Searchmark.ai Terms of Service

1. Acceptance of Terms

By using Searchmark’s online services and digital output — including AI-generated files, reports, relevancy rankings, judgements, and enhanced customer data (“Services”) — you (“User”) agree to these Terms of Service (“Terms”). If you do not agree, do not use our Services.

2. Description of Services

We deliver AI-based solutions designed to enhance search user experiences. Our software produces analytics, rankings, quality assessments, search enhancements, reports, software configurations, and code. Our Services are provided on an “AS IS” and “AS AVAILABLE” basis.

3. User Content & License

You retain ownership of your content. By submitting any data or materials (“User Content”) to our Services, you allow us to provide added value back to you. For example, you will likely receive substantial value from analyses, reports, or other output of our Services, which may include expansions, reconfigurations, or improvements upon User Content. You will realize any added value by using the Services, or outputs of the Services, through a broad, perpetual license. That is, you are granted a license to use the Services the outputs of our Services on a worldwide, perpetual basis subject to the limitations that you refrain from distributing or reselling our content. You grant a limited license to Searchmark to operate and provide the Services. Specifically, a non-exclusive, worldwide, royalty-free license to use, process, enhance, and display for our own internal purposes such content solely for providing and improving our Services.

4. Intellectual Property

All intellectual property rights in our algorithms, AI models, software, techniques, and proprietary technology remain exclusively with Searchmark. Nothing herein transfers any rights to you beyond a limited license to use our Services. When our Services produce, display, or deliver information, information that is not original User Content is and remains our intellectual property.

4.1 Reservation of Rights. Subject to the rights expressly granted to Customer in this Agreement, as between Searchmark and Customer, Searchmark reserves all right, title and interest in and to the Application Services and Searchmark Materials, including all related intellectual property rights, and all other products, works, software and technology created, used, or provided by Searchmark in connection with this Agreement, including any modifications, enhancements and improvements thereto.

4.2 Ownership and Use of Customer Content. Subject to the rights expressly granted to Searchmark in this Agreement, as between Searchmark and Customer, Customer reserves all right, title and interest in and to the Customer Content, including all related intellectual property rights. Customer hereby grants to Searchmark a non-exclusive, non-transferable right (except as expressly granted in this Agreement) and license to store, access, use, and transfer the Customer Content as described in this Agreement for the limited purposes of: (i) performing Searchmark’s obligations under this Agreement and any applicable Order Form; (ii) responding to service issues and requests for support; (iii) complying with Customer’s instructions; and (iv) maintaining and improving the Application Services. Searchmark may also use Customer Content in a de-identified and aggregated form (“Aggregated Data”) for Searchmark’s own business purposes, including use, duplication, modification, and creation of derivative works regarding usage and performance of Aggregated Data. Aggregated Data does not directly or indirectly identify Customer, End Users, or individual data subjects. Searchmark shall own all right, title and interest to the Aggregated Data and any derivative works thereof.

5. Payment Terms

5.1 Subscription Plans are billed in advance of the Subscription Term and automatically renew for an equivalent renewal term, at the end of the Subscription Term, unless otherwise stated in an Order Form. Customer may opt not to renew for an equivalent renewal term by writing to Searchmark at hello@searchmark or by contacting their Searchmark representative. Fees paid hereunder, including A La Carte Fees, are non-cancellable during a Term, are non-refundable and shall be billed in U.S. Dollars. Except as otherwise set forth in an Order Form, fees due hereunder will be billed to Customer’s credit card. Customer authorizes: (i) the card issuer to pay all such amounts and (ii) Searchmark (or its billing agent) to charge the credit card account until the Application Services are terminated as set forth herein; provided, however, that if payment is not received from the credit card issuer, Customer agrees to pay all amounts due upon demand. Customer understands and agrees that it must provide current, complete and accurate billing and payment information. Additionally, Customer agrees to pay all costs of collection, including attorney’s fees and costs, on any outstanding balance. In certain instances there may be banking or financial institution transaction fees or related charges, which Customer understands and agrees it shall be responsible to pay.

5.2 Taxes. Fees do not include any local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, “Taxes”). Customer is responsible for payment of all Taxes associated with its purchases hereunder (excluding taxes based on Searchmark’s net income or property), and any related penalties and interest. Customer will make all required payments to Searchmark free and clear of, and without reduction for, any withholding taxes. Customer will, upon Searchmark’s request, provide Searchmark with official receipts issued by appropriate taxing authorities, or such other evidence as Searchmark may reasonably request, to establish that such Taxes have been paid.

