CounselRank Terms of Use

1. Eligibility and Authority

The Services are intended for businesses and professionals, including law firms and legal marketers, and are not directed to children. By using the Services, Customer represents and warrants that it has the legal capacity and authority to enter into these Terms and, if acting on behalf of an organization, to bind that organization.

2. The Services

CounselRank provides search engine optimization, marketing intelligence, reporting, website analysis, workflow tools, content-related recommendations, dashboards, and related software functionality for legal and professional services businesses. Features may include SEO audits, ranking analysis, keyword research, technical recommendations, local SEO insights, reporting, and other tools that CounselRank may add, modify, or remove over time.

CounselRank may update the Services from time to time to improve functionality, security, usability, and performance. Certain features may be subject to additional product-specific terms, pricing pages, order forms, or in-app notices, which will govern to the extent they conflict with these Terms for that specific feature or purchase.

3. Accounts and Access

Customer may need to create an account to use some or all of the Services. Customer is responsible for maintaining the confidentiality of login credentials, for all activity under its account, and for ensuring that account information remains accurate and up to date.

Customer must promptly notify CounselRank of any unauthorized use of an account or security incident affecting the Services. CounselRank may suspend or restrict access where reasonably necessary to protect the Services, users, or third parties from fraud, abuse, security risks, or legal exposure.

4. Subscription, Fees, and Billing

Some Services are offered on a paid subscription basis. By purchasing a subscription, Customer authorizes CounselRank or its payment processor to charge the applicable recurring fees, taxes, and any other disclosed charges using the selected payment method.

Unless otherwise stated at the time of purchase, subscriptions renew automatically for successive renewal periods equal to the initial billing cycle until cancelled. Customer is responsible for paying all fees on time, and late or failed payments may result in suspension, downgrade, or termination of access to paid features.

CounselRank may change pricing for future billing periods by providing advance notice through the Services, email, or another reasonable method. Price changes will not apply retroactively and will take effect at the start of the next renewal term unless otherwise stated.

5. Acceptable Use

Customer may use the Services only in compliance with these Terms and applicable law. Customer must not, and must not permit any third party to:

• Use the Services for unlawful, fraudulent, deceptive, or harmful activity.
• Interfere with or disrupt the integrity, security, or performance of the Services.
• Reverse engineer, decompile, disassemble, copy, or create derivative works from the Services, except to the extent such restriction is prohibited by law.
• Access the Services to build a competing product or service.
• Upload or submit content that infringes intellectual property, privacy, publicity, confidentiality, or other rights.
• Attempt to gain unauthorized access to accounts, systems, or data.
• Use the Services to distribute malware, spam, or malicious code.
• Misrepresent search results, professional credentials, legal outcomes, testimonials, or other regulated marketing claims.

If Customer is subject to professional advertising or ethics rules, including legal advertising rules, Customer remains solely responsible for ensuring that all published claims, statements, pages, and campaigns comply with those requirements.

6. Customer Content and Inputs

Customer may provide websites, copy, analytics access, business information, credentials, campaign materials, and other data or content to enable use of the Services (collectively, "Customer Content"). Customer retains ownership of Customer Content, subject to the rights granted in these Terms.

Customer grants CounselRank a non-exclusive, worldwide, limited-term right to host, use, reproduce, transmit, display, modify, and process Customer Content solely as necessary to provide, maintain, support, secure, and improve the Services, enforce these Terms, and comply with law. Customer represents and warrants that it has all rights necessary to provide Customer Content and to authorize CounselRank to use it for these purposes.

Customer is solely responsible for the accuracy, legality, quality, and reliability of Customer Content and for maintaining appropriate backups unless the Services expressly provide backup functionality. CounselRank is not responsible for reviewing Customer Content for legal sufficiency, regulatory compliance, or factual accuracy.

7. Data Practices and Confidentiality

CounselRank will use commercially reasonable measures to protect Customer Content and confidential information from unauthorized access, use, or disclosure. Access to Customer data may be limited to personnel, contractors, subprocessors, and service providers who need that access to operate or support the Services and who are subject to appropriate confidentiality obligations.

CounselRank may generate and use aggregated, de-identified, and anonymized usage statistics, benchmarking data, model outputs, product telemetry, and performance insights derived from use of the Services for lawful business purposes, including analytics, product improvement, security, research, and marketing, provided such data does not identify Customer as the source.

Customer should not submit information through the Services unless it is comfortable with that information being processed as part of the normal operation of a SaaS platform. Privacy-related disclosures, including information about personal data processing, may be described further in CounselRank's Privacy Policy, which is incorporated by reference where applicable.

8. Intellectual Property

CounselRank and its licensors retain all right, title, and interest in and to the Services, including all software, technology, methodologies, interfaces, designs, databases, documentation, trademarks, content, and improvements, except for Customer Content and any rights expressly granted to Customer under these Terms.

Subject to these Terms and payment of applicable fees, CounselRank grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Services for Customer's internal business purposes. No rights are granted except as expressly stated in these Terms.

