GENERAL TERMS AND CONDITIONS OF SERVICE

1. Preamble

VostokInc, a joint-stock company (“société par actions simplifiée”) with registered address located at 66 Avenue des Champs Élysées – 75008 Paris and registered before the Company House of Paris under number 843 352 683 ("VostokInc" or the "Provider") has developed an online solution available at https://app.scrapingbee.com and/or at any other address, application, or location designated by VostokInc (the "API" or “ScrapingBee”) providing web scraping services (the "Services").

The present terms and conditions of service (the "General Conditions") govern the contractual relationship between VostokInc and any natural person aged at least 18 years old with full and complete legal capacity acting in the scope of their professional activity or being the legal representative of a legal entity empowered to enter into legally binding commitments which access the Services only for their professional activities whatever the conditions from whichever terminal, nature, and extent of the subscription to the Services (hereinafter the “User”). User acknowledges and accepts that Services are dedicated to professional activities and as such consumer law is not intended to be applicable. The General Conditions, the Data Processing Agreement, the AUP, and their exhibits form altogether the “Agreement”.

2. Purpose and Acceptance

The General Conditions govern the access, consultation, browsing, and more generally the use of the Services. The applicable General Conditions are those in force when the User creates an Account and/or when they subscribe to the Services. The use, registration, subscription, or payment entails the User’s full and complete acceptance of the General Conditions in force. Any User who does not wish to adhere to and comply with the applicable General Conditions must refrain from using the Services in any way and if applicable, close their Account.

If you created an account prior to July 15th 2024, the changes to this Agreement are effective as of August 15, 2024.

VostokInc may modify the Services and the Agreement at any time as provided herein. Consequently, the User undertakes to regularly consult the Agreement to be aware of any changes that may be made, being specified that any material modification of the Agreement will be notified to the User. By continuing to access or use the Services after those revisions become effective, the User will be bound by the revised Agreement.

The Agreement prevails over any other document such as User's general terms and conditions of purchase, advertising, or marketing material. By accepting the General Conditions, the User acknowledges that they have been able to obtain all necessary information from VostokInc in order to ensure that the Services comply with their own needs.

3. Description of the Services

The Agreement defines the terms and conditions governing the use of the Services namely:

(i) Access to and the right to use the API including the hosting of the User's data generated by the Services (the "User’s Data") during the term of the Agreement. (ii) Create web scraping configurations using ScrapingBee developed and owned by VostokInc. (iii) Access and use web scraping configurations developed by other Users. (iv) Any other service provided by the Provider such as training, animation, content production, and specific development ("Professional Services") is subject to a specific purchase order or particular conditions (“Purchase Order”).

The “Plug and Play” functionality provides the ability to connect the configurations to any existing infrastructure and database to parse data on the fly and to adapt the output data to the User’s existing database structure.

Where creating their own configurations, the User may choose the degree of complexity of their configurations by creating their configurations with basic knowledge of HTML/CSS language or inject JS code to customize bot behavior in “Advanced Mode”. VostokInc provides help for the Users to create their own configuration through the Documentation, blog, ticketing service, and onboarding videos.

As part of the Services, the User has access to a no-code interface.

VostokInc may modify at any time the layout, presentation, and graphic design of its Services and API.

4. Requirements and Access to Services

Access to and use of the Services and in particular the API is via the Internet. They require a minimum hardware configuration of the User's information system described on the Provider's website and which may be updated by the Provider (the "Technical Requirements"). The User is solely responsible for the proper functioning of its information system and the Internet connection which allows them to connect with the API.

To access the Services, each User must create an Account beforehand, including compulsory information such as their name, contact details, valid email address, etc., which must be accurate and complete at all times (the “Account”). Billing information is not required to create an account and for the Free Trial as defined below but are mandatory to subscribe to a Subscription and to order API Credits.

