This End User License Agreement supplements the Terms of Service and specifies the agreement between You and Tadaweb regarding the access and use of the Tadaweb Platform and Services (the "EULA").
PLEASE READ CAREFULLY BEFORE USE.
If You are agreeing to be bound by this EULA on behalf of the Client, You confirm that You have full legal authority to do so and that the Client will be bound by the EULA, in which case the terms "You" and "Your" when used in this EULA refers to that End User or Client.
This EULA may be accessed and consulted at any time on the Tadaweb Platform, once You have logged in, and is made available at https://www.tadaweb.com/eula . The Client shall ensure that all persons accessing the Platform on your behalf comply with this EULA.
Tadaweb may amend this EULA at any time by Notice (as defined herein) provided to You in accordance with Section 8.1., and Your continued use of the Services at any point at least thirty (30) calendar days after the Notice's delivery will constitute the Client's acceptance of the amendment of this Agreement. If You decline to accept the amended EULA, Tadaweb may temporarily or permanently restrict Your access to the Services. Tadaweb may require that You accept the amended EULA in order to continue using the Platform. If You decline to accept the amended EULA, Tadaweb may terminate Your use of the Platform.
The words and expressions contained hereinafter which begin with a capital letter, irrespective of whether they are in the singular or the plural, are used herein with the following meanings:
1.1. "Identifiers" or "Access Codes" means jointly both Your username and the password for connection selected by You to access the Tadaweb Platform.
1.2. "Term" means the period of performance for the License indicated and agreed upon in the relevant Order Form, including any agreed upon extensions or renewals of the agreed periods.
1.3. Other words and expressions contained hereinafter which begin with a capital letter have the meanings defined in the Terms of Service.
2.1. You acknowledge that the access and use of the Services, and that the collection and further processing of any Data through the Services, is made at Your own risk. Tadaweb shall in no way be liable for any interruption to or malfunction of the Services owed to Your breach of the Applicable Conditions or exceeding Fair Usage, and You shall not be entitled to make any claim against Tadaweb in this respect. Access to the Services may be suspended during maintenance operations or during operations relating to the updating of Tadaweb's IP or the Tadaweb Platform and/or of its functions.
2.2. You shall never gain or attempt to gain unauthorized access to the Tadaweb Platform or to software, services or networks connected to, or inter-operating with, the Tadaweb 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 authorize or assist any third-party in defeating or circumventing controls on the use of the Tadaweb Platform.
3.1. Tadaweb may from time to time deploy an Update, and as a result of any such deployment You may not be able to use the Tadaweb Platform until any such Update is fully installed or activated. Each Update will be deemed to form a part of the Tadaweb Platform for all purposes under this EULA. Updates may include both additions to, and removals of, any particular features or functionality offered by the Tadaweb Platform or may replace it entirely, and Tadaweb will determine the content, features, and functionality of the updated Tadaweb Platform in its sole discretion.
3.2. Tadaweb 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 Tadaweb Platform. Tadaweb will coordinate with You and the Client on the appropriate time to deploy an update. Tadaweb in its sole discretion will determine when and if Updates are appropriate and has no obligation to make any Updates available to You. Tadaweb in its sole discretion may stop providing Updates.
4.1. You acknowledge Tadaweb may process personal data concerning You for the purpose of performing its obligations under this EULA in accordance with our Privacy Policy which is made available at https://tadaweb.com/privacy/ . When You use the Tadaweb Platform, our servers automatically record information including Your Internet protocol address, username and the date and time of Your request (the "Log Data"). Tadaweb deletes Log Data after thirty (30) calendar days.
4.2. For compliance and auditing purposes, certain actions of End Users may be logged and kept for one (1) year. If requested, the scope and retention of the logs can be amended to the particular needs of the Client.
4.3. Tadaweb uses cookies, which are small text files that are unique to Your account on the Tadaweb Platform or Your browser and are sent by your computer whenever you use the Tadaweb Platform. Tadaweb only uses "session" cookies that last until You log out or Your session expires. Tadaweb collects information about the device You are using, including Your browser type and browser settings. Tadaweb records when You use the Services and which actions You perform while using the Services. For example, Tadaweb records what tools are being used and how often.
4.4. Tadaweb requires a username and a display name to use the Tadaweb Platform and users have the option of uploading a profile photo (the "Account Information"). You are not required to use Your real names nor Your real photo. Tadaweb deletes Account Information when Your account is deleted or when the Agreement between Tadaweb and the Client is terminated.
4.5. The Tadaweb 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 Tadaweb 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 athttp://www.google.com/policies/privacy. In cases where users connect to APIs using their personal account Tadaweb collects a unique identifier for that account, such as the account's email address or ID, which is necessary to link the account with Tadaweb. If You enter user credentials to any web form, Tadaweb does not see or collect this data. We delete this information when You disconnect Your personal APIs accounts, You Tadaweb Platform account is deleted or the contract between Tadaweb and the Client has terminated.
