Terms of Service
1. Introduction and acceptance
1.1 Who we are. Searchpanel is operated by Xena Intelligence, Inc., a Delaware corporation with its principal place of business at [SEARCHPANEL TO CONFIRM: address] (“Searchpanel”, “we”, “us” or “our”).
1.2 What these Terms cover. These Terms of Service (“Terms”) govern your access to and use of the website at searchpanel.ai, the Searchpanel platform at app.searchpanel.ai, dashboards, audits, reports, integrations and any related services we provide (together, the “Service”).
1.3 How you accept. You accept these Terms by checking the acceptance box or clicking the acceptance button when you create an account, request a free audit, start a trial or purchase a subscription, or by signing an Order Form that references these Terms. If you do not agree, do not create an account or use the Service. Browsing the public pages of our website without an account is subject only to Sections 12, 13, 27, 28, 30 and 31.
1.4 Acting for an organisation. If you accept these Terms on behalf of a company or other legal entity, you confirm that you have authority to bind it, and “you” and “Customer” refer to that entity.
1.5 Incorporated documents. These Terms incorporate our Privacy Policy at searchpanel.ai/privacy, our AI Policy at searchpanel.ai/ai-policy, any Data Processing Addendum you sign or accept, and any plan-specific or feature-specific terms we present to you before you use the relevant feature.
2. Definitions
“Account” means the account through which you access the Service.
“Authorised User” means an individual whom Customer permits to use the Service under its Account.
“Consumer” means an individual who uses the Service wholly or mainly for purposes outside their trade, business, craft or profession, as that term is defined by applicable law.
“Customer” means the business or individual that accepts these Terms or signs an Order Form.
“Customer Content” means data and materials that you or your Authorised Users submit to the Service or that the Service retrieves from your connected accounts on your instruction, including product URLs, catalogues, product data, brand information, prompts, buyer intents you enter, approvals and edits.
“Generated Content” means text, metadata, structured data, llms.txt files, recommendations and similar material that the Service produces for you, including through the Content Studio.
“Integration” means a connection between the Service and a Third-Party Service that you authorise, such as an ecommerce store, website builder or marketplace account.
“Order Form” means an ordering document or online checkout that references these Terms and specifies the plan, fees and term.
“Reports” means dashboards, audits, visibility scores, charts, exports, email or PDF reports and similar outputs made available to you through the Service.
“Searchpanel Materials” means the Service, its software, interfaces, methodologies, scoring models, prompt libraries, templates, documentation, designs and all improvements to them, excluding Customer Content and Generated Content.
“Subscription” means your right to use a paid plan for a Subscription Term.
“Subscription Term” means the billing period stated at checkout or in an Order Form, including any renewal.
“Third-Party AI Platform” means an AI assistant, answer engine, search feature or model operated by someone other than Searchpanel.
“Third-Party Service” means any product, platform, website, API or service not owned or controlled by Searchpanel, including Third-Party AI Platforms.
3. Eligibility
3.1 You must be at least 18 years old and able to form a binding contract to use the Service. The Service is not directed to children, and we do not knowingly allow anyone under 18 to create an Account.
3.2 Business service. The Service is designed and sold for businesses that sell or market products or services. By accepting these Terms you confirm you are using the Service for your trade, business or profession. We do not offer the Service to Consumers. Nothing in these Terms limits rights that applicable law gives Consumers and that cannot be waived by contract, in the event that these Terms are nonetheless held to apply to a Consumer.
3.3 Sanctions. You may not use the Service if you are located in, or organised under the laws of, a country or region subject to comprehensive US sanctions, or if you are named on a US, UK, EU or UN restricted-party list. You will not use the Service in breach of applicable export-control or sanctions laws.
4. Accounts and security
4.1 Accurate information. You will provide accurate registration and billing information and keep it current.
4.2 Credentials. Each Authorised User must have their own login. Credentials may not be shared between individuals. You are responsible for keeping credentials confidential and for all activity under your Account, except activity caused by our breach of these Terms.
4.3 Account administration. If your organisation manages your Account, its administrator may add or remove Authorised Users, change permissions, access data within the Account and close the Account. Customer is responsible for its Authorised Users’ compliance with these Terms.
