By accepting these Terms, or by accessing or using the Service or Site, You represent and acknowledge that You have read, understood, and agree to be bound by these Terms, and that the information You provide in registering to the Service is accurate, complete, and is Yours or within Your right to use. If You are entering into these Terms on behalf of a company or another legal entity, You represent that You have the authority to bind such entity and its affiliates to these Terms, in which case the terms “You,” “Your” or related capitalized terms herein shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with these Terms, You must not accept these Terms and may not use the Service.
1.1 – The “Service” includes (a) the Site, (b) the on-demand Positionly SEO platform, tools and Positionly API, and (c) the other services provided to You through the Site based on the plan purchased, including all software, data, text, images, sounds, videos, and other content made available through the Site, or developed via the Positionly API (collectively, “Content”). Any new features added to or augmenting the Service are also subject to these Terms.
1.2 – The Service may also include basic or expanded support based on the Service plan purchased. Positionly does its very best to make the Service available as detailed in the applicable Service plan, except for: (a) planned downtime (of which You will be notified in advance), or (b) any unavailability caused by circumstances beyond Our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, or technical failures beyond Our control.
2.1 In providing You the Service We shall maintain appropriate administrative, physical and technical safeguards to protect the security, confidentiality and integrity of Your data and the personal data of Your end-users. These safeguards include encryption of Your data in transmission (using SSL or similar technologies), except for certain external third party integrations that do not support encryption, which You may link to the Service at Your choice.
3.1 – General. The Service is made available on a pay-as-you-go basis and is charged at the start of Your elected subscription term (generally monthly or semi-annually). If You do not provide Your credit card or other payment information to Positionly before the expiration of any free trial period, Your account will be suspended until payment information and charge authorization are provided. You will be promptly billed and, if applicable, any trial period will terminate.
3.2 – Auto renew. Your subscription will renew automatically based on Your plan’s renewal cycle. The Service provides an interface for the account owner to change credit card information (e.g., upon card renewal). The account owner will receive a receipt upon each payment received, or they may obtain a receipt from within the application to be able to track the status of Your subscription. All subscriptions will automatically renew at the end of Your subscription period until cancelled by You. You will not receive further notice of auto-renewal.
3.3 – Upgrading. If You choose to upgrade Your plan or number of agents during Your elected subscription period, any incremental cost will be prorated over the remaining term of the subscription period and charged to Your account. Subsequently, You will be charged the adjusted rate on Your next billing cycle. If You are on a monthly billing cycle, You will not see a prorated charge or credit in the current month, but Your new billing rate will be reflected on Your next monthly bill. Regardless of Your billing cycle, there are no refunds or credits for partial months of service, plan downgrades, or refunds for unused time if You close Your account before the end of Your subscription period. No exceptions will be made in order to treat everyone equally and keep our administrative costs low for the ultimate benefit of our customer base. Downgrading Your plan level may cause the loss of content, features, or capacity of Your account and Positionly does not accept any liability for such loss. Positionly reserves the right to contact You about special pricing if You maintain an exceptionally high number of end-users, an unusually high monthly ticket ratio per agent, an unusually high level of open tickets or other excessive stress on the service.
3.5 – Payment method. A valid credit card is required to subscribe to the service. Positionly bills You through a secure online account for use of the service. We have an SSL certificate that prohibits Your sensitive credit card information from being intercepted. Your complete billing information is not stored on Positionly servers.
4.1 – Positionly reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is Your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. Positionly may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
5.1 – We do not generally refund cancelled contracts. For example, if Your contract is monthly and You request a refund after two days, no refunds will be admitted. No refunds are issued for setup charges, add-on charges, or overage charges. In case of AUP violations, any and all refunds are forfeit.
6.1 – We reserve the right to refuse, cancel or suspend service, at our sole discretion.
7.1 – Positionly, Inc. cannot be held liable for system down time, crashes or data loss. We cannot be held liable for any predicated estimate of profits which a client would have gained if Positionly site was functioning. Certain services provided by Positionly, Inc. are resold. Positionly, Inc. holds no responsibility for the use of our clients’ accounts. Failure to comply with any terms or conditions will result in the automatic deactivation of the account in question. We reserve the right to remove any account, without advance notice for any reason without restitution, as Positionly, Inc. sees fit.