5.1. The Tadaweb Platform, Tadaweb's IP and any associated documentation are the intellectual property of Tadaweb and are protected by applicable copyright laws. The structure, organization and computer code of the Tadaweb are valuable trade secrets and confidential information of Tadaweb. To the extent You provide any comments or suggestions about Tadaweb's IP or the Tadaweb Platform to Tadaweb, You grant Tadaweb 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 Your and without Your approval of such retention or use.
5.2. Your use of the Services does not grant You any rights or title to any intellectual property rights in the Tadaweb Platform, the Tadaweb'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 Tadaweb.
5.3. You may not copy or use the Tadaweb Platform, Tadaweb'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 authorization code, license number, username/password combination or other activation code or number supplied by Tadaweb in connection with the Tadaweb 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 Tadaweb and its designated representatives, except as expressly authorized by law; reverse engineer, disassemble, decrypt, decompile, translate, reconstruct, transform or extract the Tadaweb code or any portion of the Tadaweb 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 Tadaweb Platform (including any related malware signatures and malware detection routines); (iii) except as authorized by a separate agreement between You and Tadaweb, publish, resell, assign, distribute, broadcast, transmit, communicate, transfer, pledge, rent, lease, share, host, outsource, sublicense or otherwise commercially exploit the Tadaweb Platform; (iv) use the Platform to provide or build a product or service that competes with the Tadaweb Platform; (v) use the Tadaweb Platform in a manner that violates Fair Usage; (vi) use or attempt to use the Tadaweb 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 Tadaweb Platform; (vi) gain or attempt to gain unauthorized access to the Tadaweb Platform or to software, services or networks connected to, or inter-operating with, the Tadaweb Platform, or to content stored or delivered through the Tadaweb 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 Tadaweb Platform without Tadaweb's prior written consent; (viii) defeat or circumvent, attempt to defeat or circumvent, or authorize or assist any third-party in defeating or circumventing controls on the use of the Tadaweb Platform; (ix) share any Tadaweb's IP, or content generated by Your use of the Tadaweb Platform (such as, for example, the results of Your search queries or alerts) outside your organization without prior authorization from Tadaweb; or (x) sell, re-sell or distribute any Tadaweb's IP, or content generated by Your use of the Tadaweb Platform (such as, for example, the results of Your search queries or alerts) without Tadaweb's prior consent.
5.4. Nothing in this EULA shall give You or any other person any right to access or use the source code of the Tadaweb or constitute a license of source code.
6.1. 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.
6.2. Tadaweb 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 Tadaweb in this respect.
6.3. You acknowledge that Your use of the Tadaweb Platform may entail that You access third-party content, such as (without limitation) websites or any other online spaces (such as the "dark web"). Tadaweb strongly encourages You to read the terms and conditions and privacy statements of such Third-Party Content and websites.
6.4. Tadaweb 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, Tadaweb 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.
6.5. You acknowledge and agrees it is solely responsible and solely liable for any Data provided and/or accessed by You on any Third-Party Platforms, as well as any communications or interactions between You and any third parties through such Third-Party Platforms. Tadaweb does not have any control regarding the Data You may provide on the Tadaweb Platform nor have any right to or control of the Third-Party Content that You access through the Services.
6.6. Tadaweb has no obligation to conduct any verification, modification, filtering, or deletion of any Data nor does it warrant a continuous uninterrupted feed of Data. Tadaweb undertakes to use commercially reasonable efforts to make all data available to its End Users at the time of subscription. Tadaweb, however, has the right to exclude certain Data from search results or otherwise make it inaccessible if Tadaweb, in its sole discretion, believes the provision of such data would cause Tadaweb to violate agreements with third parties or to infringe on intellectual property or other proprietary rights of third parties or any applicable laws and/or regulations. Further, Tadaweb cannot guarantee that historical data will be available at all times. If a Third-Party Platform requires Tadaweb to erase all or part of the historical data, Tadaweb shall comply with such requirement. Further, once an Order Form expires or terminates, Tadaweb shall have no obligation to retain any historical content and shall be fully entitled to erase such content. Nevertheless, You agrees that, as Tadaweb is dependent upon (i) Third-Party Platforms, and upon (ii) international legislation (including but not limited to intellectual property, copyright, or data protection), it cannot represent and warrant that such access to Data (or to specific parts of the Data) can be guaranteed over the entire course of the Agreement.
6.7. You understand that You remain subject to Tadaweb's on-going compliance review, specifically in regard to the use made by End Users of the Services for the purposes of (i) the performance of the Services including support, maintenance, and account management services; (ii) the compliance with the Fair Usage; (iii) the compliance with applicable Third-Party Platforms conditions; and (iv) compliance with Applicable Law and/or other regulations, including but not limited to the GDPR, CCPA, and other applicable data protection regulations. You also acknowledge that certain Third-Party Platforms may require Tadaweb to share identity and usage information about entities receiving the Data that is provided by such Third-Party Platforms. You understand and agree that Tadaweb, in good faith, would comply with such requirements from Third Party Platforms to the extent they pertain to compliance review. At any time, and at its own discretion or the direction of the relevant Third-Party Platform, or by running an internal inquiry, Tadaweb may determine that Your use of the Services does not meet the requisite conditions included in in this EULA, preventing Tadaweb from granting further access to the Services, in whole or in part.
6.8. You cannot use the Services for illegal purposes or in an unethical manner including for generating hate speech, "targeting" of political opponents, or for any purpose that would be detrimental to the interests or reputation of Tadaweb. You cannot (i) use the Services in a way that breaches the terms of this EULA; (ii) gain or attempt to gain or grant to others unauthorized access to the Services; (iii) to communicate any material which is illegal, unlawful, or obscene, unacceptable, defamatory, abusive, immoral or offensive, such as spamming, hacking, phishing, or harassing; (iv) use the Services in a manner that would in a breach of the reasonable expectation of privacy or the law of privacy of the data subject; (v) interfere in any manner with, or disrupt the integrity or performance of, the Services or their operation, or the hardware and network used to operate the Services; (vi) to breach the Applicable Law; (vii) to breach the laws applicable to Third-Party Platform; or (viii) for any other use which may be detrimental or defamatory in any way to Tadaweb, its business or employees, or its clients or partners. Tadaweb reserves the right to determine (in its sole discretion) whether use of the Services in breach of this Section 6 constitutes a material breach and may lead to termination of the Agreement by Tadaweb.
6.9. You accept that Tadaweb reserves the right to notify any competent authority or Third-Party Platform of any action or conduct by You while using the Services that Tadaweb may deem to be unlawful or infringing, without any prior notification to You.
6.10. In case of breach of any of the above-mentioned conditions Tadaweb may be free to terminate the Services with or without prior notice, and without prejudice to our other rights or remedies.
7.1. Tadaweb provides the Tadaweb Platform within the framework of a best-effort obligation. Tadaweb does not warrant the performance or results You may obtain by using the Tadaweb Platform. The Tadaweb Platform is provided "as is", and Tadaweb 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.
7.2. Tadaweb does not warrant that the operation of the Tadaweb Platform will be uninterrupted or error free, that the Tadaweb Platform will work properly on any given device or with any particular configuration of hardware and/or software. In particular, Tadaweb 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 Tadaweb 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 Tadaweb Platform; or (v) for the loss, deterioration or accidental destruction of the Data, in particular if a third-party has accessed the Tadaweb Platform using the Identifiers. However, access to the Tadaweb Platform may be suspended during maintenance operations or during operations relating to the updating of Tadaweb's IP of the Tadaweb Platform and/or of its functions.
7.3. You acknowledge that the Tadaweb Platform makes use of APIs and consolidates information supplied by third parties and that Tadaweb shall not be responsible for such APIs or information. You and not Tadaweb are solely responsible for all use of APIs accessed and information obtained or generated by the Tadaweb Platform on Your instruction and any resulting decisions.
7.4. The amounts ascribed to limitations on liability in the Terms of Service shall apply to any claims arising out of this EULA.
8.1. Tadaweb may at any time deliver to You: (i) via electronic mail or (ii) via the Tadaweb Platform. Notices given by Tadaweb 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 Tadaweb 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 Tadaweb Platform, that the Tadaweb Platform was generally accessible to the End Users for a period of 24 hours after the first posting of the notice.
8.2. 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 License Agreement.
8.3. Each of the terms of this EULA operates separately. If any court or competent authority decides that any of them are illegal, invalid, or unenforceable, the remaining terms will remain in full force and effect.
8.4. The failure of either You or Tadaweb 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 You or Tadaweb shall be effective for any purpose whatsoever unless such waiver is in writing and signed by an authorized person. The waiver by either You or Tadaweb of a breach of any provision of this EULA by the either You or Tadaweb 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.
8.5. The Tadaweb 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.
8.6. You undertake to keep confidential the contents of this EULA, as well as Tadaweb's IP and contents generated through Your use of the Tadaweb Platform. Nothing in this EULA shall prevent any individual from reporting any reportable office to the applicable authorities.
8.7. Once this EULA terminates, You acknowledge that the following will remain in full effect: Sections: 5, 6, 7, 8.2. to 8.5, 8.8. of the EULA, any provisions of this EULA limiting or excluding the liability of Tadaweb towards You.
8.8. You undertake to make Your employees and/or Your Contractors and/or any third parties under Your responsibility (collectively, "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 Tadaweb harmless should such breach occur.
9.1. 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.
9.2. If You are located in North or South America, or the territories or possessions of the United States, this Agreement 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 Agreement or its subject matter or formation.
9.3. If the Client is located in France, this Agreement 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 France and each Party irrevocably agrees that the judicial district of Paris shall have exclusive jurisdiction to settle any claim (including non-contractual disputes or claims) arising out of in connection with this Agreement or its subject matter or formation.
9.4. If you are located in the United Kingdom, this Agreement 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 England and Wales and each Party irrevocably agrees that the judicial district of London shall have exclusive jurisdiction to settle any claim (including non-contractual disputes or claims) arising out of in connection with this Agreement or its subject matter or formation.
9.5. If you are located in a territory other than those listed in Sections 9.2 to 9.4., this Agreement 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 Agreement or its subject matter or formation.