Service and License Agreement

This Service and License Agreement (this “Agreement”) is a binding agreement between you (“you” or “Licensee”) and Zyra App LLC (“Zyra”). By filling out an order form for an account on the Zyra site or otherwise, you agree to be bound by the terms of this Agreement.

ZYRA PROVIDES THE SERVICE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM. BY CLICKING THE “ACCEPT” BUTTON YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE 18 YEARS OF AGE OR OLDER; AND (II) IF LICENSEE IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE AND BIND LICENSEE TO ITS TERMS.

LICENSEE UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ZYRA HAS NO CONTROL OVER THE POLICIES OR OPERATIONS OF SEARCH ENGINES, PARTICULARLY WITH RESPECT TO THEIR SEARCH ENGINE ALGORITHMS, THE TYPES OF SITES OR CONTENT THEY ACCEPT, AND HOW THEY RANK THEM NOW OR IN THE FUTURE. ACCORDINGLY, ZYRA DOES NOT GUARANTEE ANY SEARCH ENGINE PLACEMENT UNDER THIS AGREEMENT.

1. Term

This Agreement and the license granted hereunder shall commence on the establishment of Licensee’s account with Zyra, and remain in effect during any trial period specified on the order form, if any, and for any subsequent term for which payment is successfully made until terminated as set forth in this Agreement. Upon expiration of each such term, this Agreement will automatically renew for additional periods of the same duration, until terminated. You may terminate at any time, and the termination will be effective at the end of the then-current term.

2. License Grant and Scope

Subject to and conditioned upon payment of the applicable fees and Licensee’s strict compliance with all terms and conditions set forth in this Agreement, Zyra hereby grants to Licensee a non-exclusive, non-transferable, non-assignable, non-sublicensable, limited license during the term of this Agreement to use the Service and Documentation, solely as set forth in this Section and subject to all conditions and limitations set forth in this Agreement.

4. Use Restrictions

Licensee shall not directly or indirectly: (a) use the Software or Documentation beyond the scope of the license granted; (b) provide any third party with access to or use of the Service; (c) modify, translate, adapt, or create derivative works of the Service; (d) reverse engineer, disassemble, decompile, or decode the Software; (e) remove any intellectual property notices; (f) rent, lease, sell, sublicense, or distribute the Service; (g) use the Service in violation of any law; or (h) use the Service for competitive analysis.

9. Payment

After expiration of any trial period, fees for use of the Service are payable in advance and are non-refundable. Zyra will charge the credit card specified by Licensee. Licensee expressly agrees that Zyra is permitted to charge Licensee’s credit card for the applicable fees, taxes and any other charges incurred in connection with use of the Service.

11. Termination

Licensee may terminate this Agreement at any time by cancelling its account. Upon such event, Licensee may continue to use the Service until expiration of the then-current term. Zyra reserves the right to suspend or terminate access at any time. Upon termination, the license shall terminate, and Licensee shall cease using the Service. No termination shall entitle Licensee to any refund.

12. Disclaimers

THE SERVICE AND DOCUMENTATION ARE PROVIDED TO LICENSEE “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ZYRA EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE AND DOCUMENTATION.

13. Limitation of Liability

IN NO EVENT WILL ZYRA OR ITS AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. ZYRA’S COLLECTIVE AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNT PAID WITHIN TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

17. Miscellaneous

This Agreement shall be construed in accordance with and governed by the laws of the State of Illinois. Any dispute shall be settled exclusively by arbitration conducted by the American Arbitration Association. Neither this Agreement nor any part may be assigned or transferred by you. This Agreement is a complete and exclusive statement of the rights and liabilities of the parties.