Terms of Service
These Terms of Service (“Terms”) constitute an agreement between Zyte and you or the entity that you represent (“Customer”, “you”, “your”, and together with Zyte, the “Parties” and each a “Party”). If you are accessing or using the Services on behalf of a company, organization, or other entity, you are agreeing to these Terms on its behalf and you represent that you have the authority to bind it to these Terms.
These Terms, together with our Acceptable Use Policy, Privacy Policy and Data Processing Agreement (each of which is incorporated into these Terms by reference), govern your access to and use of our Services. By accessing or using the Services, you represent that you have read, understood and agree to be bound by these Terms. If you do not agree to these Terms, you may not use the Services.
DEFINITIONS
Account means an account created by you or on your behalf (by an Agent or otherwise) to access the Services.
Affiliate means, with respect to a Party, any entity that controls, is controlled by, or is under common control of such Party, where control means the direct or indirect power to direct an entity’s management and policies through voting securities, contract or otherwise.
Agent means an individual you authorize to use the Services as your agent and/or administrator as identified through a unique Account.
Agreement means these Terms, the Acceptable Use Policy, Privacy Policy, Data Processing Agreement, and any statements of work, order forms, invoices, or other agreements between you and Zyte relating to your subscription to a Service.
Data Protection Law means all legislation and regulations relating to the protection of personal data, including (without limitation), the Data Protection Acts 1988-2018, as amended, revised, modified or replaced from time to time; the General Data Protection Regulation (Regulation (EU) 2016/679); and all other statutory instruments, industry guidelines (whether statutory or non-statutory) or codes of practice or guidance issued by a relevant Data Protection Commissioner or other applicable regulator relating to the processing of personal data or privacy or any amendments and re-enactments thereof.
Data Services means the services provided by Zyte to collect, extract, process, and/or deliver Data Feeds, and any other services performed by Zyte in connection with the provision of Data Feeds or otherwise set out in a Data Services Agreement.
Data Feeds means data from a specified website or source provided to you as part of Data Services or Technical Services.
Enterprise Customer means a customer whose subscription to the Services is set out in a separately executed Statement of Work, Order Form or written agreement with Zyte that references these Terms.
Personal Data means personal data as defined under the applicable Data Protection Law.
Platform or Platform Services means Software provided to you by Zyte which you sign up to online through the Site’s self-service sign-up functionality.
Platform Customer means a customer who uses Platform Services.
Site means www.zyte.com, as well as any other websites that Zyte operates.
Service or Services meansthe services provided to you by Zyte, including Software Services, Data Services, Technical Services or any other services set out in your Agreement(s).
Service Data means data extracted from any website by you or your Agents through Software or otherwise through the, including Screenshots and any data otherwise received through your use of Software Services.
Software or Software Services means Zyte API, Zyte Automatic Extraction API, Scrapy Cloud, Zyte Smart Proxy Manager, the Zyte online platform and/or any other software, web-based applications, tools or platforms provided to you by Zyte, the documentation for which can be found at https://docs.zyte.com.
Sub-processor means sub-processor as defined under the applicable Data Protection Law.
Technical Services means custom managed data services provided through the Zyte team, including crawl engineers, data scientists, QA engineers, and project managers.
Zyte means Zyte Group Limited, an Irish limited company with the registered company number 492771, its subsidiaries, Affiliates, successors, or assignees. Zyte may also be referred to in these Terms as “we”, “our” or “us”.
SERVICES
Overview
Zyte shall provide you with the Services according to your Agreement(s) with Zyte.
Sections 2.2, 2.3, and 2.4 below contain terms which are specific to each of our Services and shall apply to your access to or use of that specific Service. Unless otherwise specified, the remainder of these Terms shall apply to all access to or use of the Services.
You may access and use our Services only in compliance with these Terms and our Acceptable Use Policy.
Software Services
Zyte shall provide you with access to Software in accordance with these Terms and your Software Services Agreement.
The Software may be accessed through an Account created by you or your Agent.
If you access the Software through the self-service functionality on the Site, the Services provided to you shall be considered Platform Services, and you shall be referred to as a Platform Customer.