The User may also identify via a "single sign on" process consisting of the login and password used by the Users when logging into their session/user account within the User's computer system. Failing this, the User will log in via an account consisting of a login and a password communicated by the Provider. When creating his/her Account, the User will subscribe to a Subscription or will be invited to use the Services as part of another User’s Subscription as follows:

• The “Subscriber User” subscribes to a paid Subscription and is responsible for its payment and for all Users accessing and using the Services as part of this Subscription.
• The User without a Subscription (the “Subsidiary User”) is invited and appointed by a Subscriber User directly or by the intermediary of another User acting on their behalf to access all or part of the Services within the Subscription purchased by the Subscriber User and where applicable may be granted administrative rights on the Subscription (payments, operations relating to invoicing, invitation of other Users, etc.) depending on the rights granted by the Subscriber User.

The Subscriber User as the person responsible for the Subscription to the Services may invite other Users to access the Services as part of their Subscription according to the rights they grant. As such, the Subscriber User acknowledges and agrees that all the Subsidiary Users shall read, accept, and comply with the Agreement in its entirety. In any case, the Subscriber User warrants and guarantees that Subsidiary Users comply with the Agreement as part of a “porte fort” commitment.

When the User declares that he/she will use the Services in the name and on behalf of a company, the User undertakes to provide a valid VAT number to access the Services. VostokInc may suspend and/or terminate the Account in the event of suspected fraud.

VostokInc may refuse the registration of an Account or Subscription of any User who may have caused troubles in the past in relation to invoice payments or whose behavior may have breached the Agreement, the AUP, or any applicable legislation.

Except during the Free Trial as defined hereinafter, Services are provided in consideration of a Fee.

The User warrants to keep their login and password secret, prevent any third party's access, and ensure their confidentiality, which the User is committed to doing within the meaning of Article 1204 of the French Civil Code. As mentioned above, the Subscriber User is responsible for its Subsidiaries Users. The Provider may suspend or limit the rights and the validity of the login if it is informed or suspects a breach of the obligation under this article or any other security obligation by the User.

5. Availability of the Services

The Services are available online and require Users to have by their own means an adequate, up-to-date, and compatible computerised equipment and internet access. Users shall bear the costs of such equipment.

Subject to potential technical or material constraints, VostokInc offers the Services 24 hours a day, 7 days a week. Users are informed that VostokInc may interrupt direct or indirect access to the Services for technical or editorial reasons (such as maintenance, updating, etc.) if necessary, without prior notice or information to Users. In any case, VostokInc will endeavor to inform Users in due time, subject to any technical and/or security requirements.

The proper functioning of the Services does not depend entirely on VostokInc. As such, VostokInc cannot be bound by any obligation, whether best-efforts or result-driven, as to the availability, continuity, extent, quality, relevance, and accuracy. Services depend on (i) the Users’ configurations made available to other Users within the Services and/or (ii) the targeted websites, APIs, applications, databases, and other sources.

6. Conditions of Use of the Services

All Users undertake to comply with all applicable legislation and the Agreement. To this end, when Users use the Services, including when Users upload, import, or create web scraping configurations on the API, Users shall not (non-limitative list):

• Use the Services or any element thereof in a commercial manner.
• Disseminate data, information, or content that is false, incorrect, misleading, defamatory, or offensive.
• Breach applicable legislation, in particular relating to intellectual property rights, notably by publishing infringing content or creating, uploading, importing web scraping configurations to infringe intellectual property rights, personality rights, image rights, or more generally by engaging in unfair or disloyal practices to the prejudice of Users, VostokInc, or third-parties.
• Breach the terms and conditions of use of third-party websites, platforms, applications, databases, and other sources or using the Services in order to do so.
• Use the Services in order to send in any form whatsoever unsolicited advertising or promotional content.
• Copy, modify, or distribute configurations or any data, content, or information from VostokInc, from the Services, or from other Users free of charge or in consideration of a payment without the consent of VostokInc or the concerned User, particularly under circumstances which may suggest a partnership with VostokInc.
• Steal the identity of a User or of VostokInc, attempting to mislead Users by stealing an identity, a corporate name, trade name, or by damaging the image or reputation of others by posing as a third party or a person affiliated with VostokInc.
• Collect by any means information about Users without their consent.
• Hack or engage or use the Services in order to do so in any act of fraudulent collection of personal data.
• Spread viruses, malware, or other devices likely to harm VostokInc or Users of the Services or using the Services to do so.
• Interfere or attempt to interfere with the operation and/or accessibility of the Services or any other service and/or content accessible on the Internet.
• Perform or attempt to perform reverse engineering of the technologies used by VostokInc to provide the Services (except as provided hereinafter in Article Intellectual Property).
• Perform or attempt to perform a fingerprint of the configurations.