5.3 Credits. Searchmark may, at its sole discretion, choose to offer credits for the Application Services, including discount codes or promotional campaigns. Credits are non-transferable and do not have any monetary or cash value. Any credits can only be used to offset fees per the terms and conditions expressly identified by Searchmark and, unless otherwise stated by Searchmark, shall no longer be redeemable ninety (90) days from the date of issuance.

5.4 Failure of Payment. Searchmark will make considerable efforts to prevent any suspension, pause, or termination of product services. If Customer fails to pay fees within five (5) business days of Searchmark’s notice to Customer of a delinquent payment, in addition to other available remedies, Searchmark reserves the right to suspend or terminate access to the Application Services and delete the Customer Content.

6. Disclaimers & Limitation of Liability

Our Services are provided without any warranties, express or implied, including but not limited to merchantability or fitness for a particular purpose. In no event shall Searchmark be liable for any indirect, incidental, or consequential damages. In no event shall our total liability shall ever exceed the fees paid for the Services during the 12 months preceding any claim.

7. Indemnification

You agree to indemnify, defend, and hold harmless Searchmark and its affiliates from any claims, losses, or damages arising out of your use (or misuse) of our Services or breach of these Terms.

8. Modifications & Termination

We may update these Terms from time to time. Continued use of our Services after such modifications constitutes acceptance of the updated Terms. We reserve the right to pause, suspend, or terminate your access immediately if you breach these Terms.

9. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of North Carolina without regard to conflict of law principles. Any disputes shall be resolved exclusively in the state or federal courts located in North Carolina, and you consent to personal jurisdiction therein.

10. Entire Agreement

These Terms constitute the entire agreement between you and Searchmark regarding your use of our Services. If any provision is deemed unenforceable, the remaining provisions will continue in full force and effect.

11. AI Inputs and Outputs

11.1 You retain all right, title, and interest (including all intellectual property rights) in and to any Input. You are granted a broad, permissive license to use and improve upon any Output. This license grants you an irrecoverable, perpetual license to use the Output for virtually any commercial purpose with the express, narrow limitations of resistribution. That is, you may not publish or otherwise redistribute Output beyond your organization or make available, or cause to make available Output under an open source license.

11.2 We are far more interested in the ability to provide Output to you than the Output itself. It is conceivable that Output improperly redistributed beyond your organization could cause reduced need throughout the market. Simply, this is why we insist on the license as described. Should you or your legal team need any clarification whatsoever, please contact us by email which is provided below.

11.3 Searchmark may at its sole discretion use a subprocessor for the AI Features, e.g. OpenAI L.L.C. (“OpenAI”), and any subprocessor is bound by appropriate contractual obligations, most commonly a prohibition from utilizing Inputs or Outputs to train or improve its models for its own purpose.

11.2 Inputs

11.2.1 Your Responsibilities. You are solely responsible for your Inputs. You must not submit any Inputs that violate the intellectual property rights of third parties, applicable law, the Agreement, or this Addendum.

11.3 Outputs

11.2.1 Your Responsibilities. You are solely responsible and use of the Outputs, and for ensuring your use of the Outputs: (i) does not violate or infringe a third party’s intellectual property rights, (ii) does not violate applicable law, and (iii) is not in breach of the Agreement and this Addendum.

11.2.2 Similarity of Outputs You are solely responsible and use of the Outputs, and for ensuring your use of the Outputs: (i) does not violate or infringe a third party’s intellectual property rights, (ii) does not violate applicable law, and (iii) is not in breach of the Agreement and this Addendum.

11.2.3 Disclaimer YOU ACKNOWLEDGE THAT OUTPUT IS GENERATED BY MACHINE LEARNING CAPABILITY, AND WE MAKE NO WARRANTY OR GUARANTEE AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF THE OUTPUT. MIXPANEL WILL HAVE NO LIABILITY ARISING FROM YOUR USE OF THE AI FEATURES OR ANY ERRORS OR OMISSIONS CONTAINED IN THE OUTPUTS.

12. Definitions

12.1 "Affiliate" means an entity that directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party. As used herein, “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of fifty percent (50%) or more of the voting equity securities or other equivalent voting interests of the entity.

12.2 "Application Services" means the online, web-based, and mobile-based applications provided by Mixpanel through a Mixpanel Site, ordered by Customer’s selection and acceptance of a Subscription Plan by means of (i) the online purchasing process on a website operated by Mixpanel or its Affiliates or (ii) an executed Order Form.