Terms of Service

1. Introduction and Acceptance

This Terms of Service Agreement (the "Agreement") is a binding legal contract between you, the user or the entity you represent ("Customer," "you," or "your"), and Scrapely LLC, a California limited liability company ("Scrapely," "we," "us," or "our"). This Agreement governs your access to and use of the Scrapely software-as-a-service platform, including any associated applications, application programming interfaces (APIs), managed services, and related services (collectively, the "Services").

By clicking "I Agree," creating an account, executing an Order Form or Statement of Work, accessing the API, or by accessing or using the Services in any manner, you represent and warrant that you have the legal capacity and authority to bind yourself or the entity you represent to this Agreement, and you unconditionally consent to be bound by all terms, conditions, and notices contained or referenced herein. If you do not agree to all of the terms of this Agreement, you must not access or use the Services.

We may amend or modify this Agreement at any time by posting the revised version on our website and providing notice to you via the email address associated with your account. Material changes will be communicated at least thirty (30) days before taking effect. Your continued use of the Services after the effective date of any such modifications constitutes your acceptance of the amended Agreement.

2. Definitions

"Connected Account" means any third-party social media account, specifically including any X (Twitter) account, that you link, integrate, or otherwise connect to the Services. Connected Accounts must be accounts that you own, are authorized to use, and have obtained through legitimate means.

"Customer Data" means any and all information, data, text, content, and materials submitted, uploaded, or transmitted by or on behalf of the Customer to the Services, including but not limited to message content, lead information, campaign configurations, and data obtained through the Services.

"Platform" means the proprietary cloud-based technology, infrastructure, and software, including the API, used by Scrapely to deliver the Services.

"Third-Party Platform" means any software, applications, or services not provided by Scrapely that are integrated with or accessible through the Services, including but not limited to X (Twitter).

"Subscription Term" means the initial term of your subscription to the Services as specified in an Order Form, and any subsequent renewal terms.

3. The Services

3.1 Provision of Services

Subject to the terms and conditions of this Agreement, Scrapely will provide the Services to the Customer for the Subscription Term. The Services are provided on a subscription basis and include access to the Scrapely platform for X (Twitter) direct message outreach, lead scraping, campaign management, analytics, CRM functionality, and API access.

3.2 Connected Accounts and Third-Party Platform Compliance

To utilize the full functionality of the Services, you must connect one or more X (Twitter) accounts to the Scrapely platform. By granting Scrapely access to a Connected Account, you represent, warrant, and acknowledge that:

• You are the rightful owner of or are fully authorized to use the Connected Account, and you have obtained the Connected Account through legitimate means;
• You have the full right and authority to grant Scrapely access to the Connected Account and to authorize Scrapely to perform actions on your behalf;
• You are solely responsible for ensuring that your use of the Services complies with the terms of service, policies, guidelines, and rules of any Third-Party Platform, including X (Twitter);
• You acknowledge that the use of automation tools may violate the terms of service of certain Third-Party Platforms, and you assume all risk and liability associated with such use;
• You understand and accept that Third-Party Platforms may suspend, ban, restrict, or take other adverse action against your Connected Account as a result of using automation tools;
• You will not hold Scrapely responsible for any consequences arising from your use of the Services, including account suspension, termination, shadow-banning, data loss, or reputational damage;
• You are solely responsible for the content of all messages sent through the Services, including compliance with applicable anti-spam laws and consumer protection statutes.

3.3 General Restrictions

You shall not (and shall not permit any third party to):

• Rent, lease, sublicense, resell, or provide access to the Services to any third party without Scrapely's prior written consent;
• Use the Services to build a competitive product, service, or offering;
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Platform;
• Use the Services for any illegal, harmful, fraudulent, or abusive activities;
• Interfere with or disrupt the security, integrity, availability, or performance of the Platform;
• Circumvent any rate limits, usage restrictions, or technical safeguards implemented by Scrapely.

4. API-Specific Terms

API access is granted to Customers with eligible subscription plans. API keys are confidential and must not be shared, published, or embedded in client-side code. You are responsible for all activity that occurs under your API credentials. If you suspect unauthorized use of your API keys, you must notify Scrapely immediately and regenerate your credentials.

The API is subject to rate limits as specified in the API Documentation. Scrapely reserves the right to throttle, suspend, or terminate API access for any Customer that exceeds rate limits, engages in abusive usage patterns, or otherwise places unreasonable load on the Platform's infrastructure.

Scrapely reserves the right to modify, deprecate, or discontinue API endpoints at any time. We will use commercially reasonable efforts to provide at least thirty (30) days' notice before making breaking changes to the API.

5. Subscription, Fees, and Payment

5.1 Subscription Term and Auto-Renewal

Your subscription will commence on the date specified and will continue for the initial Subscription Term (monthly or annual, as selected). Unless you cancel your subscription in accordance with Section 5.4, your subscription will automatically renew for additional periods of the same duration at our then-current fees.