Notwithstanding the above, User shall use the Services in accordance with the acceptable use policy (the “Acceptable Use Policy” or “AUP”) as may be amended from time to time and not use the Services for the purpose of participating in any of the above activities. It is a material condition.

The User shall read the terms and conditions and privacy policies of the targeted websites, platforms, applications, databases, and other sources. Websites may expressly prohibit scraping; it is therefore User’s responsibility to check such potential prohibition for each website prior to scraping such websites with the Services. In case of doubt whether such websites allow scraping, user undertakes to obtain the Provider’s prior authorization.

In the event that a User does not comply with any of the provisions referred to above, VostokInc may suspend or remove a User’s access to the Services and/or any Account connected to the same Subscription and claim appropriate compensation.

The Services are limited to an individual use by the User as part of their professional activities. Use of the API or the Services for personal purposes is strictly forbidden. Users undertake not to exploit or communicate to third parties any configuration developed by others or any other element issued from their use of the Services except when expressly authorized.

Each User is responsible for their behavior, and the Subscriber User acknowledges that their responsibility may be triggered for any act or behavior of a Subsidiary User to whom they have granted access to the Services.

7. Evolution of the Service

The Provider undertakes to provide the User with access to updates and new versions of the API at no extra cost, it being understood that access to certain features or new modules that may be developed and/or offered by the Provider in the future may give rise to the payment of additional fees by the User.

8. Prices – Fees – Payment Terms

Following the opening of their Account, if applicable following a Free Trial, Users will be invited to choose among several types of Subscriptions granting different features as detailed on VostokInc’s website and based on the intended volume of use.

a. Free Trial

Following the opening of an Account, VostokInc may at its sole discretion offer a Subscription with a free trial (“Free Trial”) for a limited period of time and a maximum volume of use of the Services allowed (“API Credits”).

At the end of the Free Trial period, the User will be notified by email and will be free to take out a Subscription. If User wishes to continue to use the Services, User will be required to enter its billing information to sign up for the type of Subscription selected based on the intended volume of API Credits as defined hereinafter.

At any time and without notice, VostokInc may (i) modify the terms and conditions of the Free Trial offer or (ii) cancel such Free Trial offer.

It's strictly forbidden to create multiple Accounts to circumvent limitations induced by the Free Trial. It is a material condition.

b. Subscription

Access to the Services, including API Credits, is billed on a subscription basis (“Subscription(s)”). User will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing Cycles are set either on a monthly or annual basis depending on the type of subscription plan selected when purchasing a Subscription. API Credits are valid for the current Billing Cycle; leftovers are not shifted to the next Billing Cycle.

Each Billing Cycle ends at the earlier of (i) the end of the initially agreed period or (ii) when the API Credits are fully used. At the end of each Billing Cycle, Subscription will be automatically renewed under the same conditions except regarding the Fees rate, which may evolve as described hereinafter unless the User terminates it before renewal or VostokInc terminates it. User may terminate its Subscription renewal either through its online account management page or by contacting VostokInc customer support team. In any case, the termination must be communicated before the beginning of the next Billing Cycle.

It's strictly forbidden to create multiple paid accounts to circumvent limitations and quotas of paid Subscriptions. It is a material condition.

c. Pricing Conditions

The fees owed by the User for the provision of the Services, including the API Credits (the “Fee”) rates, and other pricing terms applicable by the Provider are specified on VostokInc’s website at the following address: https://www.scrapingbee.com/#pricing .

The applicable Fees are those indicated on the day User fills its Subscription or renews it. Fees are fixed within the conditions mentioned hereinabove and are subject to change by VostokInc.

VostokInc, in its sole discretion and at any time, may modify the Fees. Any Fee change will become effective at the end of the then-current Billing Cycle.

VostokInc will notify the User reasonably prior to any change in applicable Fees to provide the User an opportunity to terminate its Subscription before such change becomes effective.

