Terms of Service

These Terms of Service (“Agreement“) are a legally binding agreement between the user or subscriber of the Services (“User” or “you“) and ninjareports.com (“we” or “us“). By registering for the Services or by accessing or using the Services or Website, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement. If you are entering into this Agreement on behalf of a business or other legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case the terms “User”, “you” or “your” shall refer to such entity. If you do not have such authority, or if you do not agree with the terms of this Agreement, you must not accept this Agreement and may not use the Services. You acknowledge that this Agreement is a contract between you and us, even though it is electronic and is not physically signed by you, and it governs your use of the Services.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. IF YOU DO NOT AGREE WITH THESE TERMS, YOU MAY NOT REGISTER FOR OR USE THE SERVICES.

SERVICES
1. Definition. The “Services” consist of a suite of online marketing and management tools for search engine optimization (“SEO“), social media and digital marketing located at ninjareports.com or another URL we designate (the “Website“), ), which includes tools for research and analysis, link building, campaign management, automated tracking of search engine performance, analytics and conversion tracking and SEO reports, and instruments for content and contact management. Among other things, the Services enable Users to conduct internet-advertising campaigns, obtain information related to their ongoing advertising campaigns, generate reports and analytics on web pages or advertising campaigns, and access an extensive array of resources, including but not limited to, an online platform and its application programming interface (“API“).
2. Updates; Additional Services. The Services include all updates, modifications and enhancements thereto that Us elects to make generally available to its users of the Services at no additional charge (“Updates”). All Updates shall be subject to the terms of this Agreement. You may subscribe to additional products and services from Us, which shall be subject to the terms of this Agreement, including any supplementary terms made applicable to such additional products and services, or to separate terms and conditions to be accepted by you prior to subscribing to such additional products and services. If you subscribe to such additional services pursuant to such separate terms and conditions, those separate terms and conditions shall apply to such separate services to the exclusion of the terms of this Agreement, except for Section 4.1 below, which shall govern such additional subscription.
3. Third Party Sites, Services and Products. The Services and this Website may refer or link to third-party sites, products or services. Third-party sites (“Third Party Sites”) to which we link are provided to you for your convenience only and are not under our control. We are not responsible for the content available on any Third Party Sites, and linking to any Third Party Sites does not imply our endorsement of any content or information on such Third Party Sites. We are not responsible for monitoring any transaction between you and any such Third Party Sites and do not warrant, endorse, guarantee, or assume responsibility for them. We may also use third party services and products within the Services (“Third Party Services and Products”), including, but not limited to, payment processing services, information and communication services, analytics services, mapping services, internet advertising platforms, and advertising service providers.
USE OF SERVICES
1. Visitors and Users. You can visit the Website in a visitor (non-registered) capacity; provided, to use the Services, you must register as either a paid or unpaid User. As an unpaid User, you will have access only to certain limited functionality within the Services that Us elects to make available on an unpaid trial or free basis (“Unpaid Services”). As a paid User you will have access to certain additional features, which may include, without limitation, reporting and the ability to save your preferences and other settings (“Paid Services”).
2. Right to Use Services. Subject to the terms and conditions of this Agreement, Us hereby grants you permission to access and use the Services and the Website solely for your own internal business purposes in accordance with this Agreement and the limitations of the subscription plan that you select when subscribing to the Services (“Subscription Plan”), which may be found at https://www.us.com/prices/ or another URL that we designate. You represent and warrant that: (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are at least 18 years of age and have the capacity and authority to enter into this Agreement; and (d) your use of the Services does not and will not violate any applicable law or regulation. If you are under 18, you may not register or attempt to register for the Services.
3. Restrictions. You may not, directly or indirectly, (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Services or any portion thereof available to any third party; (b) use the Services 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 is prohibited by this Agreement; (c) read or attempt to read or derive the source code of the Services or the software underlying the Services (except as permitted by law); (d) work around any technical limitations in the Services; (e) interfere or attempt to interfere with or disrupt the integrity, security, functionality or performance of the Services or its components; (f) use the Services in any manner that damages or impairs the Website or interferes with any other party’s use of the Services; (g) modify, translate, adapt, create or attempt to create any derivative works of the Services; (h) access the Services if you are a competitor of ours or use the Services to build a similar or competitive work; (i) hack or otherwise attempt to gain unauthorized access to the Services or its related systems or networks; or (j) use or launch any automated system, including, “robots,” “spiders,” or “offline readers,” that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser. You agree to comply with and other policies that apply to your use of the Services. You will promptly notify Us if you learn of any unauthorized use or breach of security related to the Services. If you subscribe to the Us API, in addition to the restrictions set forth above, you agree (i) not to forward more than 10 inquiries per 1 second from one unique IP address or more than 10 simultaneous inquiries from 1 User; and (ii) not to cache the information received from the Services for more than one (1) month without the express written consent of Us. You may not use the Services if you are legally prohibited from receiving or using the Services under the laws of the country in which you are resident or from which you access or use the Services.
4. Privacy. By using the Services, you authorize us to obtain, process, store, use and transmit your personal data in accordance with our Privacy Policy, which forms an integral part of this Agreement.
OWNERSHIP AND INTELLECTUAL PROPERTY
1. Proprietary Rights. You agree that all rights, title, and interest in and to the Website, Services, API, the technology underlying each of them, all modifications and any work product we create relating thereto, and all intellectual property rights in each of the foregoing, including, without limitation, patent, copyright, trademark, database rights, moral rights, rights in know-how and trade secrets (and any licenses in connection with any of them) throughout the world, whether or not registered or capable of registration, and whether subsisting in any specific country or countries or any other part of the world, are and will remain the sole and exclusive property of Us, its licensors or affiliates. Except for access to the Services, no other rights are granted to you with respect to the Website or Services. Us reserves all rights not expressly granted in this Agreement.
2. Feedback. You are under no obligation to give us any ideas, suggestions, comments or other feedback related to the Website, the Services, (“Feedback”). If you elect to provide any Feedback, you agree that all such Feedback is non-confidential and that we own all rights to use and incorporate such Feedback into the Services, or any other product or service, without payment or attribution to you.
TERM; TERMINATION
1. Term. Unless otherwise stated by ninjareports in writing, this Agreement starts from the first day you visit the Website and remains in effect for as long as you access or use the ninjareports Services or the Website.
2. Suspension and Termination of Unpaid Services. We may suspend, limit, or terminate Unpaid Services for any reason at any time without notice. We may terminate your subscription to the Unpaid Services due to your inactivity.
3. Effect of Termination. Upon expiration or termination of this Agreement, including by your cancellation, or if you de-register your User account, all rights of the User with respect to the use of the Services shall terminate immediately. User acknowledges and agrees that Us may erase all User data and information stored on Us servers within reasonable period of time (not less than thirty (30) days) following expiration or termination of the Agreement or de-registration of your User account, provided that Us may retain copies of such data and information to the extent required by law, for archival purposes or as created by automatic computer backup and archived as part of normal computerized archiving systems, maintaining necessary technical and organizational measures.
4. Survival. Upon any termination of this Agreement for any reason, all provisions regarding indemnification, warranty, liability and limits thereon, and any provisions which expressly or by their nature are required to survive such termination in order to achieve their purpose, shall so survive until it shall no longer be necessary for them to survive in order to achieve their purpose.
WARRANTY DISCLAIMER & LIMITATION OF LIABILITY
1. Limitation of Liability. With the exception of any indemnification obligations stated herein, in no event will 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 and regardless of the theory of liability whatsoever arising from or related to either this Agreement or use of the Services or the Website. Our maximum aggregate liability to you for any damages arising from or related to this Agreement is limited to the greater of (a) fifty dollars (US $50) or (b) amounts you have paid to us under this Agreement within the prior 12 months. You understand and agree that if you do not agree to this limitation of liability, we would not provide the Services to you. The foregoing limitation of liability shall apply to the fullest extent permitted by law.
2. Warranty Disclaimer With Regard To Third Party Sites, Third Party Services and Products. Us and its affiliates disclaim any liability with respect to any Third Party Sites, your access of any Third Party Sites, and any Third Party Services and Products that you use and for any claim arising out of Us’s authorized use of your Content.
3. Forward-Looking Statements. This website contains express or implied forward-looking statements, which are based on current expectations of management. These statements relate to, among other things, our expectations regarding management’s plans, objectives, and strategies. These statements are neither promises nor guarantees, but are subject to a variety of risks and uncertainties, many of which are beyond our control, and which could cause actual results to differ materially from those contemplated in these forward-looking statements. Us assumes no obligation to update any forward-looking statements appearing on this website in the event of changing circumstances or otherwise, and such statements are current only as of the date they are made.
INDEMNITY

