1.1 Thank you for using Yep! These Terms of Service (the "Terms") are a binding agreement between you and Ahrefs Pte. Ltd. ("Ahrefs", "we", "us" or "our") (UEN No. 201227417H) of 16 Raffles Quay #33-03 Hong Leong Building Singapore 048581 (each a "Party" and collectively, the "Parties") with respect to your use of Yep (https://yep.com/) and all products and services in connection with Yep from time to time, including the Yep search engine ("Yep Search") (collectively, "Yep Services").
1.2 By using or accessing Yep Services, you agree to be bound by the Terms, our Privacy Policy, Content Policy and Data Processing Addendum, which are expressly incorporated herein.
1.3 Where you are entering into the Terms on behalf of a company, organisation or entity, you represent that you agree to the Terms on behalf of such entity and you warrant that you have the authority to bind the entity to the Terms. In such cases, all references to "you" will refer to the entity.
1.4 Ahrefs reserves the right, at our sole discretion, to amend the Terms, in whole or in part, at any time without notice and with immediate effect. The current version of the Terms can be found on https://yep.com/policies/terms and the last modified date may be viewed at the top of the page. By continuing to use Yep Services, you agree to the current version of the Terms. We encourage you to review the Terms periodically. If there are material changes to the Terms, we may require you to re-accept the Terms to continue use of Yep Services or any products and services within Yep Services.
1.5 Arbitration Notice. Unless you opt out of arbitration within 30 days of the date you first agree to the current version of the Terms using the procedure stated in clause 15.6, you agree to section 15 of the Terms which requires that you submit any claims against us to binding and final arbitration on an individual basis and not as part of a class, representative or consolidated action.
2.1 In addition to the terms defined elsewhere herein, the following terms shall have the meaning ascribed to them in this section.
2.2 "AI Content" refers to all information, data, content, messages, photos, videos, recordings, images, ideas and other materials generated, displayed, produced or made available for and in relation to Yep Services with the use, support or assistance of AI Tools, including Generative AI Content as defined in section 6 of the Terms.
2.3 "AI Tools" refers to products, services, features, tools or functionalities of or within Yep Services that are built on, integrated with or supported by artificial intelligence.
2.4 "Beta Services" refers to products, services, features, tools or functionalities in connection with Yep Services that are made available to our customers for their internal evaluation and testing purposes only and which, at our sole discretion, may or may not be published, launched or made publicly available thereafter.
2.5 "Content" refers to all information, data, content, messages, photos, videos, recordings, images, ideas and other materials provided, generated or made available for and in relation to Yep Services, including AI Content.
2.6 "Third Party Content" refers to all information, data, content, messages, photos, videos, recordings, images, ideas and other materials that Yep Services collect on your behalf from Third Party Services.
2.7 "Third Party Service(s)" refers to any third-party product, service, software, technology and/or code provided under separate terms that is used to build or support Yep Services or is offered in conjunction with Yep Services, including integration partners and open-source software.
2.8 "User Content" refers to all information, data, content, messages, photos, videos, recordings, images, ideas and other materials that you provide to us in relation to Yep Services (including AI Tools) or through Yep Services to Third Party Services.
3.1 The Terms shall be governed by, construed and enforced in accordance with the laws of the Republic of Singapore, without regard to conflict of law principles.
3.2 The Terms, which incorporates our Privacy Policy, Content Policy and Data Processing Addendum, constitute the entire agreement between the Parties and supersedes all previous representations and correspondence between the Parties.
3.3 Ahrefs shall not be bound by any other term or condition proffered by you in any correspondence or document, regardless of whether we expressly object to such term or condition.
3.4 The Terms are in the English language, which prevails over any translations of it to other languages.
3.5 The headings and titles used in the Terms are for convenience only and shall not be considered in construing or interpreting the Terms.
3.6 The term "including" in the Terms shall be interpreted to mean "including but not limited to".
4.1 You agree that you are responsible for maintaining the security and confidentiality of your details and activities and for procuring and maintaining all resources or equipment necessary to use Yep Services.
