CORESIGNAL
SELF-SERVICE SUBSCRIPTION AGREEMENT
Coresignal Self-Service Subscription Agreement (hereinafter – the “Agreement”) governs the use of the self-service platform (hereinafter - the “Dashboard”) and the provision, and use of Services offered by Deeptrace Inc., registered at 16192 Coastal Highway, Lewes, Delaware 19958, County of Sussex, USA (hereinafter – “Coresignal”). The Agreement establishes the general rights and obligations of the parties when using the Dashboard and the Services, liability, and other general clauses.
By selecting to use our Services – “Free Trial” option – as described below in this Agreement, you, an organization / natural person, whose requisites / personal details are provided to us when signing up, creating an account (hereinafter – “Client”, “you” or “your”), agree to be bound by this Agreement and its terms.
If you are entering into the Agreement on behalf of a company, organization, or another legal entity, you are agreeing to this Agreement for that entity and representing to Coresignal that you have the authority to bind such entity to this Agreement, in which case the terms “Client” or “you” will refer to such entity. If you do not have such authority, or if you do not agree with the terms of the Agreement, you must not accept the Agreement and must not use the Services.
If you are entering into the Agreement as a natural person, you are representing to Coresignal that you are at least eighteen (18) years old. Registration and use of the Services by users under eighteen (18) years old are not authorized by Coresignal.
The Agreement becomes effective between Coresignal and you as of the moment you are creating an account at the Dashboard, signing in, and using “Free Trial” option and/ or selecting other preferable plan for Services.
Coresignal may make amendments to the Agreement from time to time. If Coresignal materially changes the Agreement, it shall post an amended version on the website. Any amendments to the Agreement will become effective fourteen (14) calendar days after the amended version is posted (unless Client first terminates this Agreement pursuant to Section 4). Client’s continued use of the Services after such fourteen (14) day notice period will confirm Client’s consent to such amendment.
Agreement is available within the Dashboard and is always disclosed to the Client to familiarize with. After starting to use the Services, you may find the latest version of the Agreement within your profile in the Dashboard at all times.
1. Subject Matter of the Agreement
1.1. The purpose of this Agreement is to provide the Client with the Services as outlined in Section 1 of this Agreement. In accordance with the terms and conditions of this Agreement, Coresignal grants the Client a non-exclusive, non-transferable, worldwide, limited license to use the Data for internal business purposes as described in this Agreement.
In this context, for the purpose of the Agreement, the term "Data" refers to the full set of information provided to the Client via the delivery method specified in Article 1.3 of this Agreement. For the purpose of the Agreement, the Substantial Part of the Data refers to any part of the Data which cannot be considered insignificant.
1.2. The rights granted in Article 1.1 are subject to the following further restrictions:
1.2.1. The Client has no right to communicate or display to the public the Data, Substantial part of the Data, or the Data’s logic and structure.
1.2.2. Client shall not re-utilize the Data. For the purpose of the Agreement, ‘Re-utilization’ shall mean any form of making available to the public the Data or a Substantial part of the Data by the distribution of copies, renting, online, or other forms of transmission (including but not limited to sub-licensing).
1.2.3. Notwithstanding Article 1.2. of the Agreement, the Client is permitted to create derivative works using the Data and license such works to its clients as long as the Client complies with the terms and conditions of the Agreement. To benefit from the exception provided in this clause, works created by the Client shall entail sufficient alteration of the Data to constitute derivate works (e.g., integration of individual data points taken from the Data to the Client’s own product or service).
1.3. The Data will be provided to the Client as described below:
1.3.1. The Data will be provided to the Client via the delivery method Data API (Database).
1.3.2. There are two (2) types of credits that may be provided via Data API (Database):
a) “Search Credits” (Database Data API): These credits are used by the Client in Coresignal Database API’s search end points to receive a list of potential records on which Collect Credits may be used.
b) “Collect Credits” (Database Data API): These credits are used by the Client in Coresignal API’s data collection end points to receive data from chosen records.
2. Fees and Terms of Payment
2.1. During the "Free Trial" period, the Client will be granted four hundred (400) Search Credits and two hundred (200) Collect Credits, which will be provided without any charge or cost to the Client. The free provision of credits during the "Free Trial" period does not create any obligation for the Client to continue using the Services beyond the trial period. In accordance with Section 2, unused free Credits at the end of the trial period will expire and hold no monetary value.
