UPDATED NOVEMBER 15, 2024
A. This Terms of Use ("TOU") is a legally binding contract between SEOHawk. ("SEOHawk") and you, as a user of or subscriber to SEOHawk sites or services. The most current versions of the SEOHawk Privacy Policy and SEOHawk community etiquette are incorporated into this TOU by this reference, and supersede and replace all prior versions of the same.
B. SEOHawk offers businesses and individuals access to resources for search engine optimization, online marketing, and online local business listing management, including, without limitation, link analysis tools, software as a service available on a subscription basis, website profile services, search analytics, blogs, user-generated/personalized content tools, industry surveys, and opinion polls (any or all are “Services”).
C. SEOHawk Services are available from SEOHawk web domains, including, without limitation, hawkeye-seo.com and HQMmedia.com ("Sites").
D. TOU Acceptance and Agreement; Users and Subscribers.
E. SEOHawk may revise and update this TOU at any time for any reason in its sole and absolute discretion, effective immediately on posting the same to the Sites. The TOU will indicate at the beginning (top of the page) the date on which the current TOU was last revised and effective. It is your responsibility to check the then-current TOU for any changes. YOU AGREE THAT THE MOST RECENT VERSION OF THIS TOU LEGALLY BINDS YOU FOR ANY OF YOUR ACCESS OR USE OF THE SITES AND ANY SERVICES, AND YOU FURTHER AGREE THAT THE MOST RECENT TOU VERSION SUPERSEDES AND REPLACES THE PRIOR VERSION AND BINDS YOU FOR THE ENTIRETY OF ANY UNEXPIRED AND ACTIVE TERMS OF YOUR SUBSCRIPTIONS TO ANY SERVICES.
F. If you enter into a separate written agreement with SEOHawk, executed physically or digitally (e.g., DocuSign®) by both you and SEOHawk, for you to access or use any Sites or Services (“Other SEOHawk Agreement”), to the extent that the terms of any Other SEOHawk Agreement conflict with the terms of this TOU, the conflicting terms of such Other SEOHawk Agreement will override the conflicting terms of this TOU unless the Other SEOHawk Agreement states the contrary.
Certain Services include SEOHawk proprietary software as a service accessed and used from the Sites if you are a User of or Subscriber to any such Services, then you are also subject to the following specific terms and conditions.
A. The Services are available only to Users and Subscribers who:
B. You agree that you have or will enter into agreements with your individual users who access any Sites or Services on your behalf that protect SEOHawk, and any SEOHawk Content, Sites, or Services as much as this TOU.
C. If SEOHawk, through any Sites, Services, or otherwise, provides you user authentication and access tools (i.e., user name, password, access keys, etc.) for secure access to any Site or Services, you agree to keep that account access information protected, secure, and confidential, and not share it with others in any way that breaches this TOU. You agree that SEOHawk in its sole and absolute discretion may block you from any secure and restricted parts of any Sites or Services. You also agree to notify SEOHawk immediately of any unauthorized access to or use of secure and restricted parts of any Sites or Services that you (including but not limited to any of your users) know or should reasonably know about.
D. You agree that your rights in a subscription or use of any paid Services may depend on demonstrating that you have paid for the subscription to any applicable Services or Sites.
E. You acknowledge that if you sign up for any Services and pay via credit card, and SEOHawk cannot charge your credit card at renewal, SEOHawk may cancel your subscription and you may lose access to the Services and any data associated with your subscription.
F. While some Services may be paid for via invoice pursuant to an Other SEOHawk Agreement, SEOHawk may quote additional fees for invoiced accounts. If SEOHawk has entered into an invoicing relationship with you, the following terms apply unless superseded by another SEOHawk Agreement: You agree to pay all undisputed invoices within 30 days. You agree that SEOHawk may charge interest of 1.5% per month for past due invoices, or the highest rate permitted by law, and you are liable for reasonable attorney fees and collection costs arising from SEOHawk’s efforts to collect on past due amounts. If you fail to pay an invoice, SEOHawk reserves the right to cancel your subscription and access to any Sites or Services, and any data associated with your subscription or the Services.