4.2 You agree that you will not:
hide or misrepresent who you are to use Yep Services or to breach the Terms;
use Yep Services in violation of applicable laws and regulations, such as to perform fraudulent activity;
use Yep Services, including AI Tools, in a manner which produces or generates content that is in violation of our Content Policy;
provide, input or use User Content that is illegal or in violation of our Content Policy;
modify, copy, prepare derivative works of, decompile, reverse engineer, disassemble, or reduce Yep Services to human-readable form, or attempt to discover the source code or underlying components of models or algorithms of Yep Services (unless legally compelled to by applicable law);
abuse, harm, interfere with or disrupt Yep Services or its systems or security-related features, such as by introducing or transmitting worms, viruses or any code of a destructive or malicious nature or by imposing an unreasonably or disproportionately large load on the infrastructure of Yep Services;
manipulate, interfere with or disrupt the integrity, security, functionality or performance of Yep Services or its components;
take advantage of any feature or functionality in relation to Yep Services that a reasonable person would consider to be an obvious omission or error;
except through the software or search agents provided by Yep Services, search, crawl, scrape or harvest data or information from Yep Services through the use of any engine, software, tool, agent, device or mechanism;
except where expressly permitted by us, use Yep Services through an automated means;
where you are expressly permitted by us to use Yep Services through an automated means, access Content in violation of the machine-readable instructions on our web pages such as robots.txt files that disallow crawling, training or other activities;
use Yep Services to develop a product or service which competes with us or any of our products and services;
use Yep Services to violate our or others' rights including intellectual property rights; and/or
attempt to circumvent or bypass any functionalities, restrictions, limits or access features of Yep Services.
4.3 You agree to use reasonable efforts to prevent any unauthorised use of Yep Services. Upon being made aware of any unauthorised use of Yep Services, you agree to immediately notify us at [email protected], take all necessary steps to terminate the unauthorised use, and provide us with your full cooperation and assistance to terminate, rectify and/or prevent further unauthorised use.
4.4 You agree to use Beta Services solely for your internal, non-commercial evaluation and testing purposes.
4.5 Yep Services contains features or tools supported by Gemma. You acknowledge that the provision of Gemma as part of Yep Services is subject to the Gemma Terms of Use at https://ai.google.dev/gemma/terms, and you agree that you will not use Yep Services for the restricted uses set forth in the Gemma Prohibited Use Policy at https://ai.google.dev/gemma/prohibited_use_policy, which is hereby incorporated by reference into the Terms.
4.6 Yep Services includes products and services which are undergoing continuous changes and improvements as part of our product and software development process or which operate in connection with and/or in reliance on Third Party Services or application programming interfaces and integrations. You agree that there may be errors, bugs, issues or interruptions with Yep Services (including any paid-up functionalities) and while we undertake commercially reasonable efforts to ensure otherwise, we have no obligation to provide notice and/or correct, update, modify, maintain or repair Yep Services. We reserve the right, at our sole discretion and without liability to you or any third party, to modify, update, or fully or partially discontinue Yep Services at any time and for any reason, temporarily or permanently, with or without notice.
4.7 You agree that you are solely responsible for retaining and maintaining copies of User Content and that Ahrefs has no obligation to store, extract or transfer any User Content to you under any circumstance.
5.1 Yep Services may offer features or tools that enable you to connect to and/or use Third Party Services, including Gemma. By connecting to a Third Party Service, you are permitting us to receive and store any safe authentication token(s) from the Third Party Service, where applicable.
5.2 By connecting to a Third Party Service, you authorise us to process all Third Party Content. You agree that you shall collect, use and process Third Party Content in compliance with the terms and conditions applicable to it and any applicable laws, including privacy laws.
5.3 You agree that your use of any Third Party Service, including your use of User Content in relation to such Third Party Service, is governed solely by such Third Party Service's terms and conditions, usage guidelines and/or other related agreements, and that you shall use such Third Party Service in compliance with such terms and conditions.
5.4 Ahrefs does not endorse, is not liable for, and makes no representations or warranties in relation to any and all aspects of Third Party Services and your use of Third Party Services. You acknowledge that we have no control over and are not responsible for Third Party Services. Should any Third Party Service cease or modify its provision of access, we reserve the right, at our sole discretion and without liability, to discontinue access to such Third Party Service. You agree to irrevocably waive any claim against us with respect to any Third Party Services.
6.1 Yep Services may contain AI Tools. You agree to use AI Tools, AI Content and Generative AI Content (as defined below) in compliance with the Terms and any applicable law.
6.2 AI Tools may be built on or supported by Third Party Services. You acknowledge that your use of AI Tools, AI Content and Generative AI Content (as defined below) may also be subject to the terms and conditions, usage guidelines and/or other related agreements of such Third Party Services and you agree to be solely responsible for complying with all applicable terms.
