Semrush App Center Partner Agreement

This Semrush App Center Partner Agreement (“Agreement”) applies to your (“App Partner”) use of the Semrush Products (defined below). By signing up for a Semrush account or App Partner account, accessing the App Center, marketplace or other Semrush platform, portal, product, service, application or website (“Semrush Products”) or otherwise offering to make available or making available an App Partner Product (defined below) on any Semrush platform, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions of this Agreement, in addition to any other terms and conditions or policies provided by Semrush related to such Semrush Products, including the Semrush Privacy Policy, Semrush App Center technical, onboarding, approval, testing, and security requirements, policies and procedures, and, if provided to you by Semrush, the Semrush Data Processing Agreement (collectively, “Semrush Terms”). If you are acting on behalf of a business or other legal entity, you represent that you have the authority to bind such entity to the Semrush Terms.

Definitions
1. “App Center” means Semrush’s online platform for software applications, plugins and extensions that are designed to interoperate with Semrush Products as described more fully at www.semrush.com/apps or another URL we designate.
2. “App Partner Product” means your software application, website, product, and/or service or any features or functionality related thereto, including any integrations.
3. “App Partner Materials” means all content, information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that you incorporate into any App Partner Product or that are generated by any App Partner Product, or that you use for documentation, training, support, marketing, advertising or promotional purposes, excluding any Semrush Content.
4. “App Partner Marks” means your brand name, trademarks, service marks and logos.
5. “Customer” means a purchaser or user of any App Partner Product.
6. “Customer Data” means any data, content or information of a Customer or related to a Customer that is accessed, collected or otherwise processed by an App Partner Product, App Partner Materials or in connection with support provided to a Customer upon Semrush’s request.
7. “Intellectual Property Rights” means patent, copyright, trademark, database rights, moral rights, rights in know-how and trade secrets, and any other proprietary rights throughout the world, whether or not registered.
8. “Semrush” means Semrush Inc., a Delaware corporation having its principal place of business at 800 Boylston Street, Suite 2475, Boston, MA, 02199, USA (also “we”, “us” or “our”).
9. “Semrush Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into Semrush Products or that are generated by Semrush Products, or that we use for documentation, training, support, marketing, advertising or promotional purposes.
10. “Semrush Marks” means the “Semrush” name, registered and unregistered trademarks, service marks, logos, trade dress, trade names, product names, images, and slogans.
App Partner Product Onboarding, Approval, Testing and Security Requirements
1. You agree to submit all App Partner Products and App Partner Materials (including any integrations) to Semrush for testing, review and approval prior to release in the App Center in accordance with the Semrush onboarding requirements and procedures, including related to coding, configuration, compatibility, encryption and security, and including any updates to such requirements and procedures as Semrush may make from time to time. Such requirements and procedures shall be provided to you by Semrush via email, in your Semrush account, through a Semrush Product or other method.
2. You agree to complete, fully and accurately, any tests, questionnaires or assessments required by Semrush. You agree to promptly provide Semrush with all reasonably requested information related to distribution and use of the App Partner Products jointly with the Semrush Products, including appropriate documentation on the setup and configuration of the App Partner Products and, if applicable, any App Partner Materials.
3. In the event that your App Partner Product requires a customized integration to any third party data source, software, application or platform, such as, for example, through proxying or request relaying by Semrush, you will request such customized integration in advance. If Semrush provides such customized integration, you agree to be solely responsible for compliance with all terms and conditions and policies of such third party data source, software, application or platform. In addition, you represent and warrant that you have all rights and consents needed to authorize Semrush to provide such customized integration.
4. You agree to provide Semrush with your App Partner Product legal terms and privacy policy (which shall comply with all applicable laws and regulations, and with the Semrush Terms) so that Semrush may, in Semrush’s sole discretion, display such legal terms and privacy policy to Customers who access your App Partner Products and App Partner Materials through the App Center (or other Semrush Product).
