Updated: Oct 1, 2025,
These Terms of Use (“Agreement”) govern the Client’s access to and use of software tools and AI-powered analytics provided by Searcle AI, Inc. (“Searcle”) through the website https://searcle.ai (the “Site”), which are designed to help organizations analyze, optimize, and improve their performance in traditional search engines and AI-driven search and discovery platforms (the “Services”).
The Services provide insights, analysis, and recommendations only and do not guarantee rankings, visibility, traffic, or inclusion in any third-party search engine or AI-generated result.
If the Client registers for a free trial of any Searcle Services or for any Services that are free, the applicable provisions of this Agreement will also govern that free trial or those free Services. The term “Client” refers to the specific individual or legal entity that accepts this Agreement and receives any Service from Searcle (including free trial and free Services) and does not include any affiliates of such legal entity unless expressly stated otherwise in this Agreement, any Sales Order or any Additional Service Terms.
BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING A SALES ORDER THAT REFERENCES THIS AGREEMENT (a “Sales Order”), OR (3) USING FREE SERVICES, THE CLIENT AGREES TO THE TERMS OF THIS AGREEMENT EFFECTIVE AS OF THE EARLIEST OF THE DATE OF SUCH ACTION (the “Effective Date”). IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
Searcle’s direct competitors are prohibited from accessing the Services, except with Searcle's prior written consent.
Please review Section 11.12 of this Agreement carefully, as it contains an arbitration provision and class action waiver which requires the Client to resolve disputes with Searcle through final, binding arbitration on an individual basis. By entering into this Agreement, the Client is acknowledging that the Client has read and that the Client understands the terms of this Agreement and that the Client agrees to be bound by the arbitration provision and class action waiver.
Searcle does not control, operate, or influence the algorithms, ranking systems, or outputs of any third-party search engine or AI-driven platform.
Searcle does not publish, submit, or modify content on the Client’s behalf and does not interact directly with third-party search engines or AI platforms unless expressly authorized.
Certain features of the Services may rely on data, signals, or services provided by third parties. Searcle does not control and is not responsible for the accuracy, completeness, availability, or reliability of such third-party data or services.
As part of the Services, Searcle may provision, configure, and host a subdomain on behalf of the Client for use in connection with the Services (“Client Subdomain”). Unless otherwise agreed in writing, the Client retains all ownership rights in its domain and any content made available through the Client Subdomain. Searcle does not act as a domain registrar and does not claim ownership of any Client domain or subdomain.
Hosting of any Client Subdomain is provided on an “as is” and “as available” basis and may rely on third-party infrastructure providers. Searcle does not guarantee uptime, availability, indexing, ranking performance, or uninterrupted access to any Client Subdomain and is not responsible for outages, DNS issues, SSL certificate errors, or other failures caused by third-party services or Client-controlled configurations.
Upon termination of the Services, Searcle may deactivate or delete the Client Subdomain, subject to any Limited Access Rights described herein.
Searcle’s provision of any Services is subject to the terms of this Agreement, applicable Sales Order (“Sales Order”), and any additional service terms (“Additional Service Terms”) referenced herein or which Searcle may present the Client with for review and acceptance at the time the Client subscribes to any Services shall be incorporated into and form a part of this Agreement.
If the terms hereof conflict with any Additional Service Terms, the Additional Service Terms will govern with respect to the matters contemplated thereby.
Searcle will provide the Client with access to the subscription Services through the Internet during the Client’s Subscription Term specified on the applicable Sales Order.
The Services are subject to modification from time to time at Searcle’s sole discretion, for any purpose deemed appropriate by Searcle. Searcle will use reasonable efforts to give the Client prior written notice of any such modification.
Searcle personnel will perform the Services in accordance with this Agreement and an applicable Sales Order, each of which is incorporated into and within the terms of this Agreement. When the Client desires to procure Services from Searcle, the parties will execute a Sales Order which will specify, among other things, the type of services requested by the Client including but not limited to, a detailed description of Services requested by the Client in such Sales Order, and the duration of the term and fees due for such Services.