4.4 Compromised accounts. Notify us promptly at hello@searchpanel.ai if you believe your Account or any API key or Integration credential has been compromised. We may temporarily lock an Account to protect it.
5. The Service
5.1 What Searchpanel does. Searchpanel is an AI visibility and product-discovery analytics platform. Depending on your plan, the Service may:
run prompts and buyer-intent questions against Third-Party AI Platforms — currently ChatGPT, Google Gemini, Perplexity, Microsoft Copilot and Google AI Mode / AI Overviews — and record whether, how often and in what context your products, brand or listed competitors appear in responses;
calculate visibility scores, trends and competitor comparisons at the product (SKU) and brand level;
analyse publicly available product pages, structured data, metadata, llms.txt files, reviews and search rankings;
track changes to product pages over time;
produce prioritised recommendations and Reports, including a free AI visibility audit;
generate draft product titles, descriptions, bullets, metadata, structured data (such as JSON-LD), llms.txt files and blog topics or articles through the Content Studio; and
publish approved changes to your connected stores or websites through Integrations.
The engines monitored, the Integrations available and the features included in each plan change as we develop the Service. The current position is what is shown in the Service and on our website.
5.2 Nature of the Service. The Service provides analytics, observations and suggestions. We distinguish between: (a) observations, which record what a Third-Party AI Platform or website returned at a particular time; (b) metrics and scores, which are calculated by our methodology from sampled observations; © recommendations, which are our suggested actions; and (d) Generated Content, which is draft material for your review. None of these is professional advice, and you decide whether to act on them. Our AI Policy explains this in more detail and forms part of these Terms.
5.3 Changes to the Service. We improve the Service continually and may add, change or retire features. If a change materially reduces the core functionality of a paid plan during a prepaid Subscription Term, we will give you reasonable advance notice where practicable and, if you cancel as a result, refund the prepaid fees for the unused part of that term.
6. AI-specific terms
6.1 We do not control AI platforms. Third-Party AI Platforms are operated by independent companies that may change their models, data sources, ranking behaviour, access rules and features at any time without notice to us. Searchpanel is not affiliated with, endorsed by or a partner of any Third-Party AI Platform unless we state so in writing.
6.2 AI responses vary. Responses from the same Third-Party AI Platform can differ by prompt wording, date, session, location, language, account state, model version and other factors. Our observations are samples taken under the conditions our methodology specifies, not a complete record of every response any user may see.
6.3 Scores are indicators, not guarantees. Visibility scores, share-of-voice figures, rankings, trends and similar metrics are analytical estimates derived from sampled data. They do not guarantee, predict or represent that any Third-Party AI Platform will mention, cite, rank or recommend your products, and past results do not predict future results.
6.4 No guaranteed outcomes. We do not guarantee any improvement in AI visibility, search ranking, traffic, conversions, sales, revenue or other commercial result, whether or not you implement our recommendations.
6.5 Review before use. Recommendations and Generated Content are produced with the help of AI models and may be inaccurate, incomplete, outdated or unsuitable for your product, market or legal obligations. You are responsible for reviewing them before you approve, publish or rely on them, including checking product claims, specifications, pricing, safety and regulatory statements, and marketplace content policies.
6.6 AI models we use. To deliver the Service we use AI models supplied by third-party providers. The providers we currently use are named in our Privacy Policy, which we keep current. We access those models on terms that exclude Customer Content from the provider’s model training, and we do not opt in to training where an opt-in is offered.
6.7 What this section does not change. This Section 6 describes the inherent limits of AI-based analytics. It does not reduce any specific commitment we make in an Order Form, SLA or Section 5.3.
7. Third-Party Services
7.1 Independent providers. The Service interacts with Third-Party Services, including Third-Party AI Platforms, search engines, marketplaces, ecommerce and website platforms, hosting, analytics and payment providers. They are operated by independent companies under their own terms and privacy policies, which govern your relationship with them.
7.2 No control. We do not control, endorse or take responsibility for Third-Party Services, their content, their availability or their decisions. A change in a Third-Party Service’s policy, pricing, technical access or terms may limit, change or end a feature of the Service. Where that happens we will make reasonable efforts to offer an alternative, and Section 5.3 applies to material reductions in paid functionality.
