Terms of Service
Please review before creating an account
1. Description of Service. Gainspot is a software service that provides Internet marketing tools for search engine optimization (SEO) and search engine marketing (SEM), including research and analysis, automated tracking of search engine performance, AI tools, analytics and conversion tracking, SEO/SEM reports, revenue opportunities, and are all services owned and operated by Augurian, LLC (hereinafter “Gainspot”) (collectively, the “Service”).
BY USING THE SERVICE OR CREATING AN ACCOUNT, YOU ARE AGREEING TO THE TERMS OF SERVICE; IF YOU DO NOT AGREE, EITHER DO NOT SET UP AN ACCOUNT OR STOP USING THE SERVICES IMMEDIATELY. Gainspot reserves the right to modify these terms and conditions without notice to you, and your continued use of the Service after such modifications will make such modifications binding on you.
You understand and agree that the Service is provided on an AS IS and AS AVAILABLE basis. Gainspot disclaims all responsibility and liability for the availability, timeliness, security, or reliability of the Service. Gainspot also reserves the right to modify, suspend, or discontinue the Service with or without notice at any time and without any liability to you, including, but not limited to, suspending or discontinuing such Service as a result of overuse of the Service or, as determined by Gainspot in its sole discretion, use of the Service for reasons not intended or anticipated by Gainspot.
2.1 Plan Fees. Gainspot may provide a free account and fee-based accounts. Fees are based on your Service package and your subscription period, for which typical offerings are either monthly or annual terms (collectively, your “Plan”). Each Service package has a base fee, which may incur extra charges for overages. Overage charges may apply to some services. You agree to pay for services rendered.
2.2 Payment. You are charged based on the billing cycle offered under your Plan. Typically, the billing cycle will be a month-to-month regardless of your subscription period; however, at any time, Gainspot may offer other billing cycle options such as upfront payment. Regardless of your billing cycle, you are responsible for subscription fees for the entire subscription period you chose or was sold to you. We reserve the right to deactivate your access to the Services for failure to pay fees during any billing cycle. Gainspot further reserves the right to change the pricing for the Services at any time or impose additional fees for new components in the Services, as Gainspot determines within its absolute and sole discretion. Any pricing changes to your service will take effect following an email notice to you, except as expressly provided otherwise in these Terms of Service or by Gainspot to you.
2.3 Subscription. At the end of your subscription period, your Plan will automatically renew for a subsequent subscription period of equal length, unless Gainspot receives notice within your billing account, by standard mail, or email of your intent not to renew your Plan prior to the end of the then-current subscription period.
3. Personal Use. The Service is made available to you for your personal use only. Due to the Children’s Online Privacy Protection Act of 1998, you must be at least thirteen (13) years of age to use this Service. You must provide current, accurate identification, contact, and other information that may be required as part of the registration process and/or continued use of the Service. You are responsible for maintaining the confidentiality of your Service password and account, and are responsible for all activities that occur thereunder. Gainspot reserves the right to refuse service to anyone at any time without notice for any reason.
4. Proper Use. You agree that you are responsible for your own communications and for any consequences thereof. Your use of the Service is subject to your acceptance of and compliance with this Agreement, which acceptance is confirmed by creating an account or continued use of the Services. You agree that you will use the Service in compliance with all applicable local, state, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from your country of residence. You shall not, shall not agree to, and shall not authorize or encourage any third party to: (i) use the Service to upload, transmit, or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses, or is otherwise objectionable as determined by Gainspot in its sole discretion; (ii) upload, transmit, or otherwise distribute content that infringes upon another party’s intellectual property rights or other proprietary, contractual or fiduciary rights or obligations; (iii) prevent others from using the Service; (iv) use the Service for any fraudulent or inappropriate purpose; or (v) act in any way that violates any Service policies, as may be revised from time to time. Violation of any of the foregoing may result in immediate termination of this agreement, and may subject you to state and federal penalties and other legal consequences. Gainspot reserves the right, but shall have no obligation, to investigate your use of the Service in order to determine whether a violation of this agreement has occurred or to comply with any applicable law, regulation, legal process, or governmental request.
5. Content of the Service. Gainspot takes no responsibility for third party content (including, without limitation, any viruses or other disabling features), nor does Gainspot have any obligation to monitor such third party content. Gainspot reserves the right at all times to remove or refuse to distribute any content on the Service, such as content which violates the terms of this Agreement. Gainspot also reserves the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce this Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues (including, without limitation, the filtering of spam), (d) respond to user support requests, or (e) protect the rights, property or safety of Gainspot, its users and the public. Gainspot will not be responsible or liable for the exercise or non- exercise of its rights under this agreement.
6. Intellectual Property Rights. You acknowledge that Gainspot and its affiliates own all right, title and interest in and to the Service, including without limitation all intellectual property rights including, but not limited to, any and all text, graphics, software, data, information, images, music, sound, video, audiovisual works, and data associated with the Service (the “Gainspot Rights”), and such Gainspot Rights are protected by U.S. and international intellectual property laws. Accordingly, you agree that you will not copy, reproduce, alter, modify, or create derivative works from the Service. You also agree that you will not use any robot, spider, other automated device to monitor or copy any content from the Service. The Gainspot Rights include rights to (i) the Service developed and provided by Gainspot; and (ii) all software associated with the Service. The Gainspot Rights do not include third-party content used as part of Service, including the content of communications appearing on the Service. Gainspot does not claim any ownership in any of the content, including any text, data, information, images, photographs, music, sound, video, or other material, that you upload, transmit or store in your Gainspot account.