2.2. Should the Client desire to purchase additional credits beyond the allocated free Credits with the “Free Trial“ option, they may contact Coresignal Sales Team via the „Contact Sales“ option on the Dashboard to explore the available monthly plan options. The Coresignal Sales Team will provide the Client with detailed information regarding pricing, terms, and conditions for purchasing Credits. Otherwise, the Client may purchase additional Credits from Coresignal through the self-service platform, by choosing PAYG plan.
2.3. The Client shall pay to Coresignal all applicable fees for the Services (Database Data API Credits), pursuant to chosen pricing plan as offered within the Dashboard. The Client shall be solely responsible for all transaction, inter-bank, exchange, transfer and other fees or taxes.
2.4. For PAYG plan, Clients shall pay to Coresignal by using the pay-as-you-go (PAYG) method of payment and top-up their account through the Dashboard. Following terms apply:
2.4.1. After paying the fee for the Services, Client shall receive a corresponding amount of Search and/ or Collect Credits, that shall be valid for six (6) months.
2.4.2. Client shall be able to start using the Credits immediately after the receipt of the fee by Coresignal.
2.4.3. Client has no longer than six (6) months period to use the purchased Credits, they will not be transferred past six (6) months period and their amount will reset to 0 (zero) after the period will come to an end. Coresignal acknowledges that the Credits are non-refundable and will be deemed expired.
2.4.4. Client may purchase additional amount of Credits at any time, without any restriction on the frequency or quantity of such purchases.
3. Term
3.1. For the “Free Trial” option, the term of the Agreement will commence upon the registration for the „Free Trial“ option and the start of using the Services, for paid Services plans – the term of the Agreement will commence upon the Client's payment. The duration of the Agreement shall be in accordance with the period described within this Agreement (Section 2) for the specific plan selected by the Client.
3.2. The Agreement may be terminated by either Party if the other Party breaches any material obligation provided hereunder. In such a case, the terminating Party shall notify the breaching Party of the breach through an electronic notification provided on the platform. The breaching Party shall have a period of thirty (30) days from the receipt of the electronic notification to remedy the breach. If the breach is not remedied within the specified period, the Agreement may be terminated automatically without further notice.
3.3. The termination or expiration of the Agreement shall not affect any rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or remain in force on or after any such termination or expiration of the Agreement.
4. Obligations of the Parties
4.1. Reservation of Rights. Except as expressly set forth herein, all other rights and title in and to the Data are reserved to Coresignal and any additional rights will require amendment or modification of the Agreement.
4.2. Acceptance of Services. The Services and the selected amount of Credits shall be deemed accepted when the Client selects and pays for one of the Services plans offered within the Dashboard, in accordance with Section 3 of the Agreement. Upon signing up for „Free trial“ option at the Dashboard, the Client acknowledges that the Services provided by Coresignal are free of charge. The Client is not obligated to pay for or accept any Services, as there is no monetary consideration involved in „Free trial“ option.
4.3. Anti-spamming. The Client shall not, directly or indirectly, use the Data or any of the contents of the Data to conduct or operate any bulk mail activity, whether conducted electronically or via any governmental or commercial carrier.
4.4. In the event the Client identifies a mistake, inaccuracy or inconsistency in the Data, the Client shall use reasonable efforts to notify Coresignal of such mistake, inaccuracy or inconsistency in a timely manner.
4.5. In accordance with the Data delivery method outlined in Article 1.3.1., Coresignal will provide access rights to access the Data to the Client by means of granting them with an API key, thereby facilitating the allocation of the requisite quantum of Credits to the Client.
4.6. The Client shall implement and maintain reasonable and appropriate technical, administrative and organizational measures designed to ensure a level of confidentiality and security appropriate to the risks represented by the use and nature of the Data and to prevent unauthorized or unlawful use of the Data, including but not limited to measures against disclosure of the Data.
5. Intellectual Property Rights
5.1. The Agreement does not grant either Party any right to the other Party’s intellectual property rights (trademarks, trade names, services marks, logos, domain names, know-how, databases, computer programs etc.), except as indicated in Article 1.1.
5.2. Client further acknowledges and agrees that the Data (including logic of its structure and method of display to the Client) is a confidential, proprietary, trade secret and copyrighted work of Coresignal, and any use of it beyond of what is allowed under the terms of the Agreement shall constitute an infringement of such rights entitling Coresignal to seek all remedies available to it, including, but not limited to, those remedies under Title 17 of the United States Code with respect to copyright infringement.