7.3 Your third-party accounts. When you connect a Third-Party Service, you are responsible for complying with its terms, and you confirm that you are permitted to grant us the access you authorise.
7.4 No affiliation. References to third-party names, logos or platforms in the Service or on our website identify those platforms only. They do not imply sponsorship, partnership or endorsement.
8. Customer Content and data
8.1 You own your content. As between you and Searchpanel, you retain all rights in Customer Content.
8.2 Our licence to use it. You grant Searchpanel a non-exclusive, worldwide, royalty-free licence, for the duration of your use of the Service and any export or deletion period in Section 20.5, to host, copy, process, transmit, analyse and display Customer Content only as needed to: (a) provide, maintain and support the Service for you; (b) generate your Reports, recommendations and Generated Content; © execute publishing actions you approve; (d) secure the Service and prevent fraud or abuse; and (e) comply with law. Our subprocessors may exercise this licence on our behalf, subject to confidentiality and data-protection obligations.
8.3 No model training on your content. We do not use Customer Content to train or fine-tune AI models that are made available to other customers, and we do not permit our model providers to train their models on it.
8.4 Aggregated data. We may create and use statistics and insights derived from use of the Service, and from observations of publicly available AI responses, that are aggregated and de-identified so they do not identify you, your Authorised Users or your non-public Customer Content (“Aggregated Data”). We may use Aggregated Data to operate and improve the Service and to publish industry benchmarks. We will not publish Aggregated Data in a form that identifies you or allows your non-public Customer Content to be reconstructed.
8.5 Your responsibilities. You confirm that you have all rights, permissions and notices needed to provide Customer Content to us and for us to use it as described in these Terms, and that Customer Content does not infringe third-party rights or violate law. You are responsible for the accuracy of Customer Content, including product data you ask us to analyse or publish.
8.6 Sensitive data. The Service is not designed to process payment card data, health information, government identifiers or other special-category personal data. Do not submit it unless we have agreed in writing.
9. Reports and Generated Content
9.1 Your rights in outputs. Subject to payment of applicable fees and to Section 13, we assign to you any rights we hold in the Generated Content created for you, and grant you a perpetual, worldwide, royalty-free licence to use, copy, modify and share your Reports for your business purposes, including with your agencies, advisers and investors.
9.2 What we keep. Searchpanel Materials embedded in Reports (such as our layouts, templates, score names and methodology descriptions) remain ours. Your rights under Section 9.1 cover their use as part of your Reports.
9.3 Similar outputs. AI models can produce similar output for different users. You do not obtain exclusive rights in generic or commonly used text, and similarity between outputs generated for different customers is not a breach of these Terms.
9.4 Sharing Reports publicly. The Service lets you create a public, read-only link to a finished report, which you can revoke at any time. Anyone with the link can view that report, so treat it as public. If you publish Searchpanel metrics, describe them accurately, including the date and scope of the measurement, and do not present them as an endorsement by Searchpanel or any Third-Party AI Platform.
10. Public information and competitor monitoring
10.1 Public sources. The Service analyses information that is publicly accessible, such as product pages, structured data, reviews, search results and responses from Third-Party AI Platforms. That information is created by third parties, may be inaccurate or change at any time, and is not endorsed by us.
10.2 Competitor tracking. You may add competitors, brands and products to monitor for lawful competitive analysis. Third-party names, trademarks and content that appear in the Service belong to their owners. You may not use the Service or its outputs to copy competitors’ protected content, to make false or misleading claims about them, or to infringe their rights.
10.3 Limits of our rights. We collect and process public information in a manner we believe is consistent with applicable law and the relevant platform rules. We do not grant you any right to reproduce third-party content beyond what the law allows.
11. Integrations, direct publishing and API
11.1 Authorising an Integration. You may connect supported platforms by granting access through OAuth, API keys or similar credentials. The platforms we support change as we build them; the current list is shown in the Service. At the date of these Terms we support Shopify, Amazon Seller Central and Slack. You authorise us to read and, where you enable publishing, write to the connected account within the scope you grant. The scopes we request are described in our Privacy Policy.
