Dark Web Terms of Service

In these Terms, the following capitalized terms shall have the meaning defined hereunder:

1. 1. “Access Credentials” means any username, password, security key or other security code or method used alone or in combination, to verify authorization to access Clients systems or Client’s customers systems.
2. 1.1 “Cyber API” means an Application Programming Interface which enables the streaming of customized and filtered Data Derivatives pursuant to Client’s input.
3. 1.2 “Crawler Services” means the ordinary operation of the Webz System by which Data Derivatives are compiled.
4. 1.3 “Data Derivatives” means clean and structured Unstructured Raw Data (as defined in Sec. 1.9 below), extracted out of publicly available online sources, and, specifically with regards to Unstructured Raw Data extracted through use of the PII API, sanitized of sensitive data (e.g. by obfuscation or the removal of parts of data from credit card numbers, social security numbers, etc.) and then structured and delivered to Client, all by the Webz System in XML/JSON format, as compiled and processed by Webz and provided through PII API, the Cyber API all in accordance with these Terms. For clarity purposes, Except with respect to the Access Credentials, Unstructured Raw Data extracted through the PII API shall not contain actual sensitive information (such as credit card numbers), but rather, they will provide an indication of whether such information has been compromised on the web or not.
5. 1.4 “Intellectual Property Rights” means: (a) works of authorship, copyrights, including moral rights, registrations and applications for registration thereof; (b) patents, patent applications and all related continuations, divisional, reissue, utility models, applications and registrations thereof, inventions (whether patentable or not), designs, trade marks (whether registered or not, including applications) and domain names; (c) trademark and trade name rights and similar rights; (d) all trade secrets and other proprietary rights in know-how and confidential or proprietary information; and (e) any corresponding or equivalent rights to any of the foregoing.
6. 1.5 “PII API” means an Application Programming Interface which enables the delivery of customized and filtered Data Derivatives based on Client’s input parameters.
7. 1.6 “Services” means the restricted and controlled access of Client to the PII API, the Cyber API, and the subsequent provision of relevant Data Derivatives to Client.
8. 1.7 “Sources” means various third party content platforms.
9. 1.8 “Structures of Data” means structures for the Unstructured Raw Data, created by Webz System.
10. 1.9 “Unstructured Raw Data” means the full HTML pages containing all raw data extracted from sites crawled by Webz System.
11. 1.10 “Webz System” means Webz web crawlers and the platform by which the crawlers’ output is accessible, including proprietary parsers that detect the format of the sites and transform it into a structured and searchable format.
12. 1.11 “Website” means Webz’s website available at https://Webz.io.

Subject to Client being current with payment of the consideration as set forth in Section 4 below, during the Term (as defined below), Webz will provide Client with the following Services and Data Derivatives:

1. 2. With respect to the PII API: Webz shall provide Client with a license to use the Services related to the PII API (the “PII API License”). The PII API License is given solely for the purpose of enabling Client to have an indication of whether sensitive personal information which pertains to Client, Client’s business, Client’s customers and/or their business (such as credit card numbers issued by Client, social security numbers, passwords to Client’s services, etc.) has been compromised online (the “PII API Purpose”). The PII API License is given solely for the Term (as defined below), is worldwide, non-transferable, non-sub-licensable (directly and indirectly), non-exclusive and revocable (in accordance with Section 15.2). In addition, should Client seek to use the PII API License for or on behalf of its Customers, the PII API License is contingent on Client having first obtained all appropriate written consents and authorizations from said respective Customers.
2. 2.1 With respect to the Cyber API: Webz shall provide Client with a license to use the Services related to the Cyber API (the “Cyber License”, and, together with the PII API License, the “License”) and with limited, non-transferable, non-sub-licensable, non-exclusive license, solely for the Term (as defined below), and solely for the purpose of: (a) Client’s internal use to obtain, investigate and analyze the Data Derivatives generated from use of the Cyber API; and/or (b) providing Client’s Customers with alerts, insights and inferences sourced from the Data Derivatives, all for the purpose of monitoring the applicable Customer’s own business, protection of Customer’s intellectual property rights and confidential information, and all provided that such use shall not be conducted for any unauthorized or unlawful purposes (“Cyber Purpose”, and together with the PII API Purpose – the “Purpose”).
3. 2.2 Compliance: In performing the Services, Crawler Services, collecting the Data Derivatives and providing the Data Derivatives to Client, Webz shall comply with, and with respect to the provision of the Unstructured Raw Data, shall apply reasonable commercial efforts to comply with, any applicable laws, rules, regulations and any applicable directives, policies, rules or orders issued by any governmental agency or regulatory body, including, without limitation, those pertaining to privacy (“Laws”).
4. 2.3 Purpose Limitation: For the avoidance of any doubt, the Services, Cyber API, PII API, and the Data Derivatives provided therein, are provided to Client solely for the applicable Purpose. Except for the Purpose, Client may not and shall not permit any commercialization of the Services, Cyber API, or PII API and/or the transfer, assignment, sub-licensing, disclosure, sharing access to and of the Services, Cyber API, or PII API to any third party, including without limitation to any affiliate or customer of Client. Client may retain a local copy of the Data Derivatives solely for the Purpose.
5. 2.4 Development of Proprietary Data Sets: Notwithstanding any other provision in these Terms, Client is entitled to utilize the Data Derivatives to develop proprietary data sets that have been derived, translated, cleansed, and/or manipulated in some manner, for as long as the data sets do not contain a significant portion of the Data Derivatives by themselves (as-is). As such, the Client shall have full and sole ownership and unlimited and sole rights to the proprietary data sets it develops from the Data Derivatives (hereinafter- the “Enriched Data Derivatives”).

