Terms of Service

These Terms of Service, together with any Website pages, including without limitations checkout page, service page, order summary, statement of work, service-specific terms, consumer disclosures, and policies referenced herein or presented to Customer at or before purchase (collectively, this “Agreement”), form a binding agreement between Y. E. Leverage Business Consulting Ltd. (No: 516362555), doing business as TapasSEO (“Company”, “TapasSEO”, “we”, “us”, or “our”), and the person or entity purchasing, accessing, or using the Services (“Customer” or “you”). If an individual accepts this Agreement on behalf of an entity, that individual represents and warrants that they have authority to bind that entity, and references to “Customer” include that entity.

Customer acknowledges that certain legally required pre-contract information, including the identity of the trader, main characteristics of the Services, total price or pricing method, delivery timing, complaint contact details, and any applicable cancellation-right information, may be provided on the Website, checkout flow, order summary, or confirmation email, and such information forms part of this Agreement.

Company provides automated and technology-enabled digital marketing and SEO-related services, including reports, analyses, recommendations, research outputs, and other digital deliverables (collectively, the “Services”), which may be made available through Company’s Website, checkout flows, email communications, customer portal, or other channels designated by Company. The Services may include standard offerings and optional or supplemental services made available by Company from time to time (“Additional Services”).

The purchased scope, format, delivery method, timing, and any service-specific conditions are defined by the applicable service page, checkout page, order summary, order confirmation, or other written description provided by Company at the time of purchase, each of which is incorporated into this Agreement by reference.

By clicking to accept this Agreement, placing an order, making payment, submitting a request for Services, checking any acceptance box presented at checkout, or otherwise accessing or using the Services, Customer: (A) acknowledges that it has read and agrees to be bound by this Agreement and the Privacy Policy; and (B) represents and warrants that it has the legal capacity and authority to enter into this Agreement. If Customer does not agree to this Agreement, Customer must not access or use the Services.

1. Definitions

1. “Aggregated Statistics” means data and information related to Customer’s use of the Services that is used by Company in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
2. “Authorized User” means any employee, contractor, representative, or agent of Customer for whom Customer permits access to a deliverable, communication, account, or other output provided by Company. Customer is responsible for all acts and omissions of its Authorized Users.
3. “Customer Content” means all information, instructions, URLs, credentials, materials, data, brand assets, text, images, files, and other content submitted, uploaded, transmitted, or otherwise made available by or on behalf of Customer to Company in connection with the Services.
4. “Effective Date” means the earlier of the date Customer first accepts this Agreement, places an order, or pays any Fees for the Services.
5. “Input” means any prompt, instruction, data, text, image, URL, parameter, or other material submitted by or on behalf of Customer for processing, analysis, enrichment, or generation through the Services or through any third-party tools used in providing the Services.
6. “Deliverables” or “Outputs” means any report, analysis, strategy, recommendation, summary, content, dataset, table, file, markup, PDF, HTML output, email deliverable, or other result generated, compiled, or delivered by Company as part of the Services.
7. “Company IP” means the Services, Company’s website, software, systems, prompts, workflows, templates, methodologies, processes, models, know-how, documentation, specifications, trade secrets, branding, and all intellectual property and technology used to provide the Services, together with any improvements, modifications, and derivative works thereof, but excluding Customer Content and, subject to Section 7, the limited usage rights expressly granted in Deliverables. Company IP includes Aggregated Statistics.
8. “Website” means any website, application, web application, checkout page, portal, or online property owned, operated, or controlled by Company through which Company markets, sells, administers, or delivers the Services.

