Scraper Solutions Terms of Service

Confidentiality Agreement

Definition of Confidential Information:

Confidential Information includes all shared data, materials, technologies, and other sensitive information. It excludes information already known to the recipient, publicly available, received from an authorized third party, or independently developed.

Non-disclosure and Use Obligations:

Parties agree to keep the shared information confidential, not disclosing or using it beyond the scope of their engagement without written consent.

Protection Measures:

Reasonable precautions will be taken to protect the secrecy of the Confidential Information, similar to those for one's own confidential materials.

Required Disclosures:

If legally compelled to disclose Confidential Information, the party must notify the other to allow for protective measures and disclose only the information legally required.

Term and Survival:

These obligations survive the agreement's termination or expiration for five years, ensuring ongoing protection of Confidential Information.

Term and Termination

Effective Period:

The agreement starts on the Effective Date and continues until the End Date, reflecting the need for a long-term commitment.

Mutual Agreement Termination:

Termination before the Term ends requires mutual written consent.

Termination for Cause:

Either party may terminate with 30 days' notice for material breaches not cured within this period.

Early Termination Obligations:

If the Client terminates early without cause, compensation for rendered services and a cancellation fee equivalent to 100% of the remaining contract value at fair market rate are due.

Survival:

Certain provisions, like confidentiality and liability limitations, will survive termination.

Automatic Renewal:

The agreement auto-renews for one-year periods unless a 60-day prior non-renewal notice is given. Terms for renewal, including any rate changes, require mutual agreement.

Review Period Before Renewal:

A 90-day review period before the current term ends allows both parties to assess the partnership and discuss adjustments for continued satisfaction.

Retainer and Billing

Monthly Retainer Fee:

Specified in each client's service agreement, covering a set number of service hours at a predefined rate.

Payment Terms:

Invoices are issued at each billing period's start, with a 30-day payment term.

Services Within Retainer Scope:

Included services are billed at the rate listed in the service agreement.

Additional Services:

Services beyond the retainer's scope are billed at agreed-upon rates before work commences.

Special Project and Onsite Support Fees:

Determined based on project requirements and resource needs.

Payment for Additional Services:

Monthly itemized invoicing for additional services, due within 30 days.

Invoice Adjustments:

Increases in service requirements leading to additional costs require prior approval.

General Note:

Payments in USD via specified methods. Late payments may incur a 1.5% monthly late fee.