SerpXai Terms of Service

Revised: July 3, 2024

This document constitutes the terms of use of SerpXai service (the Terms) as set forth in Exhibit A (the Service), which govern the legal relationship between DICE ROLL SOLUTIONS LTD, a Cyprus company with registered office in 1, ANASTASIOU Sioukri, Themis Tower, 4th floor, office 402, 3105, Limassol (the Marketer), and you (the Client).

The current version of the Terms is available on the Internet at https://serpxai.com/terms-of-service.

Please read the Terms carefully. By accessing or using the Service, including by registering, you acknowledge that you have read, understand, and agree to be bound by all of these terms and conditions. If you do not agree and/or accept the Terms, then you must stop using the Service immediately.

REQUIRED GUARANTEES

By agreeing to the Terms, the Client confirms and guarantees:

If the Client is a company: (1) its legal capacity; (2) the Terms are accepted by the authorized representative; (3) when registering and using the Service, the credentials are accurate and assumes full responsibility for their accuracy, completeness, and reliability;
If the Client is an individual: (1) his legal capacity; (2) reaching the age of 18; (3) when registering and using the Service, the credentials and personal data are accurate and assumes full responsibility for their accuracy, completeness, and reliability.

The Marketer has the right to process the personal data provided by the Client in order to fulfill the provision of the Service, and the Client confirms his consent to this by accepting the Terms.

GENERAL PROVISIONS

Service. As part of the provision of the Service, the Marketer provides the Client with access to the SerpXai marketing tools.

Verification. Before starting to provide the Service, the Marketer has the right to request information and documents from the Client (including links to websites). The Marketer has the right to refuse to provide the Service to the Client if the specified data is not provided or if the data does not comply with the requirements of the applicable law, Terms, or the Marketer.

Settings. The Marketer has the right to monitor the Service settings and adjust them in order to optimize the operation of the Service and improve the results of such use for the Client, and the Client will not doubt the competence of the Marketer and trusts the choice of strategy for providing the Service.

Statistics. The functionality of the Service allows the Client to inspect statistics on the operation of the Service. The frequency of statistics upload is determined by the Marketer independently and can range from 1 to several times a day for primary parameters (number of successful transitions) and from 1 to 5 days for secondary parameters.

Client's Integrity. The Client has the right to use the Service in relation to his own websites or websites owned by third parties, but in relation to which the Client has received the appropriate rights or the right to use the Service. The Client guarantees the legality of using the Service in relation to the websites and bears sole and full responsibility for any claims of third parties in connection with such use.

If the Client provides the Marketer with any other material for the purpose of using the Service, the Client promises that this material does not infringe on someone else’s intellectual property rights.

Trial Credits. The Marketer has the right to provide the Client with free Trial Credits for the purpose of demonstrating the functionality of the Service. The restrictions on the use of Trial Credits are specified on the website https://serpxai.com/. The Marketer has the right, but not the obligation, to agree on other conditions for using the Trial Credits at his own discretion.

Cooperation. The Marketer shall use the Marketer's best efforts in the performance of the Marketer's obligations under the Terms. The Client shall provide such access to its information and property (if necessary) as may be reasonably required in order to permit the Marketer to perform Marketer's obligations hereunder. The Marketer shall cooperate with the Client’s personnel, shall not interfere with the conduct of the Client’s business and shall observe all rules, regulations, and security requirements of the Client concerning the safety of persons and property.

REGISTRATION

In order to receive the Service, the Client registers on the website https://serpxai.com/ by creating an account. The required registration data is indicated in the appropriate sign-up field. The fact of registration or any other accessing or using the Service means the Client’s full acceptance of the Terms.

After successful registration, any actions performed using the Client's account are recognized as committed personally by the Client.

The Client assumes all possible risks associated with his actions to make mistakes, inaccuracies in the data provided during registration, and is responsible for the safety and confidentiality of the account’s credentials and is not entitled to disclose them.

By starting to use the Service, including when going through the registration procedure, the Client agrees:

to the processing of the personal data provided by him in accordance with the provisions of the Privacy Policy;
to receive advertising and marketing messages about the Service from the Marketer to the email address specified during registration.