2. Access and Use

1. Subject to this Agreement and payment of all applicable Fees, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the applicable service period to access and use the Services and any Deliverables solely for Customer’s internal business purposes and solely in accordance with this Agreement and the purchased scope. The Services are digital services and deliverables, not a promise of continuous software availability, unless Company expressly states otherwise in writing for a particular offering. Company may use automated systems, third-party providers, artificial intelligence tools, external data sources, and human review in providing the Services.
2. Use Restrictions. Customer shall not, and shall not permit any third party to: (i) copy, modify, adapt, translate, or create derivative works of the Services or Company IP except as expressly permitted in writing; (ii) sell, resell, license, sublicense, assign, distribute, publish, display, disclose, commercialize, white-label, or otherwise exploit the Services or Deliverables for the benefit of any third party except as expressly permitted by Company in writing; (iii) reverse engineer, decompile, disassemble, extract, infer, or attempt to discover any source code, prompt structure, model routing, workflow, methodology, ranking logic, template, or underlying component of the Services; (iv) use the Services or Deliverables to build, train, improve, benchmark, or validate any competing product, service, model, or dataset; (v) use the Services for unlawful, infringing, deceptive, defamatory, fraudulent, abusive, or prohibited activities; (vi) submit Customer Content that Customer does not have the right to provide; (vii) misrepresent identity, payment details, permissions, or authority; or (viii) use the Services in violation of applicable law, third-party rights, sanctions restrictions, or Company’s acceptable use requirements as updated from time to time.
3. Suspension; Refusal of Service. Company may refuse, pause, or suspend the provision of any Services, reject any order, withhold any Deliverable, or terminate Customer’s access if Company reasonably believes that: (i) Customer or any transaction presents fraud, abuse, chargeback, sanctions, money laundering, export control, reputational, legal, or security risk; (ii) Customer has provided inaccurate, incomplete, misleading, or unauthorized information, credentials, or payment details; (iii) Customer is using the Services for prohibited industries, prohibited content, unlawful conduct, or conduct that may expose Company or any third party to liability; (iv) Customer has breached this Agreement; (v) Customer fails to provide required cooperation, access, clarifications, or approvals in a timely manner; (vi) Company’s third-party provider, infrastructure provider, payment processor, email provider, AI provider, or data provider suspends, restricts, or degrades relevant functionality; or (vii) Company determines, in its discretion, that provision of the Services is impracticable, unlawful, or commercially unreasonable. Company will have no liability arising from any such refusal, pause, or suspension.
4. Aggregated Statistics. Company may monitor use of the Services and compile analytics, performance metrics, usage trends, and other data in aggregated, de-identified, or anonymized form for its lawful business purposes, including service administration, quality improvement, security, research, product development, and marketing, provided that such data does not identify Customer as the source except as otherwise expressly permitted by Customer. As between the Parties, all right, title, and interest in Aggregated Statistics belong to Company.
5. Reservation of Rights. Company reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Company IP.
6. Customer Information and Communications. Customer shall provide accurate, complete, and current account, billing, contact, and order information, and shall promptly update any changes. Company may rely on the information supplied by Customer without independent verification. Customer consents to receive transactional emails and service communications relating to orders, Deliverables, invoices, support, legal notices, claims, and operational updates. Marketing communications may be sent where permitted by law and may be unsubscribed from where applicable. Customer is solely responsible for maintaining a valid email address, monitoring inbox and spam folders, allowlisting Company’s sending domains where appropriate, and ensuring that Company emails can be received.
7. Limited Publicity License. Unless Customer opts out in writing, Customer grants Company a non-exclusive, revocable, royalty-free license during the Term to use Customer’s name and logo solely to identify Customer as a client in Company’s customer lists, website, investor materials, and similar promotional materials. Company shall not disclose Customer’s confidential business metrics, unpublished results, or non-public strategy details without Customer’s separate written consent. Customer may revoke this license on a prospective basis by written notice to Company.

3. Customer Responsibilities

1. Customer is solely responsible and liable for: (i) all Customer Content; (ii) the accuracy, legality, completeness, and reliability of all information, URLs, credentials, instructions, approvals, and materials supplied by or on behalf of Customer; (iii) obtaining and maintaining all rights, consents, permissions, and legal bases necessary for Company to access, use, process, and rely on Customer Content and any third-party accounts or systems designated by Customer; (iv) reviewing Deliverables before implementation, publication, or reliance; and (v) all use of the Services and Deliverables by Customer and its Authorized Users. Company is entitled to rely on Customer Content and instructions as provided.