Subject to timely payment by the Client of fees for the Services as set forth in the applicable Sales Order, Searcle grants to the Client for the term of this Agreement a personal, non-exclusive, non-transferable, royalty-free, non-sublicensable, non-assignable, license to use and access on a hosted basis the Searcle Services solely for the Client’s internal use to analyze, monitor, and optimize search and AI-search performance in accordance with the terms of this Agreement and the applicable exhibit and/or schedule. The Searcle Services do not include any Client specific customizations unless otherwise agreed in writing by the parties.
The Client will designate and authorize either itself and/or one or more individuals with authority to (i) act on the Client’s behalf, (ii) provide information on the Client’s behalf, and (iii) bind the Client and/or the Client’s business with respect to the Services (each such individual, an “Account Administrator”). An Account Administrator is authorized by the Client to access the Services by entering a confidential user ID and password. Such Client Account login information will entitle the Account Administrator, depending on their designation and the permissions given by the Client, to have the authority to input information and access, review, modify, and/or provide approvals on the Client’s behalf.
The Client is solely responsible for all actions taken under any Client Account that the Client has access to. Any actions taken under the Client Account that the Client has access to will be deemed authorized by the Client, regardless of the Client’s knowledge of such actions (the “Authorized Actions”). Authorized Actions include but are not limited to (i) actions taken by the Client, an Account Administrator, or an authorized representative of the Client (an “Authorized Representative”), and (ii) actions that the Client, an Account Administrator, or an Authorized Representative (or anyone that Searcle reasonably believes to be the Client, an Account Administrator, or an Authorized Representative) directs or instructs Searcle to take on its behalf.
In addition, the Client is solely responsible for (i) following instructions that Searcle provides to the Client with respect to the Services, whether such instructions are provided via the Site, Services, email, or otherwise, (ii) obtaining, maintaining, and keeping secure any equipment and ancillary services necessary to connect to, access, or otherwise utilize the Services, including but not limited to internet access, networking equipment, hardware, software, and operating systems, and (iii) maintaining applicable accounts with providers of Third-Party Services (as defined below) utilized by the Client.
The Client will, and will cause authorized users of the Client Account, including but not limited to Account Administrators and Authorized Representatives, to take reasonable steps to adequately secure, and keep confidential, any Client Account passwords or credentials, and any information accessible via the Client Account. If the Client believes or suspects that the Client Account or passwords or credentials for the Client’s Account have been disclosed to, accessed by, or compromised by unauthorized persons, the Client must immediately notify Searcle. Searcle reserves the right to prevent access to the Services if Searcle has reason to believe that the Client Account or passwords or credentials for the Client Account have been compromised.
The Client is responsible for timely providing Searcle with the information required for Searcle to perform the Services. The Client may furnish such information directly to Searcle or via an Account Administrator or Authorized Representative. Furthermore, the Client represents and warrants to Searcle that for any information that the Client shares with Searcle, whether directly, via its Account Administrator, or via its Authorized Representative, the Client will have the authority to share such information. The Client is responsible for the accuracy and completeness of the information provided to Searcle, and the Client will ensure that any such information, whether provided by the Client, an Account Administrator, or Authorized Representative, is accurate and complete. Moreover, the Client is required to maintain the accuracy and completeness of such information on an ongoing basis and will promptly notify Searcle, whether directly or through an Account Administrator or Authorized Representative, of any changes to the information provided to Searcle.
Searcle through the normal course of business may enter the Client’s information into the Site as instructed by the Client. The Client is responsible for checking to ensure the Client information entered is correct. Searcle shall not be held liable for any incorrect Client information entered into the Site.
The Client, whether directly or through its Account Administrators or Authorized Representatives, is also obligated to promptly notify Searcle of any third-party notices that the Client may receive which could affect Searcle’s ability to effectively provide the Services or increase the likelihood that a Claim (as defined below) is brought against the Client or Searcle in connection with the Services, such as notices from any government agencies regarding penalties or errors relating to the Services.
Searcle Services include confidential and proprietary information. The Client shall use the Searcle Services only for its internal business purposes. The Client shall not provide, directly or indirectly, any of the Searcle Services or any portion thereof to any other party. The Client shall not provide service bureau or other data processing services that make use of the Searcle Services or any part thereof without the express written consent of Searcle. The Client shall be responsible for the use of the Services by its employees, plan participants, and any other persons authorized by the Client to access or use the Services in accordance with the terms of this Agreement. The Client is responsible for the accuracy and completeness of all information and materials provided by the Client, its agents, or employees, regardless of form (“Client Content”).
