPGROOVES DISCLAIMS ANY WARRANTY THAT USER’S USE OF THE API WILL BE UNINTERRUPTED OR ERROR FREE.
AppGrooves’s support obligations shall be limited to ensuring that the API is generally accessible by User in the manner intended by AppGrooves. Any support provided by AppGrooves shall be subject to the terms of this Agreement.
This Agreement shall continue until terminated as set forth in this Section. Either party may terminate this Agreement at any time, for any reason, or for no reason including, but not limited to, if User violates any provision of this Agreement.