Reports, dashboards, recommendations, exports, and other outputs generated for Customer through the Services ("Outputs") may be used by Customer for its internal business purposes. Unless expressly stated otherwise in an order form or feature-specific term, Outputs do not transfer ownership of the underlying Services, software, templates, scoring systems, or methodologies used to generate them.

9. Third-Party Services

The Services may integrate with or rely on third-party platforms, tools, websites, analytics providers, payment processors, hosting providers, or AI services. CounselRank is not responsible for third-party services, and use of those services may be governed by separate terms and privacy policies of the relevant provider.

CounselRank does not guarantee continued availability of any third-party integration and may add or remove integrations at any time. Customer is responsible for maintaining its own rights, licenses, and permissions with third-party providers.

10. No Professional Advice; No Guarantees

The Services provide software tools, automation, analysis, reports, and informational recommendations. CounselRank does not provide legal advice, law firm management advice, accounting advice, or any other regulated professional advice unless expressly stated in a separate written agreement.

SEO, search visibility, lead generation, and marketing performance depend on many factors outside CounselRank's control, including search engine algorithms, competition, website quality, market conditions, ad platform policies, and user behavior. CounselRank does not guarantee rankings, traffic levels, lead volume, revenue, or any specific business outcome.

11. Availability and Changes

CounselRank will use commercially reasonable efforts to make the Services available, but does not guarantee uninterrupted or error-free operation. Scheduled maintenance, emergency maintenance, technical issues, security incidents, internet outages, and third-party failures may affect availability.

CounselRank may modify or discontinue all or part of the Services at any time. Where reasonably practicable, CounselRank will provide advance notice of material adverse changes to paid core functionality.

12. Suspension and Termination

Customer may stop using the Services at any time and may cancel subscriptions through the account, billing settings, or any method described at purchase. Unless otherwise required by law or expressly stated in a product-specific term, fees already paid are non-refundable, and cancellation takes effect at the end of the current billing period.

CounselRank may suspend or terminate access immediately if Customer breaches these Terms, fails to pay fees, creates legal risk, or uses the Services in a way that could harm CounselRank, other users, or third parties. CounselRank may also discontinue free plans, trials, or beta features at any time.

Upon termination, Customer's right to access and use the Services ends, except that these Terms will continue to apply to provisions that by their nature should survive, including payment obligations accrued before termination, confidentiality, intellectual property, disclaimers, limitations of liability, dispute terms, and general provisions.

13. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. COUNSELRANK DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, COUNSELRANK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA, REPORT, OUTPUT, OR RESULT WILL BE ACCURATE, COMPLETE, OR SUFFICIENT FOR CUSTOMER'S PARTICULAR PURPOSE.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COUNSELRANK AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITIES, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF COUNSELRANK FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY CUSTOMER TO COUNSELRANK FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS (US $100).

Some jurisdictions do not allow certain disclaimers or limitations of liability, so some of the above may not apply to Customer to the extent prohibited by law.

15. Indemnification

Customer will defend, indemnify, and hold harmless CounselRank and its affiliates, officers, directors, employees, contractors, licensors, and service providers from and against any third-party claims, actions, proceedings, damages, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or related to Customer Content, Customer's use of the Services, Customer's violation of these Terms, or Customer's violation of applicable law or third-party rights.

16. Governing Rules and Disputes

These Terms are governed by the laws specified in the applicable order form, checkout flow, or another legal notice presented to Customer at the time of purchase or account creation, without regard to conflict of laws principles. If no governing law is specified there, the governing law and dispute forum will be determined by CounselRank in a reasonable commercial manner based on the contracting entity and the geography of the transaction.

Any claim arising out of or relating to these Terms or the Services must be brought on an individual basis and not as part of a class, collective, or representative action, to the extent permitted by law. Before filing a formal claim, the parties should first attempt in good faith to resolve the dispute informally by written notice.

17. General Terms

These Terms constitute the entire agreement between Customer and CounselRank regarding the Services, except for any separate order form, product-specific terms, Privacy Policy, or other legal terms expressly incorporated by reference. If there is a conflict between these Terms and a separate written order form or feature-specific term, the more specific document will control for that subject matter.

CounselRank may update these Terms from time to time. For material changes, CounselRank will provide notice by posting the revised Terms on its website, through the Services, by email, or by another reasonable method. Continued use of the Services after the effective date of updated Terms constitutes acceptance of the revised Terms.

Customer may not assign or transfer these Terms without CounselRank's prior written consent, except in connection with a merger, acquisition, or sale of substantially all of Customer's assets. CounselRank may assign these Terms to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of assets.

If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect. Failure to enforce any provision is not a waiver. The parties are independent contractors, and these Terms do not create any partnership, franchise, joint venture, agency, fiduciary, or employment relationship.

18. Contact

Questions about these Terms may be sent through the contact methods identified on the CounselRank website or within the Services.