Artificial Intelligence Company

Apify

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About Apify

Any capitalized terms not defined herein shall have the meanings ascribed to them in the Order Form or the Terms
This Agreement forms an integral part of the contract entered into by and between Apify and the Customer, along with the Order Form and the Terms
Payment Conditions Unless agreed otherwise in the Order Form, the Price shall be paid by the Customer to the Provider in USD and shall be increased by the value added tax (VAT) or other similar tax pursuant to relevant legal regulations, if applicable
Unless agreed otherwise in the Order Form, the Customer shall pay the Price always in advance for the next (upcoming) Billing Period throughout the whole term of the Agreement
The Customer shall pay the Price based on an electronic invoice issued by Apify
The Price shall be payable pursuant to the invoice within 15 days of the delivery of the invoice to the Customer
Unless agreed otherwise in the Order Form, the Price shall be paid by the Customer to the Provider in USD and shall be increased by the value added tax (VAT) or other similar tax pursuant to relevant legal regulations, if applicable
Unless agreed otherwise in the Order Form, the Customer shall pay the Price always in advance for the next (upcoming) Billing Period throughout the whole term of the Agreement
The Customer shall pay the Price based on an electronic invoice issued by Apify
The Price shall be payable pursuant to the invoice within 15 days of the delivery of the invoice to the Customer
Rights and Obligations of the Parties Apify is obliged to provide the Services under this Agreement in a timely, competent, and professional manner
The Customer is obliged to create conditions and provide cooperation necessary for Apify to provide the Services and complete individual tasks within the Services in accordance with the instructions of the Customer or other terms specifically agreed between the Parties
The Customer represents and warrants to Apify that it has acquired all the necessary authorizations, licenses, and permits and satisfied all legal requirements for the Actors to execute the Customer’s instructions, including, but not limited to, valid credentials, intellectual property licenses and/or personal data processing consents, where applicable
The Customer shall not disclose or otherwise make available to public or third parties any data, outputs, or results collected or produced by the Actors created by Apify for the provision of the Services under this Agreement, with the exception of its Group Companies
For the purposes of this Agreement, the Group Companies are exclusively any Wholly-owned Subsidiary of the Customer, any company of which the Customer is a Wholly-owned Subsidiary ( the “Parent Company”) and any other Wholly-owned Subsidiary of the same Parent Company
Under this Agreement, the Wholly-owned Subsidiary is a corporation with 90% or more shares held by another corporation
Further rights and obligations of the Parties not specifically addressed in this Agreement are governed by the Terms, unless specifically agreed otherwise between the Parties
The Customer acknowledges and declares that the Customer was informed of the Terms prior signing this Agreement and agrees to be bound by the Terms
Apify may change and/or amend the Terms unilaterally from time to time, including issuing entirely new version of the Terms
Any such changes, amendments of the Terms or issuing new version of the Terms shall be communicated to the Customer via email to the address registered on the Platform
Apify is obliged to provide the Services under this Agreement in a timely, competent, and professional manner
The Customer is obliged to create conditions and provide cooperation necessary for Apify to provide the Services and complete individual tasks within the Services in accordance with the instructions of the Customer or other terms specifically agreed between the Parties
The Customer represents and warrants to Apify that it has acquired all the necessary authorizations, licenses, and permits and satisfied all legal requirements for the Actors to execute the Customer’s instructions, including, but not limited to, valid credentials, intellectual property licenses and/or personal data processing consents, where applicable
The Customer shall not disclose or otherwise make available to public or third parties any data, outputs, or results collected or produced by the Actors created by Apify for the provision of the Services under this Agreement, with the exception of its Group Companies
For the purposes of this Agreement, the Group Companies are exclusively any Wholly-owned Subsidiary of the Customer, any company of which the Customer is a Wholly-owned Subsidiary ( the “Parent Company”) and any other Wholly-owned Subsidiary of the same Parent Company
Under this Agreement, the Wholly-owned Subsidiary is a corporation with 90% or more shares held by another corporation
Further rights and obligations of the Parties not specifically addressed in this Agreement are governed by the Terms, unless specifically agreed otherwise between the Parties
The Customer acknowledges and declares that the Customer was informed of the Terms prior signing this Agreement and agrees to be bound by the Terms
Apify may change and/or amend the Terms unilaterally from time to time, including issuing entirely new version of the Terms
Any such changes, amendments of the Terms or issuing new version of the Terms shall be communicated to the Customer via email to the address registered on the Platform
License In order to use the Platform and the Services, including its outcomes (e
g