11.2 You approve before we publish. We only publish Generated Content or other changes to a connected platform after you, or an Authorised User, approve them in the Service, or after you knowingly turn on an automated publishing setting for a specific scope of changes. You are responsible for the content you approve and for its compliance with the platform’s content, listing and advertising policies.
11.3 Revoking access. You can disconnect an Integration at any time in the Service or through the connected platform. Disconnection stops future reads and writes but does not reverse changes already published.
11.4 API access. If we provide API access to your Account, you must keep API keys confidential, stay within documented rate limits and use the API only as documented. We may change, version or retire API endpoints with reasonable notice, and may suspend a key that is compromised or used abusively.
12. Acceptable use
You will not, and will not permit anyone to:
use the Service in breach of law or third-party rights, or for fraudulent, deceptive or harassing purposes;
access the Service or any other customer’s data without authorisation, or probe, scan or test its security without our written consent;
upload malware or interfere with the integrity or performance of the Service;
share login credentials between individuals or exceed the user, product, prompt or usage limits of your plan;
scrape, crawl or extract data from the Service by automated means, except through an API we provide;
reverse engineer, decompile or attempt to derive the source code, models or prompt libraries of the Service, except to the extent applicable law expressly permits despite this restriction;
resell, sublicense or provide the Service to third parties as a service bureau without our written agreement (agencies may use the Service for their own clients where their plan allows it);
use the Service or its outputs to build a competing product, or publish competitive benchmarks of the Service without our consent (internal evaluation is permitted);
manipulate Searchpanel measurements, for example by feeding prompts designed to distort scores or by misrepresenting the products tracked;
use the Service to create or distribute content intended to deceive AI platforms or consumers, such as fake reviews, false product claims, hidden text or impersonation of other brands;
impersonate any person or misrepresent your affiliation; or
help anyone else do any of the above.
13. Intellectual property
13.1 Searchpanel Materials. Searchpanel and its licensors own all rights in the Searchpanel Materials, including our software, interfaces, algorithms, scoring methodologies, prompt sets, databases, report templates, documentation, designs and the Searchpanel name and logos. These Terms do not transfer any of those rights to you.
13.2 Your licence. Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right during your Subscription Term (or free-plan access) to access and use the Service for your internal business purposes, for the number of Authorised Users and within the limits of your plan.
13.3 Reservation. All rights not expressly granted are reserved.
14. Feedback
If you send us suggestions or feedback about the Service, we may use them to improve our products without restriction or payment. This does not give us any rights in your Customer Content, your business information or your other intellectual property, and we will not identify you as the source of feedback without your permission.
15. Plans, fees and payment
15.1 Plans. Our plans, features, usage limits (such as the number of products, prompts, competitors, Authorised Users or scan frequency) and prices are those shown to you at checkout or set out in your Order Form.
15.2 Fees and billing. Subscription fees are billed in advance at the start of each Subscription Term, in US dollars, to the payment method you provide. Payments are processed by Stripe, whose terms also apply to the payment transaction. Card details are provided directly to Stripe; we do not receive or store them. You authorise us and our processor to charge the fees shown at checkout, including renewal fees under Section 17.
15.3 Invoiced customers. Where an Order Form provides for invoicing, invoices are due within 30 days. Overdue business accounts may incur interest at the lower of 1% per month or the maximum rate permitted by law, after written notice.
15.4 Taxes. Fees exclude sales, use, VAT, GST and similar taxes. You pay applicable taxes other than taxes on our net income, unless you provide a valid exemption certificate. Where we must collect tax, it will be shown at checkout or on the invoice.
15.5 Failed payments. If a payment fails, we will notify you and retry. If payment is not received within 14 days after that notice, we may downgrade or suspend the paid features until payment is made. We will not delete Customer Content for non-payment without the notice in Section 20.5.
15.6 Upgrades and downgrades. Upgrades take effect immediately and are charged pro rata for the rest of the current Subscription Term unless checkout states otherwise. Downgrades take effect at the next renewal. If a downgrade reduces your limits, you may need to remove products or users, and data beyond the new limits may stop updating.
