Last Updated: September 19th, 2023
These Terms of Service (these “Terms”) contain the general terms and conditions that apply to customers, users, and visitors (collectively, “users,” or “you”) of Positional’s services, including those made available through this website, such as access to online ordering, contact us features, and the Positional platform, as well as other digital resources and communications (collectively, the “Services”). ContainIQ, Inc., doing business as and referred to herein as “Positional”, is a corporation organized and operating under the laws of the State of Delaware, having its principal place of business at 677 King Street, 3rd Floor, Charleston, SC 29403.
By using Positional’s services, such as by using the Content Planner, Internals, Competitor Research, Keyword Clustering, Content Analytics, or AutoDetect toolset, you accept and agree to be bound by and abide by these terms. By using this service you represent and warrant (a) you are eighteen(18) years of age or older; (b) you have good right, title, and authority to enter into these terms on your own behalf and on behalf of any entity or person whom you purport to represent (which entity shall be considered part of you for purposes of these terms); (c) the use of these services and the entering into of these terms has been duly authorized and approved by any entity or person whom you represent; and (d) effective as of the date you first use the services, these terms constitute valid and binding obligations enforceable against you as described herein. If you do not agree to these terms or if you are unable to make the foregoing representations and warranties, you must not use Positional’s services.
1. GRANT OF LICENSE
The services, including all displays, images, video, and audio, as well as the design, selection, and arrangement thereof, are owned and provided by Positional.
Positional hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, worldwide license to use the services subject to the restrictions in these terms. Positional expressly reserves any rights not expressly granted herein. You are solely responsible for any hardware, software, and telecommunications necessary to access the services, and Positional makes no warranty or guarantee that the services will always be available or will not change.
2. LICENSE AND USE RESTRICTIONS
Except as expressly authorized under these terms, you may not:
- copy, modify, or create derivative works of the services, in whole or in part;
- rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the services;
- reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the services, in whole or in part;
- remove any proprietary notices from the services;
- use the services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;
- combine or integrate the services with any software, technology, services, or materials not authorized by Positional;
- design or permit any applications to disable, override, or otherwise interfere with any Positional communications to end users, consent screens, user settings, alerts, warnings, or the like;
- use the services to replicate or attempt to replace the user experience of the services in another application;
- attempt to cloak or conceal your identity when requesting authorization to use the services;
- use the services within the European Union or to track persons in the European Union without the prior written approval fromPositional;
- use the services in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email (“spam”), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities; or
- use the services in any manner that Positional determines in its reasonable discretion is abusive or harmful.
You also agree that you shall only use the services in a manner that complies with all applicable laws, rules, and regulations in the jurisdictions in which you use the services and/or where the persons to whom the data pertains are located, including, but not limited to, any applicable state specific or country specific privacy laws. Additionally, you agree not to violate or infringe on the rights of any third party. Any such forbidden use shall immediately and automatically terminate your license to use the services without notice.
You shall agree to implement appropriate technical and organizational measures to ensure the appropriate security and storage of collected Personal Data.
3. PLANS AND BILLING
By purchasing any plan, you acknowledge that your plan has an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to cancellation. Your plan will be automatically extended for successive periods at the then-current rate. Changes to the current rate will be communicated to users via email, at least 30 days ahead of the scheduled rate change.
Plan periods are based on the plan you purchase, such as the Power, and Enterprise packages. For customers using the Power plan, services are available when you sign up, and after the initial $250.00 is paid for the first month’s subscription. Power plan users will be billed $250.00 every 30 days.
To cancel your plan immediately, you can cancel directly inside Stripe using the billing access link provided at registration. You may also email support at email@example.com, and your plan will be canceled within 24 hours.
Positional may submit monthly charges without further authorization from you until you provide at least 24 hours’ prior notice that you have terminated this authorization or wish to change your payment method.
If you cancel your plan during the middle of a billing period, your subscription will remain active for the remaining portion of your subscription. We reserve the right to revoke your plan at any time. Membership is void where prohibited by law.
Terms of payment are within our sole discretion, and payment must be received by us. If paying by credit card, you represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Site at the time of your order. You further agree to keep us up to date with accurate contact and payment information. You are responsible for any fees or charges your issuing bank or credit card provider may charge you. If your payment to us is returned for any reason, we may bill your account again directly and seek payment by any other method.
We may offer promotions on the services that may affect pricing and that are governed by terms and conditions separate from these terms. If there is a conflict between the terms for a promotion and these terms, the promotion terms will govern.
4. TERM AND TERMINATION
These terms shall apply so long as you are using the services. Positional may terminate your access to the services at any time for any or no reason. Upon termination of your access to the services, you shall immediately discontinue use of the services. These terms shall survive termination of the services to the extent applicable.
5. USERNAME AND PASSWORD
We have the right to disable any user name, password, or other identifier, whether chosen or provided, at any time in our sole discretion for any or no reason, including, without limitation, if, in our opinion, you have violated any provision of these terms.
6. MODIFICATION OR DISCONTINUATION OF SERVICES
Positional may, in its sole discretion and at any time, modify or discontinue the services in whole or in part. For modified services, you may be requested to accept a modification or new terms when you log in to your account. If you do not accept the amended terms, you will not have access to the services. Positional may discontinue its services at any time without notice. Any dated information is published as of its date only, and we do not undertake any obligation or responsibility to update or amend any such information. Upon immediate discontinuation of services by Positional, Positional will provide a pro-rated refund for your remaining subscription period.
