Terms of Service
(YouScan Master Subscription Agreement)
Effective as of July 23, 2025
Please read these Terms of Service (this “Agreement”) carefully and in full before accessing or using the Website or the Service (each as defined below). This Agreement sets forth the legally binding terms governing the use of the Website and the Service.
For purposes of this Agreement, “Client” shall refer to you, unless you are acting on behalf of a company, in which case “Client” shall refer to such company or organization. The terms “YouScan” and “Company” refer to YouScan Limited, a Cypriot company doing business as YouScan, with a registered address at 2 Agias Elenis, 6th Floor, 1060, Nicosia, Cyprus, and registration number HE261899. The Company and the Client may each be referred to as a “Party” and collectively as the “Parties.”
BY REGISTERING FOR OR USING THE SERVICE IN ANY MANNER, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THIS AGREEMENT AND ALL APPLICABLE OPERATING RULES, POLICIES, AND PROCEDURES REFERENCED HEREIN, each of which is incorporated by reference and may be updated, amended, or modified at any time at the Company’s sole discretion, without any obligation to provide prior notice.
It is the Client's responsibility to review this Agreement and any amendments each time the Service is used. Continued use of the Service after any such amendments shall constitute the Client’s acceptance of the modified terms. If the Client does not agree to the amended terms, the Client must discontinue use of the Service immediately.
This Agreement supersedes any other terms or conditions. You may not use the Service unless you unconditionally accept the terms of this Agreement. If you are accepting these terms on behalf of an organization, you hereby represent and warrant that you possess the necessary authority to bind such organization to this Agreement. Notwithstanding the foregoing, in the event your organization has entered into a separate written agreement with YouScan governing its use of the Service, the terms of that separate agreement shall take precedence, and this Agreement shall apply only in a subsidiary capacity.
If you are acting as an agency or obtaining access to the Service on behalf of a third party for any purpose, you agree to incorporate the terms and conditions of this Agreement, along with YouScan’s policies, into your own terms of service and policies. Furthermore, you agree to ensure that such third parties (your clients) comply with the terms of this Agreement and the policies published at https://youscan.io. If you are accepting this Agreement on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to this Agreement; (ii) you have read and understood this Agreement; and (iii) you agree, on behalf of the Party you represent, to comply with the terms of this Agreement. If you do not have the legal authority to bind your employer or the applicable entity, you must not sign up for the Service or click the “Submit” button.
In consideration of the mutual covenants set forth in this Agreement and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties agree as follows:
1. TERMS AND DEFINITIONS
"Additional Channels" refers to an Additional Module that enables the Client to automatically add and collect data from up to 50 channels (such as pages from social networks) per Client's account.
"Additional Comments" refers to an Additional Module, which enables the collection of an extended set of publicly available social media comments beyond those included in standard channel coverage. This module may include comments not directly related to the Client’s configured topics and is subject to data source availability, platform restrictions, and fair usage limitations.
"Additional Module" refers to a functional enhancement of the Service, achieved through the activation of independent blocks within the integrated YouScan Platform, each operating under specific rules and algorithms. Activation of these modules occurs upon the Client’s separate request.
"Advanced API and Webhook" refers to the application programming interfaces developed and provided by YouScan that allow the Client to access certain metrics, analytics, and data collected directly by the YouScan Platform from Third-Party sources, including the use of Webhook methods for data transmission.
"Advanced Teamwork" refers to an Additional Module that enables the Client to organize topics into spaces and assign different access levels for users within the Client's account, based on topic or space.
"API" refers to the application programming interfaces developed and provided by YouScan that allow the Client to access certain metrics and analytics.
"Audience Insights" refers to an Additional Module of the Service that allows the Client to analyze the interests and occupations of content authors within the Client’s specified topics.
"Audio Monitoring" refers to an Additional Module that enhances data collection within the Client’s specified topics by enabling keyword detection in video and audio content.
"Basic Support" refers to the technical support provided by the Company’s specialists, which includes assistance via a dedicated line for receiving and resolving technical requests (e-mail: support@youscan.io), support via the YouScan Platform's built-in chat, and advice on the functionality and use of the Service. This support also includes guidance on customizing monitoring topics and addressing other related issues. Basic Support is provided at no additional charge.
"Business Days" shall mean all weekdays excluding Saturdays, Sundays, and public holidays in accordance with the laws of the Republic of Cyprus.
"Client's Account" ("Account") refers to a registered entry containing a specific type of Coverage, structured data, and information that relates to a single element of the Service. The Account is personalized using login credentials provided by the Client to the Company during the registration process for the Service. Under a single subscription, the Client is permitted to maintain only one Account, though the number of users authorized to access the Account is unlimited.
"Conversation Insights" refers to an Additional Module that enables the Client to visualize, analyze, and understand key themes and patterns within collected conversational data. This module includes tools and widgets such as conversation clusters, subject distribution, potential crisis detection, and extended trend monitoring.
"Coverage" refers to the functional characteristic of the Client's Account that determines the geographic and linguistic parameters for the collection of social media mentions. The specific type of Coverage is agreed upon by the Parties in the applicable Order Form. There are two types of Coverage:
"Eastern Europe" refers to a type of Coverage that enables the collection of mentions originating from the following countries: Ukraine, Belarus, Georgia, Armenia, Azerbaijan, Kazakhstan, Kyrgyzstan, Moldova, Tajikistan, Turkmenistan, Uzbekistan, and mentions with undefined geographic locations. This Coverage allows the collection of mentions in the following languages: Ukrainian, Belorussian, Georgian, Armenian, Azerbaijani, Kazakh, Kyrgyz, Moldavian, Tajik, Uzbek, Undefined (Cyrillic), as well as mentions where the language is undefined.
"Global" refers to a type of Coverage that allows for the collection of mentions without geographic or linguistic restrictions, provided that the Service, in its current version, includes the technical capabilities necessary for such collection.
"Custom Dashboard" refers to an Additional Module for data visualization that consists of up to 30 customizable widgets, which the Client configures independently to meet their specific needs.
"Data Analysis" refers to the analytical activities performed by the Client, including those conducted on behalf of its clients, which involve processing data to generate commercially valuable insights, provided such actions fall within the scope of the Permitted Purpose.
"Fee(s)" refers to the monetary compensation that the Client is obligated to pay to the Company in exchange for the Services provided.
"Historical Data" refers to social media mentions made prior to the creation of a topic in the Client’s Account. Such mentions are not counted within the collection limits for new mentions set forth in the applicable Pricing Plan. Notwithstanding the provisions of Section 2.6, the Company reserves the right, at its sole discretion, to impose individual restrictions on the Client’s ability to collect such data to ensure the Fair Use of the Service (as determined below).
"Insights Copilot" refers to an Additional Module that enables the Client to ask natural language questions and receive responses based on the analysis of collected mentions.
"Onboarding" refers to the personalized process of assisting Client with the setup and initial use of the Platform, providing customized support to facilitate efficient adoption of the Service. The scope, terms, and pricing of the Onboarding are determined on a case-by-case basis in writing.
"Order Form" refers to the document that specifies the Services ordered from YouScan. The signing date of the Order Form marks the commencement of the Client’s use of the Service and serves as proof of Service usage from that date, unless otherwise stated in terms of the Order Form. The Order Form remains valid until the occurrence of one of the following events:
The expiration of the agreed period of use of the YouScan Platform as specified by the Parties; or
The termination of this Agreement in accordance with Section 14 of the Agreement.
