“Additional Services” means any additional services purchased by a Subscriber in addition to those already included as part of that Subscriber’s subscription.
“API” means application program interface.
“API Key” means a key provided to Users by the Company to enable access to an API.
“Beta Features” means new or test features or functionality added to the Service by the Company in unfinished or beta form.
“Company” means Written Byte Ltd (trading as DeepCrawl) with company number 05936299.
“Fees” means any fees payable by a Subscriber in order to have access to all or part of the Site and the Service.
“Free User” means anyone who uses the free aspects of the Site or Service and does not pay Fees.
“Initial Subscription Term” means the initial term for which a Subscriber subscribes to the Service.
“Intellectual Property Rights” means all intellectual property rights, including patents, trademarks, database rights, rights in designs and copyrights (including rights in computer software) (whether or not any of these rights are registered, and including applications and the right to apply for registration of any such rights) and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world, for the full term of such rights, and any renewals and extensions of them.
“Normal Business Hours” means 8.00am to 6.00pm UK time, Monday to Friday.
“Service” means the DeepCrawl service offered by the Company.
“Site” means the DeepCrawl website at www.deepcrawl.com.
“Subscriber” means anyone who pays Fees.
“User Data” means any data provided by a User as part of their use of the Service.
“Users” means Free Users and Subscribers.
2) Description of Service
From time to time, the Company may offer free trials of the Service (including free reports created using the Service). These are not intended for, and may not be used by:
1. anyone who has been given, accessed and/or used a free trial or a free report previously;
2. current Subscribers;
3. anyone who has been a Subscriber in the previous six months; or
4. anyone who has been provided with a demonstration of the Service by a representative of the Company within the previous six months.
While access to certain components of the Site and selected features of the Service (such as free trials and free reports) are free, the Company reserves the right to stop offering these for free and/or to charge Fees for these features. In such circumstances, before being charged, Free Users will be notified and will be given the option to stop using those aspects of the Site or Service for which Fees will be charged, or to become a Subscriber.
The Company will, as part of the Service and at no additional cost to the Subscriber, provide the Subscriber with the Company’s standard customer support service during Normal Business Hours. To the extent that the Subscriber requires any customer support service outside of normal business hours, this may be provided for such additional fees as shall be agreed with the Subscriber.
4) Company Warranties and Limitations
The Company undertakes that the Services will be performed with reasonable care and skill. This undertaking shall not apply to the extent that an issue is caused by the User’s use of the Services contrary to the Company’s instructions, or modification or alteration of the Services by any party other than the Company or the Company’s duly authorised contractors or agents.
The Company makes no statement (express or implied) that use of the Service by a User will produce and/or generate any particular outcome and is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and Users acknowledge that the Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities. The Company may also suspend the Service if it believes that continuing to provide it will be in breach of any applicable law, regulation, guidance, code of conduct, third party rights (including Intellectual Property Rights). Without limiting the generality of the foregoing, the Company does not warrant that the Service will be uninterrupted, virus-free or error-free, however the Company shall use reasonably commercial endeavours to correct any interruptions, viruses or errors and to limit any suspensions of the Service and such correction or limitation shall be the User’s sole and exclusive remedy for any breach of the undertaking given by the Company at the start of this section 4. Nothing in this section 4 shall affect a User’s mandatory statutory rights as a consumer under local law.
5) Conditions Governing All Users
The Service is available only to Users who are human (not bots, except for certain authorized API users) and 18 years of age or older.
Users shall ensure that their network and systems comply with the relevant specifications provided by the Company from time to time in order to make use of the Service.
Users shall be solely responsible for procuring and maintaining their network connections and telecommunications links from their systems to the Site and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the User’s network connections or telecommunications links or caused by the internet.
Users agree to inform the Company immediately upon learning of a security breach that relates to their account or a third party’s improper use of the Site or the Service in connection with their account.
The Company reserves the right to monitor User activity.