1. 3. Webz shall ensure a monthly 99% time-accessibility threshold to the PII API and/or the Cyber API by http access (“Data Availability”), meaning that a state of no Data Availability shall not exceed 5 hours during each calendar month during the Term. In the event that a state of no Data Availability exceeds 5 hours, in the aggregate for each calendar month, Webz shall credit the monthly service charge as a percentage of the missing hours out of the total number of hours in the affected month. In order for Client to receive a credit, Client must request such credit within seven (7) business days after Client experiences no Data Availability. Client must request credit by sending an electronic mail message to Webz. The body of this message must contain the dates and times of no Data Availability experienced by Client. The Credit compensation shall be Client’s sole and exclusive remedy in the event of no Data Availability.
2. 3.1 Restrictions. Credits shall not be provided to the Client in the event that the Client has no Data Availability resulting from (i) scheduled maintenance in accordance with Section 3.4 below, (ii) Client’s behavior or the performance or failure of Client’s equipment, facilities or applications, or (iii) circumstances beyond Webz’s reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of interruption or delay in telecommunications or third party services (including DNS propagation), failure of third party software or hardware.
3. 3.2 Limitations. On-line problems occur continuously. There might come a time when Client cannot access the Services and/or Data Derivatives. This is not necessarily due to Webz. Client’s ISP may be experiencing technical difficulties, or there might be a routing problem between Client’s ISP and Webz, making communication difficult or impossible. Webz shall not bear the responsibility of such problems. Webz’s monitoring agents determine the uptime of the Services, and not any one Client’s experience.
4. 3.3 Maintenance. From time to time it is necessary to perform services maintenance on the hardware, software, or configuration of either that are used to provide the Services, Cyber API, and PII API, as applicable. Maintenance Events are categorized into two groups as follows:
   1. Planned Maintenance is defined as planned events which MAY cause Services and/or Cyber API and/or PII API to become unavailable. Maintenance of this type which MAY affect the Services, the Cyber API and/or the PII API will be performed in the Webz maintenance window of 3:00PM to 6:00PM Israel Standard Time. Client will be notified of such events no later than seven (7) calendar days prior to the event. Reasonable efforts will be made to limit the effect of such maintenance on the Services, the PII API and/or Cyber API.
   2. 3.4 Emergency Maintenance is defined as unplanned events which are intended to correct the failure or immanent failure of any hardware, software, or the configuration of either, which is used to provide the Services, the Cyber API and/or the PII API. Maintenance of this type will be performed as soon as is practical and every reasonable effort with be made to notify Webz clients. Reasonable efforts will be made to limit the effect of such maintenance on the Services, the Cyber API and/or the PII API.