5.3. Any products, systems, programs or processes in whatever form, used by Coresignal to provide the Data to the Client are subject to intellectual property rights, trade secrets and other proprietary rights and may not be used, copied, displayed or communicated to public, modified without prior written consent of Coresignal.
6. Confidentiality
6.1. "Confidential Information" shall mean (a) any information (including any usage data and compilations thereof) relating to the business of the disclosing Party, including product designs, product plans, data, software and technology, clients, financial information, marketing plans, business opportunities, proposed terms, pricing or rate information, discounts, inventions and know-how disclosed to the other Party; and/or (b) any other information designated in writing, or identified orally at time of disclosure, by the disclosing Party as "confidential" or "proprietary", or which a reasonable person would understand to be confidential; and/or (c) the existence and the terms of the Agreement. During and for a period of three (3) years following the term of the Agreement, the receiving Party shall not use for any purpose, or disclose to any third party, any Confidential Information of the disclosing Party except as specifically permitted herein. The foregoing restriction does not apply to information that: (i) has been independently developed by the receiving Party without access to the other Party's Confidential Information; (ii) has become publicly known through no breach of this Section 7 by the receiving Party; (iii) has been rightfully received from a third party authorized to make such disclosure; (iv) has been approved for release in writing by the disclosing Party; (v) is required to be disclosed by a competent legal or governmental authority, provided that the receiving Party gives the disclosing Party prompt written notice of such requirement prior to disclosure and assists in obtaining an order to protect the information from public disclosure. Each Party will protect the other Party’s Confidential Information against unauthorized use or disclosure using the same degree of care it uses for its own Confidential Information, which in no event will be less than reasonable care. Upon written request, either Party will return or destroy all copies of the other Party’s Confidential Information that are in its possession or control.
7. Disclaimer
7.1. Each party represents that it has validly entered into the Agreement and has the legal power to do so. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE AGREEMENT, THE SERVICES PROVIDED IN ACCORDANCE WITH THE AGREEMENT ARE PROVIDED “AS IS”, AND NEITHER CORESIGNAL NOR ANY OF ITS OFFICERS, EMPLOYEES, AFFILIATES OR AGENTS MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE SERVICES OR AS TO THE RESULT TO BE OBTAINED FROM THE USE OF THE SERVICES, UNDER THE AGREEMENT OR OTHERWISE.
CORESIGNAL WILL MAKE A REASONABLE AND TIMELY EFFORT TO ENSURE THE ACCURACY OF THE DATA DELIVERED TO THE CLIENT. HOWEVER, CORESIGNAL OFFERS NO REPRESENTATION OR WARRANTY AS TO THE COMPLETENESS, ACCURACY OR RELIABILITY OF THE DATA; ASSUMES NO LIABILITY FOR MISTAKES, INACCURACIES OR INCONSISTENCIES CONTAINED THEREIN; AND, EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, SATISFACTORY QUALITY, OR FITNESS FOR PARTICULAR PURPOSE. CORESIGNAL DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR, THE CONTENT OBTAINED / TRANSMITTED BY CLIENT OR OTHERS, AND DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR UNAUTHORIZED USE OR MISUSE OF THE DATA. ACCORDINGLY, THE CLIENT ASSUMES ALL LIABILITIES AND RESPONSIBILITIES FOR ANY ACTIONS TAKEN OR NOT TAKEN REGARDING CLIENT’S USE OF DATA.
BY SIGNING UP FOR “FREE TRIAL” OPTION, THE CLIENT CONFIRMS THAT THE CLIENT HAS THE KNOWLEDGE OF THIS WARRANTY LIMITATION.
8. Liability
8.1. WITH EXCEPTION TO DIRECT DAMAGES, NEITHER PARTY SHALL BE LIABLE FOR THE ACTIONS OR INACTIONS OF THE OTHER PARTY INCLUDING THE ACTION OR INACTION OF ANY SUBSIDIARIES, EMPLOYEES, OWNERS AND ANY PERSONS AFFILIATED WITH THE OTHER PARTY.
8.2. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES, SUCH AS DAMAGES FOR LOST PROFITS, BUSINESS FAILURE OR LOSS, ARISING OUT OF THE AGREEMENT OR THE USE OF THE DATA, WHETHER OR NOT THE CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. Data Protection
9.1. In cases the Data include personally-identifiable information, the Client shall separately and independently from Coresignal determine purposes and means of processing of such information. The Client shall only use or otherwise process such information in accordance with all applicable data protection laws. The Client shall be solely responsible for assessment and compliance of the Data’s use by the Client with all applicable data protection laws and regulations. The Parties acknowledge that Coresignal did not collect the Data in relation to or with the purpose of offering of goods or services to individuals in the European Union or monitoring of the behaviour of the individuals who are in the European Union as far as their behaviour takes place within the European Union.