License Zyte grants you a limited, revocable, non-exclusive, non-transferable, and non-assignable license to access the Software in accordance with these Terms, the Acceptable Use Policy, and your Agreement(s). The Software is licensed, not sold, and Zyte retains and reserves all rights not expressly granted in these Terms. You expressly acknowledge that Zyte retains all worldwide rights, title, and interest in and to the Software, including all rights in patents, trademarks, trade names, copyrights, trade secrets, know-how, data (including all applications therefor), and all proprietary rights under the laws of any jurisdiction. You agree not to do anything inconsistent with such ownership, including without limitation, challenging the validity of the licenses granted herein.
Account Activity and Security You are responsible for compliance with the provisions of these Terms, the Acceptable Use Policy, and any other Agreement(s) for all activity that occurs under your Account. You agree and acknowledge that each Agent will be identified by an individual Account with a unique username and password and that such Accounts may only be used by one (1) individual. You represent that all information you provide when creating your Account(s) is true and accurate. You and your Agents are responsible for maintaining the confidentiality of all Account login credentials. Your Account login credentials should not be shared with third parties. Zyte shall not be liable for any loss due to unauthorized use of your Account or login credentials. Further, you shall: (i) notify Zyte immediately of any unauthorized use of your Account(s) or any other known or suspected breach of security; (ii) report to Zyte immediately and use best efforts to immediately stop any copying or distribution of Service Data or other content or infringement of Zyte technology that is known or suspected by you or your Agents; and (iii) not impersonate another Zyte user or provide false identity information to gain access to or use the Software or Services.
Suspension We may, in our reasonable discretion, temporarily or permanently suspend your access to and use of the Services: (i) during planned upgrades and maintenance to the Services, of which we will use commercially reasonable efforts to notify you in advance through the Site and/or a notice to your Account owner and Agent(s); (ii) during any unavailability caused by circumstances beyond our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond our reasonable control (including, without limitation, inability to access the internet), or acts undertaken by third parties, including without limitation, distributed denial of service attacks; (iii) if we suspect or detect any malicious software connected to your Account or misuse of the Services and/or Service Data by you or your Agents; (iv) if we, in our sole discretion, determine that you have breached the terms of your targeted data source; or (v) if you breach these Terms, the Acceptable Use Policy or any other Agreement, fail to make any applicable payments for your Service, create multiple accounts to use a free trial, or otherwise attempt to avoid incurring fees through the manipulation of your subscription or Account.
Data Services
Zyte shall deliver Data Feeds in accordance with these Terms and your Data Services Agreement.
Unless otherwise stated in your Data Services Agreement, we will use commercially reasonable efforts to optimize data coverage, including implementing mechanisms to minimize technical limitations (such as hard pagination limits) where possible. We shall extract target data points in a structured format using rule-and-pattern-based text processing, without advanced text processing steps such as natural language processing. Your Data Services Agreement is only valid on the assumption that the relevant data sources do not require any login or authentication.
Upon receiving sample data or any request from Zyte for feedback or information, you must provide the requested response within 14 days. You shall not unreasonably delay or withhold approval, feedback, or information. If Zyte does not receive the required approval, feedback, or information within this timeframe, Zyte may initiate your subscription term and/or apply additional charges.
All Data Services Agreement pricing is based on the layout, technology, and mechanism of the Data Sources as of the date of such agreement. If a data source’s layout, technology, or mechanism changes in a way that materially affects the project and/or data deliveries during the term of such agreement, we reserve the right to (i) alter the pricing as required to continue production of the Data Feed; (ii) charge for additional development on a time and materials basis at Zyte’s then-current daily rates; or (iii) terminate all or part of the agreement if the data collection is no longer legally or technically feasible. Material changes to a data source include, but are not limited to, data being placed behind a login, public data being made private, and/or the introduction of additional crawling counter-measures, as determined by us.
If such a change materially affects the scope, deliverables, or pricing of your Data Services Agreement and Zyte’s proposed adjustments are not acceptable to you, you may elect to terminate the affected Data Feed upon 30 days’ written notice to Zyte. In this event, you shall not be entitled to a refund of any prepaid amounts.
If we terminate a Data Services Agreement due to a data source change that is out of our and your control, we will provide you with a pro rata refund for any prepaid amounts relating to the relevant Data Feed as of the date that such Data Feed could no longer be produced.
Technical Services
Zyte shall provide Technical Services in accordance with these Terms and your Technical Services Agreement.
Where your Technical Services Agreement includes the provision of Software or Data Feeds, the terms set out in sections 2.2 and 2.3 above (respectively) shall also apply.