G. Taxes. The price, fees, and other amounts payable to SEOHawk under this TOU do not include any sales, use, or other similar taxes assessed or imposed by any governmental authority. With regard to such amounts, you will pay or reimburse SEOHawk for all such charges as invoiced or provide certificates or other evidence of exemption.
H. You acknowledge that portions of the Sites and Services are publicly available or available to other Users and may be accessible by syndication programs (including data feed tools), search engines, metasearch tools, crawlers, metacrawlers, and other similar programs.
I. SEOHawk reserves the right to monitor your communications to the extent they are facilitated by any Sites or Services, and may disclose content and information about you, including content contained within your communications, if SEOHawk deems it reasonably necessary to: (1.) conform to legal requirements or respond to legal process; (2.) ensure your compliance with this TOU, the SEOHawk Privacy Policy, and/or the SEOHawk community etiquette; or (3.) protect the rights, property, personal safety, or interests of SEOHawk, its employees, customers, or the public.
You assume the following obligations with respect to any information, profiles, data, text, links, articles, software, photographs, graphics, video, music, sound, messages, or other materials that you upload, publish, or display on or through any Sites or Services, whether publicly posted or privately transmitted (“User-Generated Content”):
SEOHawk assumes no obligations to screen and does not routinely pre-screen any User-Generated Content that you upload, publish, or display on or through any Sites or Services. SEOHawk does not guarantee the accuracy, integrity, appropriateness, quality, or validity of any User-Generated Content. User Generated Content does not necessarily represent the views or opinions of SEOHawk and under no circumstances whatsoever will SEOHawk be liable for any User-Generated Content, including without limitation liability related to any loss or damage of any kind incurred from using any User-Generated Content uploaded, published, or displayed on or through any Sites or Services. Only you are solely responsible (at your own expense) for creating backup copies and replacing any of your User-Generated Content. While you agree that SEOHawk is not obligated to, SEOHawk may remove any User-Generated Content at any time at its sole discretion, including User-Generated Content that in SEOHawk's sole judgment violates this TOU or is offensive, illegal, or violates the rights of any person or entity, or harms or threatens the safety of any person or entity. SEOHawk assumes no obligation to maintain or store any User-Generated Content. SEOHawk may delete, modify, or restrict the display of User-Generated Content at any time for any reason, including but not limited to a change in Subscriber account level, Services cancellation, violation of the TOU, or violation of the SEOHawk community etiquette; once deleted, User-Generated Content may not be retrieved.
A. SEOHawk does not claim ownership of User-Generated Content. Subject to the rights granted to SEOHawk in this TOU, you retain full ownership of all User-Generated Content to the extent you would otherwise have intellectual property or other proprietary rights associated with it.
B. You authorize SEOHawk to use and copy any User-Generated Content that you upload, publish, or display on or through any Sites or Services as SEOHawk deems necessary to facilitate the posting and storage of such User-Generated Content.
C. You further authorize SEOHawk to anonymize and aggregate User-Generated Content and any other data you share with SEOHawk (“User Data”), including data associated with your Google Analytics and social media profiles, and by way of example and not limitation, to provide current or future services and for benchmarking, research and development, data products, or other marketing purposes. By uploading, publishing, or displaying User Data on or through any Sites or Services (including authorization to access any third-party account or profile), you grant SEOHawk, its affiliates, and partners an irrevocable, perpetual, worldwide, royalty-free, non-exclusive license (with the right to sublicense) to use anonymized and aggregated User-Generated Content and User Data, in all present and future media, and in any manner relating to SEOHawk's business including to provide any Sites or Services.
