Last Updated: May 26, 2025

These Terms of Use, including the order form filled out in connection with the online forms completed during the account setup process and incorporated herein by this reference (this “Agreement”), constitute a binding agreement between the company behamics AG (“Provider”, “behamics”) and the company identified as the customer or end user (“Customer”) during the account setup process. The Provider and the Customer are collectively referred to herein as the “Parties” or individually as a “Party”.

Provider provides its Software-as-a-Service solution for Search Engine Optimization and/or Ads/Ad Optimization and/or Shop/Website Optimization (the “Services”) through its website(s) solely on the terms and conditions set forth below and subject to Customer’s acceptance of and compliance with the same.

The conditions are accepted at the start of the usage phase

By clicking on the button to start a usage phase or by otherwise agreeing to these Terms in the ordering process, the Customer accepting the Terms (A) acknowledges and agrees to these Terms and the Privacy Policy and (B) represents and warrants that he or she is of legal age to enter into a binding contract or, if accepting on behalf of a company, governmental organization or other legal entity, that he or she has the right, power and authority to enter into this Agreement on behalf of the Customer and to bind the Customer to its terms. If you do not agree to the terms of the Agreement, the Provider will not provide the Services to you and you should not use the Services.

            1. Definitions

1. “Aggregated Statistics” means data and information related to the Customer’s use of the Services that is used by the Provider in an aggregated and anonymized form, including to generate statistical and performance information related to the provision and operation of the Services.

2. “Authorized User” means employees, consultants, contractors and agents of Customer (i) who are authorized by Customer to access and use the Services pursuant to the rights granted to Customer under this Agreement and (ii) for whom access to the Services has been purchased in accordance with this Agreement. For the avoidance of doubt, any use of the Services by an Authorized User shall be deemed to be use by Customer.

3. “Customer Content” means, other than aggregated statistics, information, data and other content in any form or medium submitted, posted or otherwise transmitted by Customer or an Authorized User through the Services.

4.”Effective Date” means the date on which Customer creates an Account or the date on which Customer completes the purchase forms and pays the applicable Fees (as defined in the applicable Quote or Pricing) for a Paid Subscription.

5. “Provider IP” means the Services and all Intellectual Property provided to Customer or an Authorized User in connection with the aforementioned Services. For the avoidance of doubt, Provider IP includes aggregated statistics and any information, data or other content derived from the monitoring of Customer’s access to or use of the Services by Provider, but does not include Customer Content.

6. “Provider API” means any application programming interface provided by Provider that enables Customer to programmatically access certain features, data or functionality of the Services.

             2. Access and Use

1. Subject to the terms and conditions of this Agreement, Provider hereby grants to Customer a non-exclusive, non-transferable (except in accordance with Section 12(7)) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions contained herein. Such use is limited to internal use by the Customer. Customer will have 24/7 access to the Service, except when technical maintenance is being performed or when emergency maintenance is required to correct Service outages or malfunctions.

Use the Services appropriately and only for their originally intended purpose

2. Restrictions on use. The Customer may not use the Services for any purpose beyond the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized User to: (i) copy, modify or create derivative works of the Services, in whole or in part; (ii) rent, lease, loan, sell, license, sublicense, assign, distribute, publish, transfer or otherwise make available the Services to any third party; (iii) reverse engineer, disassemble, decompile, decrypt, adapt or otherwise attempt to gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services; or (v) use the Services in any manner or for any purpose that infringes, misappropriates or otherwise violates the intellectual property or other rights of any person.