The Client is solely responsible for any content, links, or materials made available through a Client Subdomain, including compliance with applicable laws and third-party platform policies.
Each party will comply with applicable laws and regulations that affect its business generally, including applicable anti-bribery, export control, and data protection laws.
The Client is solely responsible for ensuring that its use of the Services complies with all applicable laws, regulations, and third-party platform policies, including the terms and guidelines of search engines and AI-driven search or discovery platforms.
For clarity, Searcle does not provide legal, regulatory, or compliance advice and does not guarantee compliance with any third-party requirements.
3.6.1. No Legal or Regulatory Advice
The Client acknowledges that Searcle has no responsibility for any services prior to the Effective Date of this Agreement, and agrees that in the performance of its Services, Searcle is not rendering any legal, tax, accounting, financial, regulatory, benefits, accounting, or investment advice to Client.
Except for the rights expressly granted to Searcle in this Agreement, all rights, title, and interests in and to the Client Content, including all Intellectual Property Rights (as hereinafter defined) inherent therein and pertaining thereto, are owned exclusively by the Client or its licensors. The Client hereby grants to Searcle for the term of this Agreement a non-exclusive, worldwide, non-transferable, royalty-free license to use, edit, modify, adapt, translate, exhibit, publish, reproduce, copy and display the Client Content for the sole purpose of performing the Services; provided the Client has the right to pre-approve the use by Searcle of any of the Client’s trademarks or service marks. For the purposes of this Agreement, “Intellectual Property Rights” means all rights, title, and interest to or in patent, copyright, trademark, service mark, trade secret, business or trade name, know-how, and rights of a similar or corresponding character.
The Client will retain ownership of the content of any insights, analyses, outputs, recommendations, or other materials that include Client Content produced and delivered by Searcle as part of the Services, provided that Searcle will retain ownership of the format, structure, presentation, and underlying methodology of such insights, analyses, outputs, or materials.
To the extent any such insights, analyses, outputs, or materials incorporate any Searcle proprietary information, Searcle:
Except for the rights expressly granted to the Client in this Agreement, all rights, title, and interest in and to the Services, including all software, models, algorithms, methodologies, processes, and any insights, analyses, outputs, recommendations, or other materials generated by the Services (excluding Client Content), and all associated Intellectual Property Rights, are owned exclusively by Searcle or its licensors.
The Client shall not obscure, alter, or remove any copyright, trademark, service mark, or proprietary rights notices on any materials provided by Searcle in connection with the Services, and shall not copy, decompile, recompile, disassemble, reverse engineer, or create derivative works from the Services or any portion thereof, except as expressly permitted by this Agreement.
The Client hereby grants Searcle the express right to use the Client’s company logo in marketing, sales, financial, and public relations materials and other communications solely to identify the Client as a Searcle customer. Searcle hereby grants to the Client the express right to use Searcle’s logo solely to identify Searcle as a provider of services to the Client. Other than as expressly stated herein, neither party shall use the other party’s marks, codes, drawings, or specifications without the prior written permission of the other party.
All Confidential Information (defined below) disclosed hereunder will remain the exclusive and confidential property of the disclosing party. The receiving party will not disclose the Confidential Information of the disclosing party and will use at least the same degree of care, discretion and diligence in protecting the Confidential Information of the disclosing party as it uses with respect to its own confidential information, but in no case less than reasonable care. The receiving party will limit access to Confidential Information to its employees and authorized representatives with a need to know and will instruct them to keep such information confidential. Notwithstanding the foregoing, the receiving party may disclose Confidential Information of the disclosing party:
Notwithstanding the foregoing:
“Confidential information” shall mean all information of a confidential or proprietary nature, including pricing and pricing-related information and business data, website content, URLs, keywords, queries, analytics signals, and other optimization-related information, or know-how (including, but not limited to, information relating to research, products, software, development, inventions, and that they constitute the commercially valuable proprietary products and/or services and trade secrets of the respective party,(regardless of whether they may be copyrighted, patented or trademarked), provided by the disclosing party to the receiving party for use in connection with Searcle Services.