1. 4. In consideration for the Services, Client will pay to Webz a subscription fee for the period of the initial Subscription Period and in an amount as all set forth on the Service Order, on the first day of each Invoicing Period during the Term of these Terms, with the exception of the first payment, which shall be made two business days after the date of these Terms. The consideration is billed in advance for the upcoming Invoicing Period starting as of the Order Date.
2. 4.1 All payments under these Terms are of net income and Client shall bear all applicable value added, state, local and other taxes or other charges with respect to such payments, other than taxes applicable to Webz’s income. All payments hereunder will be made in United States currency via wire transfer to wire details designated by Webz.
3. 4.2 It is agreed that all past due amounts under these Terms shall bear interest at the greater of the maximum rate permitted by law and 1%, beginning thirty (30) days from the date upon
4. 4.3 For the avoidance of any doubt, the Services, Cyber API, PII API, and the Data Derivatives provided therein, are provided to Client solely for the applicable Purpose. Except for the Purpose, Client may not and shall not permit any commercialization of the Services, Cyber API, or PII API and/or the transfer, assignment, sub-licensing, disclosure, sharing access to and of the Services, Cyber API, or PII API to any third party, including without limitation to any affiliate or customer of Client. Client may retain a local copy of the Data Derivatives solely for the Purpose.
5. 4.4 All payments under these Terms are non-cancellable and non-refundable, other than (i) as expressly set out in these Terms; (ii) as determined in Webz’s sole discretion; or (iii) as required by applicable law. Fees are based on subscriptions/Services purchased and not actual usage. For the avoidance of doubt, Client shall not be entitled to any refund in the event of a cancelled subscription or unused Services.

1. 5. Access to some or all of the Services may require registration of a user account on the Website (the “Account”). As part of the registration and Account creation process Client may be asked to fill out an online registration form available on the Website. Client must provide accurate, true and complete information when creating an Account, and keep Client’s Account information accurate and up to date. By creating an Account or updating information in Client’s Account, Client represents and warrants to Webz that all information provided by Client is true, complete and accurate. Webz may rely on any information provided to Client in the creation of Client’s Account and any updated information provided by Client, and will not be under any obligation to independently verify any information. Client is solely and fully responsible for maintaining the confidentiality of the password and username of the Client’s Account and for all activities that occur under the Client’s Account.
2. 5.1 Each Account created is personal. Client may not assign or transfer Client rights or delegate Client duties under the Account and/or these Terms without the prior written consent of Webz or share Client’s password or username with any other person. Client must notify Webz immediately of any unauthorized use of Client’s Account or any other breach of security. Webz cannot and will not be liable for any loss or damage arising from any unauthorized use of Client’s Account or any other breach of security. Client will be liable for the losses of Webz and/or others due to any such use.
3. 5.2 If Client wishes to change Client’s username, password or other information that Client have uploaded to Client’s Account, Client may do so on the Website, while logged-in to Client’s Account, or alternatively, Client may contact Webz at: [email protected] with such request.