"Permitted Purpose" of access to data under this Agreement shall be limited to the following:
The creation by the Client, through Data Analysis, of commercially valuable information concerning brand image, including the identification of reputational risks, which the Client may use to improve its brand image; and
The creation by the Client, through Data Analysis, of commercially valuable information ("Deliverables"), which may be used by the Client for its legitimate business purposes.
"Premium Service" refers to a customized service that provides enhanced support tailored to the Client’s specific needs, aimed at optimizing their experience with the Platform. The scope, terms, and pricing of the Premium Service are determined on on an individual basis in writing.
"Pricing Plan" refers to the package of functionality and allowances provided by the Company through the YouScan Platform, as agreed upon with the Client. The Pricing Plan includes specific terms such as the number of topics for monitoring, the duration of use, and the corresponding Fee(s).
"Smart Tags" refers to an Additional Module of the Service that enables data segmentation using machine learning algorithms. This module optimizes Service operations by analyzing data contained within the Client’s topics to identify insignificant references, which are then automatically tagged.
"Third-Party" refers to any individual, entrepreneur, or legal entity that is not a Party to this Agreement.
"Topic Permissions" refers to an Additional Module that allows the Client to assign different access levels to users for each topic within the Client's Account (available for "Listen" and "Analyze" Pricing Plans only).
"User" refers to any individual authorized by the Client, either directly or indirectly, to use the Services and/or Third-Party services.
"Visual Data Analysis" refers to an Additional Module of the Service that includes the following features:
Logo Recognition – The ability to track, search, and filter mentions based on logos detected in images.
Mentions Collection Based on Logo Detection – The collection of mentions based on logo detection in images, including the ability to use an unlimited selection of logos from YouScan's existing repository for this purpose. Additionally, the Client may request the monitoring of up to five new logos not already in the repository.
Optical Character Recognition (OCR) – The ability to detect and recognize text within images.
Visual Insights – The ability to track, search, and filter mentions by various visual elements within an image, such as objects, scenes, actions, people, image types, and colors.
"Website" (or “Site”) refers to the Company’s internet resource located at https://youscan.io/.
"Widget" refers to an element of the customized dashboard, designed to provide tailored report visualizations based on data collected from topics in the Client’s Account.
"YouScan Analytics" refers to the tool used for visualizing and analyzing data collected through the Service.
"YouScan Platform" refers to YouScan’s proprietary, internet-based software-as-a-service (SaaS) application and related technology, made available from time to time via the Website, and through which the Services are provided.
"YouScan Services," "Services," or "Service" refers to the services made available by the Company via the YouScan Platform, which consist of tools for social media and online media monitoring, brand tracking, and analytics, as available at any given time.
"YouScan Social Media Mention Wall" refers to an Additional Module provided through the YouScan Platform, which offers real-time visual displays of social media references onto an external screen, based on the Client’s specific search queries (keywords).
2. SCOPE OF THE AGREEMENT
Unless otherwise specified in the applicable Order Form, the Services are purchased as subscriptions. The Services are provided for the period specified in the Order Form (the “Term”), along with the applicable subscription details and financial terms, and are available exclusively to the Client and its authorized users, unless otherwise expressly approved in writing by YouScan. The Order Form outlines the Fees for the Services, and the Client agrees to pay these Fees in accordance with the terms set forth in the Order Form and this Agreement.
The Client is granted the right to access and use the YouScan Platform and the Services, as specified in the applicable Order Form, for the duration of the Term and in accordance with the conditions set forth in this Agreement. The Client acknowledges that the Deliverables (as defined above) may reference or incorporate excerpts of material owned by the Third-Party. YouScan does not own, license, or claim any rights to the Third-Party data (content) accessed through its platform. The Client acknowledges that any data (content) made available via the YouScan Platform that originates from Third-Party sources remains the property of the respective third parties (where applicable). YouScan does not own, control, or modify such data and does not grant the Client any rights beyond those necessary for accessing and analyzing such data as permitted by the relevant Third-Party sources. This provision does not apply to any proprietary data, technology, or outputs generated directly by YouScan, which remain subject to separate terms governing the use of YouScan’s intellectual property (see the Section 10).
The Client may purchase limited licenses to access and use the API. In such cases, and subject to the terms of this Agreement, YouScan grants the Client a non-exclusive, non-transferable, non-assignable, worldwide limited license to access and use the API solely for the Client’s internal business purposes and only during the Term specified in the applicable fully executed Order Form.
The YouScan Platform may only be used by the Client or by its clients expressly listed in the Order Form, provided that the Client has entered into an agreement with such clients that includes obligations to maintain the confidentiality of any information provided.
For the avoidance of doubt, this Agreement does not transfer or dispose of any exclusive rights or grant any exclusive licenses to any intellectual property or work results owned by the Company. This Agreement does not restrict the Company’s right to use or distribute the Service and any data derived from the Service at its discretion, including the right to grant access to Third Parties to the Service and such data.
List of Pricing Plans:
Pricing Plan "Starter":
Three (3) monitoring topics
Monthly mentions collection per topic: 5,000 (five thousand)
Collection of Historical Data: available for the last 30 days
Features:
Unlimited rules
One integration either with Slack, Microsoft Teams or Telegram
Insights Copilot
Included Additional Modules: Non-branded YouScan Social Media Mention Wall
Pricing Plan "Starter-Archived" (former "Starter -3) (NB! Archived. Accessible to current clients only):
Three (3) monitoring topics
Monthly mentions collection per topic: 10,000 (ten thousand)
Collection of Historical Data: available for the last 30 days
Features:
Unlimited rules
Integration with Slack, Microsoft Teams, Telegram
One (1) Custom Dashboard
Insights Copilot
Included Additional Modules: Non-branded YouScan Social Media Mention Wall
Pricing Plan "Listen":
Five (5) monitoring topics (minimum, with each additional step in increments of five topics)
Monthly mentions collection per topic: 10,000 (ten thousand)
Collection of Historical Data: unlimited
Features:
Unlimited rules
Integration with Telegram, Slack, Microsoft Teams
One (1) Custom Dashboard
Insights Copilot
Included Additional Modules: Non-branded YouScan Social Media Mention Wall
Pricing Plan "Analyze":
Five (5) monitoring topics (minimum, with each additional step in increments of five topics)
Monthly mentions collection per topic: 100,000 (one hundred thousand)
Maximum size of topics with data sampling: 10,000,000 (ten million) mentions per topic per month
Collection of Historical Data: unlimited
Features:
Unlimited rules
Topic permissions
Integration with Telegram, Slack, Microsoft Teams, HelpDesk, CRM
One (1) Custom Dashboard
Insights Copilot
Included Additional Modules: Non-branded YouScan Social Media Mention Wall
Pricing Plan "Innovate":
Five (5) monitoring topics (minimum, with each additional step in increments of five topics)
Monthly mentions collection per topic: 300,000 (three hundred thousand)
Maximum size of topics with data sampling: 30,000,000 (thirty million) mentions per topic per month
Collection of Historical Data: unlimited
Features:
Unlimited rules
Topic permissions
Integration with Telegram, Slack, Microsoft Teams, HelpDesk, CRM
One (1) Custom Dashboard
Insights Copilot
Included Additional Modules: Non-branded YouScan Social Media Mention Wall, Visual Data Analysis
Pricing Plan "Enterprise" (customizable):
The features of this Pricing Plan shall be customized according to the Client's specific requirements.