Notwithstanding the foregoing, Confidential Information shall not include information which:
The obligations of Searcle set forth in this Section 5 shall not apply to any suggestions and feedback, ideas, enhancement requests, recommendations, or other information provided by the Client relating to the Searcle Services (all of the foregoing defined as “Feedback”) and the Client hereby grants to Searcle the right to make such use of Feedback in perpetuity to improve and enhance Searcle Services, in connection with any present or future Searcle product or service, and, accordingly, neither Searcle nor any of its clients or business partners shall have any obligation or liability to the Client with respect to any use or disclosure of such information.
The Client shall pay Searcle for the Services at the rates specified in the applicable Sales Order after the Effective Date during the Initial Term of this Agreement. After the Initial Term, the Client shall pay Searcle for such Services at Searcle’s then prevailing prices for such Services. Searcle may increase prices for the Searcle Services at any time after the Initial Term upon at least thirty (30) days prior written notice to the Client if such change is part of a general price change by Searcle to its clients for affected items.
Commencement of billing for Services shall be set forth in the respective Sales Order governing the Services. The Client will pay all invoices in full within thirty (30) days of the invoice date. The Client shall reimburse Searcle for any expenses incurred, including interest and reasonable legal fees, in collecting amounts past due to Searcle hereunder that are not under good faith disputed by the Client.
The Client shall be responsible for payment of all taxes (excluding those on Searcle’s net income) relating to the provision of the Services, except to the extent a valid tax exemption certificate or other written documentation acceptable to Searcle to evidence the Client’s tax exemption status is provided by the Client to Searcle prior to the delivery of Services.
Subject to earlier termination as provided below, this Agreement is for the Subscription Term as specified in the Sales Order (the “Initial Term”). Unless stated otherwise in the Sales Order, the Subscription Term shall automatically renew for a one (1) year period at the list price in effect at the time of renewal unless either party gives the other party notice of non-renewal at least forty-five (45) days prior to the end of the then-current Subscription Term.
Either party may terminate, in whole or in part, this Agreement or any Sales Order for cause if:
Searcle may also suspend performance immediately without prior notice in the event the Client, its employee(s), or any other third party
Searcle may terminate this Agreement without cause upon thirty (30) calendar days prior to written notice to the Client.
Searcle will have no liability for any costs, losses, damages, penalties, fines, expenses, or liabilities arising out of or related to Searcle’s termination of this Agreement.
Upon termination, the Client remains responsible for paying any outstanding fees owed for the Services through the effective date of termination.
Upon termination of the Services, any license or right to access and use the Services will automatically terminate; provided, however, that Searcle will, for 30 days after the effective date of termination, continue to provide the Client with limited access to its account solely to view and download information available at the time of termination (“Limited Access Rights”).
The Client may request export or migration of Client Content from a Client Subdomain prior to termination, subject to technical feasibility.
Searcle may disable Limited Access Rights earlier if required by law, security concerns, or material breach of this Agreement.
You may not downgrade your Services or reduce the number of seats under any Services during your Subscription Term. If you desire to downgrade your Services or reduce the number of seats under any Services for a Subsequent Term, you must provide Searcle with thirty (30) days advance written notice prior to the end of your then-current Subscription Term. Downgrading your Services may cause loss of content, features, or capacity of the Services as available to you under your Searcle Account, and Searcle does not accept any liability for such loss.
Unless otherwise noted in this Agreement, if you elect to terminate your subscription to the Services or cancel your Searcle Account prior to the end of your then-current Subscription Term, no refunds or credits for subscription charges or other fees or payments will be provided to you.
Sections 3.2 (Restricted Use), 3.3 (Client Obligations), 4 (Intellectual Property), 5 (Confidentiality), 6 (Fees), 7.4 (Post Termination), 8 (Warranties, Disclaimer, and Limitation of Liability), 9 (Indemnification), and 11 (General Provisions) shall survive any termination or expiration of this Agreement.
Each party represents and warrants that it has the legal power and authority to enter into this Agreement and there is no outstanding contract, commitment, or legal impediment which may limit, restrict, or impair its ability to perform its obligations hereunder. In addition, Searcle represents and warrants that it has all necessary rights and titles in and to the Service.
Searcle represents and warrants that it will perform such Services in a diligent and professional manner, and the Services will comply with industry standards for such Services. Searcle further warrants that it will strictly comply with the descriptions and schedule as set forth in this Agreement and the applicable Sales Order.