5.2 Fees and Payment

You agree to pay all fees specified at the time of purchase. All fees are due in advance at the start of each billing cycle and are non-refundable except as expressly provided herein. Payments will be processed through a third-party payment processor (currently Stripe). Scrapely reserves the right to change its pricing with at least thirty (30) days' notice prior to your next renewal date.

5.3 Cancellation Policy

You may cancel your subscription through your account settings or by contacting us at jules@scrapely.co at least five (5) days prior to your next renewal date. Cancellation will become effective at the end of the current paid Subscription Term. No refunds will be issued for partial billing periods.

5.4 Chargebacks

If you initiate a chargeback or payment dispute without first attempting to resolve the issue directly with Scrapely, we will consider your account to be in material breach of this Agreement. Your account will be immediately suspended, and we reserve the right to pursue all available legal remedies.

6. Acceptable Use Policy

You agree not to use the Services to:

• Send spam, unsolicited bulk messages, or any communication that violates applicable laws, including but not limited to the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), and equivalent regulations;
• Harass, abuse, threaten, stalk, or defame any person or entity;
• Distribute illegal, obscene, hateful, discriminatory, or otherwise objectionable content;
• Infringe upon the intellectual property rights of any third party;
• Engage in any activity that is fraudulent, deceptive, misleading, or constitutes impersonation;
• Scrape, collect, or store personal data in a manner that violates applicable data protection laws, including the CCPA and GDPR;
• Introduce any viruses, worms, trojan horses, ransomware, or other malicious code into the Platform;
• Attempt to gain unauthorized access to Scrapely's systems, other users' accounts, or any data not intended for you;
• Use the Services to facilitate or promote illegal activities;
• Resell, sublicense, or provide access to the Services to third parties without authorization.

A breach of this Acceptable Use Policy constitutes a material breach of this Agreement, and we reserve the right to suspend or terminate your account immediately, without notice and without refund.

7. Data Protection and Privacy

7.1 Customer Data

Customer retains all right, title, and interest in Customer Data. Customer grants Scrapely a non-exclusive, worldwide, royalty-free license to use, copy, store, transmit, modify, and display Customer Data solely to the extent necessary to provide, maintain, and improve the Services.

7.2 What We Store

To operate the Services, we store authentication tokens, session cookies, and account identifiers necessary to access your Connected Accounts. We do not store passwords or 2FA tokens. All stored authentication data is encrypted at rest and in transit using industry-standard encryption protocols.

7.3 Data Security

Scrapely implements commercially reasonable technical and organizational measures to protect Customer Data and Connected Account credentials against unauthorized access, disclosure, alteration, or destruction. In the event of a data breach affecting Customer Data, Scrapely will notify affected Customers within seventy-two (72) hours of becoming aware of the breach.

7.4 Data Deletion

Upon disconnection of a Connected Account from the Platform, or upon termination of this Agreement, associated authentication data and Customer Data will be permanently deleted from Scrapely's systems upon written request, subject to any legal retention obligations.

7.5 Compliance with Data Protection Laws

Customer is solely responsible for ensuring that its use of the Services complies with all applicable data protection and privacy laws, including the CCPA, GDPR, and any other relevant regulations. Scrapely acts as a data processor with respect to personal data processed on Customer's behalf through the Services.

8. Intellectual Property Rights

As between the parties, Scrapely owns all right, title, and interest, including all Intellectual Property Rights, in and to the Services, the Platform, the API, the Documentation, and any improvements or enhancements thereof. We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during the Subscription Term, strictly for the purposes permitted by this Agreement.

If you provide us with any suggestions, comments, ideas, or other feedback relating to the Services ("Feedback"), you hereby assign to us all right, title, and interest in and to such Feedback. We are free to use any such Feedback without any obligation or compensation to you.

9. Confidentiality

Each party agrees that all business, technical, financial, and operational information disclosed by the other party that is designated as confidential shall be held in strict confidence. The Receiving Party shall use Confidential Information solely for the purposes of this Agreement, not disclose it to any third party without prior written consent, and protect it with at least the same degree of care used to protect its own confidential information.

10. Warranties and Disclaimers

10.1 Customer Warranties

You represent and warrant that: (a) you have obtained all necessary rights, consents, and permissions to use the Customer Data; (b) your Connected Accounts are legitimately obtained and you are authorized to use them; (c) your use of the Services will comply with all applicable laws; and (d) you will not use the Services in any manner that violates the rights of any third party.