10. Governing Law and Dispute Resolution
10.1. The Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, U.S.A., without giving effect to any choice of law or conflict of law provisions.
10.2. All claims, disputes, or other differences between or relating to the Parties - including but not limited to all claims, defenses, counterclaims, disputes or other differences arising from or relating in any way to the Agreement (whether contractual, tortious, or otherwise in nature) - shall be exclusively resolved by binding arbitration (all aspects of which shall be kept strictly confidential) pursuant to the United States of America Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association, with arbitration to occur in Lewes, Delaware before a sole arbitrator, and the American Arbitration Association to administer the arbitration. The arbitrator, who shall have the exclusive power to rule on his or her own jurisdiction, including but not limited to any objections with respect to the existence, scope or validity of this arbitration provision, shall award the prevailing party attorney’s fees, costs and expenses in connection with the arbitration (including, if applicable, its expert witness expenses and attorney’s fees associated with its internal attorney hours), including but not limited to any appeal or enforcement proceedings. Prior to or in the absence of any such award, the costs and expenses charged by the arbitrator and the American Arbitration Association shall be split equally amongst the Parties. The award of the arbitrator shall be accompanied by a detailed statement of the reasons upon which the award is based. Any award or judgment will be enforceable in any court of competent jurisdiction. The arbitrator shall issue a final award within one hundred and twenty days of the filing of the arbitration demand.
11. Force Majeure
11.1. Neither Party shall be liable for any failure or delay in performing any of its obligations hereunder if such delay is caused by any event or circumstance beyond its reasonable control, including acts of nature, accidents, breakdowns of third-party equipment or software, power failures, strikes, lockouts, war, terrorism or any other industrial, civil or public disturbance.
12. Indemnification
12.1. Each Party hereby agrees to defend, indemnify and hold harmless the other Party and its respective officers, directors, agents, and employees from any and all liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys’ fees) that may at any time be incurred by any of them by reason of any third party claims, actions, suits or proceedings relating to or arising out of: (i) the Client’s use of the Data in breach of this Agreement, applicable laws, or any third party rights; (ii) gross negligence, wilful misconduct or fraudulent actions of the indemnifying Party, or (iii) the indemnifying Party’s violation of third party intellectual property rights.
12.2. In the event of an indemnifiable claim or action as set forth in Article 13.1., the Party requesting indemnification shall provide written notice to the other Party of any such claim as soon as reasonably possible, provide all necessary information related to such claim or action to such Party if requested, as well as allow full authority and control over the defense of such claim (including, but not limited to negotiations for settlement).
13. Other Provisions
13.1. Severability. To the extent necessary to render a provision valid and enforceable in that jurisdiction, a reviewing court may modify any provision of the Agreement that it finds to be invalid or unenforceable. The other provisions of the Agreement shall not be affected. Any unenforceability in a particular jurisdiction shall not affect enforceability in any other jurisdiction.
13.2. Assignment. Neither Party may assign this Agreement or any of its rights or obligations hereunder without the other Party’s express written consent. Any change in the persons or entities controlling either Party, including but not limited to any such changes resulting out of a merger, consolidation or stock transfer (“Change of Control”) shall be considered an assignment for the purposes of this Agreement. In case of a Change of Control of the Client, the Client shall inform Coresignal as soon as reasonably possible, but in any case, no later than within seven (7) calendar days of such Change of Control. In such case, Coresignal may terminate this Agreement by providing written notice to the Client within seven (7) calendar days after being informed of such Change of Control by the Client (or immediately, should the Client fail to inform Coresignal of such Change of Control as described in this Article 14.3.).
13.3. Survival. The following provisions shall survive the termination or expiry of the Agreement: Section 4 (Term), 7 (Confidentiality), 9 (Liability), and 13 (Indemnification).
13.4. Independent Parties. Nothing stated in the Agreement shall be interpreted to construe the Parties as partners or joint ventures, joint data controllers, data controller and a data processor or as creating any relationship other than as independent contractors.
13.5. Entire Agreement. The Agreement represents the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes any and all previous discussions and communications.