3.Suspension:
Notwithstanding anything to the contrary in this Agreement, the Provider may temporarily suspend the Customer’s access to any or all of the Services if: (i) Provider reasonably determines that (A) there is a threat or attack on Provider’s Intellectual Property; (B) Customer’s use of Provider’s Intellectual Property interferes with or poses a security risk to Provider’s Intellectual Property or any other customer or supplier of Provider; (C) Customer uses Provider’s IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased doing business in the ordinary course of business, has made an assignment for the benefit of creditors or similar disposition of its assets, or has become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; or (E) Provider’s provision of the Services to Customer is prohibited by applicable law; (ii) a supplier of Provider has suspended or terminated Provider’s access to or use of any third party services or products necessary for Customer’s access to the Services; or (iii) pursuant to Section 5(1) (any such suspension described in subsection (i), (ii) or (iii), a “Service Suspension”). Provider shall use commercially reasonable efforts to notify Customer in writing of any Service Suspension and to keep Customer informed of the resumption of access to the Services following a Service Suspension. Provider shall use commercially reasonable efforts to restore access to the Services as soon as possible after the event that caused the Service Interruption has been resolved. The Provider shall not be liable for any damages, liabilities, losses (including loss of data or profits) or other consequences incurred by the Customer or any Authorized User as a result of a Service Interruption.

Monitoring the use of the services to collect aggregated statistics

4. Aggregated statistics
Notwithstanding anything to the contrary in this Agreement, the Provider is entitled to monitor the Customer’s use of the Services and to collect and compile aggregated statistics. As between the Provider and the Customer, all right, title and interest in and to the Aggregated Statistics and all intellectual property rights therein shall vest exclusively in and remain with the Provider.

All rights remain with the Provider

5. Reservation of rights:
The Provider reserves all rights not expressly granted to the Customer in this Agreement. Except for the limited rights and licenses expressly granted in this Agreement, this Agreement does not grant the Customer or any third party any intellectual property rights or any other right, title or interest in the Provider IP, whether by implication, waiver, estoppel or otherwise.

Login and password for accessing the services

6. In order to use the service, the customer undertakes to provide reliable and complete personal details in the registration form and in the private area of the website and to keep these details up to date. After completing the registration process, the customer can access the personalized area of the behamics services with the selected login (a unique name for his customer account) and password.

7. The login must not violate generally accepted standards and should not be offensive to other customers.

One login from one location and one IP address

8. If the provider detects repeated access to the service under the same login from different locations, devices and IP addresses, it may immediately block access to the service for the customer concerned and the customers connected to it. In order to monitor compliance with the above restrictions, the Provider does not allow any technical possibility of accessing the Service simultaneously from different devices and IP addresses using the same login.

9. By registering for the services, the authorized user agrees to receive emails from behamics. These emails include: informative newsletters about promotions of the service, emails with reports about the SERPs and the analysis of the service as well as technical and marketing emails. The authorized user can unsubscribe from receiving newsletters at any time.

10.The authorized user can create projects after registering for the service. A “project” consists of a website URL, a set of keywords and a number of search engines for which tracking, monitoring and analysis are performed.

11. Use and restrictions of the provider’s API. Access to the Provider’s API is available under selected subscription plans or pursuant to a separate written agreement between the parties. If Customer accesses the Provider API, the following additional terms apply:

a. Customer may use the data obtained through the Provider API for commercial purposes, including internal analytics, SEO audits for customers or reporting, provided such use is consistent with this Agreement and does not fall within the limited use cases listed below.
b. Any access to or use of the Provider API by a direct competitor of behamics requires the express written consent of the Provider. For the purposes of this section, “direct competitor” means any company that offers products for website/shop/UX optimization, personalization, keyword tracking, domain analysis, backlink analysis or SERP data that substantially overlap (50% or more feature parity) with behamics’ core functionality.
c. The following use cases also require the prior written consent of the provider:
i. Embedding raw API metrics into a paid SaaS product;
ii. Reselling, sublicensing or bulk distribution of API data;
iii. Using API data to train public machine learning or language models.

d. The volume of use is subject to technical restrictions and fair use controls implemented by the provider. These restrictions may be updated from time to time and are described in the API documentation at https://www.behamics.com.