D. For any User-Generated Content that you upload, publish, or display on or through any community portions of the Sites ("Interactive Content"), including without limitation your User Profile and any future SEOHawk Sites or Services that are designed to be viewed by the public or other Subscribers, you grant to SEOHawk, its affiliates, and partners an irrevocable, perpetual, worldwide, royalty-free, non-exclusive, transferable license (with the right to sublicense) to use, reproduce, translate, alter, publicly perform, publicly display, modify, adapt, publish, excerpt (in whole or in part), and distribute such Interactive Content, in whole or in part, in all present and future media and in any manner relating to SEOHawk's business (including, without limitation, on the sites of our affiliates, partners, and others with whom SEOHawk may have business relationships relating to any Sites or Services). You further agree that SEOHawk is free to use any ideas, know-how, concepts, techniques, or other materials implied by Interactive Content. You acknowledge that SEOHawk may retain archived copies of such Interactive Content. Subject to the preceding, you may remove Interactive Content from the Sites at any time.
E. Except for the rights to access and use the Services expressly granted to you by this TOU, SEOHawk retains all right, title, and interest in and to any Sites or Services, including all related intellectual property rights. Any Sites or Services are protected by applicable intellectual property laws in the US and internationally. No grant or transfer of any right, title, or interest to you shall be implied. Notwithstanding anything to the contrary, upon termination or expiration of this TOU as applicable to you, all rights and licenses granted to you under this TOU shall terminate.
SEOHawk may limit use of any Sites or Services at its discretion, including the frequency with which you may access any Sites or Services or your ability to post User-Generated Content. SEOHawk reserves the right to modify, update, interrupt, suspend or discontinue, temporarily or permanently, all or a part of any Sites or Services without notice. You agree that SEOHawk shall not be liable to you or to any third party for any modification, suspension, or discontinuance of any Sites or Services. You are also responsible for providing all equipment you use to access any Sites or Services.
A. “Feedback” means any ideas, suggestions, or comments that you provide to SEOHawk related to any Sites, Services, or any other SEOHawk technologies, products, service, or business activities (in beta, pre-release, or released versions). You agree that you have no expectation of, and SEOHawk has no obligations for, confidentiality or privacy in any Feedback. You grant SEOHawk a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish, or perform any Feedback and to make, have made, sell, offer to sell, and import any products, services, or materials existing now or in the future that include or incorporate any of your Feedback, including but not limited to any Sites or Services.
B. From time to time, SEOHawk may add new features to the Services that may be described as "beta" services or features (collectively, "Beta Features"). Beta Features will be considered part of the Sites or Services and all provisions of this TOU relating to any Sites or Services will apply to the Beta Features as well. Users acknowledge that Beta Features may be untested, non-functional, and/or partially functional features of the Sites or Services. If you use a Beta Feature, you do so at your own risk. Notwithstanding anything else in this TOU to the contrary, Beta Features are provided “AS IS” and SEOHawk disclaims any warranties associated with any Beta Feature. You assume and bear any risk that Beta Features may harm or interrupt operation of your software or hardware.
SEOHawk occasionally and in its sole discretion may offer Subscribers opportunities to earn credits toward future Services ("Service Credits"), including, for example, Service Credits for new Subscriber referrals. Service Credits may be revoked at any time and for any reason at SEOHawk's discretion, and are never redeemable for cash, exchanged, sold, or rolled into a separate account. Reasons why SEOHawk might exercise discretion and revoke and void Service Credits include but are not limited to a referred account that is not an actual person or company, is otherwise not in good standing, or was fraudulently obtained. SEOHawk in its sole discretion may also undertake other actions (such as terminating your subscription or banning you from any future referral program) for such behavior. Unused credits may expire at the discretion of SEOHawk.
A. As between you and SEOHawk, other than User-Generated Content, SEOHawk owns all right, title, and interest in any Sites or Services, including without limitation the visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, and all other elements and components of any Sites or Services ("SEOHawk Content").