You agree that during the term of your Technical Services Agreement, and for the six-month period immediately following the termination/completion of such Agreement, whichever ends later, you shall not solicit or contact any contractor or employee of Zyte who worked on your projects at any time with a view to inducing or encouraging such contractor or employee to leave their employment or contractor relationship with Zyte.
All Services and deliverables within your Technical Services Agreement are based on the layout and technical restrictions of the target websites as of the date of such Agreement. If a target website’s layout or technical restrictions change during the term of your Agreement, Zyte reserves the right to alter pricing as required to provide the Services or to terminate all or part of the Agreement if scraping is no longer technically or legally feasible.
SCRAPING STANDARDS, SERVICE DATA, AND DATA FEEDS
Zyte shall provide the Services following its polite scraping policies.
We may in our sole discretion suspend the provision of Services and/or your use of the Services with respect to a target website if we are contacted by such website and asked to cease providing the Services or any activity performed in connection with rendering the Services, or if we otherwise reasonably determine that continuing to provide the Services with respect to a specific website poses legal, operational, or business risks. In such event, we will provide you with a pro rata refund for any prepaid amounts relating to the relevant website.
Disclaimer of Warranties Service Data and Data Feeds are presented “as-is” and Zyte disclaims all warranties to the content, data, links, and information presented in the Service Data and/or Data Feeds, including any warranties of merchantability, non-infringement, specifically non-infringement of copyright or other intellectual property rights, and fitness for a particular purpose. The Services do not provide any copyright or permissions to you with regard to use of the Service Data or Data Feeds and it is your sole responsibility to determine the lawful use of the Service Data and/or Data Feeds received through any Services. Zyte shall not be held liable for any claims by third parties arising from your use of the Service Data presented through the Services, nor shall Zyte be liable for any alleged copyright/intellectual property infringement arising from your use of the Service Data.
Legal Use The Services shall be used solely to scrape data from publicly accessible websites. It is up to you to determine the legality of the way you use our Services, Service Data, and/or Data Feeds. Zyte will never knowingly build or host any data extraction or data import agent that is obviously illegal. You represent and warrant that you will utilize the Services legally and ethically for your internal intelligence gathering and internal business purposes and in accordance with all applicable laws, these Terms and the Acceptable Use Policy. Zyte reserves the right to refuse service to anyone wishing to use the Services in an illegal or unethical manner.
FEES AND BILLING
The prices, features, and options of the Services depend on the terms of your subscription. If you are an Enterprise Customer, you shall be billed according to the terms of your Statement of Work, Order Form, or other agreement. If you are a Platform Customer, you shall be charged according to the subscription you select when you sign up using the Site.
Invoices If you are an Enterprise Customer, invoices shall be payable in accordance with the terms of your Statement of Work, Order Form, or other agreement (unless such agreement is silent, in which case invoices shall be payable within twenty-one (21) days of receipt). If you are a Platform Customer, all invoices shall be payable immediately upon receipt or notice of such invoice. If an invoice is not paid within 21 days of receipt, interest shall accrue on the unpaid amount at the rate of 2% per month until the invoice is paid in full and we may suspend or terminate your access to and use of the Service. All invoices shall be considered accepted by you unless we are notified in writing of a dispute within ten (10) days of the date of the relevant invoice. We may round the total amount of any invoice to the nearest whole unit of currency.
Overages Unless otherwise specified in an applicable Agreement, all fees for usage above any applicable subscription limits shall be charged to you in the billing period following the period in which they were incurred.
Upgrades If you upgrade your subscription during its term, any additional fees will be prorated over the remaining period of your then current subscription term, and shall be due and payable upon implementation of such upgrade. In any future subscription term, your fees will reflect such upgrades.
Downgrades If you downgrade your subscription during its term, the downgrade will take effect at the beginning of the next billing period and you will not be entitled to a prorated refund or credit. Downgrades are subject to the terms of your subscription and/or the terms within an applicable Agreement. Downgrading may cause loss of content, features, or capacity of the Services available to you, and Zyte shall not be liable for any such loss.
Taxes Prices listed for our Services do not include applicable sales taxes, value-added taxes (VAT), goods and services taxes (GST), or similar governmental charges. Where required by law, we will calculate and add these taxes based on your relevant jurisdiction.
Beta Charge Freeze If you are an existing customer enrolled in a free Beta Program, fees for the beta product may be frozen until the end of the Beta Program. Unless otherwise agreed, new customers enrolled in a free Beta Program will not be charged for the beta product until the program ends.