12. By using the Services, Customer grants Provider a non-exclusive, royalty-free, worldwide and revocable license to use Customer’s name, logo and general information about Customer’s use of the Services, including performance data and results, solely for the purpose of identifying Customer as a customer and referencing Customer’s experience in Provider’s marketing, promotional and informational materials, including but not limited to websites, presentations, case studies and proposals. This license shall remain in effect during the Term and may be revoked by Customer at any time by written notice to Provider.

              3. Responsibilities of the Customer

Full responsibility of the Customer for the use of the Services

1. The Customer is responsible and liable for all uses of the Services resulting from direct or indirect access by Authorized Users, regardless of whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, the Customer is responsible for all activities that occur under the Customer’s login credentials or the login credentials of an Authorized User.
a. Once the login has been selected, it cannot be changed later.
b. The login credentials may only be used by one authorized user from one device, one IP address and one location at a time to access the service.
c. The number of authorized users who have access to the service must not exceed the number of authorized users specified in the selected subscription plan. It is possible to add additional authorized users via the account in the “Subscription” section and against payment of the fees described there.

           4. Rights of the Provider

1. The Provider reserves the right to unilaterally delete projects created by the Customer if the Customer’s account is not used for 60 days.

2.The Provider reserves the right to modify/delete a Customer’s account if the Customer’s login:
a. violates generally recognized and established moral standards;
b. offends other visitors;
c. contains obscene words or expressions;
d. incites national discord;
e. other cases specified in the applicable legislation.

3. The Provider reserves the right to block access to projects created by the Customer if the Customer is in arrears with payment. Three days after the expiry of the payment deadline for the service, the updating of the ranking list may be suspended. 60 days after expiry of the payment deadline for the subscription, the customer’s projects will be deleted from the system.

4. The Provider reserves the right to change or update the content and functionality of the Service, including changing its user interface, at any time without prior notice of significant changes to the Customer.

5. The Provider reserves the right to temporarily suspend the Service in order to carry out maintenance and repair work and in emergencies. The Provider will inform the Customer of such suspension in advance by posting appropriate information in the Customer’s account on the Service.

6. The Provider is not liable for unlawful actions of the Customer when paying for the paid services. The Provider reserves the right to unilaterally block or deny access to the behamics services if there is a suspicion that the Customer is involved in an unlawful act until the circumstances are clarified.

         5. Fees and Payment

1. Fees:
The Customer shall pay the Provider the applicable fees (“Fees”) either as specified in the selected subscription plan during the ordering process or as specified in a separate written agreement between the parties, without set-off or deduction. Customer shall make all payments under this Agreement in any currency through a third party payment processor during the ordering process. If Customer’s payment method fails during the ordering or renewal process, Provider may suspend or revoke Customer’s access to the Services until the applicable fees are paid in full.

2. If the type of Services selected in the “Plans and Pricing” section (Subscription Plan) includes multiple User licenses, you may grant access to the Service only to the number of Authorized Users specified in the selected Subscription Plan, provided that each additional Authorized User agrees to comply with the Agreement.

3. The authorized user has the right to choose any tariff to use the paid services. The authorized user must accept and pay the transfer fees when purchasing a subscription to a tariff or when topping up the account balance. Before making a payment, the authorized user must familiarize himself with the rules of the payment service providers.

4. Taxes:
Customer is responsible for all sales, use, excise and all other similar taxes, duties and fees of any kind imposed by any federal, state or local governmental or regulatory authority on amounts payable by Customer under this Agreement, except for taxes imposed on Provider’s revenues.

The Service is non-refundable

5. The Customer is informed and agrees that the Provider of the Service will not refund any amounts paid or unused, except in cases where the Service is defective, does not meet the obligations of the Service or is provided as specified in the Special Promotion.

6. If the Provider provides a defective Service, it may refund the amounts paid by the Customer within 14 banking days in the same way as the payment for the subscription or the top-up of the Customer’s account was made.