B. SEOHawk owns the copyrights, trademarks, service marks, trade names, and other intellectual property and proprietary rights throughout the world associated with SEOHawk Content, the Sites, and the Services. Moreover, the term “SEOHawk” and anything on the Sites that identifies or distinguishes SEOHawk from any other goods and services are registered or unregistered trademarks of SEOHawk (the "SEOHawk Trademarks"). Except as otherwise permitted by law, you agree not to display or use in any manner the SEOHawk Trademarks without SEOHawk's prior written consent.
C. Subject to any of your rights under applicable law (e.g., as a licensee of software under applicable legislation deriving from EU Directive 2009/24/EC, if applicable), you shall not, nor shall you assist anyone else to:
SEOHawk shall have sole and exclusive discretion to determine violations of these restrictions and may immediately suspend your account and access to any Sites or Services for violations of these restrictions.
D. Except for your rights to access and use any Sites or Services and the SEOHawk Content expressly granted by this TOU, SEOHawk retains all right, title, and interest in and to SEOHawk Content and any Sites or Services, including all related intellectual property rights. SEOHawk Content and any Sites or Services are protected by applicable intellectual property laws in the US and internationally. No grant or transfer of any right, title, or interest to you shall be implied. Notwithstanding anything to the contrary, on termination or expiration of this TOU, all rights and licenses granted to you under this TOU shall terminate.
If you believe that your work has been used related to this TOU in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify SEOHawk at legal@hawkeye-seo.com or contact our copyright agent as follows:
Attention: Administrator, SEOHawk/HQM Media, LLC, 119 W. Gregory Blvd. #8511, Kansas City, MO 64114.
You must provide all of the following in writing: identify the copyrighted work that you claim has been infringed (or if multiple copyrighted works, then a representative list of such works); identify the content on the Services that you claim is infringing with enough detail so that SEOHawk may locate it; your statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; your statement declaring that the notification is accurate, and, under penalty of perjury, that you are the exclusive owner of the copyright interest involved or that you are authorized to act on behalf of the exclusive owner; information reasonably sufficient to permit SEOHawk to contact you, i.e. address, telephone number, and email address; and your physical or electronic signature.
On receiving your above notice, SEOHawk will take whatever action, in its sole discretion, it deems appropriate, including removal of the disputed use from the Sites or Services or termination of the posting account.
You agree to indemnify and hold SEOHawk and its affiliates, officers, agents, subsidiaries, partners, and employees harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party arising from (1.) User-Generated Content or User Data you post, transmit, or make available through any Sites or Services; (2.) your unauthorized use of any Sites or Services; (3.) your connection to the Services, including your use of the Services, to provide a link to upload content or other information to other websites; or (4.) your violation of the TOU (including the Privacy Policy or SEOHawk community etiquette); or (5.) your violation of any third party’s rights, including but not limited to any intellectual property rights.
Each party warrants and represents that it shall comply with all applicable laws and regulations in performing its obligations under this TOU. EXCEPT FOR ANY EXPRESS WARRANTY IN THIS TOU, SEOHawk AND ITS THIRD-PARTY SUPPLIERS HEREBY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES REGARDING ANY SEOHawk CONTENT, SITES, OR SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND QUALITY. SEOHawk AND ITS THIRD-PARTY SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, SUITABILITY, ACCURACY, OR COMPLETENESS OF ANY SITES OR SERVICES OR THE RESULTS YOU MAY OBTAIN FROM THEIR USE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SEOHawk AND ITS THIRD-PARTY SUPPLIERS DO NOT REPRESENT OR WARRANT THAT (1.) THE OPERATION OR USE OF ANY SITES OR SERVICES WILL BE TIMELY, UNINTERRUPTED, OR ERROR-FREE, OR (2.) THE QUALITY OF ANY SITES OR SERVICES WILL MEET YOURS OR ANY OTHER REQUIREMENTS. YOU ACKNOWLEDGE THAT NEITHER SEOHawk NOR ITS THIRD-PARTY SUPPLIERS CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT ANY SITES OR SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES, AND THEREFORE NEITHER SEOHawk NOR ANY OF ITS THIRD-PARTY SUPPLIERS ARE RESPONSIBLE FOR ANY DAMAGE RESULTING FROM SUCH PROBLEMS. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY SEOHawk, ANY SITES OR SERVICES ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE.” Users or Subscribers may have additional rights as a consumer under local law that this TOU cannot change.