, the Actors created for the Customer) under the terms and conditions set out in this Agreement (including the Terms), Apify grants to the Customer, subject to the payment of the Price by the Customer, a non-exclusive, non-assignable, non-transferable and revocable license entitling the Customer to use the Platform and the Services, including its outcomes, in accordance with their ordinary purpose as determined by Apify, without any territorial restriction (i
e
, worldwide license) and for the entire duration of this Agreement
The Customer expressly acknowledges and agrees that Apify remains the exclusive holder of all rights relating to the Platform and the Services and that the Platform and the Services are protected by copyright laws and other related regulations
The Customer may not assign, transfer, grant or otherwise provide the license as a whole or any authorisations forming a part of the license wholly or partially to any third person (e
g
, the Customer may not provide any sublicense) and neither may the Customer assign any rights and obligations arising from the license to any third party
The Customer acknowledges and agrees that, other than the license as granted under this Agreement, the Customer does not acquire any intellectual property or other proprietary rights, including patents, copyrights, trademarks (both registered and not registered), industrial designs, moral rights, trade secrets or confidential information, mask work rights, service marks, design rights, registered designs, topography rights, database rights, rights of confidence, know-how and any and all other similar intellectual property or proprietary rights anywhere in the world, whether or not registered or statutory and including, without limitation, all applications and registrations with respect to the foregoing, in or relating to the Platform and Services or its outcomes
The Customer further undertakes to: comply with all legal regulations related to its activities and the use of the Services and the Platform; use the Services and the Platform only in a manner that complies with all applicable laws in the jurisdiction, in which the Provider uses them, including but not limited to, applicable restrictions concerning copyright and other intellectual property rights
In this connection, but without being limited to, any use of the Services and the Platform must not violate any sanctions or embargoes imposed on countries by (i) the Czech Republic, (ii) the European Union, (iii) the United States of America, or (iv) the United Nations; use the Services and the Platform only in a manner that shall not violate the Provider’s rights or any third-party rights; refrain from modifying, altering, processing, or otherwise interfering with the Services and the Platform, any of its part including in particular any source codes; refrain from any conduct (including allowing any third party to do so), that would cause building a similar or competitive product of the Services or the Platform; implement any and all security measures to ensure proper functioning of the Services and the Platform (including adequate technical, administrative and physical safeguards) and implement sufficient security measures to prevent any unauthorized access or use of the Services or the Platform by third parties; and inform the Provider about any unauthorized use of or unauthorized access to the Services or the Platform
Other rights and obligations of the Parties regarding the license shall be governed by the Terms
Any breach of this Section 4 or the Terms in connection with the license by the Customer, in particular (but not limited to) violation of the license conditions by the Customer, shall be considered as substantial breach of this Agreement entitling Apify to revoke the license and terminate the Agreement in accordance with Clause 5
1 of this Agreement
In order to use the Platform and the Services, including its outcomes (e
g
, the Actors created for the Customer) under the terms and conditions set out in this Agreement (including the Terms), Apify grants to the Customer, subject to the payment of the Price by the Customer, a non-exclusive, non-assignable, non-transferable and revocable license entitling the Customer to use the Platform and the Services, including its outcomes, in accordance with their ordinary purpose as determined by Apify, without any territorial restriction (i
e
, worldwide license) and for the entire duration of this Agreement
The Customer expressly acknowledges and agrees that Apify remains the exclusive holder of all rights relating to the Platform and the Services and that the Platform and the Services are protected by copyright laws and other related regulations
The Customer may not assign, transfer, grant or otherwise provide the license as a whole or any authorisations forming a part of the license wholly or partially to any third person (e
g
, the Customer may not provide any sublicense) and neither may the Customer assign any rights and obligations arising from the license to any third party
The Customer acknowledges and agrees that, other than the license as granted under this Agreement, the Customer does not acquire any intellectual property or other proprietary rights, including patents, copyrights, trademarks (both registered and not registered), industrial designs, moral rights, trade secrets or confidential information, mask work rights, service marks, design rights, registered designs, topography rights, database rights, rights of confidence, know-how and any and all other similar intellectual property or proprietary rights anywhere in the world, whether or not registered or statutory and including, without limitation, all applications and registrations with respect to the foregoing, in or relating to the Platform and Services or its outcomes