The Client represents and warrants that it is solely responsible for providing complete and accurate information to Searcle with respect to all Client Content, including without limitation, any URLs, content, keywords, metadata, analytics data, or other information submitted for analysis or optimization.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, THE SERVICES AND THE SOFTWARE ARE PROVIDED ON AN “AS IS” BASIS, AND Searcle AND ITS LICENSORS EXPRESSLY DISCLAIM ANY WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE, AND FREEDOM FROM PROGRAM ERRORS, VIRUSES OR ANY OTHER MALICIOUS CODE WITH RESPECT TO THE SERVICES AND SOFTWARE, ANY CUSTOM PROGRAMS CREATED BY Searcle OR ANY THIRD-PARTY SOFTWARE DELIVERED BY Searcle. Searcle AND ITS LICENSORS FURTHER DISCLAIM ANY WARRANTY THAT THE RESULTS OBTAINED THROUGH THE USE OF THE SERVICES AND SOFTWARE, ANY CUSTOM PROGRAMS CREATED BY Searcle, OR ANY THIRD-PARTY SOFTWARE DELIVERED BY Searcle WILL MEET THE CLIENT’S NEEDS.
Searcle shall be liable only for actual damages the Client may incur as a result of Searcle ‘s breach of, or exercise of its rights under, this Agreement, and shall not be liable for any special, indirect, incidental, punitive, or consequential damages which the Client may incur even if the likelihood of such damages was known or contemplated by Searcle and regardless of the legal or equitable theory of liability that the Client may assert, including, without limitation, loss or damage from subsequent wrongful dishonor resulting from any financial institutions’ acts or omissions. Without limiting the generality of the foregoing, Searcle shall be excused from failing to act or any delay in acting if such failure or delay is caused by legal constraint, terrorist activity, interruption of transmission or communication facilities, equipment failure, war, emergency conditions or other circumstances beyond Searcle’s control. Subject to the foregoing limitations, Searcle’s liability for loss of interest resulting from its error or delay shall be calculated by using a rate equal to the average bank rate at the Bank of Canada for the period involved.
IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS’ AGGREGATE LIABILITY FOR DIRECT ACTUAL DAMAGES OR CLAIMS ARISING UNDER THE AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM THE CLIENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. NEITHER Searcle NOR THE CLIENT WILL BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SIMILAR DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS OR DAMAGES FOR BUSINESS INTERRUPTION OR, LOSS OF INFORMATION) THAT THE OTHER PARTY MAY INCUR OR EXPERIENCE IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES OR Searcle SERVICES, HOWEVER, CAUSED AND UNDER WHATEVER THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.1. The Client shall defend, indemnify and hold Searcle harmless from and against any and all liability, loss, expense, including reasonable legal fees, or claims for injury or damages arising out of the performance of this Agreement that is caused by or results from the negligent or intentional acts or omissions of the Client, its officers, agents, or employees.
9.2. Subject to Sections 9.3 and 9.5, Searcle shall defend the Client in any suit or cause of action, and indemnify and hold the Client harmless against any damages payable to any third party in any such suit or cause of action, alleging that Searcle Services as used in accordance with this Agreement infringes any Canadian or U.S. patent, copyright, trade secret or other proprietary rights of any third party (each an “Infringement Claim”).
9.3. Searcle shall not be responsible for the Client’s acts or omissions (including, without limitation, the amount, accuracy, timeliness of transmittal, or authorization of any entry received from the Client). The Client shall indemnify Searcle against any loss, liability, damages, costs, or expenses (including legal fees and costs) resulting from or arising out of the Client’s performance or failure to perform its obligations under this Agreement.
9.4. Subject to Sections 9.3 and 9.5, each party shall defend the other party and its officers, agents, and employees against any third-party claim, demand, suit, or proceeding made or brought by a third party, arising out of or caused by the breach or alleged breach by the indemnifying party of its representations, warranties and obligations contained in this Agreement (a “Breach Claim”, together with the Infringement Claim, “Claims” and each a “Claim”).