7. PROPRIETARY RIGHTS
The services, including, without limitation, any of Positional’s Internet operations, design, content, hardware designs, algorithms, software (in source and object forms), user interface designs, other templates and designs, including, without limitation, templates and designs of goods offered or sold, algorithms, architecture, class libraries, and documentation (both printed and electronic), know-how, goodwill, moral rights, trade secrets, and any related intellectual property rights throughout the world, and any derivative works, improvements, modifications, enhancements or extensions thereof shall remain the sole and exclusive property of Positional, and you shall have no interest in them whatsoever.
All rights, titles, and interests in and to the services, except for information and content generated by you and third parties, are and will remain our exclusive property. Our intellectual property rights in the services are protected by copyright and trademark laws of the United States and international treaties, as well as other domestic and international laws. Nothing in these terms gives you a right to use our trademarks, logos, domain names, and other distinctive brands. There is also nothing in these terms that gives you the right to copy the services, to copy any feature or portion of the services, or create a derivative of the services, all of which is expressly prohibited. Any feedback, comments, or suggestions you may provide regarding the services are entirely voluntary, and we will be free to use your feedback, comments, or suggestions as we see fit and without any obligation or approval to you whatsoever.
8. SUBMISSIONS OF OTHERS
You are solely responsible for the contents of your transmissions through the services. Your use of the services is subject to all applicable local, state, national, and international laws and regulations and the license and use restrictions set forth above.
You agree to monitor the use of the services by any other person, whether an employee, agent, or otherwise, who is acting on your behalf, at your direction, or using your online account, for any activity that violates applicable laws, rules, and regulations or any of these terms, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of the services from further use of the services. You agree to provide a resource for users of the services to report abuse of the services at your operations. As between you and us, you are responsible for all acts and omissions of your end users in connection with yours and their use of the services. You agree that you are solely responsible for posting any privacy notices and obtaining any consent from your end users required under applicable laws, rules, and regulations for their use of the services, and you represent and warrant that you have provided such notices and obtained such consents before submitting or allowing end users to submit information to us.
You agree to immediately notify Positional of and indemnify and hold Positional, its parents, subsidiaries, affiliates, officers, and employees, harmless from any claim or demand, including reasonable attorneys’ fees made by any third party (including actions by government authorities) due to or arising out of your use of the services, (including the unauthorized use of your account or any other breach of security attributable to your use of the services), the violation of these terms by you, or the infringement by you, or another user using your computer, on any intellectual property or other right of any person or entity.
10. DISCLAIMER OF WARRANTIES
You understand and agree that we cannot and do not guarantee or warrant that files available for downloading from the Internet or the services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE SERVICES OR ANY OTHER SERVICE OR WEBSITE LINKED TO THE SERVICES.
YOUR USE OF THE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER POSITIONAL NOR ANY PERSON ASSOCIATED WITH POSITIONAL MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER POSITIONAL NOR ANYONE ASSOCIATED WITH POSITIONAL REPRESENTS OR WARRANTS THAT THE SERVICES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, POSITIONAL HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER THE APPLICABLE LAW.
11. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL POSITIONAL, ITS AFFILIATES, OR ITS LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE ONLINE SERVICES, ANY WEBSITES OR SERVICES LINKED TO IT OR ANY CONTENT OR SERVICES ON THE ONLINE SERVICES OR SUCH OTHER WEBSITES OR SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. Positional’s aggregate liability arising out of or relating to your use of the services or these terms will not exceed the total amounts paid or payable by you to Positional for the relevant services in the twelve (12) months prior to the incident giving rise to the dispute.
Unless otherwise provided herein notices given byPositional to you will be given by email. Notices will be sent to the email address you provide to Positional as part of the registration process, or to updated addresses that you provide to Positional via notice consistent with this paragraph. Notices given by you to Positional must be given by email to firstname.lastname@example.org or such updated address and number as Positional may provide you consistently with this notice provision. Notwithstanding anything herein to the contrary, it is your sole responsibility to update your address for notices hereunder, and notice sent to the email address last provided by you to Positional shall be valid and binding on you regardless of whether such address has been changed, canceled, has expired, has been terminated, or otherwise becomes inoperative.
13. GOVERNING LAW
These terms shall be governed by and construed in accordance with the laws of the State of Delaware, notwithstanding any conflict of law's provisions. You irrevocably and unconditionally: (i) consent to submit to the exclusive jurisdiction of the state and federal courts of South Carolina located in Charleston County (the “South Carolina Courts”) for any litigation or controversy arising out of or relating to these terms, (ii) agree not to commence any litigation arising out of or relating to these terms except in theSouth Carolina Courts and (iii) agree not to plead or claim that such litigation brought therein has been brought in an inconvenient forum.
If any provision of these terms is held by a court of competent jurisdiction to be contrary to law, then such provision shall be construed, as nearly as possible, to reflect the intentions of the parties, with the other provisions remaining in full force and effect. Any failure to exercise or enforce any right or provision of these terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to in writing. The section titles in these terms are solely used for the convenience of the parties and have no legal or contractual significance. These terms may be assigned in whole or in part by Positional. These terms may not be assigned in any manner by you without the express, prior written permission of Positional.
Our failure to enforce any right or provision of these terms will not be deemed a waiver of such right or provision. Any waiver will be in writing and signed by the waiving party.
We may revise these terms at any time at our sole discretion by posting such revised terms on the terms page (i.e., this webpage that you are currently viewing) or elsewhere on this site. Please review the terms on a regular basis for changes. Continued use of our services following any change constitutes your acceptance of the change.
If you have questions regarding these terms, please contact us at email@example.com.