6.3 You acknowledge and agree that:
AI Content may be incomplete, inaccurate or offensive and does not represent, in any way, any views, endorsements or affiliations of Ahrefs;
any reliance on AI Content is at your own risk;
Ahrefs disclaims all warranties, express or implied, in relation to AI Content, including any warranty that AI Content does not violate the rights of third parties or any applicable law;
all other disclaimers herein, including but not limited to the disclaimers set out in section 12 (Warranties and Disclaimer), apply to AI Content to the fullest extent as contemplated in the Terms;
you are solely responsible for your use of AI Content; and
you shall conduct human review and evaluation of AI Content before engaging in any use of AI Content.
6.4 To the extent that and only where:
you provide input to AI Tools;
you own all necessary rights, licences and permissions in the input you provide to AI Tools; and
you receive output from AI Tools based on the input you provide to AI Tools ("Generative AI Content")
you own all rights, title and interests, if any, in and to Generative AI Content.
6.5 You agree that you shall not provide any input to AI Tools which:
contains trademarks or other materials subject to third party intellectual property rights, unless you own the necessary rights in such materials;
contains personal information, unless you own the necessary permissions to such information, including but not limited to having complied with all data protection and privacy laws applicable to such personal information;
is intended to generate output that is substantially similar to works that are subject to third party intellectual property rights, unless you own the necessary rights in such work;
is in violation of our Content Policy or is intended to generate or distribute output that is in violation of our Content Policy;
is in breach of the Terms; or
is in violation of any applicable law.
6.6 Notwithstanding clause 6.4, you acknowledge and agree that:
Generative AI Content may not be unique to you;
other users of Yep Services or AI Tools may receive output with similarity to Generative AI Content and you do not have any right, title or interest in any such output; and
Ahrefs reserves the right, at its sole discretion, to process, screen, review, remove, block or otherwise amend Generative AI Content before Generative AI Content is provided to you.
7.1 We reserve the right, at our sole discretion and determination, without liability and with immediate effect, to restrict functionality, suspend, terminate your use of Yep Services or take any other appropriate measure (for instance, blocking your IP address) for reasons including but not limited to:
your use of Yep Services poses a security risk to us, Yep Services or any third party;
your use of Yep Services may adversely impact us, our affiliates, partners or customers;
your use of Yep Services may subject us or our affiliates to liability or breach under any applicable law;
your use of Yep Services may be fraudulent, abusive, discriminatory or illegal;
your use of Yep Services may disparage or devalue our reputation or goodwill;
you have not fulfilled your payment obligations to us, whether arising out of the use of Yep Services or any other products and services of Ahrefs;
you are in breach of the Terms, including any representations and warranties within;
you become a subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors;
there has been unauthorised use of Yep Services; and/or
we were requested to do so by any legal or public authority under any applicable law.
7.2 Upon termination of your use of Yep Services, any license rights granted to you under the Terms will terminate with immediate effect and any outstanding payments due to Ahrefs (whether arising out of the use of Yep Services or any other products and services of Ahrefs) shall become immediately due and payable.
7.3 You may appeal our decision under this section by writing to us at [email protected]. All appeals are subject to review by us and may not be available in all circumstances.
8.1 If a Party (the "Receiving Party") obtains access to Confidential Information (as defined below) of the other Party (the "Disclosing Party") in connection with the negotiation or performance of any agreement in relation to Yep Services, the Receiving Party agrees that:
the Disclosing Party shall retain ownership of the Confidential Information and the Receiving Party shall not acquire any rights therein, except to the extent provided in the Terms;
the Receiving Party shall use at least the same degree of care (but not less than reasonable care) to protect the Confidential Information from unauthorised disclosure or access that the Receiving Party uses to protect its own Confidential Information, including measures to protect against the unauthorised use, access, destruction, loss and alteration of such Confidential Information;
except with the Disclosing Party's written consent otherwise, the Receiving Party shall use the Confidential Information only for the purposes of and as necessary to perform its obligations under the Terms; and
except as otherwise provided in the Terms, no Confidential Information shall be made available by the Receiving Party to any third party for any purpose, unless the Disclosing Party provides its written consent and the third party agrees in writing to treat Confidential Information in accordance with non-disclosure terms at least as comprehensive as those in the Terms ("Authorised Third Party"). The Receiving Party agrees to be liable for a breach of such non-disclosure terms by the Authorised Third Party.