Additional Modules (available at extra Fees):
Additional channels
Advanced API and Webhook
Advanced Custom Dashboards (including unlimited dashboards and the ability to add custom logos)
Application Programming Interface (API)
Audio Monitoring
Audience Insights
Branded YouScan Social Media Mention Wall
Conversation Insights
Smart tags
Topic Permissions
Unlimited number of questions to Insights Copilot
Visual Data Analysis
Any change to the Pricing Plan must be formalized through a separate Order Form. Downgrading from a pricing plan that includes a higher level of Service functions (including a greater number of monitoring topics) to a plan with fewer Service functions (including a reduced number of monitoring topics) is strictly prohibited.
The YouScan Platform is authorized for use solely within the jurisdiction of the country where the Client is legally registered and maintains its registered address. This authorization does not extend to any branches, representative offices, or subsidiaries (“Corporate Divisions”) of the Client located outside the country of the Client’s registration. Such Corporate Divisions must obtain their own independent subscriptions from the Company in order to lawfully use the YouScan Platform in their respective jurisdictions. This provision does not preclude the Company from granting access to the Service to personnel working remotely from other jurisdictions, provided such personnel have an employment or service contract with the Client.
3. ACCOUNT REGISTRATION FOR SERVICE ACCESS
The Client's right to use the Service is established by granting 24/7 access to the Service. To access the Service, the Client must complete the account registration process as outlined on the Website. Upon successful registration, the Client will receive unique login credentials, including a username and password, which will be used to identify the Client within the Service.
4. ACCESS TO THE SERVICE
Access to the Service is provided on a continuous basis, starting from the date the Client is granted the right to use the Service. The process of accessing and utilizing the Service operates as follows:
Throughout the term of the Client's right to use the Service, the Client, through the Client Account, submits requests for monitoring by entering the relevant parameters into the designated fields within the Account.
Each request is automatically processed by the Service according to the specified parameters.
Upon completion of processing, the monitoring results are presented and made available within the Client Account.
5. COVENANTS OF THE PARTIES
COVENANTS AND ENTITLEMENTS OF THE COMPANY
Service Management and Transfer of Rights. The Company retains the exclusive right to manage, control, and dispose of the YouScan Platform and the Service at its sole discretion. This includes, but is not limited to, the right to modify, update, or discontinue any features or functionalities of the YouScan Platform or the Service. Additionally, the Company reserves the right to transfer, assign, license, sublicense, lease, sell, or otherwise grant or convey rights to the use of the Service and the YouScan Platform to third parties, including but not limited to affiliates, partners, successors, assignees, or other entities, without obtaining prior consent from the Client. The Company may also authorize third parties to access, utilize, or integrate the Service as part of their own services or platforms. Furthermore, the Company may leverage the Service for joint ventures, mergers, acquisitions, or any other business purposes it deems appropriate. The Client acknowledges that such actions do not give rise to any claims or rights for compensation or prior notification.
Updates and Modifications. The Company reserves the right, at its sole discretion, to update, modify, or enhance the content, features, and user interface of the YouScan Platform and the Service. The Company shall bear no liability to the Client for any such modifications. While the Company may, at its discretion, provide notice of certain changes via publication on the Website, through the YouScan Platform interface, or by email to the Client's registered address, it is under no obligation to do so.
Changes to Information and Data Sources. The Client acknowledges and agrees that, as the Service monitors data sources that are beyond the Company’s control, the availability of such data sources cannot be guaranteed. Accordingly, any information provided within the Service, including the number or scope of data sources analyzed, may be subject to periodic additions, modifications, or removals at the Company's discretion. The Company bears no responsibility for any changes to the availability or scope of data sources and makes no guarantees regarding the continuity or completeness of such data within the Service.
Routine Service Interruptions. The Company may perform routine interruptions to the availability of the Service as part of the normal operation and maintenance of the platform. Such interruptions, including those required for updating the Service’s functionality, shall not result in any recalculation or refund of Fees paid by the Client. Routine interruptions shall not exceed eight (8) hours in any calendar month and will typically occur between 11:00 p.m. and 07:00 a.m. CET.
Service Quality and Issue Resolution. In the event that the Client raises complaints regarding the quality of the Service, the Company reserves the exclusive right to assess and determine whether any aspect of the Service's functioning constitutes a shortfall (such as an error, defect, or other issue) and, at its sole discretion, may take one or more of the following actions:
Correct the identified issue in a future version of the Service (Service Pack);
Implement a correction (HotFix) within a reasonable period of time after the issue is detected, prior to the release of the next version of the Service;
Determine that the identified issue is not subject to change or correction.
Use of Client Name and Logo. The Client agrees that the Company may use the Client’s name and logo in its sales, marketing, promotional, or advertising materials in connection with YouScan’s products and services. The Client may revoke this consent at any time by sending an email to legal@youscan.io.
Provision of Basic Technical Support. The Company agrees to provide basic technical support to the Client regarding the use of the Service, including assistance with troubleshooting and general functionality.
Assignment. The Company reserves the right to assign or transfer, at any time, all or part of its rights and obligations under this Agreement to any Third Party. In such cases, the assignee or transferee will assume the same rights and obligations with respect to the Client as if it were an original party to the Agreement.
Liability for Misuse. The Company bears no liability for any losses incurred due to misuse of or inability to use the Service arising from the Client’s fault.
Fair Use of the Service. In line with its commitment to providing high-quality, fast, and reliable services, YouScan adopts a fair use policy for the use of its Services and continuously monitors users’ operational activities within the YouScan Platform ("Fair Use of the Service"). This section is intended to prevent the improper use of the Services and to ensure an optimal experience for all clients. As such, all features of the YouScan Platform are subject to fair use limitations, as reasonably determined by YouScan at its sole discretion from time to time. YouScan reserves the right, at its discretion, to restrict certain functionalities or suspend the Client’s Account if it determines that the Client’s activities within the Account are negatively impacting the performance of the Service or hindering other users’ ability to effectively use the YouScan Platform.
COVENANTS AND ENTITLEMENTS OF THE CLIENT
Client's Entitlement to Use the Service. The Client is entitled to use the Service strictly in accordance with the terms and conditions set forth in this Agreement and any applicable Order Forms.
Confidentiality and Non-Disclosure of Access Credentials. The Client agrees not to disclose access credentials, including but not limited to logins, passwords, and authorization tokens for API access, to any Third-Party, including its own clients (except for those expressly listed in Order Forms or addendums thereto). The Client further agrees not to use these credentials for any purpose not authorized by this Agreement, including any use that could harm the Company’s business interests or reputation. The Client undertakes to use the “YouScan Social Media Mention Wall” and related data exclusively for its own internal purposes. Public display of the YouScan Social Media Mention Wall or data derived therefrom, in any form (e.g., via telecommunication networks, including the Internet, or at public venues), is strictly prohibited.