5. You agree to release the App Partner Product in the App Center once it has been fully approved for release by Semrush. Semrush will use commercially reasonable efforts to market and promote the App Partner Product in the App Center (or other Semrush Product). You agree to send all marketing materials related to App Partner Product to Semrush for approval not less than ten (10) business days in advance of your intended use date; in no event shall App Partner use such materials until Semrush has approved them in writing.
6. You agree to provide Semrush with written notification as soon as possible and in no event later than forty-eight (48) hours of discovery, of any problem or technical issue that may adversely impact performance of the App Partner Products or of any errors in the App Partner Materials.
7. Semrush may reject or remove any App Partner Products or App Partner Materials that are determined by Semrush, in Semrush’s sole discretion, to be in violation of the Semrush Terms, any Semrush requirements or procedures or other laws or regulations.
Commissions to App Partner
1. Semrush will pay you the percent of the Monthly Net Revenue received by Semrush from Customers for the App Partner Product and any in-app purchases in the App Partner Product as set forth in the Semrush App Center Commission Schedule, which will be signed by you and Semrush or provided to you by Semrush via email, in your account on the Semrush platform or through another method.
2. “Monthly Net Revenue” means the payments actually received by Semrush from all Customers for the App Partner Product and any in-app purchases for the App Partner Product through App Center in any given month, less transaction fees, bank fees, credit card fees, taxes (including sales tax, value added taxes (V.A.T.) and other similar taxes but excluding deductions for taxes on Semrush’s corporate annual income), charges, duties, credits, chargebacks, refunds, royalties payable to others, and any other third-party fees. In the event that Semrush is legally required to withhold tax from payment to the App Partner, Semrush will provide the App Partner with copies of documentation evidencing the deposit of said withholding tax with the relevant tax authorities. Semrush will work to reduce or eliminate the withholding tax if the App Partner provides Semrush with the appropriate documents required to obtain coverage under any tax treaties that may be in effect.
3. In the event that Semrush offers any bundle or other combination of products, integrations, data sources or content or other services for a combined fee or cost, then, in calculating your Monthly Net Revenue for your App Partner Product, Semrush shall allocate the payments received by Semrush for such bundle or combination proportionally (pro rata) based on the non-bundled fee or cost of each product, integration, data source or other content, or in accordance with such other formula as may be agreed upon in writing between the parties.
4. Unless otherwise agreed in writing executed by you and Semrush, you will be responsible for any and all payments, fees, or expenses to third parties related to features, functionality, integrations, data sources or other content or data contained in, provided by or related to the App Partner Products or App Partner Materials.
5. Currency for payments and any currency conversions shall be set by Semrush in the Commission Schedule.
6. Semrush reserves the right to withhold or postpone payments if, in Semrush’s sole discretion or in the discretion of any payment provider or bank used by Semrush, such payments would be prohibited under then-applicable sanctions or export restrictions.
Customer Support and Customer Data
1. Unless otherwise agreed by the parties in writing, Semrush will be responsible for providing the first level Customer support for the App Center, for Semrush Products, and for any App Partner Products or App Partner Materials.
2. Upon request of Semrush, you shall provide second level Customer support through the appropriate communications channels or methods as may be specified by Semrush.
3. You agree to respond to requests from Semrush representatives promptly, and in no event later than twenty-four (24) hours during business days (Monday through Friday).
4. You shall provide Semrush with documentation with a detailed description of the App Partner Product functionality, App Partner Materials (if applicable) and Customer support methods.
5. Upon request of Semrush, you shall provide training to Semrush employees on App Partner Product functionality, features, and updates and App Partner Materials (if applicable).
6. You agree to comply with all limitations or procedures specified by Semrush related to communications with Customers, whether by email, text, messaging, chat, advertising or otherwise. Unless you have prior written approval from Semrush, you agree not to (a) promote any versions of the App Partner Product that may be available outside of the App Center to Customers directly in the App Partner Product, App Partner Materials or otherwise; or (b) allow subscriptions or purchases for any in-app items, features or functionality to be made for the App Partner Product or App Partner Materials outside of the App Center (or other Semrush Product) or otherwise independently of Semrush.