Credit Card and Electronic Payments If you pay by credit card, PayPal, or certain other accepted payment methods, the Account owner authorizes the credit card issuer to pay Zyte’s fees and authorizes Zyte (or its billing agent) to automatically charge your fees to your credit card account in advance on a monthly or periodic basis according to your subscription. Charges will continue until the Services are properly terminated or your Account balance is paid in full, whichever is later. You must provide current, complete, and accurate billing information and promptly update your Account for any changes, including billing address or card expiration. If payment is not received, you agree to pay all amounts due upon demand, including reasonable collection costs and attorney’s fees. You are also responsible for any foreign transaction or bank fees charged by your payment provider. The Account owner will receive a receipt for each payment. Zyte uses a third-party intermediary for payment processing, which is not permitted to store, retain, or use your billing information except to process your credit card information for Zyte.
Zyte API Terms
The following terms apply to access to and use of Zyte API by Platform Customers and Enterprise Customers (unless such terms are amended in your Statement of Work, Order Form, or other agreement).
Website Downloads You may access any website available through Zyte API and will be charged per successful website request. Each website is assigned to a numbered tier by Zyte in its sole discretion based on the complexity of downloading data from the website. Where, based on the complexity of downloading data, a website falls outside of the numbered tiers, it shall be assigned to Tier X. If you access a website which has not yet been assigned to a tier, that website will be assigned a temporary price. Once Zyte obtains sufficient information about that website, it will be assigned to a tier. If Zyte changes a website’s tier or pricing, it will notify you of the change two (2) weeks prior to implementing such change. Certain types of download requests (including forced residential requests and extended geolocation requests) shall be charged according to computing resources used in such requests.
Extraction You may extract data from the HTML downloaded through Zyte API. When using Zyte’s standard schemas, you may only extract data from websites that match the schema (for example, you may only use the product schema to extract data from product pages). You will be charged based on the data schema, format (rendered or raw), and number of requests used.
Additional Features Zyte API includes additional features including features that manage page navigation patterns (“Actions”), a scripting interface (“Interactions”), the ability to capture a screenshot of the content on a webpage (“Screenshots”), and other features which may be added and documented in the Zyte API documentation from time to time. Actions and Interactions will be charged per request according to the computing resources used and may vary based on the type of request and the target website. Screenshots will be charged at a flat rate per screenshot.
Invoicing Depending on your subscription, charges for Zyte API may be invoiced (i) at the end of your monthly billing cycle based on your usage, (ii) 50% in advance and the remaining amount at the end of your monthly billing cycle, or (iii) in advance on a monthly or annual basis.
Credit Each new Zyte API customer will receive a $5 credit or a free trial. The credit will be applied to your first invoice and any unused amounts will be lost.
DATA PROTECTION
Your Personal Data
We collect certain information (which may include Personal Data) about you and your Agents as well as your and their respective devices, computers, and use of the Service. We use, disclose, and protect this information as described in our Privacy Policy and Data Processing Agreement, the current versions of which are available at https://www.zyte.com/terms-policies/privacy-policy/ and https://www.zyte.com/terms-policies/dpa/ and are incorporated into these Terms by this reference.
You agree that we and the Sub-processors that we utilize to assist in providing the Services to you shall have the right to access your Account and to use, modify, reproduce, distribute, display and disclose your Personal Data to the extent necessary to provide the Services, including, without limitation, in response to your support requests. Any third party service providers or Sub-processors that We utilize will only be given access to your Account, Service Data, or Personal Data as is reasonably necessary to provide the Service and will be subject to (i) confidentiality obligations which are commercially reasonable and substantially consistent with the standards described in these Terms and (ii) their agreement to comply with the data transfer restrictions applicable to Personal Data as set forth in our Privacy Policy, and our Data Processing Agreement.
Zyte may also use your email address to send you other messages, including information about the Site, Services, updates, news, events, and special offers. You may opt out of such email by changing your preferences or sending an email to marketing@zyte.com.
Personal Data in Service Data and/or Feeds
You acknowledge and agree that if any Personal Data is collected, processed and/or transferred by Zyte as a part of the Service Data, Data Feeds, or otherwise through your use of the Services, for the purposes of the Data Protection Law and any other applicable regulation, Zyte is the data processor and you are the sole data controller.
You are solely responsible for any Personal Data you collect through your use of the Services, and you shall comply with Data Protection Law and any and all applicable laws or regulations with regard to the collection and storage of Personal Data and any notification requirements.