1. 6. Other than the rights expressly licensed hereunder, no other rights or interests whatsoever in the Webz System, the Services, the PI API, Cyber API and/or the Structures of Data are transferred or granted to Client or any affiliate thereof. Client shall not remove or alter any copyright notice, trademark or other proprietary or restrictive notice or legend affixed to, embedded, contained or included in the Webz System, Services, the PII API, and/or the Cyber API and/or the Structures of Data provided therein as provided by Webz.
2. 6.1 In order for Webz to be able to continue providing and improving the Services Client’s failure to comply with the provisions set forth herein may cause Webz (at Webz’s reasonable discretion) to suspend Client’s access to the Website and Services until such conduct ceases, and may also expose Client to civil and/or criminal liability.
3. 6.2 Client hereby agrees and undertakes that Client will not, whether by itself or anyone on its behalf: (i) copy (except as explicitly permitted under these Terms), modify, adapt, emulate, translate, reverse engineer, decompile or disassemble any portion of the Website, the Services, the PII API, the Cyber API, and/or Webz System in any way; (ii) interfere with or violate any other Website and/or Services visitor’s or user’s right to privacy or other rights, or harvest or collect personally identifiable information about visitors or users of the Website, the Services, the PII API, the Cyber API, and/or Webz System without their express and informed consent, including using any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or data-mine; (iii) transfer or assign Client’s Account log-in credentials, even temporarily, to a third party; (iv) sell, rent, lease, sublicense, distribute, create partition, redistribute, syndicate, create derivative works of, assign or otherwise transfer or provide access to, in whole or in part, the PII API, the Cyber API and/or Webz System to any third party; (v) provide use of the PII API, the Cyber API on a service bureau, rental or managed services basis or permit third parties to create links to the API or “frame” or “mirror” the PII API, the Cyber API , on any other server, or wireless or Internet-based device, or otherwise make available to a third party, any token, key, password or other login credentials to the PII API, or the Cyber API; (vi) use the PII API, the Cyber API, and any of the Data Derivatives contained therein for any illegal, unauthorized or other improper purposes; (vii) use the PII API or the Cyber API and/or Webz System without obtaining all applicable permissions and authorizations, including regarding third party rights and those required under applicable law (including, without limitations, intellectual property laws, privacy laws and data protection laws) or (viii) otherwise violate any of the terms set forth under these Terms.
4. 6.3 Webz may monitor Client’s use of the PII API, or the Cyber API to improve the Webz Services and/or ensure Client’s compliance with these Terms.
5. 6.4 Acceptable Use- The Client is permitted to conduct searches only to the extent that such searches are undertaken solely for lawful purposes, including but not limited to the investigation and monitoring of crime and/or breach of a Customer’s service or platform terms of use. Except from the purposes mentioned above, Client is prohibited from conducting searches for any other purposes, which include but are not limited to the following:
   1. substances of any kind that are prohibited or controlled in the country in which the Client is located;
   2. 6.5 images of any kind that are prohibited in the country in which the Client is located and/or to which the relevant search relates;
   3. 6.6 counterfeit goods, or items intended for use in fraud;
   4. 6.7 any other items which are prohibited or controlled in the country in which the Client or the respective Customer is located; and/or
   5. 6.8 personal data (other than personal data which is (i) Client or the respective Customer’s personal data, (ii) inadvertently accessed via searches for Client or the respective Customer’s personal data, (iii) contained in Client’s or the respective Customer’s intellectual property, or (iv) contained in Client’s or the respective Customer’s confidential information).
6. If the Client uses the Services for the purpose of receiving an indication regarding hacking to Access Credentials of the Client’s employees, providers, and/or officers (collectively, “Representatives”), and/or Client’s customers’ Representatives (as the case may be) (the “Access Credentials Subject”), the following provisions shall apply:
   1. 6. Client shall search only Access Credentials which relate to Client’s own domains or to the applicable Client Customer’s domain.
   2. 6.1 Client shall inform the Client’s Representatives and/or Client’s Customers’ representatives of the fact that it uses third-party services to obtain the full Access Credentials in order to receive an indication regarding hacking to the Representatives’ accounts, and that for such purpose Client or Client Customer may use the Access Credentials to log in to the account in order to verify if such account has been breached, and obtain the express written consent of the said Access Credentials Subject to the aforementioned prior to any such uses (“Access Credentials Subject Confirmation”).
   3. 6.2 The Client shall (i) keep all the Access Credentials Subject Confirmations for a the data retention period under required under applicable law; (ii) not use the Access Credentials for any purpose other than receiving an indication of hacking into the Access Credentials of the applicable Access Credentials Subject; and (iv) not transfer the Access Credentials to any third party.
   4. 6.3 In addition to any other remedy that Webz is entitled to according to the law and/or the Terms, it is hereby clarified that any breach of Section ‎6.6.1 and/or ‎6.6.2 above will trigger the Client indemnification obligation under Section ‎14.2 below, and the Client will indemnify Webz for any claims and/or demand of the Access Credentials Subject immediately upon Webz first request.
7. Consequences of unacceptable use. Where Webz suspects or otherwise becomes aware that Client attempts to make any use other than the Acceptable Use, Webz reserves the right to take the following steps:
   1. 6. Webz may:
      1. block searches;
      2. 6.1 notify the Client of any search deemed by Webz to be inappropriate;
      3. 6.2 If deemed necessary by Webz, terminate these Terms and the License, and access to the Cyber API and the PII API immediately upon written notice to Client;
8. Webz is authorized to conduct audits on the Client to verify compliance with the obligations outlined in Sections ‎6.6.1-6.6.3above, and the Client shall fully cooperate with Webz during such audits, providing all necessary documents and access required to satisfy Webz’s verification needs.Where any search relates to illegal or otherwise inappropriate material Webz may, report without notice such conduct to the appropriate law enforcement authorities in the relevant country, including but not limited to the country in which the Client is located.