In the event of change in the credentials or other data provided to the Marketer, as well as unauthorized access to the account, the Client is obliged to immediately inform the Marketer by email [email protected].

PAYMENT

Service Cost. The Marketer’s monthly remuneration is based on the number of the Credits used by the Client during the reporting month. The cost of one Credit is $0.2 (USD). The Credits means unit of payment for the Service. One Credit is equal to one successful base transaction. The base transaction is determined by the Client based on the list of possible transactions provided by the Marketer (for example: base transaction = one click (PPC)).

The remuneration is paid by providing deposits in the following order:

to start using the Service (including after exhaustion of the Trial Credits): the Client makes a deposit of $500 (USD) to his account, which is spent on the Credits;
to continue using the Service (after the deposit has been fully spent): the Client replenishes his account with at least $200 (USD), which is spent on the Credits.

The Marketer suspends the ability to use the Service without losing access to the Client's account until the Client replenishes the deposit in the event that the deposit is exhausted.

Invoices. The Marketer will invoice the Client monthly. The Client agrees to pay the amount owed within 10 days of receiving the invoice. Payment after that date will incur a late fee of 2.0% per month on the outstanding amount.

Refund. The Marketer will return the unspent deposit to the Client within 15 business days if the Client refuses to use the Service explicitly.

Report. At the end of each month, the Marketer provides the Client with a report on the number of the Credits used and the amount of the deposit spent. The report will be available in the Client's account.

Special Conditions. A written agreement may be reached between the parties on a different procedure for paying the Marketer's remuneration.

Benefits. The Marketer and its employees shall not be entitled to any benefits, coverages, or privileges, including, without limitation, health insurance, social security, unemployment, medical, or pension payments, made available to employees of the Client.

INTELLECTUAL PROPERTY RIGHTS

All objects available when using the Service, including: design elements, text, graphics, illustrations, videos, audio files (audio works), and any other objects (the Content of the Service) are objects of the exclusive rights of the Marketer or other copyright holders, but with respect to which the Marketer has obtained appropriate and sufficient rights to enter into and execute the Terms.

The Marketer grants the Licensee the right to use the Service, in connection with which the Client is obliged:

refrain from any actions that violate the rights of the Marketer or third parties to the results of intellectual activity, in particular, do not copy, record, reproduce, distribute any results of the intellectual activity of the Licensor or third parties without written permission (unless such permission is expressly indicated in the Terms);
immediately notify the Marketer of any known facts of violation of the exclusive rights of the Marketer or third parties.

The Terms do not provide for the assignment by the Marketer to the Client of any exclusive rights or the issuance of an exclusive license to any elements of the Content of the Service or the Service as a whole.

CONFIDENTIAL INFORMATION

Overview. This Section has special restrictions on how the Client and the Marketer must handle confidential information (the Confidential Information). These obligations are explained in this Section.

For purposes hereof, the Confidential Information shall mean, by way of illustration and not limitation, all information, whether or not in writing, whether or not patentable and whether or not copyrightable, of a private, secret or confidential nature, owned, possessed or used by the disclosing party, concerning the disclosing party’s business, business relationships or financial affairs, including, without limitation, any invention, formula, vendor information, customer information, apparatus, equipment, trade secret, process, research, report, technical or research data, clinical data, know-how, computer program, software, software documentation, hardware design, technology, product, processes, methods, techniques, formulas, compounds, projects, developments, marketing or business plan, forecast, unpublished financial statement, budget, customers etc.

Client’s Confidential Information. The Marketer may come across, or be given, the Client’s information that is confidential. The Marketer promises to treat this information as if it is the Marketer's own confidential information. The Marketer may use this information only for the purposes of the Terms, but not for anything else. The one exception to this is if the Client gives the Marketer written permission to use the information for another purpose, the Marketer may use the information for that purpose, as well.

Marketer’s Confidential Information. The Client may come across, or be given, the Marketer’s information that is confidential. This is information like all data of a technical, industrial and commercial nature (presented orally, visually or in writing) and other information that is private. Among other things, the confidential information of the Marketer includes information regarding the algorithms and operation of the Service, its interfaces, and constituent components. The Client promises to treat this information as if it is the Client's own confidential information. The Client may use this information only for the purposes of the Terms, but not for anything else.