You warrant and undertake that any collection, processing, transfer and/or use of Personal Data by Zyte arising from your use of the Services is in compliance with Data Protection Law. You further warrant that any use of the Personal Data provided to you by Zyte through the Services or collected by you through the Services is in compliance with Data Protection Law.
Zyte reserves the right to delete, pseudonymize, or anonymize any Personal Data you collect through your use of the Services or that is provided to you by Zyte at your request.
INTELLECTUAL PROPERTY
Each Party retains all rights, title, and interest in and to its respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how, and other intellectual property or proprietary rights (collectively, “Intellectual Property Rights”). Any rights granted to you or your Agents to use the Services do not convey ownership or additional rights in the Services or associated Intellectual Property Rights. Subject only to limited rights to access and use the Service as expressly stated herein, all rights, title, and interest in and to the Services and all hardware, Software, APIs, and other components of or used to provide the Services, including all related Intellectual Property Rights, will remain with the Zyte and belong exclusively to Zyte.
Developed IP Unless otherwise provided for in an applicable Agreement, Zyte shall own all rights, title, and interest in any code or other data generated through the Services. Zyte may utilize Service Data, Data Feeds, code, content, and all other data from the Services for product development and product training purposes. Zyte shall own all right, title, and interest in any tools or processes developed as a part of providing the Services.
Code Ownership If so specified in an applicable Agreement,you shall receive a limited, revocable, non-exclusive, non-transferable, and non-assignable license in any source code built specifically for you by Zyte. For the avoidance of doubt, you shall not be entitled to a license to the source code unless specifically set forth in an applicable Agreement. To the extent that any Intellectual Property Rights in any spider source code and/or data collected by Zyte on your behalf are conferred to you under an applicable Agreement, You grant Zyte a non-revocable transferable license to the source code and Service Data and/or Data Feeds for product development and product training purposes.
Feedback Zyte shall have a fully paid-up, royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to implement, use, modify, commercially exploit, and/or incorporate into the Service or otherwise use any suggestions, enhancement requests, recommendations or other feedback we receive from you, your Agents, or other third parties acting on your behalf.
Permissions By using Zyte’s Services, you give us permission to use your company’s name and/or logo on our website and other marketing materials identifying you as one of our customers. No endorsement or affiliation is implied and your trademarks and copyrights remain your property.
CONFIDENTIAL INFORMATION
Confidential Information shall mean all information (in written, graphic, oral or other tangible or intangible form) disclosed by a Party which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including, but not limited to information relating to security policies and procedures, any scientific or technical information, invention, design, device, process, compilation of information, record, specification, procedure, formula, improvement, technology, code, software code, hardware or method, any concepts, reports, data, know how, works in progress, product developments, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, financial information, customer information, and trade secrets shall be deemed Confidential Information. Confidential Information shall not include information that (i) was already known to the receiving Party at the time of disclosure; (ii) is or becomes generally available to the public other than by violation of these Terms or another valid agreement between the Parties; (iii) was or is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information; or (iv) is required to be disclosed pursuant to a valid court order, so long as it is disclosed under seal.
Subject to any express permissions within these Terms, each Party will protect each other’s Confidential Information in the same manner as each protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, each Party may use each other’s Confidential Information solely to exercise their respective rights and perform their respective obligations under these Terms and shall disclose such Confidential Information (i) solely to those of their respective employees, representatives, subcontractors and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information; (ii) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with any applicable law or regulation.
You acknowledge that any violation of the provisions of this Section 7 may cause the other Party immediate and irreparable damage for which the other Party cannot be adequately compensated by monetary damages. Each Party agrees that in the event of any such breach, the other Party shall be entitled to preliminary or other injunctive relief, an order for specific performance, and any other equitable relief that a court may determine to be appropriate.
TERM AND TERMINATION
Term The term of your subscription shall commence on the date specified in your Platform subscription or Agreement and shall continue for the subscription period specified therein.
Termination Unless otherwise stated therein, Agreements and other subscriptions to the Services are not terminable by you during their term. Unless otherwise stated therein, either Party may terminate your subscription at the end of the then current term by giving notice at least thirty (30) days before the end of that term. For Platform users, your subscription to the Service (including any and all additional Services) will renew for a term equivalent in length to the then expiring term, unless terminated in accordance with this section.
In the event that you request to terminate your Agreement during its term, Zyte shall consider such requests in its sole discretion and reserves the right to charge a termination fee of at least 50% of the remaining value of the Agreement.