1. 7. The Data Derivatives provided to Client through the PII API, and/or Cyber API will include Unstructured Raw Data. The Unstructured Raw Data is owned by third parties, and is not under the control of Webz nor is it responsible for any content contained therein. Since the Unstructured Raw Data is generated automatically by the Webz System and uploaded automatically to Client’s feed server, Webz does not review it at any stage, Webz and makes no warranties or representations with respect to it, including with respect to its legality, non-infringement, offensiveness, ownership, accuracy, correctness, suitability and content nor the right to use the Third Party Content.
2. 7.1 Webz shall in no way or manner be responsible for the accuracy of the Unstructured Raw Data, specifically including the results returned by the search services, and Client relies on the accuracy of such content solely at Client’s own risk.
3. 7.2 The data provided to the User as part of the Services (including, as applicable, Data Derivative, Structures of Data and Unstructured Raw Data) may include certain personal data (as such term is defined under applicable data protection laws) collected by Webz.io from public sources, in accordance with its privacy notice available at: . Each of Webz.io and the User is a separate and independent controller (as such term, or its equivalent, is defined under applicable data protection laws) in respect of such personal data, and shall: (a) individually determine the purposes and means of its processing of the personal data; (b) be independently responsible for its own compliance with the applicable data protection laws in connection with its processing of such personal data; (c) not intentionally cause the other party to breach any of its obligations under applicable data protection laws; and (d) shall be severally liable to any third party for damages it causes by any breach of applicable data protection laws.
4. 7.3 With respect to personal data which originates from the EEA and where the processing of such personal data by the User involves the storage and/or processing thereof in a jurisdiction that is not an Adequate Country, and the EU’s data protection laws (the GDPR) apply to the cross-border transfer of such personal data, both Webz.io and the User hereby agree that such transfers shall be governed by the SCCs which are hereby incorporated into these terms by reference and form an integral thereof. “Adequate Country” means a country or territory that is recognized by the EU Commission as providing adequate protection for personal data. “SCCs” means the unchanged version of the standard contractual clauses in Commission Decision 2021/914/EU (MODULE 1: Transfer Controller to Controller) (without optional clauses).
5. 7.4 The Website contains links to third party websites, whether posted by Webz, returned as results of the search Services or posted as third-party advertisements. Webz has no control over and makes no representations with respect to the content or any other aspect of such third party websites and will have no responsibility or liability with respect therewith.

1. 8. “Webz Information” means all non-public information in whatever form disclosed to or obtained by Client relating to the business and/or technology of Webz, including without limitation information relating to the Webz System, PII API, Cyber API, business plans and methods and pricing, but shall not include Data Derivatives. Client will maintain in strict confidence the Webz Information, and will not use in any way except as permitted herein the Webz Information and Data Derivatives. Client may disclose the Webz Information to its personnel who are subject to confidentiality undertakings substantially similar to those of this Section 8, and may use the Webz Information, but in each case solely to the extent necessary for the performance of these Terms. Client will be responsible for adherence to the restrictions in this provision by its personnel to whom it has disclosed Webz Information. However, the confidentiality restrictions of this Section 8 shall not apply to any Webz Information that: (1) is or becomes publicly available through no fault of Client; or (2) was in Client’s lawful possession without restriction on disclosure prior to the receipt of such information from Webz; or (3) is lawfully disclosed to Client by a third party without restriction on disclosure; or (4) is independently developed by Client; or (5) is made available by Webz to third parties without confidentiality restriction.
2. 8.1 Each party agrees to keep confidential and not to disclose the terms and conditions of these Terms to any third party other than (i) in confidence to its affiliates, actual or potential investors, banks, lawyers, accountants and other professional advisors; (ii) in connection with the enforcement of its rights under these Terms; (iii) as may be required by law, including, without limitation, in connection with the requirements of a public offering or securities filing; and (iv) in confidence in connection with a merger or acquisition or a proposed merger or acquisition. The existence of these Terms is not confidential.
3. 8.2 Without derogating from the generality of the foregoing, each party may issue a press release regarding the cooperation between the parties, subject to the prior written consent of the other party, which consent will not be unreasonably withheld.