7. You agree that Customer Data that is the business contact information of Customers is Confidential Information of Semrush, you will use Customer Data solely to provide the App Center Product and any related support to such Customer as may be requested by Semrush, and you will do so only in accordance with your posted privacy policy. You agree not to sell any Customer Data. If requested by Semrush, you agree to comply with, and execute upon request of Semrush, any Data Processing Agreement provided to you by Semrush, which will be automatically incorporated into the Semrush Terms.
8. Unless otherwise prohibited from doing so in any agreement between you and the Customer, you agree to use commercially reasonable steps to store data processed by the App Partner Product for a Customer for thirty (30) days after termination of the agreement between Customer and App Partner, so that such data is easily accessible to Customer if they subsequently decide to renew their subscription or other agreement related to the App Partner Product.
Intellectual Property Ownership and Licenses
1. App Partner IP Ownership: As between Semrush and App Partner, all right, title, and interest in and to the App Partner Product and App Partner Materials, all modifications and any work product of App Partner relating thereto, and App Partner Marks, and all Intellectual Property Rights in each of the foregoing are and will remain the sole and exclusive property of App Partner.
2. License to Semrush: You hereby grant us a non-exclusive, royalty-free (subject to the Commission payments set forth herein), worldwide license to market, promote, advertise and distribute the App Partner Product in the App Center or other Semrush Product (if applicable), including the App Partner Materials and App Partner Marks, subject to the Semrush Terms. Such license includes the right to use the App Partner Product (and App Partner Materials) for (i) testing and certifying interoperability between the App Partner Products (and App Partner Materials) with the App Center (or other Semrush Product), (ii) to provide maintenance and support to the Customers, and (iii) for analytics related to the operation, performance and improvement of the App Center (or other Semrush Product). Except as expressly set forth in the Semrush Terms, no other rights are granted to us with respect to the App Partner Product, the App Partner Materials or the App Partner Marks.
3. Semrush IP Ownership: As between Semrush and App Partner, all right, title, and interest in and to the App Center, Semrush Products, and Semrush Content, all modifications and any work product of Semrush relating thereto, and Semrush Marks, and all Intellectual Property Rights in each of the foregoing are and will remain the sole and exclusive property of Semrush. Except as expressly set forth in the Semrush Terms, no other rights are granted to you with respect to the App Center (or other Semrush Product), Semrush Marks or Semrush Content.
4. License to App Partner: We hereby grant you a non-exclusive, royalty-free (subject to the Commission payments set forth herein), worldwide license to make available, display and distribute the App Partner Product and the App Partner Materials in the App Center or other Semrush Product (if applicable), in accordance with the Semrush Terms, and any Semrush trademark policy or requirements that Semrush may make available to you (whether by email, in your account, or on Semrush’s Product). Unless otherwise agreed in writing between the parties, your use of any data provided by Semrush (through API or otherwise) or generated by the Semrush Products is strictly limited to your internal use, for development purposes only, of the App Partner Product.
5. Non-Dilution: Neither party will use the other party’s name or trademarks in a manner that dilutes, tarnishes, degrades, disparages or otherwise reflects adversely on such other party, or such other party’s business, products or services.
App Partner Restrictions
1. You agree to ensure that the App Partner Product and App Partner Materials are not illegal, pornographic, defamatory, fraudulent or tortious, racist, abusive, harassing, threatening or offensive or violate any laws or regulations.
2. You agree not to provide access or grant any rights to data provided by Semrush or generated by Semrush Products to any third party without Semrush’s prior written approval.
3. You agree not to attempt to access data in the Semrush Products that is not made available to you by Semrush or provided to you by Semrush.
4. You agree not to log into a server or account on the Semrush Products that you are not authorized by Semrush to access.