15.7 Usage-based charges. We will not charge overages or usage-based fees unless the rate was disclosed before purchase and you have agreed to it.
15.8 Price changes. We may change prices for future Subscription Terms. We will give you clear notice at least 30 days before a new price takes effect on your Subscription, stating the new price and the date it applies, together with instructions to cancel. The new price applies from your next renewal after the notice period. Prices you have prepaid for a current term do not change.
15.9 Billing disputes. Tell us about a billing error within 60 days of the charge at hello@searchpanel.ai so we can investigate. This does not limit rights you have with your card issuer or under law.
16. Free audit, free plans and trials
16.1 Free AI visibility audit. We offer a free AI visibility audit that requires no account and no payment details, and does not convert into a paid Subscription. It is provided for evaluation, analyses a limited set of products, prompts and platforms, is limited to a small number of audits per visitor, and is subject to Section 27. We may change or withdraw it at any time. Unclaimed free audit reports are deleted automatically after 90 days; if you create an account you can claim a copy of your report into your workspace before then.
16.2 Free trials. If we offer a free or discounted trial of a paid plan, the checkout page will state, before you enrol: the trial length, what is included, whether payment details are required, the plan and price that will apply after the trial, the billing frequency, the date the first charge will occur, and how to cancel.
16.3 Conversion to paid. If a trial is set to convert into a paid Subscription, it converts only if you gave your express consent to that conversion at enrolment. We will send you a reminder by email at least 3 days before the first charge, or earlier if applicable law requires, and you may cancel online at any time before the conversion date with no charge.
16.4 One trial per customer. Trials are limited to one per organisation unless we agree otherwise. We may decline or end a trial where we reasonably believe it is being used to avoid fees or in breach of these Terms.
16.5 Free use. Free audits, free plans and trials are provided without service levels or paid-plan support, and we may change or end free offerings at any time, with notice where practicable.
17. Automatic renewal
17.1 How renewal works. Unless you cancel, paid Subscriptions renew automatically at the end of each Subscription Term for the same term length (monthly plans for one month, annual plans for one year), and we will charge the payment method on file the then-current price for your plan, subject to Section 15.8.
17.2 Disclosure and consent. Before you buy a Subscription, we will clearly show that it renews automatically, the renewal price and frequency, the cancellation deadline (if any) and how to cancel, and we will ask for your express consent to those renewal terms. We will then send you a confirmation by email that repeats them and explains how to cancel.
17.3 Renewal reminders. For annual Subscriptions, we will email a reminder at least 30 days before each renewal, stating the renewal date, the amount and how to cancel. Where applicable law requires additional or annual reminders, we will send them as that law requires.
17.4 Enterprise Order Forms. Renewal of an Order Form is governed by the Order Form. If an Order Form is silent, this Section 17 applies.
18. Cancellation
18.1 How to cancel. You can cancel a self-serve Subscription or trial at any time online in the Service under Settings > Billing, without contacting support. You may also cancel by emailing hello@searchpanel.ai. We will confirm cancellation by email.
18.2 Retention offers. We may present one offer or survey during online cancellation, but you can decline it and complete cancellation without delay.
18.3 Effect of cancellation. Unless Section 19 or applicable law gives you a refund, cancellation takes effect at the end of the current paid Subscription Term, you keep access to paid features until then, and you will not be charged again. Section 20.5 governs your data after the Subscription ends.
18.4 Annual plans. You may cancel an annual plan at any time to stop it renewing. Mid-term cancellation of an annual plan does not end the current term early or produce a refund unless Section 19 provides otherwise.
19. Refunds
19.1 Refund policy. [SEARCHPANEL TO CONFIRM — see note below. Suggested default: “If you are not satisfied with your first paid Subscription Term, tell us within 14 days of the first charge and we will refund it in full. After that period, fees are non-refundable except as set out in Section 19.2 or as required by law.”]
19.2 Refunds we always give. We will refund prepaid fees for the unused part of a Subscription Term if we terminate the Service for convenience, permanently discontinue the Service, or you terminate under Section 20.3 because of our uncured material breach, or as provided in Section 5.3.
