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This End Customer License Agreement (“License Agreement”) was executed, signed, and took effect on Customer’s execution (“Effective Date”) by and between Shift Top, Inc., a Delaware corporation with offices located at 530 5th Avenue, New York, NY 10036 (“Shift Top”) and Customer identified in the Statement of Work (“Customer”).
Customer and Shift Top shall be hereinafter individually referred to as “Party” and collectively as “Parties.”
If the Customer acquires SEO Services (as defined below) under the terms specified herein through a Partner (as defined below), this License Agreement will take precedence over any conflicting terms in the agreement between the Customer and the Partner, insofar as the relationship between the Customer and Shift Top is concerned. Rights granted to the Customer in a separate agreement with the Partner, which are absent in this License Agreement, are applicable exclusively in the context of that Partner. Consequently, the Customer is obliged to pursue any remedies or enforcement of such rights solely with the Partner and not Shift Top.
BY SIGNING A STATEMENT OF WORK, ACCESSING, RECEIVING, AND/OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT. IN NO EVENT MAY YOU ACCESS, RECEIVE, OR OTHERWISE USE ANY SHIFT TOP SERVICE WITHOUT AGREEING TO THESE TERMS (OR ANOTHER AGREEMENT AGREED TO IN WRITING BY SHIFT TOP).
1. “Affiliates” refers to any entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity, as long as such Control is maintained. For the purposes of this definition, “Control” means having beneficial ownership of 50% or more of the voting power or equity in an entity.
2. “Authorized User” refers to the individuals designated by the Customer who are permitted to access and use the SEO Services.
3. “Customer” means the Customer identified in the SOW.
4. “Customer Data” refers to any data or content submitted, uploaded, integrated, or otherwise communicated by Customer to Shift Top, including but not limited to keywords, website data, content, or images.
5. “Facility” means the website(s) or platform(s) on which SEO Services are to be implemented for Customer.
6. “Fees” has the meaning set forth in Section 5.1.
7. “License Agreement” refers collectively to this End Customer License Agreement and any attachments hereto.
8. “Partner” refers to a Shift Top-authorized partner, reseller, distributor, or marketplace.
9. “Partner Contract” refers to the agreement between Shift Top and Partner that authorizes the Partner to resell access to, or provide access to, the SEO Services.
10. “Services” has the meaning defined in Section 2.
11. “Service Data” refers to any statistical data, SEO performance metrics, or benchmarks collected by Shift Top from Customer’s use of the Services, including keyword rankings, traffic, and other SEO-related data, for the purpose of optimizing SEO results.
12. “Service Software” refers to the software applications and tools developed and owned by Shift Top, including all updates, improvements, and modifications thereof, that Shift Top provides for SEO analysis, reporting, and optimization as part of the Services.
13. “Subscription” refers to a non-exclusive, personal, non-transferable right to use the SEO Services in accordance with this License Agreement and the Statement of Work (SOW), within the Customer’s relevant facilities or platforms, as detailed in the SOW.
14. “Subscription Start Date” refers to the date on which the SEO Services commence, as specified in the relevant Statement of Work (SOW).
15. “Subscription Term” refers to the initial term during which the SEO Services can be used on the specified website(s), as outlined in this License Agreement and specified in the relevant Statement of Work (SOW).
16. “Statement of Work” or “SOW” refers to the document mutually agreed upon in writing by the Partner and Customer, issued in accordance with this License Agreement, which describes, among other things, the SEO Services to be made available, the Fees to be paid, the payment terms, and the Subscription Term. Customer acknowledges that the Partner Contract requires the Partner to incorporate this License Agreement into all SOWs, and Customer expressly agrees that Shift Top shall have the benefit of and right to enforce this License Agreement against Customer. In the event that any provision of this License Agreement is deemed to conflict with a provision of a SOW or other agreement between Customer and Partner regarding the SEO Services or other subject matter of this License Agreement, the provision of this License Agreement shall apply for Customer and Shift Top, unless Shift Top and Customer agree otherwise in writing.
This License Agreement sets out the principles regarding the provision of SEO Services detailed in the related Statement of Work (SOW) via the Service Software (“Services”) to the Customer by Shift Top, as well as the rights and obligations of the Parties in this regard.
This License Agreement enters into force on the Effective Date and remains in effect until the expiration of the last Subscription Term in all active Statements of Work (SOWs) issued under this License Agreement (“Term of the License Agreement”). The term of the Services will commence on the Subscription Start Date set forth in the SOW and shall continue for the Subscription Term identified therein, along with any renewal thereof, unless earlier terminated in accordance with the terms of this License Agreement.
4.1. License Agreement Shift Top hereby grants Customer a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable, revocable, worldwide license to access and utilize the SEO Services pursuant to the terms of this License Agreement and the applicable Statement of Work (SOW).
4.2. Reservation of Rights Shift Top and its licensors own and retain all right, title, and interest, including all intellectual property rights, in and to the Service Software, Services, and Service Data (collectively “Shift Top Intellectual Property”), including any improvements, modifications, and enhancements. Shift Top expends significant resources gathering, assembling, and compiling the Service Data, and such Service Data constitutes an original compilation protected by applicable copyright laws. Except for the rights expressly granted in this License Agreement, Customer shall acquire no other rights, express or implied, in or to Shift Top Intellectual Property, and all rights not expressly provided to Customer hereunder are reserved by Shift Top and its licensors. If Customer chooses, in its sole discretion, to provide Feedback (defined below) to Shift Top, nothing in this License Agreement or in the parties’ dealings arising out of or related to this License Agreement will restrict Shift Top’s right to use, profit from, disclose, publish, or otherwise exploit Feedback, without compensating or crediting Customer or the individual providing such Feedback. Customer’s Confidential Information shall not include Feedback, to the extent that such Feedback relates exclusively to Shift Top’s products or services. “Feedback” means any feedback (e.g., questions, comments, suggestions, or the like), whether orally or in writing, regarding any of the Services.
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