            6. Confidentiality of Confidential Information

1.Confidential information:
During the Term, either party may disclose or make available to the other party information concerning 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 on electronic media, whether or not such information is labeled, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure: (a) is publicly available; (b) is known to the receiving party at the time of disclosure; (c) was lawfully acquired by the receiving party from a third party on a non-confidential basis; or (d) was independently developed by the receiving party. The Receiving Party shall not disclose the Disclosing Party’s Confidential Information to any person or organization, other than the Receiving Party’s employees, who need to know such Confidential Information in order for the Receiving Party to exercise its rights or perform its obligations under this Agreement. Notwithstanding the foregoing, either party may disclose Confidential Information to the extent necessary (i) to comply with an order of a court or other governmental body or to otherwise comply with applicable law, provided that the party making the disclosure pursuant to the order has given prior written notice to the other party and has made reasonable efforts to obtain a protective order; or (ii) to enforce a party’s rights under this Agreement, including filing any necessary court papers. Each party’s confidentiality obligations with respect to Confidential Information shall be effective as of the Effective Date and shall expire five years after the date of first disclosure to the receiving party; provided, however, that such confidentiality obligations with respect to Confidential Information that constitutes a trade secret (as defined by applicable law) shall survive the termination or expiration of this Agreement for so long as such Confidential Information is subject to protection as a trade secret under applicable law.

           7. Ownership of Intellectual Property; Feedback Tool “Organic”, Tool “Ads Copilot”, Tool “Merchandise”, Tool “Nudge”, Tool “Signals”, Tool “Diagnostic”

The service is provided on the basis of the information provided by the customer

1. The Customer acknowledges that as between the Customer and the Provider, all right, title and interest, including all intellectual property rights, in and to the Provider’s IP belong to the Provider. The Provider acknowledges that as between the Provider and the Customer, all right, title and interest, including all intellectual property rights, in and to the Customer Content entered into or scanned from the Services shall vest in the Customer. The Customer hereby grants the Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute and otherwise use and display the Customer Content and to take all actions with respect to the Customer Content necessary for the Provider to provide the Services, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify and otherwise use and display the Customer Content contained in the aggregated statistics. Customer acknowledges that the Services are not designed to process personal, sensitive or regulated data and will not enter any such data into the Services.

2. The Customer is solely responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of the Customer Content and for obtaining all rights and permissions with respect to the Customer Content and the Customer’s third party accounts that the Provider requires to provide the Services. The Customer warrants that it has obtained and will maintain all such rights and that the Customer Content is free from errors. The Provider is not responsible for any backup, restoration or other measures necessary to ensure that the Customer Content can be restored in the event of data loss. Customers are solely responsible for regularly backing up their Customer Content and for taking appropriate measures to protect and ensure the integrity of their data.

Any feedback to the Provider is free of charge for the Provider

3. Feedback:
If Customer submits to Provider by mail, e-mail, telephone or otherwise any communication or material suggesting or recommending changes to Provider’s IP, including but not limited to new features or functionality related thereto, or any comments, questions, suggestions or the like (“Feedback”), Provider shall be free to use such Feedback without regard to any other obligations or restrictions between the parties governing such Feedback. Customer hereby assigns to Provider, on its behalf and on behalf of its employees, contractors and/or agents, all right, title and interest in and to the ideas, know-how, concepts, techniques or other intellectual property rights contained in the Feedback, and Provider shall be entitled to use the same for any purpose whatsoever without attribution of source or compensation to any third party. The provider is not obliged to use feedback.

4. By using the behamics tools, the customer hereby receives an extended, non-transferable, revocable license to use the content generated with this tool. This extended license grants you broader rights to use the content generated by the tools for various purposes, including but not limited to commercial ventures, marketing initiatives and personal projects. Users are prohibited from relicensing or redistributing the generated content without express consent. Citation of the source is mandatory. It is the responsibility of the customer/user to ensure compliance with all relevant laws and regulations governing the use of the content. The provider accepts no liability for disputes arising from the use of content generated with the behamics tools.

5. Without prejudice to the disclaimer and limitation of liability in the behamics terms of use and except where prohibited by law, the behamics tools and the content provided by the provider are provided “as is” and “as available”. We expressly disclaim all warranties and conditions, express or implied, including warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, uniqueness and non-infringement. Our services, especially some tools, may give you access to content that belongs to other people or organizations. You may not use this content without the consent of that person or organization or as permitted by law. The opinions expressed in the content of other persons or organizations are their own and do not necessarily reflect the opinions of the provider.

              8. Use of Behamics Trademarks

1. Customer acknowledges that all trademarks, service marks, logos or other designations or other indicia or indications of origin displayed on the Services or the Service’s website are registered and unregistered trademarks of behamics (collectively, “behamics Trademarks”) and are the exclusive intellectual property of behamics. The customer may not use, copy, reproduce, display, distribute or otherwise exploit in any way, directly or indirectly, any trademarks of behamics without the prior express written consent of behamics. Furthermore, the customer is expressly prohibited from using the trademarks of behamics in a manner that could dilute, damage, diminish or otherwise impair the reputation, brand image or goodwill of behamics. Any unauthorized use of behamics’ trademarks or any use in a manner that damages the behamics brand is a material breach of this Agreement.

             9. Limited Warranty and Disclaimer of Liability

The Provider warrants only the performance warranty

1. Provider warrants that the Services, when accessed and used in accordance with the terms of this Agreement, will substantially conform to the then-current product descriptions (“Performance Warranty”). Provider makes no representations or warranties as to the availability or accessibility of the Services unless expressly stated in writing by Provider. Provider’s sole liability and Customer’s sole remedy for any breach of the Performance Guarantee shall be for Provider to use commercially reasonable efforts to bring the Services into substantial compliance with the Performance Guarantee. If Customer discovers a non-conformity, Customer shall promptly notify Provider specifying the problem and shall use reasonable efforts to assist Provider in reproducing or validating the problem.

For general information purposes only

2. The information and results provided by the Services are for general information purposes only. As between the Provider and the Customer, the Customer is responsible for ensuring that the results are applicable or appropriate for a particular situation and jurisdiction.

The Service is provided on the basis of information provided by the Customer

3. The Services may include integrations with services, applications, content and data provided by third parties (“Third Party Components”) that are accessed through the Services and are subject to the terms and conditions of such third parties. The Agreement does not apply to these Third Party Components and they are not part of the Services.

Third Party Artificial Intelligence Tools

4. Customer acknowledges and agrees that the Services may contain third-party artificial intelligence (AI) tools and data that may provide text, media content or other information. The Provider assumes no liability for the accuracy, reliability or completeness of data generated by third party AI services. The Customer is solely responsible for the use of the content received through the Services, including compliance with all applicable laws and regulations. In addition, the Customer is responsible for obtaining any necessary consents or permissions for the use of third party intellectual property that may be contained in the data or content accessible through the Services. The Provider shall not be liable for any consequences arising from the Customer’s use of the data or information obtained through the Services, and the Customer agrees to indemnify the Provider against any claims, damages or losses arising from such use.

The Provider shall be indemnified by the Customer in the event of problems in connection with Customer Content

5. Indemnification of the customer:

Customer shall indemnify and hold Provider harmless from, and at its option defend Provider against, any and all losses resulting from third party claims based on (i) Customer Content or (ii) Outputs or (iii) (A) negligence or willful misconduct of Customer or any Authorized User or (B) any use of the Services not authorized under this Agreement. (C) use of the Services in connection with any data, software, hardware, equipment or technology not provided by Provider or authorized in writing by Provider; or (D) modifications to the Services not made by Provider, provided that Customer may not settle any third party claim against Provider unless Provider consents to such settlement, and provided that Provider shall have the right, in its sole discretion, to defend or participate in the defense of any such third party claim with counsel of its choice.