The Customer further undertakes to: comply with all legal regulations related to its activities and the use of the Services and the Platform; use the Services and the Platform only in a manner that complies with all applicable laws in the jurisdiction, in which the Provider uses them, including but not limited to, applicable restrictions concerning copyright and other intellectual property rights
In this connection, but without being limited to, any use of the Services and the Platform must not violate any sanctions or embargoes imposed on countries by (i) the Czech Republic, (ii) the European Union, (iii) the United States of America, or (iv) the United Nations; use the Services and the Platform only in a manner that shall not violate the Provider’s rights or any third-party rights; refrain from modifying, altering, processing, or otherwise interfering with the Services and the Platform, any of its part including in particular any source codes; refrain from any conduct (including allowing any third party to do so), that would cause building a similar or competitive product of the Services or the Platform; implement any and all security measures to ensure proper functioning of the Services and the Platform (including adequate technical, administrative and physical safeguards) and implement sufficient security measures to prevent any unauthorized access or use of the Services or the Platform by third parties; and inform the Provider about any unauthorized use of or unauthorized access to the Services or the Platform
comply with all legal regulations related to its activities and the use of the Services and the Platform;
use the Services and the Platform only in a manner that complies with all applicable laws in the jurisdiction, in which the Provider uses them, including but not limited to, applicable restrictions concerning copyright and other intellectual property rights
In this connection, but without being limited to, any use of the Services and the Platform must not violate any sanctions or embargoes imposed on countries by (i) the Czech Republic, (ii) the European Union, (iii) the United States of America, or (iv) the United Nations;
use the Services and the Platform only in a manner that shall not violate the Provider’s rights or any third-party rights;
refrain from modifying, altering, processing, or otherwise interfering with the Services and the Platform, any of its part including in particular any source codes;
refrain from any conduct (including allowing any third party to do so), that would cause building a similar or competitive product of the Services or the Platform;
implement any and all security measures to ensure proper functioning of the Services and the Platform (including adequate technical, administrative and physical safeguards) and implement sufficient security measures to prevent any unauthorized access or use of the Services or the Platform by third parties; and
inform the Provider about any unauthorized use of or unauthorized access to the Services or the Platform
Other rights and obligations of the Parties regarding the license shall be governed by the Terms
Any breach of this Section 4 or the Terms in connection with the license by the Customer, in particular (but not limited to) violation of the license conditions by the Customer, shall be considered as substantial breach of this Agreement entitling Apify to revoke the license and terminate the Agreement in accordance with Clause 5
1 of this Agreement
Termination of the Agreement Each Party may terminate this Agreement by a written notice delivered to the other Party in case of a substantial breach of this Agreement by the other Party
A breach of this Agreement is considered substantial particularly (but not exclusively) if: the Customer is in delay with any payment of the Price (or its part) under this Agreement for more than 1 month; or Apify fails to provide the Services duly in an agreed scope and does not remedy such situation within 1 month of receiving a written notice of such failure from the Customer
Based on the termination notice pursuant to Clause 5
1 above, the Agreement shall terminate with the effect as of delivery of such termination notice to the breaching Party
However, Apify shall not be obliged to refund to the Customer any Price already paid by the Customer for the Billing Period in which the termination notice was delivered
In case the Agreement has been concluded for an indefinite period time, then each Party may terminate the Agreement for any reason at any time by a written notice delivered to the other Party
In such a case, the Agreement shall terminate (i
e
, the termination of the Agreement shall take effect) upon expiry of the Billing Period in which the written notice of termination is delivered to the other Party
The Customer shall not be entitled to any refund of the Price already paid for the last Billing Period of the duration of the Agreement
To avoid any doubt (i) the Customer is obliged to pay the Price for any and every Billing Period until the termination of the Agreement takes effect, (ii) the Customer shall continue to have access to the Platform and to the Services provided by the Provider until the termination of the Agreement takes effect
Each Party may terminate this Agreement by a written notice delivered to the other Party in case of a substantial breach of this Agreement by the other Party
A breach of this Agreement is considered substantial particularly (but not exclusively) if: the Customer is in delay with any payment of the Price (or its part) under this Agreement for more than 1 month; or Apify fails to provide the Services duly in an agreed scope and does not remedy such situation within 1 month of receiving a written notice of such failure from the Customer
the Customer is in delay with any payment of the Price (or its part) under this Agreement for more than 1 month; or