19.3 Statutory rights preserved. Nothing in these Terms limits any refund, cancellation or other right that applicable law gives you and that cannot be excluded by contract.
19.4 Method. Refunds are paid to the original payment method within 14 days after we approve them.
20. Suspension and termination
20.1 Your right to end. You may stop using the Service and close your Account at any time. Paid Subscriptions end as described in Section 18.
20.2 Suspension. We may suspend all or part of your access, limited to what is reasonably necessary, if: (a) you materially breach Section 12; (b) your use poses a security risk or could harm the Service, other customers or third parties; © payment is overdue after the notice in Section 15.5; or (d) we are required to by law or by a Third-Party Service on which the affected feature depends. We will tell you the reason and, where practicable, give you advance notice and a chance to fix the issue. We will restore access once the cause is resolved.
20.3 Termination for breach. Either party may terminate a Subscription by written notice if the other materially breaches these Terms and does not cure the breach within 30 days after receiving written notice describing it. We may terminate immediately, with notice, for serious or repeated breaches of Section 12, fraud, or where continuing would expose us to legal liability.
20.4 Termination for convenience by us. We may terminate a paid Subscription for convenience on at least 30 days’ written notice, with a refund under Section 19.2. We may end free audits, free plans and trials as stated in Section 16.5.
20.5 Your data after termination. For 30 days after your Subscription or Account ends (except where we terminated for fraud or illegality), you may export your Customer Content and Reports using the export tools in the Service or by request to hello@searchpanel.ai. After that period we will delete Customer Content from our active systems, and it will be removed from backups in the normal backup cycle within 90 days, unless the law requires us to keep it. Content already published to your connected platforms stays there under your control.
20.6 Survival. Sections that by their nature should continue after termination survive, including Sections 8.4, 9, 13, 14, 19, 20.5, 23 and 27 to 35, and any accrued payment obligations.
21. Availability and maintenance
21.1 We aim to keep the Service available and working well, but it may be interrupted by maintenance, updates, failures of Third-Party Services, internet outages or events outside our control. We will try to schedule planned maintenance at low-traffic times and to give notice of significant planned downtime.
21.2 Data collection schedules (for example daily tracking runs) may be delayed or skipped when a Third-Party AI Platform is unavailable, rate-limits us or changes its interface. We will make reasonable efforts to resume collection promptly.
21.3 Uptime commitments and service credits apply only if set out in an Order Form or separate SLA.
22. Beta features
We may offer features labelled beta, preview, early access or experimental. They may be incomplete, change or be withdrawn at any time, are provided without service levels, and should not be relied on for critical decisions. Where a beta feature can publish to a connected platform, we will state that clearly before you enable it. Your use of beta features is optional.
23. Confidentiality
23.1 Obligations. Each party may receive non-public information from the other that is marked confidential or would reasonably be understood to be confidential, including non-public Customer Content, pricing, product roadmaps and security information (“Confidential Information”). The receiving party will use it only to perform or exercise rights under these Terms, protect it with at least reasonable care, and share it only with employees, contractors and advisers who need it and are bound by similar duties.
23.2 Exclusions. Confidential Information does not include information that is or becomes public without breach, was already known without a duty of confidence, is lawfully received from a third party without restriction, or is independently developed.
23.3 Required disclosure. A party may disclose Confidential Information if required by law, after giving the other party prompt notice where lawful so it can seek protection.
23.4 Duration. These duties last during your use of the Service and for three years afterwards, and for trade secrets for as long as they remain trade secrets.
23.5 Separate agreements. If we have signed an NDA or enterprise agreement with you, its confidentiality terms control where they conflict with this Section.
24. Privacy and data protection
24.1 Privacy Policy. Our Privacy Policy at searchpanel.ai/privacy explains how we collect and use personal data about Account holders, Authorised Users and website visitors. It is part of these Terms.
24.2 Data processing. Where we process personal data on your behalf as a processor or service provider (for example, personal data contained in Customer Content), our Data Processing Addendum applies, including, where required, the EU Standard Contractual Clauses and the UK International Data Transfer Addendum. Request a copy, and our current list of subprocessors, at hello@searchpanel.ai.