4. Company Rights

1. Company may reject, suspend, or terminate any account, order, or communication channel used by Customer if any account name, display name, requested content, submitted material, or use of the Services is unlawful, misleading, abusive, offensive, infringing, sanctionable, fraudulent, or otherwise exposes Company to legal, operational, or reputational risk. Company may also reject, suspend, cancel, or refuse any order that is structurally inapplicable, technically infeasible, unauthorized, dependent on access rights or assets Customer does not control, inconsistent with the applicable service-page eligibility requirements, or outside the permitted industries, geographies, or use cases stated by Company from time to time.
2. If any payment is overdue, disputed, reversed, or declined, Company may suspend ongoing work, withhold Deliverables, revoke credits, deny future orders, offset refunds or credits, and recover chargeback fees, collection costs, and other losses incurred by Company to the extent permitted by law.
3. Company may modify, discontinue, replace, or update any Service, feature, workflow, provider, interface, pricing, service description, eligibility rule, or acceptable use requirement at any time on a prospective basis. Such changes will not retroactively reduce the purchased scope of a fully paid order except where necessary due to legal, security, or third-party dependency reasons, in which case Company’s obligations and liability will be limited as set out in this Agreement.
4. Company may interrupt, postpone, or alter the Services for maintenance, upgrades, provider changes, security events, abuse prevention, operational reasons, or emergencies. Company does not guarantee uninterrupted availability, real-time processing, or continuous access to any platform, portal, or delivery system.
5. Company may refuse or terminate Services immediately if Company suspects unlawful conduct, payment abuse, identity misrepresentation, prohibited business activity, sanctions exposure, or other misconduct. Company may request identity verification, proof of authorization, proof of ownership of relevant websites or assets, or additional compliance information as a condition to accepting or continuing any order.

5. Fees and Payment

1. Fees. Customer shall pay all fees, charges, credits purchases, taxes, processing charges, and other amounts specified at checkout, on the applicable service page, in an order summary, or in any separate written agreement (collectively, “Fees”). Unless otherwise expressly stated, all Fees are payable in advance, non-cancellable, and non-refundable once work has started or digital delivery has begun, subject only to Section 5(7), Section 9, any express written refund policy of Company, and any non-waivable rights under applicable law. Company may use third-party payment processors and Customer authorizes Company and its processors to charge the selected payment method for all Fees and related charges. Where consumer protection law requires additional pricing, tax, renewal, or charge authorization disclosures, the applicable checkout flow, order summary, or confirmation shall control and form part of this Agreement.
2. Service Models. The Services may be offered as one-time purchases, prepaid credits, pay-per-use services, packaged deliverables, or other pricing models designated by Company. Purchased credits, if any, may be subject to service-specific usage rules, expiration periods, minimum redemption conditions, and non-transferability terms stated at purchase or in Company policy. Unless expressly stated otherwise, credits have no cash value and are not redeemable for cash.
3. Scope of Purchase. Unless Company expressly offers a subscription, seat-based access, or other recurring arrangement for a particular Service, Customer is purchasing only the specific Services or credits identified at the time of purchase and not any general right to ongoing platform access, unlimited usage, or future Deliverables.
4. Customer may, where made available by Company, prepay amounts to purchase credits or service balances for future use. Any such prepaid balance may be applied only to eligible Services designated by Company and remains subject to this Agreement and any service-specific terms presented at purchase.
5. Customer is responsible for all bank, card, wire, FX, intermediary, payment processor, and similar transaction fees unless Company expressly agrees otherwise. Before making a payment, Customer is responsible for reviewing the applicable pricing, scope, exclusions, turnaround estimates, and any service-specific requirements presented by Company.
6. Taxes. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Company’s income.
7. Cancellation and Refund Policy. Subject to applicable law and any mandatory consumer rights that cannot be waived, all sales are final except as expressly stated in this Agreement or in a written policy issued by Company. If Customer cancels before Company has materially commenced work on an order, Company may issue a refund less non-recoverable third-party costs, payment processing costs, administrative charges, currency conversion losses, internal labor already incurred, reserved processing capacity costs, vendor charges, and a reasonable handling fee. Once Company has materially commenced work, reserved processing capacity, incurred third-party costs, initiated automated workflows, or begun generation, analysis, research, or production for the order, no refund will be due except to the extent required by law or expressly approved by Company under the claim procedure in Section 9. Where mandatory consumer law gives a valid cancellation or withdrawal right, Company may deduct or charge for the value of Services supplied up to the time of cancellation to the extent permitted by applicable law, including where the consumer expressly requested early performance.
8. Chargebacks; Recovery. Customer must first contact Company and use the claim procedure in Section 9 before initiating a chargeback or payment dispute. If Customer initiates a chargeback or payment reversal without first making a good-faith effort to resolve the matter through Company’s claim process, Company may deem the applicable guarantee void, suspend all Services, withhold Deliverables, terminate the account, deny future orders, and recover all resulting fees, costs, losses, and expenses to the extent permitted by law. Company may contest any chargeback using its records, logs, service metadata, order details, communications, and proof of delivery.

6. Repeated Claims; Abuse

Without limiting any other rights or remedies, if Company reasonably determines that Customer has engaged in repeated unsupported claims, abusive refund behavior, repeated chargeback threats, misuse of the claim process across multiple orders, or a pattern of conduct suggesting bad faith, Company may deny future orders, suspend or terminate Services, require additional verification, remove eligibility for guarantees or discretionary remedies, and refuse to process future transactions.

7. Confidential Information

1. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information in written or electronic form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”).
2. Confidential Information does not include information that, at the time of disclosure, is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party.
3. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings.
4. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

8. Intellectual Property Ownership; Feedback

1. As between Customer and Company, Company owns and retains all right, title, and interest in and to the Company IP. Subject to Customer’s full compliance with this Agreement and payment of all applicable Fees, Customer retains ownership of its Customer Content and receives a limited, non-exclusive, non-transferable, non-sublicensable license to use the Deliverables provided for the applicable order for Customer’s internal business purposes.
2. No ownership in Company IP is transferred to Customer. Deliverables may incorporate or reflect Company’s templates, methods, structures, prompts, data arrangements, analysis logic, formatting, know-how, and other Company IP, all of which remain exclusively owned by Company. Customer shall not resell, license, sublicense, redistribute, republish, white-label, offer as a service bureau, train models on, reverse engineer, or commercially exploit Deliverables except as expressly permitted in writing by Company. Customer grants Company a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, modify, analyze, and otherwise use Customer Content as necessary to provide, improve, secure, support, and enforce the Services and this Agreement, and to create Aggregated Statistics.
3. Customer represents and warrants that it has all rights, authority, and permissions necessary for Company to use Customer Content and access any site, account, system, analytics property, search console property, content management system, server, or third-party tool designated by Customer. Customer is solely responsible for backup, retention, legality, quality control, security, and recoverability of Customer Content, and for ensuring that any implementation or use of Deliverables is appropriate for Customer’s legal, technical, business, and regulatory circumstances.
4. Feedback. If Customer provides any feedback, suggestion, idea, enhancement request, correction, or other input relating to the Services or Company IP (“Feedback”), Company may use, disclose, reproduce, modify, license, and otherwise exploit such Feedback without restriction, attribution, or compensation, and Customer hereby assigns to Company all right, title, and interest in and to such Feedback to the extent assignable.
5. EXCEPT FOR THE LIMITED SERVICE DELIVERY QUALITY GUARANTEE EXPRESSLY SET OUT IN SECTION 9, THE SERVICES, DELIVERABLES, WEBSITE, COMPANY IP, AND ALL RELATED CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS, AND GUARANTEES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, COMPLETENESS, AVAILABILITY, OR RESULTS. WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT WARRANT OR GUARANTEE ANY PARTICULAR SEO, MARKETING, TRAFFIC, RANKING, INDEXATION, CRAWL, RENDERING, REVENUE, LEAD, CONVERSION, IMPRESSION, CLICK, VISIBILITY, OR AI-ENGINE OUTCOME.
6. Use of TapasSEO Trademarks. The Customer acknowledges that all trademarks, service marks, logos or other designations or other identifying marks or indicia of origin displayed on the Services or the Website are registered and unregistered marks of TapasSEO (collectively, “TapasSEO Trademarks”) and constitute the exclusive intellectual property rights of TapasSEO. The Customer shall not use, copy, reproduce, display, distribute, or otherwise exploit any TapasSEO Trademarks in any manner whatsoever, whether directly or indirectly, without the prior express written consent of TapasSEO. Furthermore, the Customer is expressly prohibited from using the TapasSEO Trademarks in any manner that may dilute, tarnish, disparage, or otherwise damage the reputation, brand image, or goodwill of TapasSEO. Any unauthorized use of the TapasSEO Trademarks or use in a manner detrimental to the TapasSEO brand shall constitute a material breach of this Agreement.
7. Third-Party Trademarks. All third-party names, logos, and trademarks (including, without limitation, those of search engines, social networks, AI answer engines, data aggregators, and similar services) are the property of their respective owners. Any use of such marks by Company in the Services, the Website, documentation, or other materials is for identification and descriptive purposes only and does not imply any affiliation, sponsorship, or endorsement. No rights are granted to Customer in or to any third-party trademarks, and Company disclaims any responsibility or liability for any use of third-party trademarks by the Customer.