8.2 "Confidential Information" shall refer to any information disclosed by the Disclosing Party to the Receiving Party in connection with the negotiation or performance of any agreement in relation to Yep Services in any form which:
in the case of a tangible disclosure, the Disclosing Party affixes to such disclosure an appropriate legend or marker such as "Proprietary" or "Confidential";
in the case of an intangible disclosure, the Disclosing Party makes a contemporaneous oral statement or delivers to the Receiving Party a written statement within seven (7) days to the effect that such disclosure is confidential; or
in the case of either a tangible or intangible disclosure, the Receiving Party should reasonably regard as Confidential Information, which may include the Disclosing Party's business or technical information or trade secrets;
but which shall not include:
information that the Receiving Party rightfully received from a third party with the right to disclose it;
information that was previously rightfully known by the Receiving Party free of any obligation to keep it confidential;
information that was previously rightfully known by the Receiving Party free of any obligation to keep it confidential;
information that is independently developed by the Receiving Party without use of or reference to the Confidential Information.
8.3 For the purposes of the Terms, the Beta Services are Confidential Information.
8.4 Without prejudice to clause 8.1, the Receiving Party may disclose Confidential Information to its directors, officers or employees on a need-to-know basis if they agree in writing to treat Confidential Information in accordance with non-disclosure terms at least as comprehensive as those in the Terms ("Authorised Person"). The Receiving Party agrees to be liable for a breach of such non-disclosure terms by the Authorised Person.
8.5 Without prejudice to clause 8.1, the Receiving Party may disclose Confidential Information as required to comply with any laws and regulations applicable to it under the Terms or orders of governmental entities with jurisdiction over it where the Receiving Party
provides the Disclosing Party with prior written notice sufficient to allow the Disclosing Party to seek any remedy it deems necessary or appropriate (except to the extent that the Receiving Party's compliance with this obligation will cause it to violate any legal requirements);
where the foregoing prior written notice will cause the Receiving Party to violate any legal requirements, provides the Disclosing Party with written notice as soon as practicable and without undue delay;
discloses Confidential Information only to the extent as so required; and
uses commercially reasonable efforts to obtain confidential treatment for Confidential Information so disclosed.
9.1 All Content are on an "as-is" and "as available" basis without any warranty, and could include technical, typographical or photographic errors.
9.2 You agree that when using Yep Services, you will be exposed to Content from a variety of sources and acknowledge that Content may be inaccurate, offensive, indecent or objectionable. You agree we have no obligation to monitor, update, revise or amend any Content. Any reliance on any and all Content is at your own risk.
9.3 Without prejudice to the foregoing, we reserve the right, at our sole discretion and without liability, to monitor, screen, refuse, remove, edit, transfer or block any Content from or within Yep Services. For the avoidance of doubt, nothing in this clause assumes our liability or responsibility over and in relation to any such Content.
9.4 Yep Services may provide access to content, products and services from third parties, including links to external or unaffiliated websites. Unless expressly stated otherwise, the inclusion of any link or third-party content does not imply our endorsement or approval or any relationship with the third party. You agree that Ahrefs has no control over and is not responsible for such content and you agree to irrevocably waive any claim against us with respect to such content.
10.1 Ahrefs retains sole ownership of all intellectual property rights in Yep Services, including patents, trademarks, copyrights, trade secrets and any other proprietary rights inherent in Yep Services which encompass innovations, visual interfaces, graphics, design, compilation, computer code, data, software, algorithms, products and domain names.
10.2 Other than what is expressly granted in the Terms, we do not grant you any rights, title or interest in Yep Services. You agree to attribute such proprietary rights in any publication or distribution, where applicable.
10.3 Content may be collected from public domain sources and Content remains the sole responsibility of those who make it available. Where Content is subject to intellectual property rights, such as Content accessible through Ahrefs, all intellectual property rights vest in their respective owners.
10.4 Subject to your complete and ongoing compliance with the Terms and the fulfilment of your payment obligations to us (whether arising out of the use of Yep Services or any other products and services of Ahrefs), Ahrefs grants you a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use Yep Services solely for the purposes of your internal business operations.
10.5 You agree to grant us a non-exclusive, worldwide, royalty-free and fully paid-up licence to use (including to process, host, store, transfer, display, modify, publish, distribute or create derivative works of), in any form, all User Content for the purposes of providing Yep Services.
10.6 You agree to grant us a non-exclusive, worldwide, royalty-free and fully paid-up licence to use your company name and logo on our website and in any promotional materials, press releases, investor materials and other stockholder communications. You are able to withdraw your permission under this clause by email in writing to [email protected].