In any case, the new Fees will apply to the next Billing Cycle following their entry into force. The continued use of the Services after the new Fees enter into force will be considered as User’s agreement to pay the new Fees.

Any Fees indicated are expressed in US DOLLARS and are exclusive of taxes of any kind and fees. Any expenses that the Provider may incur in connection with the performance of the present Agreement shall be invoiced to the User at actual cost.

In the absence of special payment terms provided for in the Purchase Order, invoices sent by the Provider shall be paid within thirty (30) days following the date of the invoice. Any amount paid under the Agreement is non-refundable.

d. Payment Terms

Provider will invoice the Services in advance on a recurring and periodic basis each month or each year depending on the Billing Cycle and type of Subscription taken (based on the intended range of use) independently of actual use of the Services.

Payment management is handled by Stripe and billed by ChargeBee, third-party providers of VostokInc. Users are advised to read their terms of use and privacy policy which are available on their websites https://stripe.com and https://www.chargebee.com .

A valid payment method, including credit card, is required to process the payment for Subscription. User shall provide VostokInc with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, User automatically authorizes VostokInc to charge all Subscription Fees incurred through the Account to any such payment instruments.

The User undertakes to provide VostokInc with all information necessary for invoicing. The User (or any other User delegated by them and/or acting on their behalf) shall proceed to the payment in accordance with applicable payment terms.

Should automatic billing fail to occur for any reason, VostokInc will issue an electronic invoice indicating that User must proceed manually within a certain deadline date to the full payment corresponding to the billing period as indicated on the invoice.

The User acknowledges that delay or failure to pay shall prevent accessibility and the normal and complete use of the Services.

In the event of late payment, the Provider shall be entitled to claim the payment of late payment penalties at the rate of the ECB plus 10 percentage points as well as a flat recovery fee for recovery costs of €40 and the actual costs in case of recovery fees incurred higher than this flat recovery fee. Without prejudice to a possible action for damages, if within fifteen (15) days following the issuance of a reminder, the User has not paid the sums due, the Provider may suspend or limit access to the Services of the Users without its liability being engaged after implementation of the following escalation procedure and in the event of its failure: (i) the Provider shall send a reminder by registered letter with acknowledgment of receipt requesting payment within 10 days and at the end of this period in the event of non-payment (ii) a meeting to discuss the reasons for the non-payment and the suspension of access to the Services by the Provider if the delay in payment persists for 10 days following the meeting and (iii) failing for User to pay pursuant to these reminders suspension of access to the Services. In the event of early termination of the Agreement, all amounts due by the User under the Purchase Orders, including the Fees for the entire agreed term, will be invoiced and will be immediately due and payable.

9. Term and Termination

Except as stated otherwise in a Purchase Order, the Agreement shall come into force following the opening of the Account. Users will be invited to choose among several types of Subscriptions based on the intended volume of use.

VostokInc may suspend or terminate a Subscription at any time in the event of a breach of the provisions of this Agreement such as (i) noncompliance with the conditions of access and use of the Services by the User; (ii) infringement of VostokInc’s intellectual property rights; (iii) breach of warranties and Technical Requirements (iv) breach of confidentiality obligations, applicable legislation or without being limitative, the AUP. In the event of termination by VostokInc, VostokInc will make reasonable efforts for prior notification to the User. Such suspension or termination is without compensation or right to reimbursement and without prejudice to claim any damages.

The closing of an Account will automatically result in the immediate termination of the current Subscription and the sending of a closing invoice. Any leftovers API Credits will be definitively lost. Upon termination of the Agreement, the User will immediately stop accessing and using the Services and will delete all information, including the Provider's Confidential Information.

The Parties agree that the following provisions will survive the Agreement’s termination for any reason: Warranty, Liability, Insurance, Intellectual Property Rights, Confidentiality. The Parties expressly exclude the application of Articles 1221 to 1223 of the French Civil Code which allow in particular the judge to decrease the financial commitments or obligations of the Parties in case of a breach of their own obligations. Users acknowledge and accept that the termination of the Agreement implies the permanent deletion of all data, settings, and information saved therein which may not give rise to any financial or other compensatory claim.

