1. You shall use the Services and the Website solely for the purposes of the extraction of data from [publicly accessible websites ([including sites which may require a user login]). In all cases where copyrighted data may be included as part or all of the extracted data, you shall comply with all copyright laws and rules covering such data including (but not limited to) the reproduction and resale of such data.
1.2 You are responsible for all activity occurring under your user account(s) and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Services, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify JSoft, LLC immediately of any unauthorised use of any password or account or any other known or suspected breach of security; (ii) report to JSoft, LLC immediately and stop immediately or procure the immediate stopping of any infringement of JSoft, LLC Technology and/or any copying or distribution of content or other use of any of the Services which is contrary to applicable law, infringes any third party rights or which is in contrary to the terms of this Agreement that is known or suspected by you or your users; and (iii) not impersonate another JSoft, LLC user or provide false identity information to gain access to or use the Services.
1.3 You shall use all reasonable endeavours to ensure that the information transmitted to or from JSoft, LLC’s servers with respect to the Services you require is secure. You shall procure that each person having access to such servers is made aware of, and agrees in writing to apply and follow all reasonable security and safety measures as may be specified by JSoft, LLC from time to time. JSoft, LLC shall have no liability (in contract, tort (including without limitation, negligence or otherwise) for any action taken by (i) such authorised person on the assets deployed for you and (ii) individuals who were not authorised to have access to the servers and the Services but who were able to gain access because of your default (including disclosing of the usernames, passwords or accounts details and other security breaches by you).
1.4 You shall not use any of the Services or this Website: (i) to generate fraudulent impressions of or fraudulent clicks on its advertisements(s) or third-party advertisement(s) through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots, agents or other automated query tools and/or computer generated search requests, and/or the unauthorised use of other search engine optimization services and/or software; (ii) for any extraction of data which is contrary to applicable laws or third party rights (including Intellectual Property) Rights); or (iii) to engage in any other conduct which is contrary to applicable laws or third party rights (including Intellectual Property Rights) or which constitutes a fraudulent business practice under any applicable laws.
1.5 Any breach of this Clause may result in immediate termination of your use of any of the Services or this Website without notice, and may subject you to state and federal penalties and other legal consequences.
2. Restrictions. When using the Service, including uploading or making available any User Data, you agree not to:
* 2.1 Upload or transmit via the Service pornographic, threatening, embarrassing, hateful, racially or ethnically insulting, libelous, or otherwise inappropriate content;
* 2.2 Use the Service for any purpose that is unlawful or is otherwise prohibited by these Terms;
* 2.3 Use the Service in any manner that in our sole discretion could damage, disable, overburden, or impair the Service;
* 2.4 Use the Service to access, connect to or retrieve data from any third party system or services or Third Party Sites which are subject to terms of service prohibiting your manner of access to, connection to or retrieval of data from the system, service or site using the Service;
* 2.6 Use the Service in any manner that infringes any copyright or other intellectual property, proprietary or moral right, or use the Service to circumvent any technological protection measure that controls access to or copying of copyrighted content;
* 2.7 Attempt to gain unauthorized access to the Service, or any part of them, other User Accounts, computer systems or networks connected to the Service, or any part of them, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service
* 2.8 Modify the Service in any manner or form, or use modified versions of the Service, including but not limited to for the purpose of obtaining unauthorized access to the Service;
* 2.9 Use any robot, spider, scraper, or other automated means to access the Service for any purpose without our express written permission, or bypass any measures we may use to prevent or restrict access to the Service;
* 2.10 Impersonate another person or access another User’s User Account without that User’s permission or to violate any contractual or fiduciary relationships;
* 2.11 Share passwords with any third party or encourage any other User to do so;
* 2.12 Misrepresent the source, identity, or content of User Data;
* 2.13 Modify, adapt, translate or create derivative works based upon the Service;
* 2.14 Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Service, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
* 2.15 Rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Service to any third party; provide time sharing or similar services for any third party; or use the Service for any purpose other than your own internal business use;
* 2.16 Remove, circumvent, disable, damage or otherwise interfere with security-related features of the Service, features that prevent or restrict use or copying of any content accessible through the Service or Service, or features that enforce limitations on use of the Service including, without limitation, creating multiple accounts in order to circumvent query limits or other restrictions based on your account type;
* 2.17 Access the Service if you are a direct competitor of Jsoft, LLC, except with prior written consent, or for any other competitive purposes; or
* 2.18 Collect or harvest any personally identifiable information, including account names, from the Service.
3. THE WEBSITES YOU SCRAPE
3.1 JSoft, LLC shall have no liability (in contract, tort (including without limitation, negligence or otherwise) for any Loss suffered or incurred by you arising out of or in connection with any dispute between you and any website which you scrape, from which you extract data or from which you copy data. In the event of any such dispute, you release JSoft, LLC (and its officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, Losses, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
3.2 You represent, warrant and undertake to JSoft, LLC on a continuous basis throughout your use of the Services that the [agent] you build will be used legally and ethically and that you will obtain all permissions necessary for you to use it on the targeted data source.
3.3 JSoft, LLC may immediately suspend your use of the Services if it is contacted by your chosen data extraction source, website, target or repository and asked to cease all extraction activity.