10.7 Except and solely to the extent that such a restriction is impermissible under applicable law, you agree that you shall not engage in any use of Yep Services, Content or User Content in violation of intellectual property rights, including but not limited to:
reproducing, duplicating, copying, selling, trading, transferring, assigning, publishing, or exploiting for any commercial purposes, any portion of Yep Services, or use or access to Yep Services or the computer code that powers Yep Services, without our express written consent;
misrepresenting the ownership or source of Content or User Content, such as obscuring, removing, changing or falsifying any trademark, copyright, author attributions or other proprietary notice; and/or
reproducing, duplicating, copying, using or publishing any portion of Content or User Content to an infringing extent under any laws and regulations applicable to you under the Terms.
10.8 If you believe that there has been infringement of your intellectual property rights in relation to any use of Yep Services, please notify us via email in writing to [email protected]. You understand that we may require your cooperation to investigate the alleged infringement, including but not limited to the provision of further information on the alleged infringement in a specified format.
11.1 You agree to our collection and processing of your information in line with the Terms and our Privacy Policy as you use Yep Services. Such information will include:
data collected automatically and/or in connection with the use of cookies and similar technologies;
information provided voluntarily as you use Yep Services, including User Content; and
information from Third Party Services when you connect to and/or use Third Party Services, whether as part of or through Yep Services.
11.2 You agree that we may use User Content, including any content you provide to us in connection with your use of AI Tools, to train our machine learning models and support and develop AI Tools.
11.3 You authorise and agree to our use of non-personal, de-identified and/or aggregated data derived from the operation and use of Yep Services, including but not limited to User Content and data associated with your Google Analytics and Google Search Console accounts, for our business and/or operating purposes such as:
to compile usage and performance information and metrics related to Yep Services;
to operate, improve, develop, support and evolve Yep Services;
to develop and publish benchmarks and similar informational reports (such data shall only be disclosed externally in de-identified and aggregated form); and/or
for any other lawful purpose.
Ahrefs owns all rights, title and interest in such de-identified and/or aggregated data and any data derived therefrom and you agree that we have no obligation to provide you with any attribution.
11.4 All information in relation to your use of Yep Services is collected and processed in accordance with our Privacy Policy. For more details on our processing of information and how you may exercise your rights to your information, please refer to our Privacy Policy.
12.1 You hereby represent and warrant that:
you are at all times in compliance with any and all laws and regulations of any jurisdiction that may be applicable to you (including export control, sanctions and privacy laws) in respect of all activities conducted in relation to your use and conduct of Yep Services;
where you are an individual, you are at least 18 years old or where you are below 18 years old but at least 13 years old, you have permission from a parent or guardian who will be liable for the use of Yep Services, including any financial transactions or obligations which may be incurred through such use;
you have all the relevant rights and permissions to enter into the Terms and use Yep Services;
you are not in violation of any laws, regulations and/or intellectual property rights or will cause Ahrefs to be in violation of such laws, regulations and/or intellectual property rights in respect of all User Content; and
you have all the relevant rights and permissions to grant Ahrefs the licence to User Content as in clause 10.5.
12.2 Yep Services are provided on an "as is" and "as available" basis without any representations, warranties, guarantees or conditions of any kind. To the maximum extent permitted by applicable law, we expressly disclaim any and all warranties in relation to Yep Services and Content, whether statutory, express or implied, oral or written, including but not limited to the accuracy, condition, security, value, quality, non-infringement, non-interference, merchantability or fitness for a particular purpose, or that your use of Yep Services will achieve any intended result, be continuous, uninterrupted, or error-free, or that Yep Services will be compatible with any software, system or other service, or that we will update, revise, correct or rectify any errors or defects with Yep Services.
13.1 To the maximum extent permissible under applicable law, Ahrefs shall not at all, whether in contract, tort or otherwise, be liable for any loss of profit or revenues, loss of use of products or services, cost of capital, financial losses, loss of business opportunity, loss of reputation, loss of contract, failure to meet contractual commitments or deadlines, downtime costs, increased expense of operation, loss of or corruption of any data, or any direct, indirect, incidental, punitive, exemplary, special or consequential losses or damages of any kind whatsoever, whether it be arising from the Terms, your use or inability to use Yep Services, and/or the combination of Yep Services with any Third Party Services or other networks or systems.
13.2 You agree that Ahrefs has no obligation to indemnify you against any and all claims brought by third parties under or in connection with the Terms or Yep Services.