Third Party Confidential Information. It’s possible the Client and the Marketer each have access to confidential information that belongs to third parties. The Client and the Marketer each promise that it will not share with the other party confidential information that belongs to third parties unless it is allowed to do so. If the Client or the Marketer is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.

Extras. When the Terms cease to apply for any reason (termination, refusal of the Client or the Marketer), the receiving party must give back or destroy all confidential information and confirm that it has done so. The receiving party promises that it will not share confidential information with a third party unless the disclosing party gives the receiving party written permission first. The receiving party must continue to follow these obligations, even after the Terms end. The receiving party's responsibilities only stop if the receiving party can show any of the following:

that the information was already public when the receiving party came across it;
the information became public after the receiving party came across it, but not because of anything the receiving party did or didn’t do;
the receiving party already knew the information when the receiving party came across it and the receiving party didn’t have any obligation to keep it secret;
the third party provided the receiving party with the information without requiring it to keep it a secret; or
the receiving party created the information on its own, without using anything belonging to the disclosing party.

WARRANTY AND LIABILITY

Mutual Warranties. The Parties warrant that they:

are not bound by any agreements that prevent the conclusion of the Terms and the fulfillment of obligations at the time of the conclusion hereof;
comply with the provisions regarding Confidential Information as specified in Section 6;
perform their duties in accordance with the Terms in good faith.

Indemnity.

Overview. This Clause transfers certain risks between the parties if a third party sues or goes after the Client or the Marketer or both. For example, if the Client gets sued for something that the Marketer did, then the Marketer may promise to come to the Client’s defense or to reimburse the Client for any losses.

Client Indemnity. The Marketer agrees to indemnify the Client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third party claim or proceeding arising out of the Service provided hereunder, violation of its obligations under the Terms or violation of applicable law, violation of mutual guarantee.

Marketer Indemnity. The Client agrees to indemnify the Marketer (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third party claim or proceeding arising out of the violation of the Terms including intellectual property rights related to the violation by the Client of the provisions of the Terms, violation of its obligations under the Terms or violation of applicable law, violation of mutual guarantee.

Limitation of Liability. Notwithstanding anything to the contrary contained elsewhere herein, neither party shall be liable to the other for any consequential, special, incidental, indirect, or punitive damages of any kind or character, including, but not limited to, loss of use, loss of profit, loss of anticipated profit, loss of bargain or loss of revenue, however arising hereunder or as a result of, relating to, or in connection with the Service and the parties’ performance of the obligations hereunder, and no such claim shall be made by any party against the other regardless of whether such claim is based or claimed to be based on negligence (including sole, joint, active, passive, or concurrent negligence, but excluding gross negligence), fault, breach of warranty, breach of agreement, breach of contract, statute, strict liability, or any other theory of liability.

NOTICES

Over the course of the Terms, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the address that the party has provided as an appropriate address to receive notice.

The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows:

if delivered personally, it is considered received immediately;
if delivered by email, it is considered received upon acknowledgement of receipt;
if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt.
If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered.
If the notice is received after 5:00 pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00 am on the next business day.

MISCELLANEOUS

Validity. The Terms come into force from the moment of acceptance by the Client performing the actions provided for in Clause 3.2, and shall continue indefinitely until:

termination of the Terms; or
expiration of the exclusive right to the Service, whichever occurs first.

Termination. The Terms may be terminated:

at any time upon the mutual written consent of the parties hereto;
automatically if the Client has not made any payments during the last 6 months and has not performed any actions using the Service;
early by either party by sending a notice to another party at the email. In such event, the Terms will end in 7 days. The Terms officially end once that time has passed;
by the non-breaching party, upon 24 hours prior written notice to the breaching party if the breaching party has materially breached the Terms. If the breaching party is the Client, then the Client’s access to the Service is terminated without the right of restoration, and re-registration under other credentials is prohibited.

Survival. The Sections from 5 to 8 shall survive the expiration or termination hereof.