9. Service Delivery Quality Guarantee and Disclaimers

1. Limited Service Delivery Quality Guarantee. Company warrants only that, subject to Customer’s compliance with this Agreement, the applicable Deliverable will: (i) substantially conform to the service description in effect at the time of purchase, including the applicable scope, format, length range, sections, and file types, subject to reasonable tolerances, updates, substitutions, and equivalent presentation changes; (ii) be delivered in the stated format, structure, and general scope, subject to reasonable tolerances, updates, and substitutions; (iii) be prepared using commercially reasonable care and skill consistent with the nature of automated and technology-assisted digital services; and (iv) to Company’s knowledge, not knowingly infringe a third party’s intellectual property rights by reason of Company’s original material included in the Deliverable. Company will use commercially reasonable efforts to meet any stated delivery timelines and any applicable standard support or fulfillment policies published by Company from time to time, but timelines are estimates unless expressly stated otherwise in writing and are subject to Customer cooperation, third-party dependencies, system constraints, fulfillment queues, and events beyond Company’s control. This Section states Company’s sole express warranty and replaces any contrary “performance warranty” concept.
2. No Performance Guarantee; Informational Use. The Services and Deliverables are provided for general informational and strategic purposes only and do not constitute legal, financial, tax, compliance, or other regulated professional advice. Company does not guarantee any ranking improvement, traffic increase, sessions, clicks, impressions, conversions, revenue, leads, signups, AI Overview appearance, citation by ChatGPT, Claude, Perplexity or any other AI engine, indexing result, crawl result, rendering outcome, manual action outcome, penalty recovery, or other business result, including with respect to Google, Bing, or any other search engine or discovery platform. Outcomes depend on numerous factors outside Company’s control, including search engines, AI engines, competitors, prior site history, implementation quality, customer infrastructure, third-party policies, and regulatory conditions.
3. Customer Responsibility for On-Site Statements and Implementation. Customer acknowledges that the distinction between a service delivery quality guarantee and a performance guarantee should also be reflected in Customer’s own implementation, publication, advertising, and commercial communications where Customer references the Services or Deliverables. Company is not responsible for any claim arising from Customer’s overstatement, mischaracterization, or promotional use of the Deliverables or alleged results.
4. Third-Party Components. The Services may rely on or incorporate third-party services, APIs, data sources, crawlers, artificial intelligence models, payment processors, email systems, Gmail or other delivery providers, spam filters, hosting providers, analytics tools, search platforms, customer-controlled systems, and other third-party components (“Third-Party Components”). Third-Party Components are outside Company’s control and may be changed, restricted, interrupted, discontinued, delayed, priced differently, filtered, quarantined, rejected, blocked, or made unavailable at any time. Company is not responsible for the acts, omissions, outputs, terms, policies, outages, latency, inaccuracies, delivery failures, or other failures of any Third-Party Components.
5. AI and Automated Processing Disclaimer. Customer acknowledges that the Services may use third-party and proprietary automated systems and artificial intelligence tools. Deliverables may contain inaccuracies, omissions, hallucinations, stale information, biased outputs, formatting issues, interpretation errors, or limitations inherent in source data and model behavior. Customer is solely responsible for reviewing, validating, and determining the suitability of all Deliverables before implementation, publication, reliance, or distribution. Company shall have no liability for decisions made or actions taken by Customer or any third party based on the Deliverables.
6. Specific Exclusions. Without limiting the foregoing, Company is not responsible for any outcome or issue arising from: (i) search engine or AI engine policies, rankings, penalties, manual actions, algorithm or model updates, site reputation abuse updates, indexing practices, crawl behavior, rendering behavior, llms.txt interpretation or enforcement, AI crawler behavior, or moderation decisions; (ii) third-party API limits, outages, errors, pricing changes, data gaps, or policy changes; (iii) Customer’s prior SEO history, backlink profile, content history, or compliance posture; (iv) Customer’s failure to implement recommendations, delayed implementation, or incorrect implementation; (v) Customer’s hosting, server configuration, codebase, CMS, theme, plugins, apps, integrations, analytics configuration, tracking setup, or other technical environment; (vi) regulated-industry restrictions or changing legal requirements, including in sectors such as iGaming, crypto, financial services, healthcare, or other restricted verticals; or (vii) Customer’s business, product, offer, pricing, conversion performance, commercial strategy, or market conditions.
7. Claim Procedure and Exclusive Remedies. If Customer believes Company has breached the Limited Service Delivery Quality Guarantee in Section 9(1), Customer must submit a written claim to the claims contact address designated by Company on the Website, checkout flow, or order materials within seven (7) days after delivery of the applicable Deliverable. The claim must include the order ID, the relevant service purchased, a reasonably detailed description of the alleged non-conformity, the specific basis for the claim, and supporting evidence. As conditions to any remedy, Customer must have provided accurate ordering information, timely cooperation, all reasonably requested inputs and access, and responses to clarification requests within three (3) business days, unless Company specifies a different period in the applicable service flow; any delivery clock shall pause while Company is awaiting Customer information, access, approvals, or responses. Company’s sole and exclusive obligation, and Customer’s sole and exclusive remedy, shall be for Company, in its discretion, first to re-perform, correct, supplement, replace, or re-deliver the affected portion of the Services, and only if Company determines that such remedy is not commercially reasonable or feasible, to provide a service credit, partial refund, or refund. Company will have no obligation to provide any remedy for dissatisfaction with business outcomes or for claims caused in whole or part by Customer delay, inaccurate inputs, scope changes, misuse, third-party issues, structurally inapplicable orders, service-page ineligibility, prohibited verticals, or matters excluded under this Agreement. The guarantee is void if Customer engages in fraud, misrepresentation, unauthorized chargebacks, resale, redistribution, reverse engineering, account misuse, or other material breach of this Agreement, and Company may in such cases deny future service and recover losses or claw back any credits or refunds previously issued to the extent permitted by law. For consumers, this Section applies only to the extent consistent with mandatory statutory rights and does not exclude any non-waivable remedy required by applicable law.