Restricted Access to Service and Data. The Client shall provide access to the Service and any data derived via the YouScan Platform only to its employees who have entered into confidentiality agreements that provide a level of protection at least equal to that provided by this Agreement.
Responsibility for Access Credentials. The Client is solely responsible for maintaining the security and confidentiality of its login credentials and is liable for any losses arising from unauthorized access to the Client's Account. Any actions taken using the Client’s login credentials will be deemed as actions taken by the Client itself. The Client accepts full liability towards Third-Parties for all actions performed under its login credentials and assumes the risk of any adverse consequences for both itself and the Company.
Notification of Lost Credentials. The Client agrees to immediately notify the Company in the event of any loss or disclosure of login credentials.
Prohibition on Interference with the Service. The Client agrees not to use any devices or software programs designed to interfere with the proper functioning of the Website or the Service.
Prohibition on Sublicensing and Assignment. The Client agrees not to enter into any sublicensing agreements, transfer its rights to the Service, or assign any of its rights or obligations under this Agreement to Third-Parties without the prior written consent of the Company.
Payment of Fees. The Client undertakes to pay all Fees in the manner, amount, and time frame specified in this Agreement and the applicable Order Forms.
Acknowledgment of Service Characteristics. The Client acknowledges that it has reviewed and is fully aware of all functional attributes and characteristics of the Service. The Client assumes the risk that the Service may not meet its specific needs or requirements.
Internet Connection Requirements for Service Use. The Client acknowledges that proper use of the Service requires an Internet connection and a data transmission rate of at least 10Mb/s.;
Prohibited Actions by the Client. The Client is prohibited from the following activities:
Copying or Modifying the Service. Copying, modifying, or decompiling the Service or any part thereof, including transforming it into source code or attempting to discover the source code, intentionally interfere with or disrupt the performance or integrity of the Services, including, but not limited to, engaging in spamming, hacking, or violating any technical limitations of the YouScan Platform.
Misuse of the API. Using the Company’s API in any manner not expressly authorized by the Company, including accessing it to create similar or competitive products or services, or using unauthorized or modified versions of the Service.
Unauthorized Modifications. Making any modifications or reworking the Service, including translating it from one programming language to another, attempting to reverse-compile, disassemble, reverse engineer, or otherwise transform any part of the Services into a human-perceivable form.
IP and Data Tampering. Falsifying IP addresses or altering network protocol addresses used for data transmission, or engaging in activities that disrupt the Service or allow unauthorized access to other users’ data.
Unauthorized Access and Disclosure. Providing access to the Service or disclosing Account credentials (such as logins, passwords, or API tokens) to any Third-Party without the prior written consent of the Company.
Prohibited Commercial Activities. Assigning, renting, selling, leasing, transferring, distributing, or making the Service available to any Third-Party, including creating links that incorporate access credentials, such as usernames, passwords, or cookies, or engaging in mirroring or wrapping of the Service, using the Services or any data derived via the YouScan Platform in violation of any applicable law, including laws related to data protection, privacy, or information security.
Restricted Use of API and Data Transmission. Using the API, Webhooks, or Company’s standard connectors for large-scale or automated data transfers to external services or platforms, except for manual, legitimate, custom-made transmissions that comply with the Permitted Purpose outlined in Section 1.21.
Public Reference to Data Origin. Publicly referencing the data obtained through the Service without prior written consent from the Company.
Prohibited Monitoring Topics. Monitoring topics that could harm the Company’s reputation or commercial interests, with the Company reserving the right to refuse or delete such topics from the Client's Account.
Prohibition on Inducing the Company’s Clients. The Client warrants that neither the Client nor any individuals acting on the Client’s behalf will use the Service to solicit or induce the Company’s clients to engage with competing platforms or services.
Non-Refundability of Fees. If the Client unilaterally discontinues use of the Service, the Fee(s) paid for the Service will not be recalculated, prorated, or refunded. The Client remains responsible for the full Fee(s) as outlined in the applicable Order Form, regardless of service usage.
Prohibited Use of the YouScan Service. The Client agrees not to use the YouScan Service or any data obtained through the Service for any activities prohibited by applicable law. This includes, but is not limited to, illegal surveillance, stalking, spamming users, violating data protection laws, or conducting analysis or research for any unlawful or discriminatory purposes. The Client is further prohibited from using the Service in any manner inconsistent with reasonable expectations of privacy or for the monitoring of sensitive events (such as protests, rallies, or community organizing meetings), and from targeting, segmenting, or profiling individuals based on sensitive personal information. Sensitive personal information includes, but is not limited to, health-related data (e.g., pregnancy), financial status, political beliefs, racial or ethnic origin, religious or philosophical beliefs, sex life or sexual orientation, trade union membership, criminal history, or any other categories of personal information prohibited by applicable law.
Personal Data Protection. The Client agrees to comply with all applicable data protection laws and regulations and further undertakes that it will not: (a) knowingly display, distribute, or otherwise make data collected via the YouScan Platform available to any individual or entity where the Client reasonably believes such data may be used in a manner inconsistent with that individual’s reasonable expectations of privacy; (b) conduct or facilitate any research or analysis that isolates a small group of individuals or any single individual for unlawful or discriminatory purposes; (c) use data collected via the YouScan Platform to target, segment, or profile any individual based on sensitive categories of personal information, including but not limited to health status, financial condition, political beliefs, racial or ethnic origin, religious or philosophical beliefs, sex life or sexual orientation, trade union membership, or any data relating to alleged or actual criminal activity, or any other categories prohibited by applicable law; (d) without the prior written consent of YouScan, and subject to applicable law, display, distribute, or otherwise make data collected via the YouScan Platform available to any member of the intelligence community, or any government or public-sector entity.
Compliance with Agreement and YouTube Terms of Service. The Client acknowledges and agrees that: (a) It is responsible for ensuring compliance with this Agreement and shall procure that all Users accessing the Service on its behalf comply with the terms of this Agreement; and (b) It will comply with YouTube’s Terms of Service, as applicable, which can be found at https://www.youtube.com/t/terms.
Customer Responsibility for Uploaded Data. YouScan may allow the Client to upload, import, or otherwise submit their own datasets into the Platform, including but not limited to data obtained from third-party sources, or survey/questionnaire results. YouScan does not verify, endorse, or assume any responsibility for the accuracy, legality, or source of such customer-provided data. YouScan is not liable for any content, data, or materials uploaded or imported into the Platform by or on behalf of the Client. The Client remains solely responsible for ensuring that any such data is lawfully obtained, and that its processing and use through the YouScan Platform complies with all applicable laws, including intellectual property, privacy, and data protection regulations. YouScan reserves the right to suspend or terminate access to the Platform if uploaded data is found to be unlawful, harmful, deceptive, or in violation of this Agreement. YouScan also reserves the right to remove or restrict access to any content that it reasonably believes to be non-compliant or high-risk.
6. COMPANY'S FEES AND PAYMENT TERMS
The Company’s Fee for granting the Client the right to use the Service shall be calculated based on the Pricing Plan and any Additional Modules selected by the Client. The Client is obligated to pay the Fees specified in the applicable Order Form. Billing will occur at the time of sign-up, followed by billing for the minimum contract period as set forth in the Order Form. Fees are charged based on the subscriptions purchased, not on actual usage, and payment obligations are non-cancellable. All Fees are non-refundable.