1. 9. The Website, PII API, the Cyber API, Services, and/or Webz Technology and any software used in connection therewith (“Software”), or any inventions, ideas, concepts, information, materials, methods, processes, data and databases (other than the Unstructured Raw Data) compilations, programs, software, know-how, discoveries, developments, designs, artwork, formulae, algorithms, including improvements and derivatives thereof, other copyrightable works, and techniques and all Intellectual Property Rights (as defined below) contained therein or related to the Software are and will at all times remain the sole and exclusive property of Webz and/or its licensors and are protected by applicable intellectual property and other laws and treaties (“Webz Intellectual Property”). Client will not, by use of the Services, accessing the Website or otherwise, acquire any right, title or interest in any rights of Webz in the Software, under these Terms or otherwise.
2. 9.1 Notwithstanding anything herein to the contrary, Client shall reserve all rights (including Intellectual Property Rights) in the Enriched Data Derivatives as mentioned above. Nothing in these Terms constitutes a waiver of Webz’s or Client’s intellectual property rights under any law.
3. 9.2 For the purposes of these Terms, “Intellectual Property Rights” means: (i) patents and patent applications throughout the world, including all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and re-examinations of any of the foregoing; (ii) common law and statutory trade secrets and all other confidential or proprietary or useful information that has independent value, and all know-how, in each case whether or not reduced to a writing or other tangible form; (iii) all copyrights, whether arising under statutory or common law, whether registered or not; (iv) all trademarks, trade names, corporate names, company names, trade styles, service marks, certification marks, collective marks, logos, and other source of business identifiers, whether registered or not; (v) moral rights in those jurisdictions where such rights are recognized; and (vi) all other intellectual property and proprietary rights, and all rights corresponding to the foregoing throughout the world.

Client’s Account and any of its (and its employees’) personal data shall be processed by Webz in accordance with Webz’s current Privacy Policy is available at http://Webz.io/privacy  and is incorporated herein by reference (the “Privacy Policy”). Webz may change its Privacy Policy from time to time and such changes shall be effective as set forth in the Privacy Policy provided it sends Client prior written notice of such changes, including the material changes made in the new version of the Privacy Policy.

1. 11. Access to and utilization of the Website, PII API, the Cyber API, and/or the Services and the reliability, completeness and accuracy of the information displayed therein is subject to, among other things, the availability and operation of internet access and services. Webz has no control over the continual or proper functioning of the internet or of any specific internet connection and therefore, without derogating from Webzs’ undertakings in Section 3 above, and the provisions of Sections 12 and 13 below, Webz shall not be responsible or liable under any circumstances for any failure related to the Website, PII API, the Cyber API, and/or the Services arising from or related to the functioning of the internet and/or of any specific internet connection and Client will not be entitled to any compensation or refunds in connection therewith.
2. 11.1 In consideration with the Services, the Data Derivatives will be transmitted by Webz through the PII API, the Cyber API via upload over the internet. Subject to Webz’s undertakings in Section 3 above, Webz cannot guarantee continuous service, service at any particular time, or integrity of data stored or transmitted via the internet.

1. 12. EXCEPT FOR THE REPRESENTATIONS, WARRNATIES AND UNDERTAKINGS SET FORTH HEREIN THE WEBSITE, SERVICES, PII API, CYBER API, AND/OR THE STRUCTURES OF DATA, THE “Webz.IO” PLATFORM AND ANY CONTENT AND ANY INFORMATION RELATED THERETO, ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. WITHOUT DEROGATING FROM Webz’S UNDERTAKINGS UNDER ITS SERVICE LEVEL AGREEMENT, Webz DOES NOT WARRANT THAT THE WEBSITE, SERVICES, PII API, CYBER API, AND/OR THE STRUCTURES OF DATA CONTAINED THEREIN SHALL BE ERROR-FREE, THAT THEY SHALL OPERATE UNINTERRUPTED, THAT THE DATA DERIVATIVES CONTAINED THEREIN SHALL BE COMPLETE OR ACCURATE OR THAT IT SHALL MEET CLIENT’S REQUIREMENTS. Webz DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY AND NON-INFRINGEMENT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THESE TERMS.
2. 12.1 THE Webz SYSTEM CRAWLS THE SOURCES THAT ARE IN ITS INDEX FROM TIME TO TIME ON A CYCLICAL BASIS AND Webz MAKES NO UNDERTAKINGS OR COMMITMENTS REGARDING THE SOURCES THAT IT CRAWLS OR THE LENGTH OF TIME OF EACH SUCH CYCLE. Webz DOES NOT MAKE ANY EXPRESSED OR IMPLIED UNDERTAKING TO CRAWL ANY SPECIFIC SOURCE(S), OR TO CRAWL A CERTAIN MINIMUM NUMBER OR PERCENTAGE OF SOURCES.