10. Warranty

Provider warrants that the Services will comply with the documentation provided by Provider to describe the Services (the "Documentation"). User acknowledges that the Provider cannot warrant that the Services will meet any particular need or achieve any objectives set by the User unless expressly accepted in writing by the Provider. The Provider cannot guarantee that the Services will work without any interruption, will be error or virus free.

In the event of non-compliance of the Services with the Documentation identified by the User and notified to the Provider within three (3) days after it is made available to User, the Provider undertakes to use its best efforts to correct the options and may, if such nonconformities cannot be corrected within fifteen (15) days of their notification, refund to the User the Fees already paid on a pro rata basis according to the time elapsed or, in the event that the User refuses to be refunded, to justify the reason for the refusal in writing to the User.

User represents and warrants that it uses the Services, the web scraping operations performed, User’s Data, and the use of User’s Data complies with (i) any applicable laws, rules, or regulations of any jurisdictions regarding the use of the Services (ii) the Documentation, the terms of the Agreement, and in particular the AUP. User is solely responsible that web scraping operations performed using a configuration created or provided as part of the Services are duly authorized by the applicable terms and conditions of the targeted databases, websites, or other sources.

User represents and warrants to the Provider that it has given all notices to concerned persons or entities and obtained all required rights, consents, assignments, licenses, permissions, and authorizations necessary for extraction operations.

Consequently, User undertakes to fully indemnify and hold the Provider, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. all relevant partner(s), licensors, licensees, consultants, and contractors) (“Indemnified Person(s)”) harmless from any third-party claim, demand, suit, liability, loss, conviction, costs (in particular for advice and proceedings or agreed in settlement by the User) and incidental expenses that may be incurred by the Indemnified Persons as a result of a breach or any activities other than in accordance with this provision or resulting from User’s use of the Services and the API.

User acknowledges that the Provider only provides the Services and shall not under no circumstances be held liable as to the lawfulness of the User’s use of the Services including the web scraping operations performed and the use of the data scraped.

User is informed that web scraping configurations might be found available on other websites than Provider’s websites. These configurations are developed and uploaded by other Users. The Provider has no control over such configurations. The continuous availability, accuracy, and precision of these configurations do not pertain to the choice or responsibility of the Provider. Therefore, the Provider grants no warranty in relation to the continuous availability, accuracy, or reliability of the web scraping configurations provided by other Users.

The Services are also dependent on the availability of third-party systems such as VostokInc’s service providers for which VostokInc makes no warranty as to continued availability, accuracy, or reliability.

The Provider does not grant any warranty with regard to the ability of the Services and its features and information to meet the expectations of the User’s professional or commercial activities.

The Provider does not grant any guarantee with regard to any decision made in reliance on the Services and the features and information provided. Any use of the Services in a professional or commercial framework shall remain under the exclusive responsibility of the User. As such, the User may use cookies with the Services under its sole and exclusive responsibility.

11. Liability

The Provider's liability is limited to direct damages to the exclusion of any indirect, incidental, special, consequential, or punitive damages, damages of any nature whatsoever, such as in particular any loss of opportunity, results, operations, or profits, data use, goodwill or other intangible losses, damage to image or reputation resulting from (i) access to or use of or inability to access or use the Services by the User; (ii) any conduct or content of any third party on the Services; (iii) any content obtained from the Services; and (iv) unauthorized access, use, or alteration of User’s transmissions or content, whether based on warranty, contract, tort (including negligence), or any other legal theory, whether or not Provider has been informed of the possibility of such damage and even if a remedy set forth herein is found to have failed of its essential purpose.

Provider’s liability can only be triggered: (i) in the event of proven fault or negligence (its commitments being made under an obligation of means) or (ii) for any damage suffered by the User or by a third party resulting directly or indirectly from non-compliance by the User or a third party with any of their obligations, non-compliant use of the Services, use for purposes other than those known, negligence.

In any case (including in the event of a third-party claim and for all kinds of damages whatsoever) the total amount of the compensation due by Provider cannot exceed 50% of the total amount of the Fees effectively received by Provider during the six (6) months prior to the event that led to the claim.