10.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND SCRAPELY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10.3 Third-Party Platform Risk Disclaimer

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT: (A) THE SERVICES INVOLVE AUTOMATION THAT MAY VIOLATE THE TERMS OF SERVICE OF THIRD-PARTY PLATFORMS, INCLUDING X (TWITTER); (B) SCRAPELY MAKES NO REPRESENTATION OR WARRANTY THAT YOUR USE OF THE SERVICES WILL COMPLY WITH THE TERMS OF SERVICE OF ANY THIRD-PARTY PLATFORM; (C) YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER YOUR USE COMPLIES WITH THIRD-PARTY PLATFORM TERMS; (D) SCRAPELY SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY SUSPENSION, TERMINATION, RESTRICTION, SHADOW-BAN, OR OTHER ADVERSE ACTION TAKEN BY ANY THIRD-PARTY PLATFORM AGAINST YOUR ACCOUNT; (E) YOU ASSUME ALL RISK ASSOCIATED WITH USING AUTOMATION TOOLS ON THIRD-PARTY PLATFORMS; (F) THE PERFORMANCE AND DELIVERABILITY OF MESSAGES ARE DEPENDENT ON FACTORS OUTSIDE SCRAPELY'S CONTROL, AND SCRAPELY MAKES NO GUARANTEES REGARDING MESSAGE DELIVERY OR RESPONSE RATES.

11. Limitation of Liability

IN NO EVENT SHALL SCRAPELY, ITS AFFILIATES, MEMBERS, MANAGERS, DIRECTORS, EMPLOYEES, AGENTS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, BUSINESS OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY; (III) ANY ACTION TAKEN BY ANY THIRD-PARTY PLATFORM, INCLUDING ACCOUNT SUSPENSION OR TERMINATION; (IV) YOUR VIOLATION OF ANY THIRD-PARTY PLATFORM'S TERMS OF SERVICE; (V) ANY INTERRUPTION OR DISCONTINUATION OF THE SERVICES; (VI) ANY FAILURE OF MESSAGES TO BE DELIVERED.

IN NO EVENT SHALL SCRAPELY'S AGGREGATE LIABILITY EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100) OR (B) THE TOTAL FEES PAID BY YOU DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Indemnification

You agree to defend, indemnify, and hold harmless Scrapely, its Affiliates, and their respective members, managers, officers, directors, employees, contractors, and agents from and against any and all claims, demands, actions, damages, losses, liabilities, costs, or expenses (including reasonable attorneys' fees) arising from or relating to:

• Your use of and access to the Services, the API, or the Platform;
• Your violation of any term of this Agreement, including the Acceptable Use Policy;
• Your violation of any third-party right, including intellectual property, privacy, or publicity rights;
• Any claim that your Customer Data or messages caused damage to a third party;
• Your violation of any applicable laws, including anti-spam and data protection laws;
• Your violation of any Third-Party Platform's terms of service;
• Any action taken by any Third-Party Platform against your account or against Scrapely as a result of your use of the Services;
• The source, legitimacy, or authorization status of your Connected Accounts.

13. Termination

13.1 Termination by Customer

You may terminate this Agreement by canceling your subscription in accordance with Section 5.3 and ceasing all use of the Services.

13.2 Termination by Scrapely

Scrapely may suspend or terminate your access to the Services, in whole or in part, at any time and for any reason, including but not limited to:

• Violation of this Agreement, including the Acceptable Use Policy;
• Non-payment or failure to renew a subscription;
• Engaging in fraudulent, illegal, or harmful activities;
• Receipt of a cease-and-desist, subpoena, or legal demand related to your use;
• Actions by Third-Party Platforms that impact Scrapely's ability to provide the Services;
• Conduct that poses a risk to the Platform, other users, or Scrapely's business.

13.3 Effect of Termination

Upon termination: (a) all rights and licenses granted to you shall immediately terminate; (b) you shall immediately cease all use of the Services; (c) you shall pay any outstanding fees owed; (d) each party shall return or destroy the other party's Confidential Information; and (e) Scrapely will delete Customer Data upon written request.

14. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations (except for payment obligations) to the extent such failure or delay results from circumstances beyond the affected party's reasonable control, including: acts of God, natural disasters, pandemic, war, terrorism, government actions, changes to Third-Party Platform APIs or services, internet or telecommunications failures, power outages, cyberattacks, or the actions of Third-Party Platforms.

15. Dispute Resolution and Arbitration

15.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.

15.2 Informal Resolution

Before initiating any formal dispute resolution proceeding, the parties agree to first attempt to resolve any dispute informally by contacting each other and negotiating in good faith for a period of at least thirty (30) days.

15.3 Binding Arbitration

Any dispute arising out of or relating to this Agreement shall be determined by binding arbitration in Alameda County, California before one (1) neutral arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. The prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

15.4 Class Action and Jury Trial Waiver

YOU AND SCRAPELY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. YOU AND SCRAPELY HEREBY IRREVOCABLY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.

16. General Provisions

Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements.

Severability: If any provision is held invalid, the remaining provisions remain in full force and effect.

Waiver: The failure to enforce any right or provision shall not constitute a waiver of such right or provision.

Assignment: You may not assign or transfer this Agreement without our prior written consent. Scrapely may assign this Agreement without restriction.

Independent Contractors: The relationship between you and Scrapely is that of independent contractors.

Notices: All notices should be sent to jules@scrapely.co.