5. You agree not to provide to third parties any evaluation/beta version of the Semrush Products without our prior written consent.
6. You agree not to include any advertising in an App Partner Product or App Partner Materials without our prior consent in writing. For the purposes of this Section advertising means promoting i) App Partner Product, other than as explicitly permitted by the Semrush Terms, and/or ii) any other services, products or content of any third party or App Partner.
7. You agree not to directly contact Customers by any means, unless specifically instructed or allowed by Semrush.
8. You agree not to sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Semrush Product or Semrush Content or any portion thereof available to any third party except as expressly permitted in writing by Semrush.
9. You agree not to use the Semrush Product or Semrush Content for any purpose or in any manner that is unlawful (including without limitation in violation of any data, privacy, anti-bribery or export control laws) or prohibited by the Semrush Terms.
10. You agree not to attempt to work around any technical limitations in any Semrush Product or Semrush Content; interfere or attempt to interfere with or disrupt the integrity, security, functionality or performance of any Semrush Product or Semrush Content.
11. You agree not to modify, translate, adapt, create or attempt to create any derivative works of any Semrush Product.
12. You agree not to use any web scraping or automated system, including, "robots", "spiders," or "offline readers" to access any Semrush Products without prior written approval from Semrush.
Access Restrictions
1. Neither party shall read or attempt to read or derive the source code of the other party’s products (except as permitted by law), or otherwise attempt to gain unauthorized access to the other party’s product or its related systems or networks.
2. Neither party shall attempt to tamper with the security of the other party’s products or customer accounts.
Confidentiality
1. All confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated in writing as confidential (“Confidential Information”) will be safeguarded by the Receiving Party to the same extent that the Receiving Party safeguards its own information of like kind, but using not less than a reasonable degree of care. The Receiving Party shall not use Confidential Information for any purpose outside the scope of this Agreement or disclose Confidential Information to any third party.
2. The Receiving Party’s obligations under this section shall not apply to information which is:
  1. publicly available through no fault of the Receiving Party;
  2. already in Receiving Party’s possession without obligation of confidentiality;
  3. rightfully obtained by the Receiving Party from third parties not under obligation of confidentiality;
  4. independently developed by the Receiving Party as demonstrated by tangible evidence.
3. If the Receiving Party is requested pursuant to a court or government order to disclose Confidential Information, the Receiving Party will give the Disclosing Party written notice (if not legally prohibited from doing so) sufficient to enable the Disclosing Party to seek protective order and the Receiving Party will cooperate with the Disclosing Party in such effort.
Term and Termination
1. Unless otherwise terminated, this Agreement shall remain in full force and effect for as long as you have any App Partner Products or App Partner Materials available in the App Center (or other Semrush Product).
2. Either party may terminate this Agreement for convenience upon thirty (30) days prior written notice to the other party.
3. Semrush may, in our sole discretion, terminate this Agreement and/or suspend App Partner access to the Semrush Products and/or disable availability of App Partner Product in the App Center: (i) upon fifteen (15) days’ prior written notice to you of any breach of this Agreement or the Semrush Terms, if such breach remains uncured at the expiration of such 15-day period; or (ii) immediately, if you, the App Partner Product or App Partner Materials violate applicable laws or regulations (including Export Restrictions), or if we determine that App Partner Product or App Partner Materials might cause a security incident or other event that impacts the security of any Semrush Product.
4. Unless otherwise agreed by the parties in writing or solely to the extent needed for any extended support period set forth in the following section, then, upon termination or expiration of this Agreement, your access to the App Center shall be immediately terminated, all licenses granted hereunder will terminate and you will immediately discontinue all use of Semrush Marks.
5. In the event that (a) you terminate this Agreement or (b) Semrush terminates this Agreement and requests, in writing, an extended support period, you will continue to make the App Partner Products and App Partner Materials available in the App Center, and you will continue to provide support for the App Partner Products, until the later of (i) the expiration of the all Customer subscriptions to App Partner Product, or (ii) six (6) months from the effective date of termination of this Agreement. Semrush will continue to pay the Commission for the extended support period set forth in this Section.