The Parties acknowledge that the above limitations of liability do not deprive each Party of its material obligation, that they are consistent with the issues at stake in the Agreement, and that they have been discussed in good faith.

In any event, VostokInc shall not be held liable in the following cases (i) in the event of errors or omissions that are involuntary or which originate from configurations uploaded by other Users or from imported third-party configurations (ii) in the event of temporary or permanent unavailability, interruptions, or slowdown of content including configurations which originate from other Users or from imported third-party configurations for any reason whatsoever (iii) in the event of temporary or permanent unavailability of the API caused by a failure of third-party systems (iv) in the event of removal of features from the API for any reason whatsoever and more generally (v) in the event of a User’s non-compliance with the Agreement.

Provider is not obliged to verify or control the use, the website, API, or Services, and the Provider shall not be liable for the manner of such use. Provider shall not be liable for the outcomes of activities for which the User uses the website, API, or Services.

Provided that a third-party service or product is established on the API or on any of its features, Provider shall not be liable for such a service or product, their functioning or manner, and consequences of their usage. Provider shall not be liable for any unlawful actions in connection with the usage of the website, API, or Services with respect to third parties (e.g. breach of intellectual property rights, rights to the name or company name, unfair competition, breach of terms of websites or applications and programs of third parties).

In accordance with Article 2254 of the French Civil Code, the Provider's liability under the Agreement will be time-barred one (1) year from the date of the harmful event.

12. Insurance

Each Party represents and warrants that they have subscribed to an insurance policy with a reputable insurance company for the consequences of their professional liability due to any damage resulting from the breach of their obligations herein and more generally from their activities. Each Party commits to maintaining this policy in force during the Agreement’s term and be able to justify it to the other Party upon request.

13. Collaboration

The Parties agree to closely collaborate with loyalty for the efficiency of their relationship.

The Parties shall prohibit themselves from any disparagement and from harming in any way whatsoever the image of the other Party.

14. Hyperlinks

Hyperlinks may be accessible on the Services and may redirect Users to other websites or other Internet sources which are not owned or controlled by VostokInc. Users acknowledge that VostokInc cannot be held liable for the content, advertisements, products, services, or other material available on or from these websites or external sources.

Moreover, Users acknowledge VostokInc cannot be held:

• Liable for any loss or damage in connection with the use of content, goods, or services available on these sites or external sources;
• Responsible if the content of such websites violates applicable legislation or regulations.

Any error or illegal content from such websites must be reported to VostokInc by any means.

Any sharing of a medium, material authorized by VostokInc from the Services incorporating data elements of the Services or from VostokInc shall systematically include a link to VostokInc. In all other cases, any hyperlinks directing to all or part of the Services is subject to the prior written consent of VostokInc which may be withdrawn at any time without justification.

15. Intellectual Property

The Provider has all the rights necessary to commercially exploit the API’s elements, being understood that where applicable any element under an "Open Source" license or developed by a third party is subject to the open-source or third-party license applicable to it. The Agreement does not entail any assignment of intellectual property rights to the User.

Upon full payment of the Fees, the Provider grants the User for the duration of the Agreement a right of access and use of the API on a personal, non-assignable, non-transferable, and non-exclusive basis according to the selected option and the conditions specified during the Subscription. Right of use means the right to represent and use the API in accordance with its objectives and the Agreement.

The User shall not breach the Provider's intellectual property rights and acknowledges that the Agreement does not grant them, their employer, or their group any ownership rights to the API but only the right to access and use it in accordance with the terms of the Agreement. Except in the cases expressly authorized by law, the User is strictly prohibited from any other use, in particular, any rental, adaptation, modification, translation, arrangement, distribution, decompilation, or making the API available to a third party, without this list being exhaustive. The User may only perform such operations (i) when authorized by law and provided that (ii) the User has previously requested the information sought from VostokInc and (iii) VostokInc has been unable to make such information available.

Provider may limit, delete, or suspend the Services if Provider has reasons to suspect a breach of the obligations stated in this Article by the User.