10. Indemnification

1. Limited Company Indemnity. Subject to Customer’s prompt written notice, reasonable cooperation, and Company’s sole control of the defense and settlement, Company shall defend Customer against any third-party claim alleging that Company’s original Deliverable, excluding any Customer Content, Third-Party Components, Outputs based on Customer instructions, or modifications not made by Company, directly infringes such third party’s copyright under applicable law, and Company shall pay amounts finally awarded by a court of competent jurisdiction or agreed in settlement by Company. Company will have no obligation under this Section to the extent a claim arises from: (A) Customer Content, instructions, data, URLs, credentials, or materials; (B) Third-Party Components; (C) use of Deliverables outside the scope permitted by this Agreement; (D) modification, combination, or implementation not performed by Company; or (E) compliance by Company with Customer’s specifications or requests. If such a claim appears likely, Company may, at its option, modify or replace the affected Deliverable, obtain a right for continued use, or terminate the affected Service and provide a pro rata refund of the portion of Fees paid for the specific affected Deliverable not already consumed by work performed. This Section states Company’s sole liability and Customer’s sole remedy for any intellectual property infringement claim by a third party.
2. Customer Indemnification. Customer shall defend, indemnify, and hold harmless Company and its affiliates, officers, directors, employees, contractors, and agents from and against any and all claims, demands, actions, proceedings, liabilities, damages, judgments, settlements, penalties, fines, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to: (i) Customer Content; (ii) Customer’s business, website, products, services, or marketing practices; (iii) Customer’s implementation, use, publication, or distribution of any Deliverable; (iv) Customer’s breach of this Agreement or applicable law; (v) Customer’s fraud, negligence, willful misconduct, or misrepresentation; (vi) alleged infringement, privacy violation, defamation, unfair competition, consumer protection, regulatory, or other claims arising from Customer inputs or Customer’s use of the Services; or (vii) any dispute between Customer and its own clients, end users, vendors, regulators, or other third parties.
3. Sole Remedy. THIS SECTION 10 SETS FORTH CUSTOMER’S SOLE REMEDIES AND COMPANY’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
4. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY OR ANY OF ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, ENHANCED, PUNITIVE, OR RELIANCE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, OPPORTUNITIES, GOODWILL, REPUTATION, DATA, EXPECTED SAVINGS, OR USE, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, OR ANY DELIVERABLE SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO COMPANY FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS LIABILITY TO THE EXTENT SUCH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING, TO THE EXTENT APPLICABLE, LIABILITY FOR FRAUD, FRAUDULENT MISREPRESENTATION, DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, OR ANY NON-WAIVABLE CONSUMER RIGHTS OR STATUTORY REMEDIES.