Fees for the Services shall be invoiced in advance, in accordance with the terms outlined in the Order Form. The Client agrees to prepay one hundred percent (100%) of the Company’s Fee. The Client’s account shall not be activated beyond the trial period unless full payment of the Fee has been made.
In case in accordance with the legislation of a foreign jurisdiction the Client has to withhold any taxes or duties withheld in such foreign jurisdiction from the Company as the recipient of income, including, in particular, VAT and income (profit) tax withheld at source and any other similar taxes that may replace or complement the existing ones, the amount to be paid to the Company shall be increased in such a way so that the net amount received by the Company after withholding or payment of the said taxes would be equal to the amount indicated in an Order Form hereto.
The Company reserves the right to modify the amount of the Fee and the payment terms. However, any changes to the Fee or payment terms shall only apply to subscriptions that have not been paid by the Client at the time the new terms come into effect.
The Agreement shall automatically renew for an additional Term of the same duration if the Client explicitly agrees to continue using the Service after the expiration of the current paid Term. The Company will provide prior notice to the Client regarding the upcoming renewal. This renewal process may occur an unlimited number of times, subject to the Client's explicit consent for each renewal. The Client's continued use of the Service after receiving such notice will be deemed as explicit consent to renew the Agreement under the same terms.
Should the Client request any corporate documents from YouScan, including but not limited to an original certificate of tax residency or other statutory records, the Client acknowledges that the costs associated with obtaining such documents are not covered by the Pricing Plan. These costs will be borne by the Client and will be invoiced separately, in accordance with YouScan’s prevailing rates and payment terms at the time of the request. The Client agrees to reimburse all costs incurred by the Company in procuring these documents.
7. LIABILITY OF THE PARTIES
The Parties shall be liable for any failure to fulfill, or improper fulfillment of, their respective obligations under this Agreement and the associated Order Forms, in accordance with the terms set forth herein. For matters not expressly covered by this Agreement and the Order Forms, the Parties shall be liable in accordance with the applicable law.
The Company reserves the right to suspend the Service by blocking the Client’s Account if the Client breaches the payment terms set forth in this Agreement or the applicable Order Forms for more than five (5) consecutive days. Such suspension does not constitute termination of this Agreement or the Order Forms. In the event the Client makes a late payment, access to the Service may be restored; however, the suspension period shall be counted towards the Client’s subscription term, and no extension or credit will be provided for the time during which the Account was suspended.
In the event the Client fails to comply with the payment terms set forth in this Agreement or the applicable Order Forms, the Client shall, upon the Company's written demand, be liable to pay a penalty of zero point one percent (0.1%) of the outstanding payment amount for each day of delay, up to a maximum of ten percent (10%) of the total outstanding amount. The imposition of such a penalty shall not relieve the Client of its obligation to fully satisfy the payment obligations under this Agreement or the relevant Order Forms.
In the event that a violation of law is identified, and following the issuance of relevant orders by law enforcement or other authorized state bodies or officials, the Company reserves the right to suspend the Client’s access to the Service. The Company shall provide written notification to the Client outlining the violations and demanding their remedy. If the Client fails to address the violations within the timeframe specified in the notification, the Company may terminate the Client’s Account without recalculation of the Fees and without compensation for any losses incurred by the Client.
Should the Client breach any provision of this Agreement or applicable law while using the Service, the Company is entitled, at its sole discretion, to either unilaterally suspend the Client's access to the Service without resorting to court proceedings until the breach is remedied, or to terminate this Agreement by providing the Client with written notice. Such termination shall be effective on the date specified in the notice. In either case, there will be no recalculation of the Fees, nor shall the Company be liable for any compensation to the Client for losses incurred as a result of the suspension or termination.
The Client shall bear full responsibility for all information, materials, and data (including data files, text, images, and other content) obtained through the use of the Service, as well as for any information or materials provided to Third-Parties by the Client or its users. The Client shall also be liable for all consequences arising from its use of the Service, including, but not limited to, any losses or damages incurred by the Client, the Company, or any Third-Parties.
8. LIMITATION OF LIABILITY
THE SERVICE IS PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, OR PERFORMANCE CAPABILITY. THE COMPANY MAKES NO REPRESENTATIONS THAT THE SERVICE WILL MEET THE CLIENT’S SPECIFIC GOALS, REQUIREMENTS, OR EXPECTATIONS. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, ENHANCED OR PUNITIVE DAMAGES, OR LOST PROFITS, ARISING OUT OF OR RELATING TO THE USE OR PERFORMANCE OF THE SERVICE, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER THE CLIENT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. THE COMPANY SHALL HAVE NO OBLIGATION TO PROVIDE COMPENSATION OR ASSUME LIABILITY FOR ANY LOSSES, DAMAGES, OR CLAIMS, INCLUDING THOSE ARISING FROM ANY PARTICULARITIES OR SPECIFIC FEATURES OF THE SERVICE'S OPERATION OR ANY EXPECTED OUTCOMES.
THE COMPANY SHALL NOT BE HELD LIABLE FOR ANY QUALITY OR PERFORMANCE CHARACTERISTICS OF THE SERVICE, WHETHER EVIDENT OR IMPLIED. UNDER NO CIRCUMSTANCES SHALL YOUSCAN BE RESPONSIBLE FOR THE UNAVAILABILITY OF THIRD-PARTY DATA (CONTENT) WHEN ACCESS TO SUCH DATA (CONTENT) IS RESTRICTED, EITHER TEMPORARILY OR PERMANENTLY, BY A THIRD-PARTY PLATFORM, RESULTING IN THE UNAVAILABILITY OF CERTAIN DATE (CONTENT) PROVIDED THROUGH THE SERVICES. THE CLIENT ACKNOWLEDGES THAT IT IS SOLELY RESPONSIBLE FOR OBTAINING, SUBSCRIBING TO, INSTALLING, MAINTAINING, AND OPERATING ALL NECESSARY SOFTWARE (SUCH AS A BROWSER), HARDWARE, OR OTHER COMPUTER EQUIPMENT REQUIRED FOR THE PROPER USE OF THE SERVICES. THE COMPANY SHALL BEAR NO RESPONSIBILITY FOR DEFECTS OR DELAYS IN THE SERVICE ARISING FROM ANY ISSUES RELATED TO INTERNET CONNECTIVITY.
THE COMPANY SHALL NOT BE LIABLE TO THE CLIENT, ITS EMPLOYEES, CLIENTS, OR ANY THIRD-PARTIES FOR ANY DIRECT, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR OTHER LOSSES RELATED TO THE USE OF THE SERVICE. THIS INCLUDES, BUT IS NOT LIMITED TO, LOSSES ARISING FROM WORK INTERRUPTIONS, EQUIPMENT INCOMPATIBILITY, THE NEED FOR CONFIGURATION CHANGES, OR BUSINESS DISRUPTIONS. ADDITIONALLY, THE COMPANY ASSUMES NO LIABILITY FOR UNAUTHORIZED ACCESS TO OR USE OF THE CLIENT’S ACCOUNT BY THIRD-PARTIES.
IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, THE COMPANY DOES NOT CONTROL, VERIFY, OR MONITOR THE INFORMATION OR DATA (CONTENT) UPLOADED, TRANSFERRED, OR STORED BY THE CLIENT, ITS EMPLOYEES, CLIENTS, OR THIRD-PARTIES USING THE SERVICE. AS SUCH, THE COMPANY PROVIDES NO WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR QUALITY OF SUCH DATA (CONTENT) AND ASSUMES NO LIABILITY FOR IT.
THE COMPANY’S LIABILITY FOR ANY WRONGFUL BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT IS LIMITED TO THE AMOUNT OF THE FEE PAID BY THE CLIENT FOR THE MONTH IN WHICH THE BREACH OCCURRED. UNDER NO CIRCUMSTANCES SHALL THE COMPANY’S LIABILITY EXCEED $1,000 USD, REGARDLESS OF THE AMOUNT PAID BY THE CLIENT.
The data provided to the Client via the YouScan Platform includes data (content) posted by Third-Parties. The Company does not own, review or monitor such Third-Party data (content) at any stage. The Company makes no warranties, representations, or assurances regarding the Third-Party data (content), including but not limited to its legality, non-infringement, offensiveness, ownership, or the right to use the data (content). Any reliance on such data (content) is at the Client’s sole risk.
The Client acknowledges and agrees that the Company has access to the data (content) collected and delivered through the YouScan Platform and may, at its sole discretion, monitor, edit, or review such data, but is under no obligation or responsibility to do so. As a result, the Company assumes no liability whatsoever for the data (content), including but not limited to any inaccuracies, inappropriate or illegal material, or any data (content) that infringes upon the intellectual property rights of any Third-Party.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CLIENT IRREVOCABLY WAIVES ANY AND ALL CLAIMS, LIABILITIES, LOSSES, DAMAGES, COSTS, AND CAUSES OF ACTION — WHETHER KNOWN OR UNKNOWN, DIRECT OR INDIRECT — AGAINST THE COMPANY AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AND AGENTS, ARISING OUT OF OR RELATING TO: (A) THE ACCURACY, COMPLETENESS, LEGALITY, OR RELIABILITY OF ANY DATA, CONTENT, OR INSIGHTS PROVIDED BY OR ACCESSED THROUGH THE SERVICES; (B) THE CLIENT’S USE OF, OR RELIANCE UPON, ANY ANALYTICS, SENTIMENT ANALYSIS, USER-GENERATED CONTENT, OR AUTOMATED OUTPUTS MADE AVAILABLE BY THE SERVICES; (C) DECISIONS MADE OR ACTIONS TAKEN (OR NOT TAKEN) BY THE CLIENT OR ANY THIRD PARTY IN CONNECTION WITH OR BASED ON DATA PROCESSED, ACCESSED, OR ANALYZED VIA THE SERVICES; (D) THE COMBINATION OR INTEGRATION OF THE SERVICES WITH THE CLIENT’S INTERNAL SYSTEMS, PROPRIETARY DATA, OR THIRD-PARTY TOOLS, PLATFORMS, OR CONTENT; (E) THE USE OF THE SERVICES IN CONNECTION WITH SENSITIVE, CONFIDENTIAL, PROPRIETARY, OR REGULATED DATA, INCLUDING BUT NOT LIMITED TO PERSONAL DATA, HEALTH DATA, FINANCIAL OR OTHER TYPE OF DATA. THE CLIENT ACKNOWLEDGES AND ACCEPTS FULL RESPONSIBILITY FOR EVALUATING THE SUITABILITY AND LEGALITY OF ITS USE OF THE SERVICES, INCLUDING IN REGULATED OR HIGH-RISK ENVIRONMENTS. THE CLIENT FURTHER ASSUMES ALL RISK ARISING FROM SUCH USE, AND AGREES THAT THE COMPANY SHALL BEAR NO LIABILITY IN CONNECTION THEREWITH, REGARDLESS OF THE FORESEEABILITY OF ANY ALLEGED HARM OR THE AVAILABILITY OF ALTERNATIVE REMEDIES.
To the extent permitted by applicable law, any claim, suit, or action arising from or related to this Agreement, or any other legal theory, must be filed within one (1) year from the date the cause of action arises or the termination or expiration of this Agreement, whichever occurs first.
9. INDEMNIFICATION BY CLIENT
The Client agrees to indemnify, defend, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable legal fees and expenses) arising out of or related to: (i) the Client’s use or misuse of the Services or the API in violation of this Agreement; (ii) any breach by the Client of its representations, warranties, or obligations under this Agreement; or (iii) any act or omission of the Client that results in harm to the Company or any third party.
The Company reserves the right, at its sole discretion and expense, to assume the exclusive defense and control of any matter subject to indemnification by the Client. In such an event, the Client agrees to cooperate fully with the Company in asserting any available defenses.
In addition, the Client expressly agrees to indemnify and hold harmless the Company from any and all claims, losses, liabilities, damages, costs, or expenses (including legal fees) incurred by the Company or third parties in connection with any breach of this Agreement by the Client, regardless of whether such losses are direct or indirect. These indemnification obligations shall survive the expiration or termination of this Agreement and remain in full force and effect thereafter. The Client acknowledges and agrees that these remedies are fair, reasonable, and necessary to protect the Company’s legitimate interests and to comply with applicable legal obligations. The Company’s enforcement of its rights under this section shall be without prejudice to any other rights or remedies available under this Agreement or applicable law.
10. INTELLECTUAL PROPERTY RIGHTS
The YouScan Platform, including all its components, is the product of the Company’s intellectual activity and is protected by applicable copyright, trademark, and other intellectual property laws. The Company warrants that it holds all necessary and exclusive rights to enter into this Agreement and to grant the Client access to the Service under the terms set forth herein.
The Company is the sole and exclusive owner of all intellectual property rights related to the YouScan Platform, the Website, and the Service, including but not limited to design elements, text, graphics, images, illustrations, software code, algorithms, databases, and any other objects or components located on the Website or used in the Service. These intellectual property rights also extend to any enhancements, modifications, or derivative works created by or for the Company. For the avoidance of doubt, the Company does not claim ownership over the data (content) collected via the YouScan Platform from Third-Party sources.
Nothing in this Agreement shall be construed as an assignment, transfer, or grant of any ownership or exclusive right to use the Company’s intellectual property, unless explicitly stated in a separate written agreement. The Client acknowledges that this Agreement only provides a limited, revocable, and non-exclusive license to access and use the YouScan Platform in accordance with the terms herein, and any unauthorized use, copying, or distribution of the intellectual property will constitute a material breach of this Agreement and may result in immediate termination of the Client’s access to the Service, without prejudice to the Company’s rights to seek further legal remedies.
11. FORCE MAJEURE
The Parties shall be released from liability for any delay or failure to perform their respective obligations under this Agreement, where such delay or failure is caused by force majeure circumstances. These circumstances include, but are not limited to, acts of God, fires, natural disasters, epidemics, strikes, labor unrest, war, civil unrest, government actions, laws or regulations, or any other circumstances beyond the reasonable control of the affected Party, as well as the lack of action or cooperation on behalf of the other Party or its affiliates, including any officers, directors, employees, or agents.
In order to invoke force majeure, the affected Party must notify the other Party in writing without undue delay, but no later than five (5) days from the occurrence of the force majeure event. This notice must specify the nature of the circumstances, their anticipated duration, and the extent to which such circumstances have impeded the Party’s performance of its obligations under this Agreement.