You agree to defend, indemnify and hold harmless ninjareports and its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from (a) your breach or other violation of this Agreement, (b) your Content, (c) your use of and access to the Services and the Website, or (d) your violation of applicable law or any third party right, including without limitation any privacy, intellectual property or other proprietary right. This defense and indemnification obligation will survive the termination of this Agreement and your use of the Services and the Website. Us reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Us’s defense of such matter.

GENERAL PROVISIONS
1. Confidentiality. 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 (except as explicitly stated in our Privacy Policy). The Receiving Party’s obligations under this section shall not apply to information which is publicly available through no fault of the Receiving Party, already in Receiving Party’s possession without obligation of confidentiality, rightfully obtained by Receiving Party from third parties not under obligation of confidentiality, or independently developed by Receiving Party as evidenced by written documentation. 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.
2. Assignment. You may not assign or transfer this Agreement, or rights or obligations under it, without our prior written consent. We may assign this Agreement, in whole or in part, without restriction. 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.
3. Force Majeure. We shall not be liable for failure or delay of performance of our obligations resulting from any condition beyond our reasonable control, including but not limited to, third party equipment or services, communications failure, governmental action, war, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
4. Notices. Notices to you shall be given to the email address on file associated with your account. To change the email address on file in your account, you must notify us at [email protected]. You agree to receive communications from us in an electronic form. All notices to you will be deemed received when sent. We may, but are not obligated to, provide communications in paper format. Notices to us shall be given to [email protected]
5. Entire Agreement. This Agreement is the entire agreement between you and Us concerning your use of the Website and the Services and supersedes all other proposals and agreements, whether in oral, written or electronic form. In the event of any conflict between the terms of this Agreement and the terms on the Website or any other document, the terms of this Agreement shall prevail. No terms in any purchase order or in any order documentation are incorporated into or form any part of this Agreement. If you have ordered the Services through our reseller, the terms of this Agreement shall apply to the exclusion of all other varying terms and conditions. Resellers are not authorized to make any promises or commitments on our behalf, and we are not bound by any obligations to you other than what we specify in this Agreement.

Languages. You agree that this Agreement is written in the English language and that the English language version of this Agreement and any related document (including notices) shall prevail. Notwithstanding the foregoing, if you are located in a country whose laws require that contracts be in the local language in order to be enforceable, then the version of this Agreement that governs is the local language version that is produced by us within a reasonable time following your written request to us.
Relationship of the Parties. This Agreement does not create or imply any agency, partnership or franchise relationship. Nothing in this Agreement, express or implied, is intended to or shall confer on any third party any right, benefit or remedy of any nature whatsoever.
No Third Party Beneficiaries. Nothing in this Agreement is intended to or shall confer upon any person other than the parties and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement.