END USER LICENSE AGREEMENT
Version January 2024

This End User License Agreement (the “EULA”) governs your use of the Platform provided by the company TaDaweb S.A., a société anonyme (public limited company registered with the Luxembourg Trade and Companies Register under the number B165616), with its registered office located at 3, avenue du Swing, 4367 Belvaux, Grand-Duchy of Luxembourg (the “Provider”).

This EULA supplements the License Agreement as defined under Section 1 below.

If you are agreeing to be bound by this EULA on behalf of your employer or any other person, you confirm that you have full legal authority to do so and that such employer or other person will be bound by the EULA.

This EULA may be accessed and consulted at any time on the Platform (as defined herein), once you have logged in. You shall ensure that all persons accessing the Platform on your behalf comply with this EULA.

The Provider may amend this EULA at any time by notice provided to you in accordance with this EULA, and your continued use of the Platform at any point at least 30 calendar days after the notice date will constitute your acceptance of the amendment of this EULA. The Provider may require that you accept the amended EULA in order to continue using the Platform. If you decline to accept the amended EULA, the Provider may terminate your use of the Platform.

DEFINITIONS
1. The words and expressions contained hereinafter which begin with a capital letter are used herein with the following meanings:
LICENSE
1. Subject to compliance with the Applicable Conditions, the Provider grants to you a limited, non-exclusive and non-transferable license to access and use the Platform for the Term.
2. As a consequence, your rights to use the Platform depend fully on your compliance with the Applicable Conditions and are valid only during the Term.
ENTRY INTO FORCE, AUTHORISED ACCESS, AND USE
1. The Provider grants to the Client a limited, non-exclusive, and non-transferable license to access and use the Software. Any resale or further distribution of the access to the Software constitutes a material breach of this Agreement.
2. Access to the Software is only granted to the End User and the use of the Software shall always be made in accordance with the Applicable Conditions and only in a secure environment in order to restrict unauthorised access to the Platform. It is expressly forbidden to use the Software for any illegal or unauthorised purposes, or through deployment of robots (bots), crawlers and similar devices.
3. The Client acknowledges that the use of the Software, and that the collection and further processing of any Data through the Software, is made at the End User’s own risk. The Provider shall in no way be liable for any interruption to or malfunction of the Software owed to the Client’s breach of the Applicable Conditions or exceeding Fair Usage, and the Client shall not be entitled to make any claim against the Provider in this respect. Access to the Software may be suspended during maintenance operations or during operations relating to the updating of the Provider’s IP of the Platform and/or of its functions.
4. The User shall access the Platform only in a secure environment, and never gain or attempt to gain unauthorised access to the Platform or to software, services or networks connected to, or inter-operating with, the Platform, or to content stored or delivered through the Platform, by any means, including by hacking, spoofing or seeking to circumvent or defeat any firewalls or other protections and security measures of whatever nature, and never defeat or circumvent, attempt to defeat or circumvent, or authorise or assist any third-party in defeating or circumventing controls on the use of the Platform.
UPDATES AND MODIFICATIONS
1. The Provider may from time to time deploy an Update, and as a result of any such deployment you may not be able to use the Platform until any such Update is fully installed or activated. Each Update will be deemed to form a part of the Platform for all purposes under this EULA. Updates may include both additions to, and removals of, any particular features or functionality offered by the Platform or may replace it entirely, and the Provider will determine the content, features, and functionality of the updated Platform in its sole discretion.
2. The Provider is not required to offer you the option to decline or delay Updates, but in any event, you may need to download and/or permit installation or activation of all available Updates to obtain maximum benefit from the Platform. The Provider will coordinate with you and your organisation on the appropriate time to deploy an update. The Provider in its sole discretion will determine when and if Updates are appropriate and has no obligation to make any Updates available to you. The Provider in its sole discretion may stop providing Updates.
DATA PROTECTION
1. You acknowledge the Provider may process personal data concerning you for the purpose of performing its obligations under this EULA in accordance with its Privacy Policy. When you use the Platform, our servers automatically record information including your Internet protocol address, username and the date and time of your request (the “Log Data”). We delete Log Data after 30 calendar days.
2. We use cookies, which are small text files that are unique to your account on the Platform or your browser and are sent by your computer whenever you use the Platform. We only use “session” cookies that last until you log out or your session expires. We collect information about the device you are using, including your browser type and browser settings. We record when you use the Services and which actions you perform while using the Services. For example, we record what tools are being used and how often.
3. We require a username and a display name to use the Platform and users have the option of uploading a profile photo (the “Account Information”). Users are not required to use their real names nor their real photo. We delete Account Information when your account is deleted or when the contract between the Provider and you or your employer is terminated.
4. The Platform uses third-party products that Tadaweb does not own or control via APIs, including APIs that require users to connect with their personal accounts to be able to use. Subject to our Privacy Policy, the Platform may use Google API Services to collect data, including personal data, from YouTube. Further information may be found in the Google Privacy Policy, available at http://www.google.com/policies/privacy. In cases where users connect to APIs using their personal account, the Provider collects a unique identifier for that account, such as the account’s email address or ID, which is necessary to link the account with the Provider. If you enter user credentials to any web form, the Provider does not see or collect this data. We delete this information when you disconnect your personal APIs accounts, you Platform account is deleted or the contract between the Provider and your employer has terminated.
OWNERSHIP RIGHTS; INTELLECTUAL PROPERTY; RESTRICTIONS
1. The Platform, the Provider’s IP and any associated documentation are the intellectual property of the Provider and are protected by applicable copyright laws. The structure, organisation and computer code of the Platform are valuable trade secrets and confidential information of the Provider. To the extent the Client provides any comments or suggestions about the Provider’s IP or the Platform to the Provider, the Client grants the Provider the right and license to retain and use any such comments or suggestions for any purpose in its current or future products or services, without further compensation to the Client and without Client’s approval of such retention or use.
2. The Client’s use of the Software does not grant the Client any rights or title to any intellectual property rights in the Platform, the Provider’s IP, and/or any associated documentation. All rights to the above, including all associated copyrights, patents, trade secret rights, trademarks, features, functionalities, texts, graphics, images, logos, button icons, software, and other intellectual property rights, are reserved by the Provider.
3. The Platform, the Provider’s IP and any associated documentation are the intellectual property of the Provider and are protected by applicable copyright laws, international treaty provisions and other applicable laws of the country in which the Platform is being used. The structure, organisation and computer code of the Platform are valuable trade secrets and confidential information of the Provider. To the extent you provide any comments or suggestions about the Provider’s IP or the Platform to the Provider, you grant the Provider the right and license to retain and use any such comments or suggestions for any purpose in its current or future products or services, without further compensation to you and without your approval of such retention or use.
4. You may not copy or use the Platform, the Provider’s IP and/or any of the elements described in this Section 5, except as set forth in this EULA. You may not, and may not permit any third-party to: (i) use any authorisation code, license number, username/password combination or other activation code or number supplied by the Provider in connection with the Platform (the “Activation Code”) on, or for, more than the number of licenses specified by the Applicable Conditions; (ii) disclose any Activation Code to any party other than the Provider its designated representatives, except as expressly authorised by law; reverse engineer, disassemble, decrypt, decompile, translate, reconstruct, transform or extract the Platform or any portion of the Platform (including any related malware signatures and malware detection routines) except to the extent that this cannot be prohibited if essential for achieving interoperability (and then shall be limited solely to achieving interoperability and for no other purpose and any information obtained shall be confidential); or change, modify or otherwise alter the Platform (including any related malware signatures and malware detection routines); (iii) except as authorised by a separate agreement between you and the Provider, publish, resell, assign, distribute, broadcast, transmit, communicate, transfer, pledge, rent, lease, share, host, outsource, sublicense or otherwise commercially exploit the Platform; (iv) use the Platform to provide or build a product or service that competes with the Platform; (v) use the Platform in a manner that violates Fair Usage; (vi) use or attempt to use the Platform to upload, store or transmit any Data, information or materials that: infringe the intellectual property or other rights of third parties; contain any unlawful, harmful, threatening, abusive, defamatory or otherwise objectionable material of any kind; or otherwise in any way damage, disable or impair the operation of the Platform; (vi) gain or attempt to gain unauthorised access to the Platform or to software, services or networks connected to, or inter-operating with, the Platform, or to content stored or delivered through the Platform, by any means, including by hacking, spoofing or seeking to circumvent or defeat any firewalls or other protections and security measures of whatever nature; (vii) test or benchmark, or disclose or publish testing or benchmark results, for the Platform without Provider’s prior written consent; (viii) defeat or circumvent, attempt to defeat or circumvent, or authorise or assist any third-party in defeating or circumventing controls on the use of the Platform; (ix) share any Provider’s IP, or content generated by your use of the Platform (such as, for example, the results of your search queries or alerts) outside your organisation without prior authorisation from the Provider; or (x) sell, re-sell or distribute any Provider’s IP, or content generated by your use of the Platform (such as, for example, the results of your search queries or alerts) without Provider’s prior consent.
5. Nothing in this EULA shall give you or any other person any right to access or use the source code of the Platform or constitute a licence of source code.
THIRD-PARTY CONTENT
1. The Client acknowledges that its access and use of the Software will entail access and use of APIs, and the Client acknowledges the respective API Terms and Conditions. In particular, the Client agrees to be bound by the YouTube Terms of Service, available at https://www.youtube.com/t/terms. The Provider shall in no way be liable for the availability of the APIs nor for the API Terms and Conditions, and the Client shall not be entitled to make any claim against the Provider in this respect. The Client expressly acknowledge that it will always: (i) undertake to abide by the respective API Terms and Conditions; (ii) bear full responsibility for the use the Client makes of the APIs and/or for the calls and accesses to third-party services the Client shall make through such APIs, especially with regard to the rules of Fair Usage. The Provider shall in no way be liable for any Client breaches of the API Terms and Conditions, and the Client shall not be entitled to make any claim against the Provider in this respect.
2. The Client acknowledges that use of the Platform may entail that the Client access Third-Party Content, such as (without limitation) websites or any other online spaces (such as the “dark web”). The Provider strongly encourages the Client to read the terms and conditions and privacy statements of such Third-Party Content as the Provider does not have control over such Third-Party Content or websites, and as such, cannot be held responsible for such Third-Party Content or websites, or for the availability of the latter. Furthermore, the Provider shall in no way be liable and makes no representations or warranties for such Third-Party Content and websites, or any content available or linked to through such Third-Party Content and websites. The Client undertakes to always release and hold harmless the Provider in the event where an infringement should occur through Client’s use of the Software.
3. You expressly acknowledge that you will always: (i) undertake to abide by the API Terms and Conditions; (ii) bear full responsibility for the use you shall make of the APIs and/or for the calls and accesses to third-party services you shall make through such APIs, especially with regard to the rules of fair usage described in the APIs Terms and Conditions.
4. The Provider shall in no way be liable for any of your breaches of the API Terms and Conditions, notably with respect to the “fair use” policy described in the API Terms and Conditions, and you shall not be entitled to make any claim against the Provider in this respect.
5. You acknowledge that your use of the Platform may entail that you access third-party content, such as (without limitation) websites or any other online spaces (such as the “dark web”). The Provider strongly encourages you to read the terms and conditions and privacy statements of such Third-Party Content and websites.
6. The Provider does not have control over such third-party contents or websites, and as such, cannot be held responsible for such third-party contents or websites, or for the availability of the latter. Furthermore, the Provider shall in no way be responsible and makes no representations or warranties for such third-party contents and websites, or any content available or linked to through such third-party contents and websites.
WARRANTIES; INDEMNITIES; LIMITATIONS; EXLUSIONS
1. The Provider provides the Platform within the framework of a best-effort obligation. The Provider does not warrant the performance or results you may obtain by using the Platform. The Platform is provided “as is”, and the Provider makes no express or implied warranties or conditions and, to the maximum extent permitted by law, disclaims any and all warranties and conditions implied by law, including to the full extent permitted by applicable law implied warranties or conditions of non-infringement of third-party rights, title, merchantability, suitable quality, or fitness for any particular purpose.
2. The Provider does not warrant that the operation of the Platform will be uninterrupted or error free, that the Platform will work properly on any given device or with any particular configuration of hardware and/or software. In particular, the Provider is in no way liable, which you shall accept without reserve: (i) for defects in your equipment and/or devices; (ii) for interruptions, slowness and the lack of Internet access or any other problem affecting transmissions on the telecommunications networks and disrupting the Platform; (iii) for the non-compliance of the Data with the legislation in force; (iv) for the inaccuracy of the Data or for the incompleteness of certain Data which would however be indispensable for the provision of the Platform; or (v) for the loss, deterioration or accidental destruction of the Data, in particular if a third-party has accessed the Platform using the Identifiers. However, access to the Platform may be suspended during maintenance operations or during operations relating to the updating of the Provider’s IP of the Platform and/or of its functions.
3. You acknowledge that the Platform makes use of APIs and consolidates information supplied by third parties and that the Provider shall not be responsible for such APIs or information. You and not the Provider are solely responsible for all use of APIs accessed and information obtained or generated by the Platform on your instruction and any resulting decisions.
4. You shall indemnify and shall keep the Provider and its group of companies indemnified against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Provider and arising directly or indirectly as a result of: (i) claims by third parties that your use of APIs or information is in breach of their rights; and/or (ii) any breach by you of this EULA (each an Indemnity Event).
5. The Provider must: (i) upon becoming aware of an actual or potential Indemnity Event, notify you; (ii) provide you with all such assistance as may be reasonably requested by you in relation to the Indemnity Event; (iii) allow you the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Indemnity Event; and (iv) not admit liability to any third-party in connection with the Indemnity Event or settle any disputes or proceedings involving a third-party and relating to the Indemnity Event without your prior written consent.
6. Nothing in this EULA will: (i) limit or exclude any liability for death or personal injury resulting from negligence; (ii) limit or exclude any liability for fraud or fraudulent misrepresentation; (iii) limit any liabilities in any way that is not permitted under applicable law; or (iv) exclude any liabilities that may not be excluded under applicable law.