The indemnifying party shall indemnify the indemnified party for any damages, legal fees, and costs finally awarded as a result of, or any amounts paid under a court-approved settlement of, a Claim against such party; provided that the indemnified party:
9.5. Notwithstanding the provisions of this Section 9, Searcle will have no liability to the extent that any such Claim would have been avoided but for:
9.6. In the event that any Service or deliverable is, or is likely to be, infringing, Searcle, at its option and expense, may either:
9.7. This “Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this section.
Searcle maintains a commercially reasonable business continuity and disaster recovery plan and will follow such plan.
Searcle has an established information security program containing appropriate administrative, technical, and physical measures to protect the Client’s data (including any Personal Information therein) against accidental or unlawful destruction, alteration, unauthorized disclosure, or access consistent with applicable laws and data processing industry standards. For purposes of this Agreement, “Personal Information” means information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to such person’s physical, physiological, mental, economic, cultural, or social identity. In the event, Searcle suspects any unauthorized access to, or use of, the Services, Searcle may suspend access to the Services to the extent Searcle deems necessary to preserve the security of the Client’s data.
If Searcle becomes aware of a security breach (as defined in any applicable law) or any other event that compromises the security, confidentiality, or integrity of the Client’s Personal Information (an “Incident”), Searcle will take appropriate actions to contain, investigate and mitigate the Incident. In the event that applicable law requires notification to individuals and others of such an Incident, Searcle will take additional mitigation steps including providing assistance with the drafting and mailing of such notifications. Searcle and the Client shall mutually agree on the content and timing of any such notification, in good faith and as needed to meet applicable legal requirements.
Searcle is an independent contractor and is not a joint venturer, employee, agent, or partner of the Client. Neither party will have the right to obligate or bind the other party in any manner whatsoever.
If any party fails to perform its obligations under this Agreement as a result of acts of God, labor disputes, strikes, actions of governmental authority, acts of terrorism, wars, judicial orders, or other causes beyond the reasonable control of the party obligated to perform, then that party’s performance shall be excused. In the event of force majeure, each party shall compensate the other party for non-cancelable and other direct, out-of-pocket expenses incurred on such party’s behalf.
Notice pursuant to this Agreement shall be in writing to the above addresses specified in a Sales Order or to such other address that either party may later designate to the other in accordance with this section. Notice shall be effective on the date sent by fax or e-mail or delivered personally, or three days after the date of deposit with the Canada Postal Service or United States Postal Service, certified mail, return receipt requested.
The Client may not assign this Agreement, or any part thereof, without the written consent of Searcle, which consent or refusal to consent shall be in the sole and absolute discretion of Searcle and may be granted or withheld without any reason given.
Except as stated in this Agreement, Searcle and the Client intend that this Agreement will not benefit or create any right or cause of action in or on behalf of any person or entity other than the parties. In addition, the Client’s affiliates are not entitled to use the Services under this Agreement and all affiliates must execute their own separate agreement with Searcle.
In the event of any dispute arising out of the subject matter of this Agreement, the prevailing party shall recover, in addition to any other damages assessed, its reasonable legal fees and costs incurred in litigating, arbitrating, or otherwise settling or resolving such dispute whether or not an action is brought or prosecuted to judgment.
No modification of this Agreement or any Sales Order is effective unless signed by Searcle and the Client, and no waiver of any breach of this Agreement or any Sales Order will be effective unless in writing and signed by an authorized representative of the non-breaching Party. No waiver of any breach of this Agreement or any Sales Order, and no course of dealing between the parties, will be construed as a waiver of any subsequent breach of this Agreement or any Sales Order.
In the event, any portion of this Agreement is declared illegal, unenforceable, invalid, or void by a court of competent jurisdiction, such portion shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.
This Agreement, including any and all exhibits, attachments, and appendices, constitutes the entire understanding and agreement between the parties as to all matters contained herein and supersedes any and all prior agreements, representations, and understandings of the parties.
This Agreement may be executed in two or more counterparts, which may be transmitted via facsimile or electronically, each of which shall be deemed an original and all of which together shall constitute one instrument.
This Agreement shall be governed by British Columbia law and controlling Canada law, without regard to the choice or conflicts of law provisions of any jurisdiction, or the United Nations Convention on the International Sale of Goods, and any disputes, actions, claims, or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the province and federal courts located in British Columbia, Canada.
