WhataScraper
Legal

Master Service Agreement

Last updated September 2024

This Master Service Agreement (the “Agreement”) is an agreement between WhatAScraper (“WhatAScraper”) and you or the entity you represent (“Client”). This Agreement takes effect when you sign up to WhatAScraper or, if earlier, when you access or use the WhatAScraper services, as defined below (the “Effective Date”). If you are using the WhatAScraper services on behalf of an entity, you represent to us that you are lawfully able to enter into this Agreement on behalf of the Client.

1. WhatAScraper Responsibilities

  1. WhatAScraper will make any of the services detailed in this Agreement or otherwise offered on the WhatAScraper platforms (“the Services”) available to Client in accordance with the provisions of this Agreement. WhatAScraper shall have the right, but not the obligation, to monitor Client’s use of the Service for billing purposes and to verify no misuse or network abuse. WhatAScraper may share the Client’s relevant information with any authority in case of a complaint, investigation or a lawsuit, if WhatAScraper determines that it is necessary to comply with any subpoena, judicial or governmental requirement, or order.
  2. Certain Services will be made available subject to WhatAScraper’s completion of a successful compliance review process of the Client. Such review may include a Know Your Client process and any other measures that WhatAScraper decides, at its sole discretion, are necessary to approve Client’s use of the Service. Client will cooperate with WhatAScraper and provide it with any information reasonably required as part of the compliance review process.

2. Temporary Suspension

WhatAScraper in its sole discretion and at any time, may suspend Client’s right to access or use the Service immediately upon notice to Client if WhatAScraper, at its sole discretion, determines that:

  1. Client’s use of or registration to the Service (i) poses a security risk to WhatAScraper or its Service or any third party, (ii) may adversely impact WhatAScraper or any of its clients, (iii) may subject WhatAScraper, its affiliates, or any third party to liability, or is in breach under any applicable laws or regulations, (iv) may be fraudulent, or (v) may disparage or devalue WhatAScraper’s reputation or goodwill; or
  2. Client is in breach of this Agreement, including if Client is delinquent on payment obligations; or
  3. Client has violated any of its representations and warranties under this Agreement or any other representation and warranties provided to WhatAScraper associated with Client’s use of the Service.

3. Client Warranties and Representations

The Client warrants, represents and covenants to WhatAScraper that:

  1. It is aware that the Services may only be used by individuals that are at least 18 years old and at least the legal age allowed for by the applicable jurisdiction. The Client represents and warrants that, to the extent it is an individual, it is of legal age.
  2. The Client will be solely responsible for any actions it performs based on the use of the Service.
  3. The Client is responsible for protecting its personal username and/or password to the Service. The Client may not share its account privileges with anyone or knowingly permit any unauthorized access to the Service.
  4. The Client shall not use the Services in violation of applicable law or regulations or any third party rights (including intellectual property rights) and not use the Service in any manner or for any purpose other than as stated in the intended use case provided to WhatAScraper, if applicable.
  5. The Client shall not use the Service to: (i) distribute cracking, warez, virus, adware, worms, trojan horses, malware, spyware or any other similar malicious activities and products; (ii) cause any network resource to be unavailable to its intended users, including, without limitation, via “Denial-of-Service (DoS)” or “Distributed Denial-of-Service (DDoS)” attack; (iii) distribute any unlawful content or encourage any unlawful activity; (iv) cause any damage or service disruption to any third party computers or service; or (v) enhance or operate a service that competes with the Services, or assist any other party to do so.
  6. The Client shall not engage in any reselling of the Service in whole or in part, without WhatAScraper’s prior written authorization.
  7. The Client shall not, and shall not enable others to, copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the Service or any services provided by WhatAScraper, or any part thereof, without WhatAScraper’s prior written approval.

4. Consideration

  1. Following the free trial period (if granted by WhatAScraper), Client will enter a valid payment method as a condition for further use or access to the Service, at the consideration stated in the Client’s dashboard or in a specific insertion order or other statement of work (the “Subscription Fees”). The Subscription Fees are non-cancelable and non-refundable.
  2. All payments due under this Agreement shall be payable in United States dollars. In the event payments are received in a different currency, conversion of foreign currency to U.S. dollars shall be made at the applicable conversion rate on the invoice date.
  3. Prices are net of any withholding or other taxes and the Client shall be responsible for payment of all such applicable taxes, levies, or duties.
  4. Client consents to receive electronic invoices and receipts from WhatAScraper.
  5. In the event of non-payment of the Subscription Fees in accordance with the terms hereof, the Client agrees to pay for the costs and expenses of collection of any unpaid deficiency in the Client’s account, including, but not limited to, attorney’s fees, court costs and any other costs incurred or paid by WhatAScraper.

5. Confidential Information

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 of or performance under this Agreement, the Receiving Party agrees that:

  1. The Disclosing Party shall retain ownership of the Confidential Information and that the Receiving Party shall not acquire any rights therein, except the right to use such Confidential Information to the extent provided in this Agreement;
  2. The Receiving Party shall use at least the same degree of care to protect the Confidential Information from unauthorized disclosure or access that the Receiving Party uses to protect its own Confidential Information, but not less than reasonable care;
  3. Except as otherwise provided in this Agreement, no Confidential Information disclosed pursuant to this Agreement shall be made available by the Receiving Party to any third party for any purpose, except to a consultant, attorney, subcontractor, or potential subcontractor who needs to know the Confidential Information for the performance of this Agreement and provided that they agree to be bound by confidentiality terms no less restrictive than those in this Agreement.