1. 13. EXCEPT FOR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR BREACH BY CLIENT OF THE CLIENT RESTRICTIONS SET FORTH UNDER SECTION 6 ABOVE, EACH PARTY’S (INCLUDING WITHOUT LIMITATION, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, AGENTS AND AFFILIATES) SOLE AND CUMULATIVE LIABILITY TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS, COST OR DAMAGE RESULTING FROM ANY CLAIMS, DEMANDS OR ACTIONS ARISING OUT OF, OR RELATING TO, THESE TERMS AND/OR CLIENT’S USE OF THE WEBSITE, PII API, CYBER API, SERVICES THE DATA DERIVATIVES, OR THE ENRICHED DATA DERIVATIVES SHALL IN NO EVENT EXCEED THE CONSIDERATION ACTUALLY PAID BY CLIENT TO Webz FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT WHICH GAVE RISE TO THE APPLICABLE LOSS, COST OR DAMAGE (THE “LIABILITY CEILING”).
2. 13.1 EXCEPT FOR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, OR OTHER ECONOMIC ADVANTAGE (EVEN IF Webz HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY UPON WHICH THEY ARE BASED, WHETHER IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR RELATED TO THE USE OF OR THE INABILITY TO USE OR THE RELIANCE UPON THE INFORMATION OR DATA DERIVATIVES DISPLAYED, CONTAINED AND/OR DELIVERED BY THE WEBSITE, CYBER API, PII API, AND/OR SERVICES FOR ANY REASON. SOME STATES MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO CLIENT.

1. 14. Webz agrees to defend, indemnify and hold harmless Client, including its officers, directors, shareholders, employees, sub-contractors, agents and affiliates (“Client Indemnified Parties”), from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney’s fees) (collectively: the “Losses”) actually incurred by any of the Indemnified Parties in connection with third party claim or suit brought or made against any of Client Indemnified Parties, related to, or arising, directly, from any breach by Webz of any representation or warranty, covenant, obligation or undertaking by Webz hereunder except in case of any Unstructured Raw Data and the Crawler Services). Webz may participate in its own expense in the defense of any such claim with counsel of its own choice. This indemnification shall not exceed, in any event, the Liability Ceiling.
2. 14.1 Client agrees to defend, indemnify and hold harmless Webz, including its officers, directors, shareholders, employees, sub-contractors, agents and affiliates (“Webz Indemnified Parties”), from and against any and all Loses actually incurred by an of the Indemnified Parties in connection with third party claim or suit brought or made against any of Webz Indemnified Parties, related to, or arising from: (i) Client’s unauthorized use of the Webz Services, Cyber API, PII API, and/or the Data Derivatives provided therein; (ii) Client’s violation of any term of these Terms; (iii) Client’s breach of any representation or warranty, covenant, obligation or undertaking by Webz hereunder; and/or (iv) Client’s violation of any third party rights. Client may participate at its own expense in the defense of any such claim with counsel of its choice. This indemnification shall not exceed, in any event, the Liability Ceiling.
3. 14.2 A Party seeking indemnification must (a) provide the Party from which it is seeking indemnification with prompt written notice of the applicable claim, (b) provide the Party from which it is seeking indemnification the right to assume legal defense of the applicable claim or proceeding and negotiate any settlement or compromise thereof, and (c) reasonably cooperate with the Party from which it is seeking indemnification in defending the foregoing claims or proceedings; provided that, the Party from which it is seeking indemnification may not enter into any settlement obligating the Party seeking indemnification to take any action or incur any expense without the prior written consent of the Party seeking indemnification, and that, subject to the foregoing, the Party seeking indemnification reserves the right to employ its own counsel at its own cost and expense in such claim or proceeding.