Notwithstanding any other provision in this Agreement, and except as otherwise set forth in this section, if either the Client or Searcle has any dispute, controversy, or claim, whether founded in contract, tort, statutory, or common law, concerning, arising out of, or relating to this Agreement or the Services, including any claim regarding the applicability, interpretation, scope, or validity of this arbitration clause and/or this Agreement (each of the foregoing, a “Legal Claim”) that cannot be resolved directly between the Client and Searcle, then such Legal Claim will be settled by an individual (not a class or class-wide), confidential, binding arbitration administered by the Canadian Arbitration Association (“CAA”) in accordance with the then-current Arbitration Rules of the CAA (the “CAA Rules”), including any expedited procedures. To initiate an arbitration proceeding, an arbitration claim must be submitted by the claimant (the “Claimant”) to the CAA, and a written Demand for Arbitration must be provided to the other party (the “Opposing Party”), pursuant to the CAA Rules. Arbitration hearings will be held in Toronto, Ontario, or any other location that is mutually agreed upon by the Client and Searcle. A single arbitrator will be mutually selected by Searcle and the Client and shall be (i) a practicing lawyer licensed to practice law in British Columbia or a retired judge; and (ii) selected from the arbitrators on the CAA’s roster of commercial dispute arbitrators who have a background in commercial software, technology, or online services disputes (or if there are no such arbitrators, then from the arbitrators on the CAA’s roster of commercial dispute arbitrators) (collectively, the “Arbitrator Requirements”). If Searcle and the Client cannot mutually agree upon an arbitrator within ten (10) days of the Opposing Party’s receipt of the Demand for Arbitration from the Claimant, then the CAA shall appoint a single arbitrator that satisfies the Arbitrator Requirements. The arbitrator will follow the law and will give effect to any applicable statutes of limitation. The prevailing party shall be entitled to an award of the costs and expenses of the arbitration, including reasonable legal fees and expert witness fees. The award rendered by the arbitrator shall be final and binding upon the Client and Searcle. A judgment on the award may be entered and enforced in any court of competent jurisdiction. Searcle may, in its sole discretion, commence an action in any province or federal court of competent jurisdiction within the City of Toronto, Ontario, for any monetary amounts that the Client owes to Searcle (each, an “Action”). The Client hereby waives any objection to jurisdiction or venue, or any defense claiming lack of jurisdiction or improper venue, in any Action brought by Searcle in such courts.
The Client and Searcle agree and acknowledge that this Agreement evidences a transaction involving interstate commerce and that the CAA Arbitration Rules shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause in this Agreement. THE CLIENT FURTHER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT THE CLIENT AND Searcle ARE EACH WAIVING THEIR RIGHT TO A TRIAL BY JURY AS TO DISPUTES HEREUNDER AND THAT THE CLIENT IS WAIVING ITS RIGHT TO PARTICIPATE IN ANY CLASS ACTION PROCEEDING ARISING FROM THIS AGREEMENT.
This Agreement constitutes the exclusive and entire agreement between the parties with respect to its subject matter, and as of the Effective Date, supersedes all prior or contemporaneous agreements, negotiations, representations, and proposals of any kind, whether written or oral, either express or implied, relating to this subject matter. This Agreement includes and integrates any properly executed attachments, including the exhibits and any Sales Order or Additional Service Terms.
Please refer to Searcle's Privacy Policy for information on how Searcle collects, uses, and discloses personally identifiable information from the Client. The Client acknowledges and understands that Searcle may collect, use, and disclose the Client’s information pursuant to Searcle’s Privacy Policy, as it may be updated from time to time.
This Agreement, and any amendments hereto, by whatever means accepted, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effect as if it were an original signed version thereof, delivered in person. Neither party hereto shall argue that a contract was not formed hereunder based on either (i) the use of electronic means to deliver a signature or to indicate acceptance of this Agreement or (ii) the fact that any signature or acceptance of this Agreement was transmitted or communicated through electronic means, and each party forever waives any related defense.
If the Client has any questions about this Agreement or the Services, the Client may contact Searcle at support@searcle.ai.
Searcle may amend this policy from time to time. If we make any substantial changes in any we use your personal information, you will be notified by posting a prominent announcement on our web page or when you log onto our application.Searcle AITH1 93 Sloping Sky Mews, Toronto, ON M5V 1P4admin@searcle.aiThis Policy Is Effective As of October 1, 2025.