Representations and Warranties
1. You represent and warrant that: (i) you are at least 18 years of age and have full power and authority to enter into this Agreement, (ii) your participation in the App Center will not conflict with any of your existing agreements or arrangements, (iii) you own or have sufficient rights to grant rights to App Partner Product, the App Partner Materials and App Partner Marks, and (iv) the App Partner Product, the App Partner Materials and App Partner Marks do not, and will not, infringe or misappropriate the Intellectual Property Rights of any third party or violate applicable laws or regulations.
2. We represent and warrant that: (i) we have full power and authority to enter into this Agreement, (ii) we own or have sufficient rights in the App Center, the Semrush Content and the Semrush Marks to grant the licenses set forth in this Agreement, and (iii) the Semrush Products, the Semrush Content and Semrush Marks do not, and will not, infringe or misappropriate the Intellectual Property Rights of any third party or violate applicable laws or regulations (excluding any laws or regulations applicable to the App Partner Product or App Partner Materials, for which App Partner is solely responsible).
Indemnification
1. You will indemnify, defend and hold Semrush harmless against any third-party claim, suit, action, or proceeding (each, an "Action") against Semrush (or any of our officers, directors, employees, agents, service providers, licensors, or Affiliates) based upon, alleging or arising out of: (a) the App Partner Products, the App Partner Materials or the App Partner Marks (including any third-party integrations or processing of Customer Data in connection therewith) or (b) your breach of this Agreement, provided that we notify you in writing of any such Action, give you sole control of the defense or settlement of such Action, and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of such Action. You shall not accept, without our prior written consent, any settlement that (i) imposes an obligation on us, (ii) requires us to make an admission, or (iii) imposes liability or places restrictions on us.
2. Semrush will indemnify, defend and hold you harmless against any third-party Action against you based upon, alleging or arising out of: (a) infringement or misappropriation of the Intellectual Property Rights of a third party by the Semrush Products, the Semrush Content, or the Semrush Marks; or (b) breach of this Agreement by Semrush, provided that you notify us in writing of any such Action give us sole control of the defense or settlement of such Action, and provide us with any and all information and assistance reasonably requested by us to handle the defense or settlement of such Action. Semrush will have no liability for any Action based on (a) App Partner use or combination of the App Center, Semrush Content or Semrush Products with any other software, hardware, services, systems, data or content not provided by Semrush and (b) any modification of any Semrush Products, Semrush Content or Semrush Marks by you or by any third party.
3. Notwithstanding anything to the contrary set forth herein, Semrush disclaims any and all liabilities and obligations for damages, fees or expenses incurred that relate to the use of artificial intelligence, machine learning or generative artificial intelligence that included or integrated in the Semrush Products or Semrush Content, including any claims or allegations related to: (1) infringement of any patent, trademark, copyright or other proprietary or intellectual property of a third party; (2) breach of contract, including related to open source and third-party software attribution requirements or other restrictions; (3) failure to comply with privacy, data protection or security requirements; (4) surprising or otherwise unanticipated emergent behavior from artificial intelligence models; (5) errors or inaccuracies in data or other materials; (6) alleged discrimination, defamation or violations of consumer protection laws or any other laws or regulations; or (7) the use, maintenance, transfer or disclosure of data and information considered confidential to another party.