You are solely and entirely responsible for any third-party software that you obtain and use in connection with any Sites or Services. SEOHawk exercises no control over such third-party software and is not responsible for its performance. Your purchase or use of such software shall be governed by the terms and conditions of such third parties, and you may therefore be asked to accept terms and conditions at the time of purchase and/or access. SEOHawk is not responsible or liable, directly or indirectly, for any damage or loss caused to you by use of or reliance on any third-party software. You are responsible for all fees charged to you by third parties, or such software or other services you require related to accessing or using any Sites or Services. You are responsible for obtaining all licenses for third-party software for your use with any Sites or Services. If SEOHawk believes that you lack necessary rights to use any third-party software that you depend on or use with any Sites or Services, SEOHawk may suspend or terminate your access to such Sites or Services.
You agree that these exclusions of damages and limitations of liability are a fundamental element of the parties’ agreements in this TOU.
(1.) Under no circumstances will SEOHawk or any of its third-party suppliers or any of their respective affiliates be responsible for any loss or damage resulting from your reliance on information or other content posted on the Sites or transmitted to or by you or any other Users or Subscribers.
(2.) TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER SEOHawk NOR ANY OF ITS THIRD-PARTY SUPPLIERS SHALL BE LIABLE TO YOU OR ANYONE ELSE, INCLUDING BUT NOT LIMITED TO ANY ORGANIZATIONS, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO: DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES RESULTING FROM ANY ACCESS TO OR USE OF ANY SITES OR SERVICES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SEOHawk OR ANY OF ITS THIRD-PARTY SUPPLIERS WERE ADVISED THAT SUCH DAMAGES WERE POSSIBLE. The disclaimer in the preceding sentence includes any damages arising from your inability to access or use any Sites or Services (including due to modification, suspension, blocking, discontinuance, cancellation, or termination of any Services or any part thereof). Without limiting the foregoing, you specifically acknowledge and agree that neither SEOHawk nor any of its third-party suppliers is liable for the defamatory, offensive, infringing, breaching, fraudulent, or illegal conduct of other users, subscribers, or third parties and that any risk from the foregoing are assumed entirely by you. These limitations apply to any matter related to any Sites, Services, or their content; third-party Internet sites, programs, or conduct; viruses or other disabling features; incompatibility between any Sites or Services and other services, software, or hardware; and any delay or failure in initiating, conducting, or completing any transmission or transaction connected with any Sites or Services in an accurate or timely manner.
(3.) Limitation of Liability. Any liability of SEOHawk or any of SEOHawk's third-party suppliers of any kind arising out of or related to this TOU (including but not limited to warranty claims) or any of your use of the Sites or Services, regardless of the forum and whether any action or claim is based on breach of contract, breach of warranty, tort (including negligence), or any other legal theory, shall not exceed the greater of (a.) the total amount paid by you to SEOHawk to access or use any Sites or Services giving rise to such liability during the six (6) months immediately preceding the date the liability arose or (b.) twenty United States dollars (USD$20.00).
(4.) This Section 15.B. applies even if this remedy does not fully compensate you for any losses or fails its essential purpose; or even if SEOHawk or any of its third-party suppliers knew or should have known about the possibility of the losses, liability, or damages. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, or limitation of liability for certain claims or causes of action, so the above limitations or exclusions may not apply to you in these jurisdictions.
Your Internet use may be global; thus, you agree to comply with all local rules and laws regarding your access and use of any Sites or Services through the Internet, and without limitation, you will comply with all applicable laws regarding obscene and indecent content and transmitting technical data exported from the United States or the country in which you reside.