16. User’s Data

By submitting User’s Data to the API, User grants, represents, and warrants that User has all rights necessary to grant all rights and licenses to the User Data required for the Provider and its subcontractors and service providers to provide the Services. The Provider shall have no right to sublicense or resell User Data except User agrees that the Provider may collect, analyze, and use data derived from User Data, which may include Personal Data and/or information collected from or about an individual but which does not identify the individual personally, as well as data about User and other Users’ access and use of the Services for purposes of operating, analyzing, improving, or marketing the Services and any related services. If the Provider shares or publicly discloses information (e.g. in marketing materials or in application development) that is derived from User Data, such data will be aggregated or anonymized to reasonably avoid identification of a specific individual or the User. As such, the Provider may: (a) track the number of users on an anonymized aggregate basis as part of Provider’s marketing efforts to publicize the total number of Users of the Service; (b) analyze aggregated usage patterns for product development efforts; or (c) use anonymous data derived from User Data in a form which may not reasonably identify either a particular individual or the User to develop further analytic frameworks and application tools. Provider will have the right both during and after the term of the Agreement to use, store, transmit, distribute, modify, copy, display, sublicense and create derivative works of anonymized aggregated data.

The Provider will not be responsible for any backup, recovery, or other steps required to ensure that User Data is recoverable in the case of data loss. User is solely responsible for backing up its User Data on a regular basis and taking appropriate steps to safeguard and ensure the integrity of its User Data.

User owns all rights, title, and interest (including all intellectual property rights) in and to its User Data.

17. Subcontracting – Transfer and Assignment

User shall not transfer the Agreement and/or any right and obligation resulting from it to a third party by any means and for any purposes unless it has obtained the Provider’s prior written agreement, including in the case of direct or indirect change of control as defined in article L.233-3 of the French Commercial Code.

User acknowledges and agrees that the Provider uses subcontractors to enable it to satisfy some of its obligations hereunder, in particular by using a hosting provider and a ticketing system for maintenance, the list of which as of the date of signature hereof is provided in Exhibit 2 of the DPA and additional information may be obtained on written request.

The Provider may at any time and without justification change, add or suppress a subcontractor without prior consent from the User. User shall regularly consult this list.

The User expressly authorizes the Provider to assign the Agreement or any right or obligation arising therefrom to a subsidiary or to any company or legal entity, in particular in the context of a merger, assignment, transfer/assignment of a business or partial contribution of assets, with the exception of any entity that is a direct competitor of the User or with which the User is in dispute.

18. Personal Data

Each of the Parties mutually undertakes to comply with the regulations in force with regard to personal data. For the purposes of this article, the terms "Personal Data", "Processing", "Data Controller", and "Processor" have the meaning given to them by the European Data Protection Regulation (RGPD), the French “Loi Informatique et Libertés” No. 78-17 of January 6, 1978 in its updated version, and any recommendation of the CNIL.

The Personal Data relating to Users and to their use of the Services is processed by VostokInc acting as data controller in accordance with the terms of the data processing agreement (the “Data Processing Agreement” or “DPA”). By using the API, each User accepts the terms of the Data Processing Agreement.

The data collected by VostokInc include, on the one hand, the data that the User provides and, on the other hand, the information that is collected in an automated way. The creation of an Account results in the communication of Personal Data to VostokInc by Users. Users are informed that the refusal to disclose information labelled as mandatory during the registration process will prevent the creation of the Account and the use of certain features.

The User acts as Data Controller and as such, in accordance with its instructions, the Provider acts as a Processor in charge of the Services and is required to process Personal Data on behalf of the User. The Provider undertakes to process the Personal Data entrusted by the User in accordance with documented instructions and the provisions of the Data Processing Agreement without reservation.

In accordance with applicable legislation on Data Protection, all Users have a right to access, rectify and erase their Personal Data held by VostokInc that may be exercised in writing at the following address: VostocInc, 66 avenue des Champs-Elysées, 75008 Paris (France) or to contact@scrapingbee.com .

19. Confidentiality

Each of the Parties shall do its best efforts to maintain the confidentiality of all information of any nature of the other Party of which it has become aware, which it has obtained or to which it has access in any form whatsoever in connection with the negotiation and/or performance of the Agreement, whether or not identified as confidential (the "Confidential Information").