13.3 The liability of Ahrefs under the Terms shall not, in any event, apply to, limit or offset any payment obligations due to Ahrefs, whether arising out of the use of Yep Services or any other products and services of and in connection with Ahrefs.
13.4 You agree that where you are in breach of the Terms, monetary damages may not be an adequate remedy and we shall be entitled, at law or in equity, to any and all remedies or relief in respect of such breach that may be available under applicable law.
14.1 To the maximum extent permissible under applicable law, you agree to defend, indemnify, hold harmless, release and/or discharge (where applicable), Ahrefs, its owner(s), subsidiaries, affiliates, assigns, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers and employees, from and against any and all alleged and/or actual claims, actions, lawsuits, proceedings, loss of profit or revenue, loss of reputation, damages, penalties, demands, losses, expenses, fees (including reasonable attorney fees), costs, or liabilities of any kind or nature whatsoever (including but not limited to breach of any laws or regulations and/or infringement of any rights) incurred in connection with and/or arising out of:
your use of Yep Services or User Content;
your breach of the Terms or our Content Policy;
your infringement or alleged infringement of any intellectual property right or violation of any applicable law; and
the breach by an Authorised Third Party or Authorised Person of any non-disclosure terms which Confidential Information shall be subject to pursuant to the Terms.
14.2 Ahrefs reserves the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Ahrefs in connection therewith.
14.3 Without prejudice to clause 14.2, you shall have the right to participate in the defence or settlement of any matter that is subject to indemnification by you with counsel of your choice and at your own expense.
15.1 Parties agree that any dispute arising out of or in connection with the Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause.
15.2 For the avoidance of doubt, the arbitration agreement in the Terms shall be governed by, construed and enforced in accordance with the laws of the Republic of Singapore, without regard to conflict of law principles. The substantive law of the arbitration shall be the laws of the Republic of Singapore.
15.3 To the exception of clause 15.1, you agree that Ahrefs has the right to seek injunctive relief against any unauthorised use or abuse of Yep Services, unauthorised disclosure of Confidential Information or intellectual property infringement and the right to pursue an enforcement action without first engaging in the dispute resolution process described herein.
15.4 The seat of the arbitration shall be Singapore. The tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.
15.5 Parties agree to resolve any and all disputes in connection with and/or arising out of the Terms on an individual basis and not as part of a class, representative or consolidated action. For the avoidance of doubt, this clause applies whether or not you opt out of arbitration.
To opt out of arbitration, please notify us within 30 days of the date you first agree to the current version of the Terms via email in writing to [email protected].
15.6 Where there is a valid opt-out of arbitration in accordance with clause 15.6, Parties submit to the exclusive jurisdiction of the courts of the Republic of Singapore.
15.7 If any of the provisions of the Terms are held to be invalid, unenforceable or illegal by a court or arbitrator of competent jurisdiction, such provision shall, at our discretion, be either replaced with an enforceable provision that most nearly achieves the intended effect of the unenforceable provision or be limited to the minimum extent, such that the remaining portions of the Terms will remain in full force and effect.
16.1 Your obligations under any clauses in the Terms which by their nature or sense are intended to survive beyond the termination or expiration of the Terms, including but not limited to those under sections 7, 8, 10, 12, 13, 14, 15 and 16, shall survive as such.
16.2 You shall not assign or transfer any rights or obligations under the Terms to any party without our express written consent. We may assign the Terms without your consent to a successor (including a successor by way of merger, acquisition, sale of assets or operation of law) where the successor agrees to assume and fulfill our obligations under the Terms. The Terms shall bind and inure to the benefit of the Parties and their successors and assigns.
16.3 The waiver by Ahrefs of any term or right set out in the Terms shall not be deemed a further or continuing waiver of any other term or right.
16.4 The delay or omission by either Party to enforce or exercise any terms or right pursuant to the Terms will not impair any such terms or right nor be construed to be a waiver thereof and will in no way affect the other Party's right to enforce it.
16.5 A person who is not a party to the Terms shall have no right under the Contracts (Rights of Third Parties) Act 2001 for the time being in force, to enforce any of the covenants, terms or conditions of the Terms.
16.6 The Parties are independent contractors. Unless expressly stated otherwise, no partnership, joint venture, employment or agency relationship exists between the Parties as a result of the Terms and neither Party shall have any power or right to bind the other Party.
16.7 Unless expressly stated otherwise in the Terms, all notices under or in connection with the Terms shall be sent via email to [email protected].
16.8 You acknowledge and agree that we may pass notice to you by placing a banner notice on our website or platform.