Legal protection for claims

6. Exclusive remedy:
This section sets forth the Customer’s exclusive remedies and the Provider’s sole liability and obligation for actual, threatened or alleged claims that the Services infringe, misappropriate or otherwise violate any third party intellectual property rights. The maximum indemnification period is twelve months.

7. Limitations of Liability:
In no event shall Provider be liable under or in connection with this Agreement on any legal theory, including breach of contract, tort (including negligence), strict liability or any other theory of liability, for:
a. consequential damages, incidental damages, indirect damages, exemplary damages, special damages, exemplary damages or punitive damages;
b. increased costs, diminution in value or loss of business, production, revenue or profits;
c. loss of goodwill or reputation;
d. use, inability to use, loss, interruption, delay or recovery of data or breach of data or system security;
e. cost of substitute goods or services, whether or not the Provider has been advised of the possibility of such loss or damage or such loss or damage was otherwise foreseeable.

In no event shall Provider’s total liability arising out of or in connection with this Agreement under any legal theory, including breach of contract, tort (including negligence), strict liability or any other cause of liability, exceed the total amount of payments and payments due but not yet made to Provider under this Agreement in the twelve months preceding the event giving rise to the claim.

            10. Term and Termination

1.Term:
The term of this Agreement shall commence on the Effective Date and shall be indefinite. The Agreement may be terminated by either party by giving six months’ written notice to the end of a month, unless it may be terminated earlier in accordance with separate termination provisions between the parties. The provider may unilaterally decide which services and functions of the service are available to the customer.

2. Termination:
In addition to the other termination rights expressly stated in this agreement, the following shall apply:
The subscription shall be terminated if payment is 14 days in arrears

a. The Provider may terminate this Agreement upon written notice to the Customer if the Customer: (A) fails to pay any amount due and such late payment continues for more than 14 days after the Provider has served written notice; or (B) breaches any of its obligations under Section 2(2), Section 3, Section 5 or Section 6;

Termination

b. Either party may terminate this Agreement with effect from the date of written notice to the other party if the other party is in material breach of this Agreement and such breach: (A) cannot be remedied; or (B) can be remedied but remains uncured 30 days after written notice of the breach is given by the non-defaulting party to the defaulting party; or

c. Either party may terminate this Agreement with immediate effect by giving written notice to the other party if the other party: (A) becomes insolvent or generally unable to pay its debts as they become due 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 the subject of any proceeding, voluntary or involuntary, under any domestic or foreign insolvency law; (C) makes or attempts to make a general assignment for the benefit of its creditors; or (D) has applied for or appointed a receiver, trustee, custodian or similar agent appointed by a court of competent jurisdiction to manage or sell a substantial portion of its assets or business.

3. Termination clause due to cooperation with sanctioned companies.
The Provider reserves the right to terminate this Agreement with immediate effect and without further notice if it is determined that the Client has any direct or indirect business relationship, cooperation or transaction with any person, entity or organization that appears on any sanctions list issued by any government. This includes, but is not limited to, lists maintained by the Office of Foreign Assets Control (OFAC) of the U.S. Treasury Department, the United Nations, the European Union or other relevant sanctions authorities.

         11. Miscellaneous

This Agreement supersedes all previous agreements

1. Entire Agreement:
This Agreement, together with the Order Form and all other documents incorporated by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements and representations and warranties, both written and oral, with respect to such subject matter.

2. Notices:
All notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each, a “Notice”) shall be in writing and addressed to Provider at the addresses set forth in this Agreement and to Customer at the address set forth in the Order Form (or such other address as may be specified by the notifying party from time to time in accordance with this Section). All notices must be delivered by personal service, nationally recognized overnight courier (with all charges prepaid), facsimile or email (with confirmation of transmission), or certified mail (in each case with return receipt requested and postage prepaid). Except as otherwise provided in this Agreement, a notice shall be effective only: (i) upon receipt by the receiving party; and (ii) if the party giving the notice has complied with the requirements of this Section. Notwithstanding the foregoing, Customer agrees that Provider may also provide notices to Customer through Customer’s account and/or postings on or through the features of the Service (and such notices shall be deemed delivered immediately).