The Parties shall use and communicate Confidential Information only for the purposes strictly necessary for the proper performance of the Agreement and shall ensure that their partners, including any subcontractors, comply with this obligation of confidentiality, which the Parties undertake to do within the meaning of Article 1204 of the French Civil Code.

The obligations stated in this Article do not apply to Confidential Information which (i) was already known by the Provider prior to the date of signing the Agreement; (ii) was in the public domain when communicated; (iii) has been communicated or may be communicated to a Party by a third person without breach of a confidentiality obligation; (iv) are available for the public by publication or any other communication means except where such disclosure results from a breach of this obligation of confidentiality; or (v) is required to be disclosed by law or an administrative or judicial decision.

Notwithstanding the provision of this article, the User is informed that the Provider may disclose all the information it has that would be legitimately required by or with authorization of a judicial or administrative authority without Provider being liable for such disclosure.

This obligation of confidentiality applies for the entire duration of the Agreement and for five (5) years after termination of the Agreement (except for Personal Data with a longer or shorter retention period) for any reason whatsoever.

20. Miscellaneous

Promotion - Commercial Reference

The Provider is expressly authorized by the User to use and/or reproduce its identification elements (e.g. logo, trademarks) and/or of the group to which it belongs as a commercial reference on any medium or on any occasion for marketing, commercial or advertising purposes. For any other communication (e.g. press release), the communication project will be submitted prior to its diffusion to the User's written agreement.

Economic Dependency

Should the User derive a profit from the Services such that it becomes essential to the smooth running of User’s business or that it generates a situation of economic dependency towards VostokInc, User should inform the Provider without delay regarding Articles L420-1 and following of the French Commercial Code.

Force Majeure

Neither of the Parties may be considered in breach under the Agreement if the performance of its obligations in whole or in part is delayed or prevented as a result of a situation of force majeure as defined in Article 1218 of the French Civil Code, being specified that a temporary impediment caused by a situation of force majeure is an impediment that lasts for a period of thirty (30) days from the occurrence of the event causing the force majeure. Beyond this period of thirty (30) days, the impediment being definitive within the meaning of Article 1218 of the Civil Code, the Agreement may be automatically terminated.

Entire Agreement

The Agreement constitutes the entire agreement between the Parties. It supersedes all prior negotiations, statements, representations, or agreements, whether written or oral, relating to its subject matter between the Parties. In the event of any contradiction between documents, it is expressly agreed between the Parties that the specific provisions and Purchase Orders shall prevail over the general provisions. In the event of several versions of the same document, only the latest version expressly accepted by the Parties will have contractual value.

Updated

The Provider may at any time and at its sole discretion modify the Agreement after prior notice to the User by e-mail. User’s continued use of the API and Services following any such modification will constitute an acceptance of the modified Agreement.

Nullity

The nullity, unenforceability, or more generally the lack of effect of any of the provisions of the Agreement shall not affect the remainder of the Agreement and the Agreement shall be performed as if such provision had never existed, provided however that this shall not compromise the existence or balance of the Agreement and that the provision in question has not been a determining condition of a Party's consent. In addition, the Parties agree to replace to the extent possible any ineffective stipulation with a valid stipulation having the same effect and reflecting as much as possible their initial will.

No Waiver

Except as otherwise provided herein, the failure of a Party to enforce any provision of the Agreement shall not constitute a waiver of the benefit of such provision.

Non-employment

The User shall not poach or hire the Provider's employees throughout the term of the Agreement unless expressly agreed by the Parties. In the event of failure by the User to comply with this obligation, the User agrees to pay the Provider a penalty equivalent to the total amount of the twelve (12) months of the last gross salary of the person(s) concerned.

Applicable Law and Jurisdiction

The Agreement is subject to French law. All disputes to which it may give rise or which may be the result or consequence thereof shall be subject, in the absence of an amicable agreement between the Parties materialized by the signature of a protocol of agreement within thirty (30) days following the notification by one of the Parties of the dispute describing the dispute and referring to this provision, to the exclusive jurisdiction of the Courts of PARIS. Only the computer registers containing the record of exchanges between the parties held by the Provider or its technical partners and kept in conditions that guarantee their integrity shall be considered valid between the parties.