Zyte reserves the right to terminate a Platform subscription or Agreement within thirty (30) days of its start date by giving ten (10) days written notice to you. Zyte will provide a pro rata refund with respect to prepaid fees.
Either Party may terminate your subscription and/or access to the Services due to the other Party’s material breach of these Terms and/or your Agreement(s) with Zyte, if the breach remains uncured for more than thirty (30) days after receipt of written notice of such breach.
Money Back Guarantee You may request a refund for any Platform Service within 7 days of signup if: (i) you have not started using it, or (ii) the Platform was unsuccessful for your purposes and Zyte was unable to resolve the issue within the 7-day window. No refund is available if you successfully used the Platform Services. This section applies to new customers only and does not apply if you have previously used any Platform Service.
Refunds and Credits No refunds or credits will be provided if you downgrade, terminate your subscription, or cancel your Account before the end of your subscription term.
Data Deletion Following the termination or cancellation of your subscription to the Service and/or Account, we reserve the right to delete any or all Service Data in the normal course of operation. Service Data cannot be recovered once your subscription to the Service is canceled.
Unpaid Fees If your subscription terminates before the end of the subscription term (whether by you or us), you must immediately pay any unpaid fees for the remainder of that term, in addition to any other amounts owed.
Violation of Terms We may immediately modify, suspend, or terminate the Service, your Account, or your access rights, and remove or disable Service Data if we believe you or your Agents have violated these Terms or an applicable Agreement, the Acceptable Use Policy, or applicable laws, or engaged in fraudulent behavior. Unless legally prohibited, we will use commercially reasonable efforts to notify you by email. We shall not be liable to you, your Agents or any other third party for any such modification, suspension or discontinuation of your rights to access and/or use the Service. Any suspected fraudulent, abusive, or illegal activity may be referred to law enforcement at our sole discretion.
DISCLAIMER AND WARRANTIES
ROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW. WE DISCLAIM ANY AND ALL WARRANTIES (INCLUDING WARRANTIES TO THE CONTENT, DATA, LINKS, AND INFORMATION GATHERED THROUGH THE SERVICE), WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE FROM VIRUSES OR MALICIOUS SOFTWARE. NO INFORMATION, SERVICE DATA, FEEDS, OR ADVICE OBTAINED FROM US OR THROUGH THE SERVICE CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. WE CANNOT GUARANTEE SUCCESSFUL DATA EXTRACTION FROM YOUR TARGETED DATA SOURCES.
No Legal Advice Any information or Service provided to you by Zyte does not constitute, and should not be taken as, legal advice and does not create an attorney-client relationship. Zyte may provide legal and compliance information to you based on its industry expertise, but you are responsible for retaining your own legal counsel to obtain legal advice.
Third Party Sites The Site or the Services may link to other websites operated by third parties. We have no control over these linked sites, each of which have separate privacy and data collection practices independent of Zyte. We are not responsible for and do not endorse or accept any responsibility for the availability, content, products, services or use of any third party site, any website accessed from a third party site or any changes or updates to such sites. You acknowledge that you bear all risks associated with access to and use of content provided on a third party site and agree that we are not responsible for any loss or damage you may incur from dealing with such a third party site.
Network Connections You are responsible for procuring and maintaining the network connections that connect your network to the Service. We are not responsible for notifying you or your Agents of any upgrades, fixes or enhancements to any software or for any compromise of data, including Service Data and Data Feeds, transmitted across computer networks or telecommunications facilities (including but not limited to the internet) which are not owned, operated or controlled by Zyte. We assume no responsibility for the reliability or performance of any connections as described in this section.
Artificial Intelligence Services may include artificial intelligence systems, including chatbots. We do not guarantee the accuracy or reliability of AI-generated outputs and are not liable for or bound by such outputs.
INDEMNITIES
If you access or use Software Services:
Zyte's Indemnification We will indemnify and hold You harmless from and against any third party claim arising out of your use of the Software Services as permitted by these Terms alleging that the Software itself infringes or misappropriates a third party’s valid patent, copyright, trademark or trade secret (an “IP Claim”). This indemnification excludes all IP Claims related to Service Data or your access and use of Service Data. We shall, at our expense, defend such IP Claims and pay damages finally awarded against you, provided that (i) you promptly notify Zyte of the threat or notice of such IP Claim; (ii) we have the sole control and authority to select defense counsel and defend and/or settle the IP Claim; and (iii) you fully cooperate with Zyte in connection with such defense.