With respect to any personal data (as defined under the General Data Protection Regulation [GDPR] [EU] 2016/679 and any other applicable data protection legislation) (“Personal Data”) which SEOHawk processes on your behalf, SEOHawk does not process any Personal Data as a part of its core function. SEOHawk is more typically the Data Controller and is not a Data Processor to Personal Data in which you are a Data Controller. However, in the unlikely event that you believe SEOHawk is a Data Processor to you as a Data Controller, please contact SEOHawk at legal@hawkeye-seo.com, and SEOHawk can consider if it is necessary under applicable law for you to appoint SEOHawk as a Data Processor pursuant to an appropriate Data Processor agreement/addendum.
Upon termination of Services, any payment liabilities owed to SEOHawk and accrued prior to the effective date of the termination will survive. In addition to any obligations or restrictions in the TOU that by their nature should reasonably survive termination of this TOU, the following sections shall also survive termination of this TOU: 1.A., 1.D.(1.), 1.D.(3.), 1.F., 2.C., 3.A.(1.), 3.A.(6.)(a.), 3.B.(1.), 3.B.(3.), 4.C., 4.F., 4.G., 4.J., 5., 6., 7.C. to 7.E., 8., 9., and 11. to 18. You are solely responsible for removing your information and material from any Sites or Services prior to any termination. SEOHawk is not obligated to retain your information, material, or data following termination.
SEOHawk may change any Sites or Services from time to time, with or without notice, by adding, modifying, suspending, or discontinuing features of such Sites or Services. Your access to and use of any Sites or Services depends on you complying with any applicable laws or this TOU.
Neither you nor SEOHawk will be liable to the other for any delay or failure to perform any obligation under this TOU if the delay or failure is due to circumstances beyond such party’s reasonable control. The affected party will notify the other party of such an event and resume performance as soon as reasonably practicable.
If SEOHawk must send you additional information regarding the TOU or any Sites or Services, you consent to receiving this information electronically. SEOHawk may provide required information to you by email at any address you registered with the Sites or Services or via posting on the Sites or Services. Notices provided to you via email are effective on the transmission date. You will provide SEOHawk any written notice under this TOU by email to legal@hawkeye-seo.com.
This TOU is governed by the laws of the State of Missouri, USA, without regard to its conflict of law provisions. You irrevocably consent to the exclusive jurisdiction of the state and federal courts located in Jackson County, Missouri, USA to resolve any dispute, claim, or controversy that arises from this TOU.
This TOU shall neither obligate SEOHawk, nor provide any rights, to any third-party whatsoever as an intended third-party beneficiary under this TOU. You and SEOHawk are independent contractors without authority to bind each other or to make any representations on behalf of the other party, and you and SEOHawk shall not be held to be partners or co-venturers. If any provision of this TOU is held invalid or unenforceable, such provision shall be held superseded by a valid, enforceable provision that most closely matches the intent of the original provision; the remaining provisions will remain in full force and effect. Any party's failure to act with respect to a breach of this TOU does not constitute a waiver or affect that party's rights to act subsequently. You may not assign rights or delegate any duties under this TOU without prior written notice to and consent by SEOHawk. This TOU will bind any permitted successors and permitted assigns.
The TOU (along with the Privacy Policy, SEOHawk community etiquette, and any Subscriber agreement or other agreement accepted by you and an authorized representative of SEOHawk that is incorporated by reference into the TOU) constitutes the entire agreement between you and SEOHawk and governs your access to and use of any Sites or Services, superseding any prior agreements between you and SEOHawk (including, but not limited to, any prior versions of the TOU). In no case shall any terms on a purchase order or other non-SEOHawk ordering document from you apply to, in addition to, or otherwise be included in the provisions of this TOU without SEOHawk's prior written consent and agreement. No modification of this TOU is binding unless it is in writing and signed by you and SEOHawk.