7. The Provider will not be liable to you in respect of any losses arising out of a Force Majeure Event, being an event, or a series of related events, that is outside the reasonable control of the Provider (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third-party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars).
8. The Provider will not be liable to you respect of: (i) any loss of profits or anticipated savings; (ii) any loss of revenue or income; (iii) any loss of business, contracts, or opportunities; (iv) any loss or corruption of any data, database, or software; (v) any special, indirect or consequential loss or damage; (vi) any third-party APIs or information accessed via the Platform.
9. The amounts ascribed to limitations on liability in the Licence Agreement shall apply to any claims arising out of this EULA.
MISCELLANEOUS
1. The Provider may at any time deliver any notice to you: (i) via electronic mail or (ii) via the Platform. Notices given by us to you will be deemed received and properly served: (i) 24 hours after an email is sent; or (ii) 24 hours after being posted on the Platform. In proving the service of any notice, it will be sufficient to prove: (i), in the case of an email, that such email was sent to the email address of the recipient given for these purposes; or (ii) the case of posting on the Platform, that the Platform was generally accessible to customers for a period of 24 hours after the first posting of the notice.
2. The Licence Agreement and this EULA constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this EULA or the Licence Agreement. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this EULA or the Licence Agreement.
3. Each of the terms of this EULA operates separately. If any court of competent authority decides that any of them are illegal, invalid, or unenforceable, the remaining terms will remain in full force and effect.
4. The failure of either party to insist upon the strict performance of any of the terms, conditions and provisions of this EULA shall not be construed as a waiver or relinquishment of future compliance with this EULA. No waiver of any term or condition of this EULA on the part of either party shall be effective for any purpose whatsoever unless such waiver is in writing and signed by an authorised person of such party. The waiver by either party of a breach of any provision of this EULA by the other party shall not be construed as a continuing waiver of such breach or as a waiver of other breaches of the same or of other provisions of this EULA.
5. You may not assign your rights or obligations under this EULA without the prior written consent of the Provider.
6. The Provider may assign this EULA at any time in its sole discretion without any prior written consent by you.
GOVERNING LAW AND JURISDICTION
1. To the fullest extent permitted by law, you expressly waive any right to a jury trial in any action, suit, proceeding, or claim arising out or connected with this EULA.
2. If you are is located in the United States or its territories or possessions, this EULA and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with its subject matter or formation shall be governed by the laws of the State of Delaware and each party irrevocably agrees that the state and federal courts located in Wilmington, Delaware shall have exclusive jurisdiction to settle any claim (including non-contractual disputes or claims) arising out of in connection with this EULA or its subject matter or formation.
3. If you are is located in the Canada, this EULA and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with its subject matter or formation shall be governed by the laws of the Province of Ontario and each party irrevocably agrees that the courts of the Province of Ontario shall have exclusive jurisdiction to settle any claim (including non-contractual disputes or claims) arising out of in connection with this EULA or its subject matter or formation.
4. If you are located in the United Kingdom, this EULA and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with its subject matter or formation shall be governed by the laws of English law and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any claim (including non-contractual disputes or claims) arising out of in connection with this EULA or its subject matter or formation.
5. If you are located in a territory other than those listed in Sections 9.2. to Section 9.4., this EULA and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with its subject matter or formation shall be governed by the laws of the Grand-Duchy of Luxembourg and each Party irrevocably agrees that the judicial district of Luxembourg-City shall have exclusive jurisdiction to settle any claim (including non-contractual disputes or claims) arising out of in connection with this Contract or its subject matter or formation.
6. The Platform requires an active and stable connection to the Internet in order to function. It is therefore your responsibility to ensure that you have at all times an active and stable Internet connection.
7. You undertake to keep confidential the contents of this EULA, the License Agreement, and the Applicable Conditions, as well as the Provider’s IP and contents generated through your use of the Platform. This confidentiality obligation will remain in full effect for a period of ten (10) years after this EULA terminates. Nothing in this EULA shall prevent any individual from reporting any reportable office to the applicable authorities.
8. Once this EULA terminates, you acknowledge that the following will remain in full effect: Sections: 6, 7, 8, 9.2. to 9.5, 10.2. to 10.5., 10.7. of the EULA, any provisions of this EULA limiting or excluding the liability of the Provider towards you.
9. You undertake to make your employees and/or your contractors and/or any third parties under your responsibility (altogether, “Your Employees”) fully aware of the terms and conditions of this EULA and of the Privacy Policy. In this respect, you acknowledge that you shall remain fully liable in case of breach of such terms by Your Employees, and that you shall release and hold the Provider harmless should such breach occur.

END USER LICENSE AGREEMENTVersion January 2024

END USER LICENSE AGREEMENT
Version January 2024