11. Term, Delivery, and Termination

1. Term. This Agreement begins on the Effective Date and continues until terminated in accordance with its terms. For each order, Company’s obligations continue until the applicable Services are completed, suspended, cancelled, or terminated. Unless Company expressly offers a subscription or recurring service in writing for a particular offering, no recurring renewal obligation applies.
2. Termination; Cancellation of Orders. In addition to any other rights under this Agreement:
   • Customer may request cancellation of an order before work has materially started, but any refund will be governed solely by Section 5(7) and applicable law. Once work has materially started or digital delivery has begun, cancellation will not entitle Customer to any refund except as required by law or expressly approved by Company under Section 9;
   • Company may terminate this Agreement, cancel any order, or suspend further work immediately upon notice if Customer fails to pay any amount when due, initiates or threatens an improper chargeback, breaches Section 2(2), Section 3, Section 5, Section 6, Section 7, Section 8, or Section 9, or otherwise creates material legal, operational, reputational, fraud, or sanctions risk;
   • either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured thirty (30) days after written notice, except where this Agreement provides for immediate termination or where the breach is incapable of cure; and
   • either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
3. Sanctions and Restricted Parties. Company may immediately refuse or terminate Services without liability if Customer is, becomes, or appears to be owned or controlled by, acting for, or dealing with any person, entity, territory, or activity subject to sanctions, export controls, anti-boycott restrictions, or other trade restrictions under applicable law, including restrictions administered by Israel, the United States, the European Union, the United Kingdom, or the United Nations.

12. Miscellaneous

1. Entire Agreement. This Agreement, together with the checkout flow, service page, order summary, confirmation email, any statement of work, any service-specific terms, any consumer disclosures, and any other documents incorporated by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
2. Notices. Company may provide notices under this Agreement by email to the email address associated with Customer’s order or account, by posting on the Website, through a customer portal, or by any other contact details provided by Customer. Notices to Company must be sent to the contact details designated on the Website or in the relevant order materials. Notices are effective upon dispatch by Company or, for notices to Company, upon actual receipt. Deliverables sent by email, download link, portal access, or other electronic means designated by Company shall be deemed delivered when sent or made available by Company, whether or not actually received, opened, downloaded, or accessed by Customer, provided Company’s records show successful dispatch or availability. Company is not responsible for delay, failure, filtering, blocking, bounce, quarantine, spam classification, or non-receipt caused by Customer systems, inbox settings, email providers, internet issues, or Third-Party Components. Company’s internal logs, timestamps, order records, processor confirmations, and delivery metadata shall be admissible evidence of transmission, access, processing, and delivery absent manifest error.
3. Force Majeure. In no event shall Company be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Company’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
4. Amendment and Modification; Waiver. Company may amend this Agreement from time to time by posting an updated version on the Website or otherwise presenting updated terms to Customer. The version in effect at the time of purchase will govern the applicable order unless Customer expressly accepts an updated version for that order. Changes will apply prospectively unless required by law, security needs, or operational necessity. No waiver is effective unless in writing and signed by the waiving Party.
5. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
6. Survival. Any provision which by its nature should survive termination or expiration shall survive, including provisions relating to payment obligations, cancellations, refunds, chargebacks, intellectual property, confidentiality, disclaimers, indemnities, limitations of liability, dispute resolution, governing law, restrictions on use, evidence, and any accrued rights or remedies.
7. Governing Law; Jurisdiction. This Agreement and all disputes arising out of or relating to this Agreement, the Services, or any Deliverables shall be governed by and construed in accordance with the laws of the State of Israel, without regard to conflict of law rules. Subject to any mandatory consumer law that cannot be waived or displaced, the competent courts located in Tel Aviv-Jaffa, Israel shall have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement, and each Party irrevocably submits to such jurisdiction and venue. Nothing in this Section prevents a consumer from relying on any mandatory law or forum protection that applies under the law of the consumer’s habitual residence to the extent such protection cannot lawfully be excluded.
8. Governing Language. English is the language that governs this Agreement and shall prevail over any translations that are made of this Agreement.
9. Assignment. Customer may not assign, transfer, delegate, or otherwise dispose of any of its rights or obligations under this Agreement without Company’s prior written consent. Any purported assignment in violation of this Section is void. Company may assign this Agreement, in whole or part, to an affiliate or in connection with a merger, reorganization, sale of assets, financing, or change of control.
10. Export Control and Compliance. Customer shall comply with all applicable export control, sanctions, anti-money laundering, anti-corruption, consumer protection, advertising, and data-related laws in connection with its use of the Services and Deliverables. Customer shall not use, export, re-export, or permit access to the Services or Deliverables in violation of applicable law.
11. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 7 or, in the case of Customer, Section 2(2), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