3.4 Subject to Clause 3.8, JSoft, LLC accepts no liability or responsibility for any use which may be made by you (or any third party authorised by you) of any of the Services, nor for any reliance which may be placed by you (or any third party authorised by you) on any of the Services, nor for advice or information given in connection with any of the Services.
3.5 Subject to Clause 3.8, Jsoft, LLC’s total liability in contract, tort (including, without limitation, negligence) or otherwise arising out of or in connection with or in relation to the Services or the supply or non-supply or purported supply or delay in supply of any Services or otherwise out of or in connection with or in relation to this Agreement or any transaction or matter contemplated by them shall be limited to five (5) times the total platform cost accrued by you, or any organization created by you or , in aggregate. The limitation of Liability under this sub-clause has effect in relation both to any liability expressly provided for under this Agreement and to any liability arising by reason of the invalidity or unenforceability of any of this Agreement.
3.6 Subject to Clause 3.8, JSoft, LLC shall not be liable in contract, tort (including without limitation, negligence) or otherwise howsoever for any of the following losses or damage (whether or not such loss or damage was foreseen, foreseeable, known or otherwise): (a) loss of revenue; (b) loss of actual or anticipated profits; (c) loss of contracts; (d) loss of the use of money; (e) loss of anticipated savings; (f) loss of business; (g) loss of opportunity; (h) loss of goodwill; (i) loss of reputation; (j) loss of, damage to or corruption of data, or (k) any indirect or consequential loss howsoever caused (including, for the avoidance of doubt, whether such loss or damage is of a type specified in sub-clauses (a) to (j) above) whether arising out of, or in connection with, or in relation to any Services or the supply or non-supply or purported supply or delay in supply of any Services or otherwise out of or in connection with or in relation to this Agreement or any transaction or matter contemplated by any of them.
3.7 Subject to Clause 3.8, Jsoft, LLC does not accept, and excludes, all liability for breach of any obligation or duty to take reasonable care or exercise reasonable skill other than any such obligation or duty arising under this Agreement.
3.8 Nothing in this Agreement shall exclude or limit Jsoft, LLC’s liability (a) under the tort of deceit; (b) for death or personal injury caused by any Breach of Duty; or (c) any other liability to the extent that, under applicable law, it cannot be excluded or limited.
3.9 Jsoft, LLC’s charges are determined on the basis of the limits of Liability set out in this Clause 3.
3.10 This Clause and Clause 4 prevails over all other provisions of this Agreement, and sets forth the entire liability of Scrapinghub in respect of the performance, non-performance, purported performance or delay in performance by the Scrapinghub of its obligations under this Agreement; and otherwise in relation to this Agreement or the entering into or performance of this Agreement.
4. Ownership; Proprietary Rights. The Service is owned and operated by Jsoft, LLC. The visual interfaces, graphics, design, compilation, information, computer code, products, software, services, and all other elements of the Service provided by JSoft, LLC, but expressly excluding any of the foregoing owned or licensed by and posted to the Service at the direction of Users (including without limitation User Data) (“Materials“) are protected by intellectual property and other applicable laws. Except for any technology licensed by Jsoft, LLC, which is owned by and provided by our third-party licensors, all Materials contained in the Service, including without limitation the intellectual property rights therein and thereto, are the property of Import.io or its subsidiaries or affiliated companies. All trademarks, service marks, and trade names are proprietary to Import.io or its affiliates and/or third-party licensors. Except as expressly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Materials or the intellectual property rights therein or thereto, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials.You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas“). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Import.io under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Jsoft, LLC does not waive any rights to use similar or related ideas previously known to Jsoft, LLC, or developed by its employees, or obtained from sources other than you.
5. Third-Party Sites, Third-Party Information
* 5.1 You or the Service may call the servers of other websites or services solely at the direction of and as a convenience to You and/or other Users (“Third Party Sites“). Jsoft, LLC makes no express or implied warranties with regard to the information, or other material, products, or services that are contained on or accessible through Third-Party Sites. Access and use of Third Party Sites, including the information, material, products, and services on such sites or available through such sites, is solely at your own risk.
* 5.2 YOU ACKNOWLEDGE THAT JSOFT, LLC DOES NOT MANAGE OR CONTROL THE USER DATA THAT YOU ACCESS, STORE OR DISTRIBUTE THROUGH THE SERVICE, AND ACCEPTS NO RESPONSIBILITY OR LIABILITY FOR THAT INFORMATION REGARDLESS OF WHETHER SUCH USER DATA IS TRANSMITTED TO OR BY YOU IN BREACH OF THESE TERMS. JSOFT, LLC MAKES NO WARRANTY WITH RESPECT TO SUCH USER DATA YOU MAY ACCESS, STORE OR DISTRIBUTE THROUGH THE SERVICE. IN PARTICULAR, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IMPORT.IO MAKES NO WARRANTY THAT SUCH USER DATA WILL BE FREE OF ANY VIRUS, WORM, TROJAN HORSE, EASTER EGG, TIME BOMB, CANCELBOT, OR OTHER DESTRUCTIVE OR MALICIOUS CODE OR PROGRAMS. YOU AGREE TO WAIVE, AND HEREBY DO WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST JSOFT, LLC WITH RESPECT TO THIRD PARTY AND/OR USER DATA THAT YOU CHOOSE TO ACCESS, STORE OR DISTRIBUTE, THROUGH THE SERVICE.