7. Representations and Warranties. You represent and warrant that (a) all of the information provided by you to Gainspot to participate in the Service is correct and current; and (b) you have all necessary right, power, and authority to enter into this agreement and to perform the acts required of you hereunder.
9. Account Inactivity. After a reasonable period of inactivity, Gainspot reserves the right to disable or terminate a user’s account. If an account has been deactivated for inactivity, any unique identifiers, such as usernames and subdomains, associated with that account may be given to another user without notice to you or such other party.
10. Termination; Cancellation. You may cancel your use of the Services and/or terminate this Agreement with or without cause at any time by providing notice to Gainspot at email@example.com; provided, however, that (1) you shall still be obligated to pay any remaining fees of the subscription period based on your Plan, and your payment of said remaining fees may be accelerated to be paid in full within thirty (30) days following cancellation, and (2) a terminated account may continue to exist for up to two (2) business days before such cancellation takes effect. Gainspot may at any time and for any reason terminate the Service, terminate this agreement, or suspend or terminate your account. In the event of termination, your account will be disabled and you may not be granted access to your account or any files or other content contained in your account although residual copies of information may remain in our system. Except as set forth above or unless Gainspot has previously canceled or terminated your use of the Services (in which case subsequent notice by Gainspot shall not be required), if you have provided an alternate email address, Gainspot will notify you via email of any such termination or cancellation, which shall be effective immediately upon Gainspot’s delivery of such notice. Sections 3, 4, 5, 7, and 10 – 12 of this agreement, along with applicable provisions of the general Terms of Service (including the section regarding limitation of liability), shall survive expiration or termination of this agreement.
11. Indemnification. You agree to hold harmless and indemnify Gainspot, and its subsidiaries, affiliates, officers, agents, and employees from and against any third party claim arising from or in any way related to your use of the Service, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, Gainspot will provide you with written notice of such claim, suit or action.
12. Choice of Law; Jurisdiction. This agreement will be governed by and construed in accordance with the laws of the State of Minnesota, without giving effect to its conflict of laws provisions or your actual state or country of residence. Any claims, legal proceeding or litigation arising in connection with the Service will be brought solely in Minneapolis, Minnesota, and you consent to the jurisdiction of such courts.
13. Disclaimer of Warranties. Gainspot disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or availability of information or material displayed in the Gainspot Service results. Gainspot disclaims any responsibility for the deletion, failure to store, misdelivery, or untimely delivery of any information or material. Gainspot disclaims any responsibility for any harm resulting from downloading or accessing any information or material on the Internet through the Gainspot Service.
14. THE GAINSPOT SERVICE, AND ALL MATERIALS, INFORMATION, PRODUCTS AND SERVICES INCLUDED IN THE GAINSPOT SERVICE ARE PROVIDED “AS IS,” WITH NO WARRANTIES WHATSOEVER. GAINSPOT EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. GAINSPOT DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE GAINSPOT SERVICE. GAINSPOT DISCLAIMS ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE GAINSPOT SERVICE. GAINSPOT DISCLAIMS ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE GAINSPOT SERVICE OR RECEIVED THROUGH ANY LINKS PROVIDED BY THE GAINSPOT SERVICE, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH ANY LINKS PROVIDED IN THE GAINSPOT SERVICE.
YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE GAINSPOT SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.
15. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL GAINSPOT BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER’S USE OR MISUSE OF OR RELIANCE ON THE GAINSPOT SERVICE. ARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF GAINSPOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE GAINSPOT SERVICE, FROM INABILITY TO USE THE GAINSPOT SERVICE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE GAINSPOT SERVICE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE GAINSPOT SERVICE OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE GAINSPOT SERVICE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE GAINSPOT SERVICE OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE GAINSPOT SERVICE. THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE GAINSPOT SERVICE OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE GAINSPOT SERVICE. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
Without limiting the foregoing, under no circumstances shall Gainspot be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.
16. Miscellaneous Provisions. These Terms of Service will be governed by and construed in accordance with the laws of the State of Minnesota, without giving effect to its conflict of laws provisions or your actual state or country of residence. If for any reason a court of competent jurisdiction finds any provision or portion of the Terms of Service to be unenforceable, the remainder of the Terms of Service will continue in full force and effect.
These Terms of Service constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of the Terms of Service will be effective only if in writing and signed by Gainspot.
To the maximum extent possible, each provision of this agreement shall be interpreted in such a manner as to be valid and enforceable under applicable law. If any provision hereunder is held to be invalid or unenforceable under applicable law, such provision shall be deemed modified so as to be rendered valid and enforceable while implementing, to the greatest extent possible, the original intent of such provision. If such reformation is not possible or permitted, the invalidity or unenforceability of such a provision shall not otherwise impact the validity or enforceability of the remaining provisions hereunder. No waiver of any term or condition herein shall be deemed a further or continuing waiver of such term or condition or any other term or condition.
17. Linking and Framing. Except where expressly prohibited herein, you may provide a link from a website operated by you directly to the home page offering the Service. Without Gainspot’s express written permission, you may not (i) link to any page other than the home page (i.e. a “deep link”), (ii) link to any part of the site hosting the Service through the use of frames, inline links or any similar technology whereby the Service will be displayed without leaving the linking web site, (iii) use any intellectual property of Gainspot as part of a link, and/or (iv) intentionally or unintentionally create any link implying that an endorsement or affiliation with Gainspot exists when that is not the case.