Your Indemnification You will indemnify and hold Zyte and its agents, affiliates, subsidiaries, directors, officers, employees, and contractors harmless against any third party claims, demands, causes of action, damages, costs, expenses, penalties, losses and liabilities (“Claims”) incurred by Zyte arising from (i) use of the Software Services by you or your Agents in breach of these Terms, (ii) your internal and/or external use of Service Data; (iii) your extraction of any third party data, (iv) your use of third party data retrieved through the Software Service; (v) your negligence or wilful misconduct; (vi) the collection, extraction, storage, processing, transfer and/or use of Personal Data by You or Zyte arising from or related to Your use of the Software Services extraction, storage, and/or use of any Personal Data obtained through the Software Services, or (vii) matters for which you have expressly agreed to be responsible pursuant to these Terms and/or an associated Agreement.
If you access or use any other Services:
Zyte's Indemnification We will indemnify and hold you harmless from and against any Claims against you by reason of any gross negligence or wilful misconduct by Zyte.
You will indemnify and hold Zyte and its agents, Affiliates, subsidiaries, directors, officers, employees, and contractors harmless against any Claims, incurred by Zyte arising from (i) your internal or external use of Data Feeds; (ii) your negligence or wilful misconduct; (iii) any material breach of these Terms or an associated Agreement, (iv) the collection, processing, and/or transfer of Personal Data by Zyte in accordance with your instructions and/or as part of the provision of Services to you, and/or (v) your use of Personal Data obtained through the Service.
LIMITATION OF LIABILITY
Damages EXCEPT FOR INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY (NOR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS) BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR OTHER SIMILAR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR BUSINESS INTERRUPTION INCURRED BY SUCH PARTY OR THIRD PARTY IN CONNECTION WITH THESE TERMS OR THE SERVICE, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES. ZYTE SHALL NOT BE LIABLE FOR CONSEQUENTIAL LOSSES IN RELATION TO ANY OF ITS INDEMNITY OBLIGATIONS.
Limitation of Liability NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, OUR AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF THESE TERMS OR OTHERWISE IN CONNECTION WITH ANY SUBSCRIPTION TO, OR USE OR EMPLOYMENT OF THE SERVICE, SHALL IN NO EVENT EXCEED THE FEES FOR SUCH SERVICE PAID BY YOU DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY, OR $1,000 USD IF YOU ARE USING THE SERVICE FOR FREE.
EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS AGREED TO THESE TERMS RELYING ON THE LIMITATIONS OF LIABILITY STATED HEREIN AND THAT THOSE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE SERVICE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF WE WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. WE HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE YOU THE RIGHT TO ACCESS AND USE THE SERVICE PROVIDED FOR IN THESE TERMS.
Some jurisdictions do not allow certain exclusions or limitations of liability, including for implied warranties, incidental or consequential damages, death or personal injury caused by negligence, or fraud. IN SUCH JURISDICTIONS, ZYTE'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Release In the event that you have a dispute with a targeted data source (i.e. website or web application) in relation to the use (or misuse) of any of the Services, you release Zyte and its officers, directors, agents, subsidiaries, joint ventures and employees from any and all claims, 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. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
No Director and Officer Liability Claims against Zyte may only be enforced against Zyte as an entity, not against its officers, directors, employees, contractors, representatives, or agents individually.
GOVERNING LAW
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. The law governing these terms shall depend on your location.
If you are located within the United States, these Terms shall be governed by, construed, and interpreted in accordance with the laws of the State of New York, without regard to principles of conflict of laws. Any dispute, controversy or claim dispute arising out of or relating to these Terms or any breach of these Terms shall be submitted to and decided by binding arbitration. Arbitration shall be administered exclusively by the American Arbitration Association (AAA) and shall be conducted in accordance with the Commercial Arbitration Rules of the AAA. The number of Arbitrators shall be one. The results of such arbitration proceedings shall be binding upon the parties and judgment may be entered upon the arbitration award in any court having jurisdiction thereof. The seat of the arbitration shall be in New York. The language of the arbitration shall be English.