Users shall not:
5. Use the Site and/or Service in a way which affects the performance and availability of a public website which the User does not own;
6. Breach or infringe any third party rights;
7. Process or collect any personal data without the prior consent of the individual in question;
8. Crawl pages which contain any information or content that is illegal, infringes any patent, trademark, trade secret, copyright, right of publicity, or other right of any other person or entity, or violates any law or contract;
9. Use the Site and/or the Service to deliver unsolicited or unauthorized advertising or promotional material or any junk mail, spam, or chain letters;
10. Use the Company’s or the DeepCrawl name, logo, trademark or branding without the Company’s consent or impersonate any person or entity, including any employee or representative of the Company;
11. Access, tamper with or use private areas of, the Site, the Service or the Company’s systems;
12. Break or circumvent the Company’s security measures or otherwise test the vulnerability of the Site, the Service or the Company’s systems or networks;
13. Copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, reverse compile, disassemble, or distribute all or any portion of the Service or the Site;
14. Deliberately or knowingly interfere with or disrupt the proper functioning of the Site or the Service; or
15. License, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit the Service or make the Service available to the general public or any third party (except for the purpose of providing the results of reports to authorised third parties).
6) Conditions Governing Subscribers
Term and Renewal. Subscribers are responsible for selecting the Initial Subscription Term of their subscription from the options available when they sign up on the Site. After expiry of the Initial Subscription Term, the Subscriber’s subscription to the Service shall automatically renew for a period of time equal to the Initial Subscription Term and shall continue to automatically renew in this way upon the expiry of each subsequent renewal term unless terminated as set out in the ‘Termination’ clause in this section 6. The Company is under no obligation to provide notice of automatic renewal to Subscribers and urges Subscribers to visit their ‘Credits’ page while signed in to their account on the Site in order to find out when their subscription is set to renew.
Fees. Subscribers shall pay the Fees in accordance with the payment terms presented to them at the time that they sign up on the Site. All amounts and Fees stated are exclusive of value added tax, which shall be added to any invoice(s) at the appropriate rate. Upon automatic renewal of a Subscriber’s subscription, the Fees payable in respect of the renewal term will be the same as those payable during the previous subscription term. Notwithstanding this, the Company reserves the right to increase the Fees in respect of an upcoming renewal term to the then-current non-promotional subscription rate provided it gives the Subscriber 60 (sixty) days’ notice of such increase by email to the address then currently associated with the Subscriber’s account.
Credit Card. A Subscriber may use a credit card to pay the Fees and hereby authorises the Company to bill such credit card for any Fees payable in respect of the Initial Subscription term and any subsequent renewal terms. Subscribers are responsible for ensuring that the credit card associated with their account or subscription is up to date, that information posted in connection with it is accurate, and that they are authorized to use it. If the Company cannot charge the credit card in question, it may cancel the Subscriber’s subscription and the Subscriber may lose access to the Service and any data associated with their subscription. Please note that the Company does not store credit/debit card numbers or any related information, nor does it share customer financial details with any 3rd parties.
Invoiced Subscriptions. Some Subscriber accounts can be paid for via invoicing with mutual agreement between the Company and the Subscriber. There may be extra Fees associated with invoiced accounts. If the Company has agreed to enter into an invoicing relationship with a Subscriber, all invoices must be paid by the Subscriber within 30 (thirty) days after the date of such invoice. Subscribers agree that if the Company has not received payment within this period, and without prejudice to any other rights or remedies of the Company, the Company may (a) without liability to the Subscriber, cancel the Subscriber’s subscription and disable the Subscriber’s account which may lead to the loss of any data associated with their subscription (b) charge interest, calculated on a daily basis, on any outstanding Fees at a rate of 2% per month and (c) charge the Subscriber for legal fees and reasonable collection costs arising from the Company’s efforts to collect any outstanding Fees.
Reactivation. Where any Subscribers’ accounts are suspended or terminated and a Subscriber subsequently wishes to reactivate such accounts, this reactivation may be done at Company’s discretion and shall be subject to additional Fees as may be charged by the Company.
7) User Data
In the event of any loss or damage to User Data in connection with the Service, the User’s sole and exclusive remedy shall be for the Company to use reasonable commercial endeavours to restore the lost or damaged User Data. The Company shall not be responsible for any loss, destruction, alteration or disclosure of the User Data caused by any third party (except those third parties sub-contracted by the Company to perform the Service related to User Data).
If the Company processes any personal data on the User’s behalf when providing the Service, the User acknowledges that the User shall be the data controller and the Company shall be a data processor and in any such case:
3. the User shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
4. the Company shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the User from time to time; and
5. each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
The Company may incorporate updates or improvements to the Service. If the Company does so, these updates or improvements will be available in accordance with the Company’s standard release process.
