1. Acceptance of Terms

By creating an account, accessing, or using any part of the ninelab platform, you confirm that:

• You are at least 18 years of age;
• You have the legal authority to enter into these Terms on behalf of yourself or your organization;
• Your use of the Services does not violate any applicable laws or regulations.

If you are using the Services on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms.

2. Account Registration and Free Trial

2.1 Account Creation

To access the Services, you must register for an account by providing accurate and complete information. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account.

2.2 Free Trial

ninelab offers a 14-day free trial to new customers. The following conditions apply:

• No credit card is required to start a free trial.
• Access to the Services during the trial period is limited to the features specified on the pricing page at open.ninelab.io.
• At the end of the trial period, your account will be downgraded to a free tier or suspended unless you subscribe to a paid plan.
• ninelab reserves the right to modify, suspend, or terminate free trial access at any time with notice.
• You may only use one free trial per person or organization. Creating multiple accounts to extend trial access is prohibited.

2.3 Account Responsibilities

You agree to:

• Provide accurate, current, and complete registration information;
• Maintain and promptly update your account information;
• Notify us immediately of any unauthorized use of your account;
• Not share your account credentials with any third party.

3. Subscription Plans and Payment

3.1 Paid Plans

Following the free trial, continued access to the Services requires a paid subscription. Subscription plans, pricing, and features are described at open.ninelab.io/pricing and are subject to change with 30 days' notice.

3.2 Billing

Subscriptions are billed in advance on a monthly or annual basis, depending on your chosen plan. By providing payment information, you authorize ninelab (or its payment processor) to charge you the applicable fees on the billing date.

3.3 SEM API Usage-Based Billing

Use of the SEM API beyond included call limits in your workspace subscription is billed at the overage rate published on our pricing page. Overage charges are billed at the end of each calendar month.

3.4 Refunds

Subscription fees are non-refundable except where required by applicable law. If you cancel a subscription, you retain access to paid features until the end of the current billing period.

3.5 Taxes

Prices do not include applicable taxes. You are responsible for all taxes, duties, or levies associated with your use of the Services, except where ninelab is required to collect and remit such taxes.

4. Permitted Use and Restrictions

4.1 Permitted Use

Subject to these Terms, ninelab grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes.

4.2 Prohibited Activities

You agree not to:

• Reverse engineer, decompile, or attempt to extract the source code of the Services;
• Use the Services to build a competing product or service;
• Resell, sublicense, or otherwise commercialize access to the Services without prior written consent;
• Use automated tools (bots, scrapers, crawlers) to access the Services beyond normal API usage within your plan limits;
• Introduce malware, viruses, or other harmful code into the Services;
• Circumvent any authentication, security, or access controls;
• Use the Services in any way that violates applicable laws, regulations, or third-party rights;
• Misrepresent your identity or affiliation in connection with the Services.

4.3 API Usage

Use of the SEM API is subject to rate limits and usage quotas specified in your subscription plan. Exceeding these limits may result in temporary suspension of API access and additional charges. You are responsible for securing your API keys and preventing unauthorized use.

5. Intellectual Property

5.1 ninelab IP

The Services, including all software, algorithms, user interfaces, data models, and documentation, are owned by ninelab and protected by intellectual property laws. Nothing in these Terms transfers ownership of ninelab's intellectual property to you.

5.2 Your Data

You retain ownership of all data you submit to the Services ("Your Data"). By using the Services, you grant ninelab a limited, non-exclusive license to process and use Your Data solely to provide and improve the Services as described in our Privacy Policy.

5.3 Feedback

If you provide suggestions, ideas, or feedback regarding the Services ("Feedback"), you grant ninelab a perpetual, irrevocable, royalty-free license to use that Feedback in any manner without any obligation to you.

6. Data and Privacy

Our collection, use, and protection of personal information is governed by our Privacy Policy, available at open.ninelab.io/privacy, which is incorporated into these Terms by reference. By using the Services, you consent to the data practices described in the Privacy Policy.