If you are NOT located within the United States, these Terms shall be governed by, construed, and interpreted in accordance with the laws of Ireland, without regard to principles of conflict of laws. Any dispute, controversy or claim dispute arising out of or relating to these Terms or any breach of these Terms shall be submitted to and decided by binding arbitration. Arbitration shall be administered exclusively by the International Centre for Dispute Resolution and shall be conducted in accordance with the International Arbitration Rules of the American Arbitration Centre. The number of Arbitrators shall be one. The results of such arbitration proceedings shall be binding upon the parties and judgment may be entered upon the arbitration award in any court having jurisdiction thereof. The seat of the arbitration shall be in Dublin, Ireland. The language of the arbitration shall be English.
MISCELLANEOUS
Modifications We reserve the right to modify our Services or Site at any time, with or without notice. This includes adding, removing, suspending, or amending features or functionality, or changing pricing. We may also introduce fees for additional features at any time.
Sanctions. You represent and warrant that you are not from any of the following countries/regions: Cuba, Iran, North Korea, Syria, Venezuela, Russia, and the Crimea region of Ukraine. You agree that you will not access the Services in any manner that would cause Zyte to violate any U.S. or international economic sanctions or export control laws or regulations.
Automated Use of the Services Use of the Services or creation of an Account by any automated system (including, without limitation, an AI agent or scripted process) constitutes acceptance of these Terms by the natural or legal person who developed, deployed, or operates such system, and that person shall be deemed the Customer for the purposes of these Terms.
Beta Program Zyte may from time to time offer access to a testing program or new features and/or any other beta product (“Beta Program”). By enrolling in a Beta Program, you agree to participate in product testing. After a Beta Program has ended, you agree to provide feedback about your experience with the Beta Program. The duration and fees related to a Beta Program are at Zyte’s discretion.
Assignment You may not, directly or indirectly, by operation of law or otherwise, assign all or any part of these Terms or your rights under these Terms or delegate performance of your duties under these Terms without our prior written consent, which shall not be unreasonably withheld. We may, without your consent, assign our agreement with you to any member of Zyte or in connection with any merger or change of control of Zyte or the sale of all or substantially all of our assets provided that any such successor agrees to fulfill its obligations pursuant to these Terms.
Entire Agreement These Terms, together with any Agreement(s), constitute the entire agreement, and supersede any and all prior agreements between you and Zyte with regard to the subject matter hereof. Notwithstanding the foregoing, additional terms may apply to certain features, functionality, or services We offer as part of or distinct from the Service (the “Additional Terms”). In those instances, we will notify you of such Additional Terms prior to the activation of these features, functionality, or services and the activation of these features, functionality, or services in your Account will be considered acceptance of the Additional Terms. All such Additional Terms will be considered incorporated into these Terms when you or any Agent authorized as an administrator in your Account activate the feature, functionality, or service. Where there is a conflict between these Terms and the Additional Terms, the Additional Terms will control.
Amendment and Waiver We may amend these Terms from time to time, in which case the new Terms will supersede prior versions. We will notify you prior to the effective date of any such amendment and your continued use of the Service following the effective date of any such amendment may be relied upon by Zyte as your consent to any such amendment. Our failure to enforce at any time any provision of these Terms does not constitute a waiver of that provision or of any other provision of the Terms.
Construction The headings and captions of these Terms are inserted only for convenience and identification and are in no way intended to define, limit, or expand the scope and/or intent of these Terms.
Severability If any provision in these Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect.
Survival Sections 1, 2.2.4-2.2.5, 2.4.3, 3.3, 5-7 and 9-13 together with any other provision of these Terms which expressly or by implication is intended to survive termination, shall survive any termination of our agreement. Termination of such agreement shall not limit a Party’s liability for obligations accrued prior to such termination or for any breach of these Terms.
Force Majeure Except for payment obligations, neither Party shall have any liability for any failure or delay resulting from a condition that is beyond the reasonable control of such Party, including but not limited to an act of God or natural disaster, government action or acts of terrorism, and power failures. The affected Party shall notify the other Party of the extent and nature of the force majeure event within a reasonable time, and take all reasonable steps to minimize damages and resume performance.
Notices All notices to be provided by Zyte to you under these Terms may be delivered in writing (i) by nationally recognized overnight delivery service to the contact mailing address provided by you on any Agreement; or (ii) electronic mail to the electronic mail address provided for your Account. You must give notice to Zyte in writing by a nationally recognized overnight delivery service to (i) Zyte’s mailing address at Attn: Legal Department, 12 South Mall, Cork, T12 RD34, Ireland; or (ii) electronic mail to legal@zyte.com. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, five (5) business days after being deposited in the mail.
Relationship of the Parties The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.