24.3 Your role. You are responsible for having a lawful basis and providing any notices required to share personal data with us.
24.4 Communications consent. Operational messages about your Account, billing and security are part of the Service. Marketing emails are sent only as permitted by law, and you can unsubscribe from them at any time without affecting operational messages.
25. Security
25.1 Our commitment. We use administrative, technical and physical safeguards that we consider appropriate to the nature of the data we process, designed to protect Customer Content against unauthorised access, loss or disclosure. We will notify you without undue delay if we become aware of a security incident affecting your Customer Content, as required by law and by any DPA.
25.2 Your part. You are responsible for securing your devices, credentials and connected platform accounts, for granting Integration permissions no broader than needed, and for removing access for people who leave your organisation.
25.3 Reporting vulnerabilities. Report suspected vulnerabilities to hello@searchpanel.ai. Please do not access other customers’ data or disrupt the Service while testing.
26. Copyright and intellectual-property complaints
26.1 If you believe content in the Service or on our website infringes your copyright or other rights, send a notice to hello@searchpanel.ai including: your contact details; identification of the work and the material you claim infringes it, with enough detail for us to locate it; a statement of good-faith belief that the use is not authorised; a statement, under penalty of perjury, that the notice is accurate and that you are authorised to act for the rights owner; and your physical or electronic signature.
26.2 We will review notices promptly and may remove or disable access to material. If we remove material you provided, we will tell you and you may send a counter-notice as permitted by law. We may terminate the Accounts of repeat infringers where appropriate.
27. Disclaimers
27.1 Paid Service warranty. We warrant to paying Customers that the Service will perform materially as described in our documentation during the Subscription Term. If it does not, tell us and we will use reasonable efforts to correct it. If we cannot do so within a reasonable time, either party may terminate the affected Subscription and we will refund prepaid fees for the unused part of the term. This warranty does not apply to free audits, free plans, trials or beta features.
27.2 General disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR AN ORDER FORM, AND TO THE EXTENT PERMITTED BY LAW, THE SERVICE, REPORTS, RECOMMENDATIONS AND GENERATED CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”. WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT OBSERVATIONS OF THIRD-PARTY AI PLATFORMS WILL BE COMPLETE, OR THAT ANY RECOMMENDATION WILL PRODUCE A PARTICULAR RESULT.
27.3 Business decisions. Reports and recommendations support, but do not replace, your own judgement. You are responsible for decisions about your products, pricing, content, advertising and marketplace listings, and for obtaining legal, regulatory or other professional advice where needed.
28. Limitation of liability
28.1 Excluded losses. TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, SALES, GOODWILL OR ANTICIPATED SAVINGS, OR LOSS OR CORRUPTION OF DATA (EXCEPT OUR OBLIGATION TO RESTORE DATA FROM AVAILABLE BACKUPS WHERE THE LOSS WAS CAUSED BY US), EVEN IF ADVISED OF THEIR POSSIBILITY.
28.2 Cap. TO THE EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES PAID AND PAYABLE BY CUSTOMER IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. For free audits, free plans and trials, our total liability is limited to US$100.
28.3 Exceptions. Sections 28.1 and 28.2 do not limit: (a) your obligation to pay fees; (b) either party’s indemnity obligations under Section 29; © liability for breach of Section 23 (Confidentiality) or, in your case, Section 12 (Acceptable use); (d) liability for fraud, gross negligence or wilful misconduct; or (e) liability for death or personal injury caused by negligence, or any other liability that cannot be limited under applicable law.
28.4 Jurisdictional limits. Some jurisdictions do not allow certain limitations of liability. In those jurisdictions our liability is limited to the extent the law allows.
29. Indemnification
29.1 By you. You will defend Searchpanel and its affiliates, officers and employees against third-party claims arising from: (a) Customer Content, including product data and claims you supply; (b) Generated Content or other changes you approve for publication, to the extent the claim arises from content you added or edited, from facts you supplied, or from your decision to publish despite our documented warnings; © your use of the Service in breach of Section 12 or applicable law; or (d) your violation of a Third-Party Service’s terms. You will pay damages and costs finally awarded or agreed in settlement for those claims.