13. Additional Terms; Digital Services Consumer Rights

1. Applicability. Company may publish or provide service-specific terms, policies, checkout disclosures, or order-specific conditions for particular Services or Additional Services. Those terms are incorporated into and form part of this Agreement. If there is a conflict, the service-specific terms govern for the applicable Service to the extent of the conflict.
2. Digital Services Consent; Cooling-Off Waiver. To the fullest extent permitted by applicable law, where Customer is a consumer and purchases digital services or digital content for immediate performance or delivery, Customer expressly requests and consents to Company beginning performance before the end of any statutory withdrawal or cooling-off period and acknowledges that, once performance begins or digital delivery starts, Customer may lose any right of withdrawal, cancellation, or refund that would otherwise apply. Where such consent or acknowledgment must be obtained in a particular form, Company shall obtain it through a separate checkbox, toggle, or equivalent affirmative consent mechanism at checkout, and may provide confirmation on a durable medium, including email. Nothing in this Agreement limits any mandatory consumer right that cannot lawfully be waived.
3. Consumer Law Savings; Internal Use of Deliverables. If and to the extent mandatory consumer protection law applies to a Customer, this Agreement shall be interpreted so as to preserve Company’s rights to the maximum extent permitted while not excluding non-waivable consumer protections. Any provision relating to disclaimers, exclusions, refund restrictions, remedy limitations, indemnities, governing law, jurisdiction, chargebacks, or equitable relief shall apply only to the extent permitted by applicable consumer law. Except where broader rights are expressly granted in writing, Customer may use Deliverables only for Customer’s own internal business purposes and may not sublicense, resell, redistribute, or commercially exploit Deliverables for third parties.
4. Consumer Pre-Contract Disclosures and Order Review. Where required by applicable law, Company shall present or make available before checkout the material characteristics of the Services, the identity and contact details of the trader, the total price or pricing method, any applicable taxes or additional charges, the expected delivery timing or performance window, the complaint handling contact details, and any applicable cancellation-right information or exceptions. Customer is responsible for reviewing the applicable service page, checkout flow, order summary, and confirmation before placing an order.
5. Consumer Remedy Savings. If Customer is a consumer, nothing in this Agreement limits any statutory right to have services supplied with reasonable care and skill, to receive services substantially as described, or to obtain such repair, repeat performance, price reduction, refund, or other remedy as is required by applicable law. To the extent permitted by law, Company may elect the commercially reasonable remedy first, but only where such election does not override a non-waivable consumer right.
6. Subscription and Automatic Renewal Compliance. If Company later offers any subscription, recurring billing, or automatic renewal service to consumers, such offering shall be subject to any additional disclosures, consent requirements, reminder notices, cancellation mechanisms, and renewal terms required by applicable law, and no recurring charge shall be imposed except in accordance with those requirements.
7. Complaint Handling Contact. Company shall make available on the Website, checkout flow, order materials, or confirmation email a contact method for consumer complaints, withdrawal notices where applicable, and customer support communications. Use of such contact channel is intended to facilitate resolution and does not limit any non-waivable right a consumer may have under applicable law.
8. Customer Cooperation. Customer shall timely provide all requested information, approvals, access credentials, confirmations, technical details, and clarifications needed for Company to perform the Services. Unless otherwise specified by Company for a particular Service, Customer shall provide requested access and materials within three (3) business days after request and respond to clarification requests within three (3) business days. If Customer fails to do so, Company may pause the applicable order, extend delivery times, revise scope assumptions, issue Deliverables based on available information, deem the order structurally inapplicable or unsupported, disqualify the order from any guarantee or refund review, or close the order without liability. Company may publish additional eligibility requirements, prerequisites, and cooperation requirements from time to time on the applicable service page, checkout flow, or support materials, and such requirements will apply to the relevant Service.
9. Confidentiality of Access Credentials. If Customer provides any credentials, tokens, access permissions, analytics access, or similar authorizations, Customer shall ensure such access is lawful, limited to what is necessary, and capable of revocation. Customer remains responsible for all consequences of granting such access and for maintaining the security of its own systems and credentials.