A certificate or other official document issued by a competent authority shall serve as conclusive evidence of the existence and duration of the force majeure event.
In the event of a force majeure circumstance, the period for performing the affected obligations under this Agreement shall be extended for a duration equal to that of the force majeure event or its consequences.
Notwithstanding the foregoing, the Company shall bear no liability for any delays, interruptions, direct or indirect damages, or losses resulting from the failure of computers, electronic systems, communication channels, or software owned or operated by Third-Parties. The Company shall also not be held responsible for delays, interruptions, or losses caused by defects in such equipment or systems, transmission issues, connection problems, power outages, or any other technological failure beyond the Company’s control. The Company’s liability shall not extend to any failure caused by actions or omissions of Third-Parties.
12. CONFIDENTIALITY
The Parties agree to maintain the confidentiality of all information disclosed under this Agreement and shall not use such information for any purpose other than to fulfill their respective obligations hereunder. The receiving Party undertakes to protect confidential information with at least the same level of care as it exercises in protecting its own confidential information, but in no event less than a reasonable standard of care.
Confidential Information refers to any information disclosed in the course of this Agreement, including, but not limited to, legally protected information or any information designated by the disclosing Party as "Confidential" or "Strictly Confidential" at the time of disclosure, accompanied by the full name and address of the owner. This definition includes key words, topic names, settings, and content generated in the use of the Company’s services.
Any Party that discloses confidential information or fails to adhere to the confidentiality requirements set forth herein shall be held liable in accordance with applicable law.
Disclosure of confidential information to competent government authorities is permitted where required by applicable law, without entailing liability for the disclosing Party.
The Client may provide the Company with information related to identified or identifiable individuals (referred to as "Personal Data" and "Personal Data Subjects"). The Company is authorized to process Personal Data solely for the purposes of entering into and performing this Agreement, or as otherwise required by applicable law (including, but not limited to, compliance with anti-money laundering requirements, financial and currency controls, and debt collection). The Client consents to the Company disclosing Personal Data, without further approval, to other entities within the YouScan group for these purposes. The Company undertakes to process Personal Data with at least the same level of protection as is legally required from the Client. The Client warrants that the Personal Data Subjects have consented to the Company processing their Personal Data as described in this section.
Nothing in this section prevents the Company from disclosing the Client’s confidential information to its affiliates, data licensors, third-party vendors, legal advisers, accountants, potential investors, or other professional advisers, as necessary ("Permitted Recipients"), provided that the Company remains responsible for ensuring compliance by the Permitted Recipients with the terms of this Agreement.
The obligations of confidentiality set forth in this section shall remain in effect for the duration of this Agreement and for a period of three (3) years following its termination.
13. CLAIMS EXCHANGE
This section governs the procedure for exchanging claims between the Parties. The Parties may submit claims to one another via mail, courier, or email. Any claim submitted using these methods shall have the same legal effect and binding consequences for both the sender and the recipient, in accordance with applicable law and the provisions of this Agreement.
Claims sent by e-mail:
The Parties agree that claims sent from the email addresses provided in the contact details of the Parties (or, in the absence of an email address in the Client's contact details, the email address used during the Client's Account registration) shall be treated as having the same legal effect as claims sent in hard copy, signed by an authorized representative. The email message (hereinafter, the "Email") must include an attached file containing the signed claim.
The email address shown in the sender’s email program shall be deemed sufficient confirmation that the claim is being sent directly by a Party to this Agreement and is signed by an authorized person. The authority of the person sending the claim shall be presumed and shall not require additional proof of authorization.
Each Party warrants that only the Party and its duly authorized representatives will have access to the designated email addresses. The Parties further warrant that passwords, keys, and other access credentials for these email addresses will be kept strictly confidential.
A claim sent via email shall be deemed received by the intended recipient on the first business day following the date the email is sent, as evidenced by the timestamp in the sender’s email program. The date of sending shall be determined by the timestamp recorded in the sender’s email program.
The Parties acknowledge the legal and evidentiary validity of claims sent by email in accordance with these rules, including for the purposes of proving in commercial, civil, administrative, or criminal proceedings, and for demonstrating compliance with any mandatory pre-litigation dispute resolution procedures.
The act of sending a claim via email will be confirmed by the entries in the relevant fields of the sender's email program.
Each Party is responsible for regularly monitoring its designated email address for incoming messages. If a Party fails to do so, it assumes the risk of not receiving such messages. For the purposes of substantive and procedural law, any claim sent to the designated email address in accordance with these rules shall be considered received by the intended recipient.
The Parties agree to ensure the technical capability to send and receive emails of up to twenty megabytes (20MB) in size from the designated email addresses. If the size of an email exceeds 20MB, the sender shall divide the documents into multiple emails, each not exceeding 20MB. For the purposes of this section, the email size includes all attached files.
The provisions of these rules shall take precedence over any conflicting provisions in the Order Forms or addendums that directly or indirectly govern the claims exchange procedure, except in cases where the Parties have entered into a specific addendum that expressly modifies these particular rules. Such an addendum must reference the specific sections of this part of the Agreement being amended. Additionally, the provisions of these rules shall remain in effect unless the Parties agree to an addendum specifically changing the email addresses designated for sending and receiving claims.
The interpretation and application of this Agreement, including any Order Forms and all matters related thereto, shall be governed by the applicable law, without regard to principles of conflict of laws.
14. TERM OF THE AGREEMENT
This Agreement shall become effective upon the Client's acceptance, either during the Client’s registration for the Service via the Website or through the execution of Order Forms. The Agreement shall remain in effect until all Orders have either expired or been terminated in accordance with the terms outlined herein.
Mutual Termination. Either Party may terminate this Agreement at any time by providing written notice to the other Party under the following conditions: (a) The other Party is in material breach of this Agreement, and if such breach is remediable, fails to remedy the breach within thirty (30) days of receiving written notice specifying the breach; (b) The other Party initiates insolvency proceedings, becomes the subject of a petition for liquidation, or enters into any other proceedings related to insolvency, liquidation, bankruptcy, or assignment for the benefit of creditors, including similar proceedings under applicable law;(c) The other Party enters into an arrangement with its creditors due to concerns regarding insolvency.
Unilateral Termination by the Company. The Company reserves the unconditional right to terminate this Agreement by providing written notice to the Client. Such notice may be sent to the email address provided during the Client’s registration on the Service. The Agreement shall be deemed terminated immediately upon the Company sending the notice. In the event of early termination by the Company, the Client may be entitled to a prorated refund of any prepaid Fees for the unused portion of the Service, unless otherwise specified in this Agreement.
Cooling-Off Period (EU Consumers Only). If the Client is a consumer based in the European Union, the Client may have a statutory right to a “cooling-off” period regarding the purchase of certain goods and services. This period, if applicable, begins when the contract is formed and ends fourteen (14) calendar days thereafter. However, by expressly requesting immediate access to the Service upon payment or confirmation of the order, the Client waives the right to the cooling-off period. The Client acknowledges that once such access has been granted, the contract may not be canceled merely due to a change of mind.
15. REPRESENTATIONS AND WARRANTIES
Each Party represents and warrants to the other that it possesses all requisite powers, authority, and legal rights necessary to enter into and perform its obligations under this Agreement.