29.2 By Searchpanel. We will defend you against third-party claims alleging that the Searchpanel Materials, as provided by us and used in accordance with these Terms, infringe that third party’s copyright, trademark or patent, or misappropriate its trade secrets, and will pay damages and costs finally awarded or agreed in settlement. This does not cover claims arising from Customer Content, Generated Content, Third-Party Services, combinations with items we did not provide, or modifications not made by us. If the Service becomes subject to a claim, we may obtain a licence, modify the Service or terminate the affected Subscription with a refund of prepaid fees for the unused term.
29.3 Process. The indemnified party must promptly notify the indemnifying party, give it control of the defence and settlement (no settlement may impose an admission or unpaid obligation on the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party’s expense.
30. Dispute resolution
30.1 Talk to us first. Before starting formal proceedings, the party with a dispute will send written notice describing it to the other, and both parties will try in good faith to resolve it for at least 30 days. This does not prevent either party from seeking urgent injunctive relief to protect intellectual property or Confidential Information.
30.2 Forum. Any dispute that is not resolved under Section 30.1 will be resolved exclusively in the state or federal courts located in Delaware, and each party consents to the personal jurisdiction of those courts.
30.3 Jury trial waiver. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS.
31. Governing law
These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.
32. Changes to these Terms
32.1 We may update these Terms to reflect changes in the Service, the law or our business. We will post the updated Terms with a new “Last Updated” date.
32.2 For material changes, we will give at least 30 days’ notice by email or in the Service before they take effect, unless a change is required sooner by law or addresses a security risk. For paid Subscriptions, material adverse changes take effect from your next renewal, and you may cancel before then. Where required by law, or where the change affects fees, renewal or dispute resolution, we will ask for your affirmative acceptance.
32.3 Changes do not apply retroactively to disputes that arose before the change took effect.
33. Electronic communications and notices
33.1 You agree that we may provide agreements, notices, receipts and other communications electronically, by email to the address on your Account or in the Service, and that these satisfy any requirement that they be in writing.
33.2 Legal notices to Searchpanel must be sent to hello@searchpanel.ai, with a copy to our postal address in Section 36. Notices are effective when received, and email notices when sent without a delivery-failure message.
34. Enterprise agreements and order of precedence
34.1 Enterprise customers may sign a Master Services Agreement, Order Form, Data Processing Addendum, Service Level Agreement or Statement of Work.
34.2 If documents conflict, this order applies: (a) the Data Processing Addendum, for personal-data matters; (b) a signed Master Services Agreement; © an Order Form or Statement of Work, for its specific scope; (d) a Service Level Agreement; (e) these Terms; (f) documentation and plan-specific terms. Terms in your purchase orders or procurement systems do not apply, even if accepted electronically.
35. General
35.1 Assignment. Neither party may assign these Terms without the other’s written consent, except that either party may assign them without consent to a successor in a merger, acquisition or sale of substantially all of its relevant business or assets, with notice to the other party.
35.2 Force majeure. Neither party is liable for delay or failure (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, government action, labour disputes not involving its own workforce, widespread internet or utility failures, cyber-attacks, or outages of Third-Party Services not caused by that party. The affected party will notify the other and resume performance as soon as practicable.
35.3 Severability and waiver. If a provision is held unenforceable, it will be enforced to the maximum extent permitted and the rest remains in effect. Failure to enforce a provision is not a waiver.
35.4 Relationship. The parties are independent contractors. These Terms create no partnership, agency, fiduciary or employment relationship.
35.5 No third-party beneficiaries. Except for indemnified persons under Section 29, these Terms do not give rights to anyone other than the parties.
35.6 Publicity. We will not use your name or logo in marketing without your prior permission, which you may withdraw for future use at any time.
35.7 Entire agreement. These Terms, together with the documents referenced in them and any Order Form, are the entire agreement between the parties about the Service and replace prior agreements on that subject.
35.8 Language. These Terms are drafted in English. Any translation is for convenience, and the English version controls to the extent permitted by law.
36. Contact
Xena Intelligence, Inc.
All enquiries — support, billing, privacy, security, legal notices and copyright complaints: hello@searchpanel.ai