“Confidential Information” shall mean all information disclosed by the Disclosing Party to the Receiving Party in connection with the Agreement, whether in oral form, visual form or in writing, including but not limited to: all specifications, formulas, prototypes, computer programs, records, data, ideas, methods, techniques, processes, plans, marketing information, financial statements, and any information provided to the Disclosing Party by a third party under a confidentiality agreement. The Subscription Fees under this Agreement shall be considered as Confidential Information.

The confidentiality obligations under this Agreement will survive any expiration or termination of this Agreement.

6. Disclaimer of Warranties

WHATASCRAPER IS PROVIDING THE USE OF THE SERVICE AND ANY ACCOMPANYING DATA ON “AS IS” BASIS AND IT EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED TO THE CONDITION, VALUE OR QUALITY OF THE SERVICE OR ANY ACCOMPANYING DATA, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY, ACCURACY, ABSENCE OF VIRUSES OR ANY DEFECT THEREIN, WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WHATASCRAPER FURTHER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT THE USE OF THE SERVICE WILL BE CONTINUOUS, UNINTERRUPTED OR ERROR-FREE, OR THAT ANY INFORMATION CONTAINED THEREIN WILL BE ACCURATE OR COMPLETE.

7. Limitation of Liability

In no event will WhatAScraper be liable under this Agreement for any consequential, special, indirect or punitive damages or for any loss, profits or revenue (whether in contract, tort, negligence or any other legal theory) in any way relating to this Agreement (“Event”), even if WhatAScraper had been informed in advance of the possibility of such damages. WhatAScraper’s aggregated liability under this Agreement for any claim or damage or series of such is limited to the amount of fees actually received by WhatAScraper from Client under this Agreement during the one month period prior to the Event.

8. Indemnification

Client will defend WhatAScraper against any claim, demand, suit or proceeding made or brought against WhatAScraper by a third party alleging that the Client’s use of any Service infringes or misappropriates such third party’s intellectual property rights or breaches applicable privacy laws or any other applicable law or causes damage to such third party (a “Claim Against WhatAScraper”), and will indemnify WhatAScraper from any direct damages, attorney fees and costs finally awarded against WhatAScraper as a result of, or for any amounts paid by WhatAScraper under a court-approved settlement of, a Claim Against WhatAScraper, provided WhatAScraper (a) promptly gives Client written notice of the Claim, (b) gives Client sole control of the defense and settlement, (c) gives Client all reasonable assistance, at Client’s expense, and (d) WhatAScraper shall not negotiate or enter into any settlement without Client’s prior written consent.

9. Term and Termination

  1. This Agreement commences on the Effective Date and shall continue until terminated in accordance with the terms of this Agreement.
  2. Unless a separate schedule or statement of work agreed upon between the Parties has set a pre-determined period for the provision of the Services, either party shall have the right to terminate this Agreement immediately at any time by providing the other party an advance written notice until the end of that calendar month. The Agreement will terminate at the end of the calendar month at which the written notice was received, without the party incurring any liability towards the other party by virtue of such termination.
  3. WhatAScraper shall be entitled to terminate this Agreement immediately for “cause” by written notice to the Client if (a) any act or omission by Client entitles WhatAScraper to suspend its access or use of the Service as described in Section 2; (b) the Client is in breach of any representation or warranty found in this Agreement; (c) the Client engages in any action or activity that, in WhatAScraper’s sole discretion, places WhatAScraper at risk under any applicable laws or regulations. WhatAScraper shall not be liable to the Client or any third party for the termination of this Agreement.
  4. Upon termination, any outstanding consideration amounts shall immediately become due and payable, the license granted herein shall be terminated and the Client shall immediately stop using the Service.

10. Specific Service Terms

Without derogating from the generality of other provisions of the Agreement, the following terms shall apply to the specific Services the Client wishes to obtain from WhatAScraper:

Web Scraping Services

  1. WhatAScraper has developed, owns and offers custom web scraping services which collect, transform, and deliver publicly available data to its clients (the “Service”).
  2. During the term of this Agreement WhatAScraper grants the Client a limited, revocable and non-transferable license (with no right to sublicense) to use the collected data solely for the purpose of Client’s internal business operations.
  3. WhatAScraper reserves any and all rights not expressly granted in this Agreement, including, without limitation, any and all rights to the Service.
  4. Client’s use of the data service is subject to all applicable laws, including without limitation data protection and privacy laws. To the extent applicable to processing of personal data, Client is solely responsible for determining the lawful grounds, providing notices, respecting data subject rights and all other related obligations.

Dataset Service

  1. WhatAScraper may offer, from time to time, for various fees, digital data sets of information on various categories (“Datasets”).
  2. The Datasets may only be used for legally valid purposes and in accordance with all applicable laws which may apply, both domestic and international, including without limitation applicable privacy and marketing communications legislation.
  3. The Datasets may contain additional terms and conditions governing the use of such Datasets.

11. Miscellaneous

  1. This Agreement constitutes the entire understanding between the parties with respect to the matters referred to herein.
  2. All notices or other communications hereunder shall be given by email to the email address provided by the parties as part of the registration to the Service.
  3. To the extent not prohibited by applicable law, the Customer waives the right to litigate in court or an arbitration proceeding any dispute related to this Agreement as a class action, either as a member of a class or as a representative.
  4. If any provision of this Agreement will be held by a court of competent jurisdiction to be contrary to any law, the remaining provisions will remain in full force and effect as if said provision never existed.
  5. No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof.
  6. WhatAScraper may, at any time, and at its sole discretion, modify this Agreement, with or without notice to the Client. Any such modification will be effective immediately upon public posting. Client’s continued use of the Service following any such modification constitutes acceptance of the modified Agreement.