The Parties further represent and warrant that they uphold and maintain a zero-tolerance policy toward bribery and corruption. This policy strictly prohibits any form of corrupt activity, including but not limited to the making of facilitating payments or any payments intended to expedite formalities related to business activities or to secure an improper advantage in handling specific matters. In connection with this Agreement, neither Party nor their respective affiliates, employees, intermediaries, agents, commission agents, customs brokers, or any other Third-Parties directly or indirectly involved in the performance of this Agreement, will engage in, propose, authorize, or approve, either directly or indirectly, any payment, transfer of funds, or transfer of any valuable assets (whether tangible or intangible) to any person for the purpose of influencing actions or decisions to obtain any improper advantage, circumvent legal procedures, or achieve any other improper purpose.
In regard to the representations made in this section, the Parties shall adhere to, apply, and comply with the following national and international legal standards:
The guiding principles of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions;
The provisions of the US Foreign Corrupt Practices Act of 1977;
Other relevant provisions of Cypriot legislation concerning corruption and commercial bribery.
The Client represents and warrants that none of the Client, its Subsidiary, any beneficial owner, director, officer, or, to the Client's knowledge, any agent, employee, or affiliate of the Client and its Subsidiary, or any other person acting on behalf of, and with authority from, the Client and its Subsidiary, is an individual or entity that is, or is owned or controlled by an individual or entity that is, (i) the subject of any economic or trade sanctions by the U.S., United Nations Security Council, European Union, or other relevant sanctions authorities (collectively, "Sanctions"), or (ii) located, organized, engaged in any business activities, or having resident status in a country or territory that is the subject of Sanctions (including the Russian Federation). At the request of the Company, the Client agrees to promptly provide any relevant documents and other necessary information to confirm the above Representations and Warranties, including but not limited to, information on the ownership structure and information on the ultimate beneficiaries. If the above Representations and Warranties are breached, the Company shall have the right to immediately terminate this Agreement without refund of the fee previously paid by the Client. In the event of such breach, the Company reserves the right, at its sole discretion, to temporarily or permanently restrict access to the Client's Account(s) and permanently erase the data (content), or materials associated with the Client's Account(s) without any obligation to provide a refund or similar compensation. Furthermore, the Client shall be liable for any and all damages and expenses incurred by the Company as a direct or indirect result of such breach, including, but not limited to, attorney fees, filing fees, transcript fees, fees for serving process, and any other expenses associated with investigating, remedying, or mitigating the effects of the breach.
In the event that either Party suspects that a breach of any provisions of this Agreement has occurred or is likely to occur, that Party shall promptly and without delay notify the other Party in writing of its suspicions. The written notice must provide reasonable details regarding the suspected breach.
The Client represents and warrants that it maintains, and will continue to maintain throughout the term of this Agreement, adequate insurance coverage appropriate to its use of the Services and the nature of its business operations. This includes, where applicable, coverage for liabilities arising from: (i) the processing or combination of data (content) obtained through the Services with sensitive, proprietary, or regulated content (including, but not limited to, data (content) governed by healthcare, financial, or other industry-specific regulations); (ii) large-scale public campaigns, marketing initiatives, or sentiment analysis involving user-generated content or content of a potentially controversial nature; and (iii) high-volume or enterprise-scale use of the Services, where the financial or reputational consequences of data misuse, breach, or third-party claims may be significant. Upon reasonable request by the Company, the Client shall provide evidence of such insurance coverage. Nothing in this section limits the Client’s indemnification obligations under this Agreement.
The representations set forth in Sections 15.1–15.6 of this Agreement are fundamental to the Company’s decision to enter into and perform under this Agreement. These representations constitute essential terms within the meaning of applicable law, and the Company relies on their accuracy in executing and fulfilling its obligations under the Agreement.
Should any of the representations contained in this section prove to be inaccurate or false, the Party that provided such representations shall, upon written demand from the other Party, pay a penalty equal to double the payment amount specified in the respective Order Form. Additionally, the Party providing the inaccurate representation shall fully indemnify the other Party for all losses incurred as a result of the inaccuracy, to the extent such losses are not covered by the penalty payment.
The non-breaching Party may unilaterally terminate this Agreement or any specific Order Form by providing written notice to the other Party, with the termination becoming effective as of the date specified in such notice. In such an event, the terminating Party shall not be obligated to reimburse the other Party for any expenses already incurred in relation to compliance with the terms of the Agreement.
16. GOVERNING LAW AND JURISDICTION
This Agreement, together with all Order Forms, addendums, and any matters not explicitly covered herein, shall be governed by and construed in accordance with the laws of the Republic of Cyprus. Any disputes arising out of or in connection with this Agreement or the services provided under it shall be subject to the exclusive jurisdiction of the courts of Nicosia, Cyprus. The Parties hereby expressly and unconditionally (i) submit to the exclusive jurisdiction of these courts, and (ii) waive any right to challenge the venue or seek a change of venue, to the fullest extent permitted by law.
17. MISCELLANEOUS PROVISIONS
Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
No Waiver by the Company. The Company's failure to enforce strict compliance with any provision of these Terms of Service shall not constitute a waiver of that provision or any other provision. Such non-enforcement shall not limit the Company's right to enforce such provision or any other provision at a later time. No delay or failure by the Company to exercise any right or remedy under these Terms of Service shall operate as a waiver of that or any other right or remedy. A waiver by the Company in one instance does not constitute a waiver of any rights or remedies in any other instance.
Severability. If any term or provision of this Agreement is found to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or render such term or provision invalid or unenforceable in any other jurisdiction. Upon such determination that any term or provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to reflect the original intent of the Parties as closely as possible in a mutually acceptable manner, ensuring that the transactions contemplated herein are consummated to the greatest extent possible as originally intended.
Entire Agreement and Amendments. This Agreement, together with any applicable Order Form(s) and any referenced documents, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes any and all prior or contemporaneous negotiations, agreements, or understandings. In the event of any conflict between the terms of this Agreement and the terms of any Order Form, the Order Form’s terms shall prevail unless expressly stated otherwise in the Order Form. Amendments to this Agreement shall only be valid if made in writing and signed by the authorized representatives of both Parties. All attachments and addendums related to this Agreement shall reference the Agreement and include the date of execution.
Communication and Delivery. Unless otherwise provided by this Agreement, all communications between the Parties, including the exchange of information or materials, shall be conducted in writing. Written communications (including claims, notices, etc.) shall be delivered by post, courier, fax, email, or in person, provided the method of delivery allows for confirmation of receipt, including the date and time of delivery. For hard copy communications, visual comparison of signatures of the authorized representatives and seal impressions with the Parties' specimen records shall be sufficient to confirm authenticity. For email communications, an email server delivery report shall serve as sufficient proof of receipt.
Notification of Contact Information Changes. The Parties shall notify each other of any changes to their respective business addresses, contact telephone and fax numbers, or banking details within five (5) business days of such changes. Changes to email addresses shall be communicated within twelve (12) hours of the change. If a Party fails to fulfill these obligations, any communications sent to the details provided in this Agreement shall be deemed duly sent and received.
Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
Interpretation. For purposes of this Agreement: (a) the word "or" is not exclusive; (b) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole; (c) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (d) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (x) to sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments, and appendices attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The Parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.