1. 15. These Terms shall commence on the Order Date and through the end of the Subscription Period, unless terminated earlier pursuant to the terms of these Terms (the “Initial Term”). The Initial Term will be automatically renewed at the end of the Initial Term, for a renewal period equal in time to the original subscription period (“Renewal Term”), unless you provide us with written notice of your intent not to renew at least ninety (90) days prior to the expiration of the Initial Term or Renewal Term, as applicable, or up and until terminated pursuant to Section 15.2 below (the Initial Term together with the Successive Terms shall be referred to hereinunder as the -“Term”).
2. 15.1 Notwithstanding the foregoing, either party may terminate these Terms:
   1. For convenience with ninety (90) calendar days prior written notice to the other party;
   2. 15.2 In case of material breach of the other party that has not been cured within fifteen (15) calendar days following a written notice thereof from the non-breaching party; or
   3. 15.3 upon giving written notice to the other party in the event the other party should become insolvent, or upon the filing by or against the other party of a petition in bankruptcy or reorganization, or upon the filing of a request for the appointment of a trustee, liquidator or receiver for such party, or upon an assignment for the benefit of creditors by such party, or such similar action, should said event continue for a period of ninety (90) calendar days.
3. Termination of these Terms for any reason will not release Client of its obligation to pay any amount it was required to pay prior to termination of these Terms. The Subscription Fees shall be paid in full for the entire Subscription Period, and are not refundable or cancelable. The Subscription Fees are based on subscriptions/Services purchased in advance and not actual usage. For the avoidance of doubt, Client shall not be entitled to any refund in the event of cancelled subscription or unused Services.
4. Notwithstanding the foregoing, Webz may terminate these Terms with immediate effect in the event that Client is delinquent in payment and fails to make such delinquent payment within 10 calendar days after due.
5. Sections 1 (Definitions), 4 (Consideration), 6 (Client Restrictions), 7 (Third Party Content), 8 (Confidentiality), 9 (Intellectual Property Rights), 10 (Privacy), 11 (Internet; Disclaimer; Restriction), 12 (No Warranty), 13 (Limitation of Liability), 15 (Indemnification), 16 (Term; Termination) and 17 (Miscellaneous) shall survive termination for whatever reason and shall remain in full force and effect thereafter, mutatis mutandis.

1. 16. Governing Law; Jurisdiction. These Terms will be governed by and interpreted in accordance with the laws of the State of Israel without regard to the conflicts of laws principles thereof. Any dispute or claim arising out of or in connection with these Terms shall be finally and exclusively settled by the competent courts of Tel Aviv-Jaffa. For purposes of these Terms, Webz and Client hereby irrevocably consent to the exclusive jurisdiction of the competent courts in Tel Aviv-Jaffa.
2. 16.1 Entire Agreement. These Terms and the NDA constitute the entire agreement between Webz and the Client with respect to the subject matter hereof and supersedes any prior agreements between the parties with respect to the subject matter hereof. These Terms and the NDA may only be amended by a written instrument signed by both parties.
3. 16.2 Independent Contractors. The parties hereto are and shall remain independent contractors. Nothing herein shall be deemed to establish a partnership, joint venture, or agency relationship between the parties. Neither party shall have the right to obligate or bind the other party in any manner to any third party.
4. 16.3 No Waiver. Neither party shall, by mere lapse of time, without giving notice thereof, be deemed to have waived any breach by the other party of any terms or provisions of these Terms. The waiver by either party of any such breach shall not be construed as a waiver of subsequent breaches or as a continuing waiver of such breach.
5. 16.4 Assignment. Neither party may assign these Terms, or any rights or obligation hereunder, in whole or in part, without the prior written consent of the other party, and any attempt by a party to so assign these Terms shall be deemed null and void. Notwithstanding the foregoing, either party may transfer its rights and obligations hereunder to a third party that acquires all or substantially all of the assets subject to these Terms or securities of the transferring party.
6. 16.5 Notices. Notices to either party hereto shall be deemed given (a) four (4) business days after being mailed by airmail, postage prepaid, (b) the same business day, if dispatched by facsimile or electronic mail before 06:00 EST and sender receives acknowledgment of receipt, or (c) the next business day, if dispatched by facsimile or electronic mail after the hour 06:00 EST and sender receives acknowledgment of receipt. Mail shall be addressed to each party’s address as first mentioned above, fax and email as set forth below, or at such other address as it shall have notified the other pursuant to the provisions of this subsection.