7. Third-Party Integrations

The Services integrate with third-party platforms including Google Ads, Microsoft Advertising, Meta Ads, and AI platforms ("Third-Party Services"). Your use of Third-Party Services is subject to their own terms and privacy policies. ninelab is not responsible for the availability, accuracy, or conduct of Third-Party Services. By connecting a Third-Party Service, you represent that you have the authority to do so and that you comply with the applicable third-party terms.

8. Service Availability and SLA

8.1 Uptime

ninelab targets 99.9% uptime for the SEM API on Workspace plans. Scheduled maintenance will be communicated at least 48 hours in advance. For other plans, ninelab makes reasonable efforts to maintain availability but does not guarantee specific uptime targets.

8.2 Changes to Services

ninelab reserves the right to modify, suspend, or discontinue any part of the Services at any time. We will provide at least 30 days' notice before discontinuing a feature that materially affects paid subscribers.

9. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NINE LAB DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF HARMFUL COMPONENTS.

PREDICTIONS, FORECASTS, AND RECOMMENDATIONS PROVIDED BY THE SERVICES (INCLUDING SEM BID RECOMMENDATIONS AND GEO CITATION SCORES) ARE FOR INFORMATIONAL PURPOSES ONLY. NINE LAB MAKES NO GUARANTEE REGARDING THE ACCURACY, COMPLETENESS, OR COMMERCIAL VIABILITY OF ANY SUCH OUTPUT.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NINE LAB AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES, INCLUDING LOST PROFITS, DATA LOSS, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NINE LAB'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY CLAIMS ARISING UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) USD $100.

11. Indemnification

You agree to indemnify, defend, and hold harmless ninelab and its affiliates, officers, directors, and employees from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any third-party rights; or (d) Your Data.

12. Term and Termination

12.1 Term

These Terms are effective from the date you first access the Services and remain in effect until terminated.

12.2 Termination by You

You may terminate your account at any time by contacting hello@ninelab.io or through your account settings. Termination takes effect at the end of your current billing period.

12.3 Termination by ninelab

ninelab may suspend or terminate your access immediately if you: (a) violate these Terms; (b) fail to pay applicable fees; (c) engage in fraudulent or abusive behavior; or (d) where required by law.

12.4 Effect of Termination

Upon termination, your right to use the Services immediately ceases. ninelab may retain Your Data for up to 30 days following termination, after which it may be permanently deleted. Sections 5, 9, 10, 11, and 14 survive termination.

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of [Your Jurisdiction], without regard to conflict of law principles. Any dispute arising from these Terms shall first be addressed through good-faith negotiation. If unresolved within 30 days, disputes shall be submitted to binding arbitration under the rules of [Arbitration Body], except that either party may seek injunctive relief in a court of competent jurisdiction.

You waive any right to participate in class-action lawsuits or class-wide arbitration against ninelab.

14. General Provisions

14.1 Entire Agreement

These Terms, together with the Privacy Policy and any applicable Order Form or Service Agreement, constitute the entire agreement between you and ninelab regarding the Services and supersede all prior agreements.

14.2 Amendments

ninelab may update these Terms from time to time. We will notify you of material changes via email or in-product notice at least 14 days before they take effect. Continued use after the effective date constitutes acceptance of the updated Terms.

14.3 Severability

If any provision of these Terms is found invalid or unenforceable, that provision will be limited to the minimum extent necessary, and the remaining provisions will remain in full force.

14.4 No Waiver

Failure by ninelab to enforce any right under these Terms does not constitute a waiver of that right.

14.5 Assignment

You may not assign your rights or obligations under these Terms without ninelab's prior written consent. ninelab may assign these Terms in connection with a merger, acquisition, or sale of assets.

15. Contact Information

For questions about these Terms, please contact:

Janine Iborra Estepa (trading as ninelab)

Support: hello@ninelab.io

Website: open.ninelab.io