Force Majeure. Neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including acts of war, acts of God, earthquake, flood, fire, embargo, riot, sabotage, or failure of third-party power or telecommunications networks, provided that the delayed party:

gives the other party prompt notice of such cause, and
uses its reasonable commercial efforts to promptly correct such failure or delay in performance.

Independent Contractor. The parties shall be deemed independent contractors for all purposes hereunder.

Non-Solicitation. During the 6 months thereafter, neither party shall not, either alone or in association with others: solicit, or permit any organization directly or indirectly controlled by the one party to solicit, any employee of other party to leave the employment of the other party, or solicit or permit any organization directly or indirectly controlled by the one party to solicit any person who is engaged by the other party.

Subcontractors. The Marketer may use trusted contractors to complete components of the Marketer’s obligations hereunder, provided that the Marketer shall remain solely responsible for such contractors’ performance, that the Client shall have no obligation to such contractors and the use of such contractors shall not cause any increase in fees, costs or expenses that would otherwise be payable hereunder.

No Waiver. Marketer’s failure to exercise or enforce any right or provision of the Terms shall not operate as a waiver of such right or provision.

Written Contract. The Marketer reserves the right to require the Client to conclude a written contract in the form of a single document in the form of the Marketer. In case of non-fulfillment of the specified requirement, the Marketer has the right to immediately terminate the Terms.

Governing Law. These Terms and use of the Service are governed by and construed in accordance with the laws of Cyprus (other than any principle of conflict or choice of laws that would cause the application of the laws of any other jurisdiction).

Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising hereunder, a party may demand that the dispute be resolved by the competent court of Cyprus, Limassol.

Severability. If any provision of the Terms is determined to be unenforceable or void by a court of competent jurisdiction, that provision will be severed from the Terms and shall not affect other terms that will remain in full force and effect.

Changes. The Terms may be changed and/or supplemented by the Marketer unilaterally at any time. At the same time, continued use of the Service after making changes and/or additions to the Terms means the Client's consent to such changes and/or additions, in connection with which the Client undertakes to regularly monitor changes that are posted on the Internet at https://serpxai.com/terms-of-service.

Contact. If you have any questions about the Terms, You could write a letter at the email [email protected].

EXHIBIT A. SERPXAI

This Exhibit A is an integral part of the Marketer Terms of Service and contains the terms and conditions of use of the Service – SerpXai. Please ensure that You read all Sections of Exhibit A carefully. If You do not agree with the provisions of Exhibit A in whole or in part, please do not use the SerpXai and its functionality.

DESCRIPTION.

SerpXai the marketing tool (software) that is automated by the Marketer and integrated with AI technologies that allows to promote Client's websites on Google (increase organic traffic, growth of positions in the Google search engine results page), sells to the Client affiliate traffic directed from Google search to the Client's websites. The Service is provided with the right to change settings.

COOPERATION.

The Marketer sets up the Service by default (limit of conversions per day, increasing the limit of conversions with a positive result, etc.), based on the information and reasonable expectations specified by the Client. After providing the settings, the Client has the right to change the parameters of the Service at his own discretion. After changing any default settings transmitted by the Marketer, the Marketer does not bear any responsibility for the result of the Service and transactions. By transaction, the parties understand the number of successful transitions using the Service settings from the search engine to the Client’s website. The Marketer has the right to control the results of the Service (achieving reasonable results) and, if necessary, independently adjust / advise adjusting the Service settings set by the Client in order to improve the operation of the Service. The Client acknowledges that his reasonable expectations may not coincide with the result after using the Service and the Marketer is not responsible for this to the extent permitted by law. The Marketer shall use the Marketer's best efforts in the performance of the Marketer's obligations under this Exhibit A. The Client shall provide such access to its information and property as may be reasonably required in order to permit the Marketer to perform the Marketer's obligations hereunder. The Marketer shall cooperate with the Client’s personnel, shall not interfere with the conduct of the Client’s business and shall observe all rules, regulations and security requirements of the Client concerning the safety of persons and property.

AVAILABILITY.

The Service is provided subject to technical availability. The Marketer has the right to refuse to provide the Service.