Limitations of Liability
1. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE APP CENTER, SEMRUSH PRODUCTS OR SEMRUSH CONTENT FOR ANY PURPOSE. TO THE EXTENT PERMITTED BY LAW, THE APP CENTER, SEMRUSH PRODUCTS AND SEMRUSH CONTENT IS PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SEMRUSH PRODUCTS, SEMRUSH CONTENT OR THE APP CENTER, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
2. EXCEPT FOR ANY BREACH OF CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 8 HEREIN, IN NO EVENT SHALL EITHER PARTY AND ITS RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER AN ACTION IS IN CONTRACT OR TORT OR OTHERWISE, AND REGARDLESS OF THE THEORY OF LIABILITY WHATSOEVER ARISING FROM OR RELATED TO THIS AGREEMENT, THE SEMRUSH TERMS, THE APP CENTER, THE SEMRUSH PRODUCTS, APP PARTNER PRODUCTS, OR APP PARTNER MATERIALS.
3. EXCEPT FOR INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 11 AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILITY OF A PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED ONE HUNDRED THOUSAND DOLLARS (US$100,000) OR THE AMOUNT OF PAYMENTS ACTUALLY RECEIVED BY SEMRUSH RELATED TO YOUR APP PARTNER PRODUCTS AND APP PARTNER MATERIALS DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE THE LIABILITY AROSE (WHICHEVER IS HIGHER).
Export Restrictions
1. Each party represents and warrants that: (i) such party will comply with all export laws and restrictions and regulations administered by all applicable United States and foreign agencies or authorities, (ii) such party is not located in, under the control of, or a national or resident of any country or territory subject to U.S. trade sanctions, or to individuals or entities controlled by such countries or territories, including but not limited by Cuba, Iran, North Korea, Syria, Crimea region of Ukraine, Lugansk region of Ukraine, Donetsk region of Ukraine, and (iii) such party is not identified on, or under the control of any person or entity that is identified on, the U.S. Treasury Department’s list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department’s Table of Denial Orders.
General Provisions
1. Applicable Law. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to the conflict of laws provisions thereof. In the event either party initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in Boston, Massachusetts. You hereby consent to receive service of process by electronic means to the extent allowed by the applicable federal or state court. This constitutes consent in writing as contemplated in Federal Rule of Civil Procedure 5(b)(2)(E) and any applicable state (or other jurisdiction) equivalent.
2. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; epidemic or pandemic or other public health crisis; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
3. Assignment. Neither party may assign this Agreement without the other party’s prior written consent, except to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of the assets or equity of such party. Any assignment or transfer in violation of the foregoing shall be deemed void and of no effect. Subject to the foregoing, the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
4. Relationship of the Parties. No joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.
5. Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
6. Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt.
  - To us: app-center@semrush.com, legal@semrush.com.
  - To you: your address as provided in our account information for you. We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.
7. Entire Agreement. This Agreement is the entire agreement between us for the availability of the App Partner Products and App Partner Materials in the App Center (or other Semrush Product) and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the Semrush Products or dependent on any oral or written public comments made by us regarding future functionality or features of the Semrush Products.
8. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
9. Survival. The following sections shall survive the expiration or termination of this Agreement: Sections 8 (Confidentiality), 9.5 (Term and Termination), 10 (Representations and Warranties), 11 (Indemnification), 12 (Limitation of Liability), and 14 (General Provisions).
10. No Waiver. No failure or delay by either party to exercise any right or remedy will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
11. No exclusivity. App Partner recognizes that Semrush may be engaged in the research, development, production, marketing, licensing and/or sale of similar services or products to App Partner Products and App Partner Materials. These services or products may be competitive with App Partner Product or App Partner Materials and may display the same or similar functionality. Nothing in this Agreement shall be construed to prevent Semrush or other app partners from engaging independently in such activities. This Agreement does not create an exclusive agreement between App Partner and Semrush. App Partner and Semrush will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products.
12. Changes. We may change the terms and conditions of this Agreement or Semrush Terms from time to time by posting the updated version on our website or otherwise providing such update to you. Any such update will become effective immediately after we post the updated text on the website or provide such updated terms and conditions to you. If you make an App Partner Product or App Partner Materials available in the App Center (or other Semrush Product) after such date, such use will constitute acceptance of the revised terms and conditions. We also reserve the right to modify or discontinue the App Center and any Semrush Products at any time.