3.Force majeure:
The Provider shall in no event be liable to the Customer and shall not be deemed to be in breach of this Agreement if it fails to perform or is late in performing its obligations under this Agreement if and to the extent that such failure or delay is due to circumstances beyond the reasonable control of the Provider, including but not limited to force majeure, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil disturbance, strike, work stoppage or slowdown or other industrial disruption or the enactment of any law or action by any governmental or public authority, including the imposition of any embargo.

4.Changes to the Agreement by the Provider:
Modifications and Amendments; Waiver. We may change the terms of this Agreement from time to time by posting the updated Agreement on the Site. You may review the most current version of this Agreement at any time on the Provider’s website or a successor URL provided by us. The revised terms will be effective immediately upon posting of the updated text on the Website. If you use the Services after that time, you will be deemed to have accepted the revised Terms

5. We also reserve the right to change the Services from time to time at our sole discretion.

6.Severability:
If any provision of this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the remaining provisions of this Agreement and shall not render such provision invalid or unenforceable in any other jurisdiction. Upon a determination that any provision or other term is invalid, illegal or unenforceable, the parties will negotiate in good faith to amend this Agreement to effectuate its original intent to the maximum extent possible in a mutually acceptable manner so that the transactions contemplated hereby may be consummated to the maximum extent possible as originally contemplated.

7.Survival:
The rights and obligations of the parties under this Agreement which by their nature or context are intended to survive the termination or expiration of this Agreement shall survive.

8. Applicable Law; Jurisdiction:
This Agreement shall be governed by and construed in accordance with Swiss law, without giving effect to any choice of law or conflict of law rules that would require or permit the application of the laws of any jurisdiction other than Switzerland. Any litigation, action or proceeding arising out of or relating to this Agreement or the licenses granted hereunder shall be brought exclusively in the courts of Switzerland, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such litigation, action or proceeding.

Customers may not assign responsibilities to other parties

9. Assignment:
Customer may not assign any of its rights under this Agreement or transfer any of its obligations under this Agreement, whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Provider, which consent may not be unreasonably withheld, conditioned or delayed. Any purported assignment or transfer in violation of this Section shall be null and void. Any assignment or transfer shall not relieve the assigning or transferring party of its obligations under this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

10. Cooperation:
Provider may, in its sole discretion, enter into partnerships with non-profit organizations and accredited digital marketing schools as part of its educational partnership program. The goal of such partnerships is to promote digital marketing education and training by providing customized access to the Services.

11. Export regulations and state rights:
Customer shall comply with all applicable federal laws, rules and regulations and perform all necessary obligations (including obtaining all necessary export licenses or other governmental approvals) that prohibit or restrict the export or re-export of the Services, the Results or any Customer Content outside of Switzerland and the United States. 

Each party shall be entitled to the legal protection

12. Equitable Relief:
Each party acknowledges and agrees that a breach or threatened breach of any of its obligations under Section 6 or, in the case of Customer, Section 2(2), would cause irreparable harm to the other party for which monetary damages would not be adequate compensation, that in the event of such breach or threatened breach, the other party shall be entitled to equitable relief, including a restraining order, injunction, specific performance, and any other relief that may be granted by a court without the necessity of posting a bond or other security or proving actual damages or the inadequacy of monetary damages. These remedies are not exclusive and are in addition to any other remedies available at law, in equity or otherwise.

13.Provider Information:
The provider is one of the following legal entities belonging to the behamics group of companies:
a. behamics AG, Davidstrasse 40, 9000 St.Gallen, Switzerland
b. behamics Inc, 447 Broadway, New York, NY, 10013 (“US branch”).

14. The services are provided by the US branch if the customer is from the USA.