The Subscriber may request changes to the Service and the Company may in its discretion agree to provide these. If the Company does provide any changes agreed with the Subscriber, such changes may be subject to the Subscriber paying additional Fees (as the Company agrees with the Subscriber) and they will be made available to the Subscriber as agreed with the Company (though the Subscriber acknowledge that this may be in accordance with the Company’s standard release process).
9) Additional Services
Additional Services. The Subscriber may, from time to time purchase Additional Services. The Subscriber shall notify the Company in writing if they wish to do so. The Company shall evaluate such request for Additional Services and respond to the Subscriber either approving or rejecting the request. If the Company approves the Subscriber’s request to purchase Additional Services, the Subscriber shall pay any additional Fees via credit card or invoice as agreed between the parties.
API Services. The Company may provide a free API with its proprietary data. All data associated with such an API is proprietary to the Company. If Users publicly display proprietary data associated with a free API, they must comply with any link and attribution guidelines set forth on the Site from time to time. An API may be accessed via an API Key licensed to Users non-exclusively by the Company. Users agree to keep their API Key confidential, and not to share it with any third party. This licence is personal to Users. Users agree that they will be personally responsible for the use of their API Key. All access and activities of any kind including transactions, payments or losses made or caused that occur from a User’s API Key are that User’s responsibility. Users acknowledge and agree that the Company may rely on such access through the API Key as being made by the User to whom it is licensed, regardless of whether Users have authorized others to use it.
The Company reserves the right to suspend or terminate access to a free API at any time and for any reason, with or without cause. If a User’s access to a free API is suspended or terminated, that User agrees that they have no rights associated with such API and shall not be entitled to any remuneration or compensation of any kind.
10) Service Limitations and Changes to the Service
The User grants to the Company a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual licence to use and/or incorporate any suggestions, enhancement requests, recommendations or other feedback provided by to the Company relating to the Site and/or the Service.
The User shall defend, indemnify and hold harmless the Company and its respective officers, directors and employees against all third party claims, fines, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with their use of the Service, provided that (a) the Company gives the User prompt notice of any such claim (b) the Company gives reasonable co-operation to the User in the defence and settlement of such claim, at the User’s expense and (c) the User is given sole authority to defend or settle the claim.
The Company shall defend, indemnify and hold harmless a Subscriber, its officers, directors and employees against any claim that the Service infringes any Intellectual Property Rights of any third party, provided that (a) the Subscriber gives the Company prompt notice of any such claim (b) the Subscriber provides reasonable co-operation to the Company in the defence and settlement of such claim, at Company’s expense and (c) the Company is given sole authority to defend or settle the claim.
The Company is under no obligation to defend, indemnify or hold harmless a Free User in any circumstances.
This section 12 (together with section 13) states User’s sole and exclusive rights and remedies, and the entire obligations and liability of the Company, for infringement of any third party Intellectual Property Rights relating to the Service.
13) Limitation of Liability
The User assumes sole responsibility for results obtained from its use of the Service and for conclusions drawn from such use. The Company shall have no liability for any damage caused by errors or omissions in any information, instructions, scripts or reports provided to the Company by the User in connection with the Service, or any actions taken by the Company at the User’s direction.
The User acknowledges that information transmitted via the Service will pass over public telecommunications networks and that the security of this is not guaranteed.
The User acknowledges and agrees that the Company may sub-contract elements of the provision of the Service to any other third party (for example to data hosting and storage providers). The Company shall only be liable to a User for any loss, costs, damages, charges or expenses however arising out of or in connection with any sub-contracted elements of the Service to the extent that the Company is able to recover the same from the relevant third party sub-contractor.
14) Force Majeure
15) Special Admonitions for International Use
As a consequence of the global nature of the Internet, Users agree to comply with all local rules and laws regarding user conduct on the Internet and acceptable content. Specifically, Users agree to comply with all applicable laws regarding obscene and indecent content and communications and those regarding the transmission of technical data exported from the United States or the country in which the User resides.
The User agrees that the Company (and any third party authorised by the Company) may disclose the fact that the User is a customer for publicity and marketing purposes and may reasonably use any and all logos, trademarks and other identifying marks of the User as part of such purposes. Users may not make any publicity announcements referencing or alluding to the Company without the Company’s prior written consent.