Terms of Service - ScrapeBadger

Plain-language summary (not part of the Terms). ScrapeBadger is a technical tool that fetches publicly available web content you ask for, in structured form. You personally choose what to request and what to do with the results, so you are solely responsible for making sure that is lawful, including copyright, database rights and personal-data rules. We don’t keep your results, we don’t sell them, and we don’t claim any rights in them. Anyone can use the Services; if you are a consumer, you keep all your statutory rights, including the right of withdrawal. Lithuanian law applies and the courts of Vilnius decide disputes. If we receive a substantiated complaint about how you use the Services, we can restrict or suspend your access. Read the whole document; the summary does not change what it says.

1. Who we are and how these Terms work

1.1 Parties. These Terms of Service (“Terms”) are a binding agreement between MB Reikalita, a small partnership (mažoji bendrija) incorporated in the Republic of Lithuania, legal entity code 306684138, registered office at Ramioji g. 12, Bajorų k., Vilniaus raj., Lithuania (“ScrapeBadger”, “we”, “us”), and the person or entity that creates an Account, purchases Credits, or otherwise accesses or uses the Services (“you”, “Customer”).

1.2 The Services. “Services” means the ScrapeBadger platform and everything we make available under the ScrapeBadger name: the web data extraction APIs and endpoints, the general web scraping API, structured-data extraction, screenshots, batch processing, real-time stream monitors and filter rules, AI-answer retrieval endpoints, the customer dashboard at scrapebadger.com, the documentation at docs.scrapebadger.com, our SDKs, command-line tools, the ScrapeBadger MCP server, integrations we publish on third-party marketplaces (for example Apify), and any related software, tools or support.

1.3 Documents that form the Agreement. The following documents together form the agreement between you and us (the “Agreement”), in this order of precedence in case of conflict:

(a) an Order Form, Enterprise Agreement or other document signed by both parties, if any;

(b) these Terms;

(d) the Third-Party Content and Intellectual Property Policy (“Content Policy”);

(e) the Refund and Cancellation Policy (“Refund Policy”);

(f) the Documentation.

Our Privacy Policy and Cookie Policy describe how we handle personal data and cookies; they are informational notices and not part of the contract.

1.4 Acceptance. You accept the Agreement by doing any of the following: clicking a button or ticking a box indicating acceptance; creating an Account; generating or using an API key; making a Request through any Access Channel; or purchasing Credits or a Subscription. You confirm that you have had a genuine opportunity to read the Agreement before accepting it. If you do not agree, do not use the Services.

1.5 Who may use the Services. The Services are available to businesses, organisations and individuals. If you are a natural person acting for purposes outside your trade, business, craft or profession, you are a consumer, and nothing in the Agreement limits or excludes any right you have under mandatory consumer-protection law, including your statutory right of withdrawal. Where the Agreement conflicts with such a right, the right prevails. If you use the Services for purposes within your trade, business, craft or profession, you confirm that you are not acting as a consumer.

1.6 Authority. If you accept the Agreement on behalf of a company or other organisation, you represent that you have authority to bind it, and “you” refers to that organisation. If you do not have such authority, you must not accept or use the Services on its behalf, and you may be personally responsible for any loss caused to us by your unauthorised acceptance or use.

1.7 Language. The Agreement is concluded in English. Translations, if any, are for convenience only and the English version prevails.

2. Definitions

In the Agreement:

“Access Channel” means any interface through which the Services can be used, including the dashboard, the APIs, the SDKs, the CLI, the MCP server and marketplace integrations.

“Account” means the customer account you register with us, including all API keys, team members and settings associated with it.

“Business Day” means a day other than a Saturday, Sunday or public holiday in the Republic of Lithuania.

“Credits” means the units of measure we use to meter use of the Services. “PAYG Credits” are Credits purchased on a pay-as-you-go basis; “Subscription Credits” are Credits included in a Subscription; “Promotional Credits” are Credits we grant free of charge (for example free-trial, referral, review or goodwill credits).

“Cookie Policy” and “Privacy Policy” mean the documents so titled published at scrapebadger.com/legal, as updated from time to time.

“Documentation” means the technical documentation, pricing tables, credit-cost tables, rate limits and usage guidelines we publish for the Services at docs.scrapebadger.com and on the Pricing Page, as updated from time to time.

“Fees” means all amounts payable for the Services, including Subscription fees and PAYG top-ups.

“Order Form” means an order form, quote, statement of work or enterprise agreement for the Services that is signed or otherwise expressly accepted by both parties.

“Output” means any data, content, text, images, media references, screenshots, files, AI-generated responses, metadata or other material that is retrieved, rendered, extracted, transformed or generated by the Services in response to your Requests.

“Personal Data” has the meaning given in the applicable Regulation (EU) 2016/679 (the “GDPR”) and includes equivalent terms under other applicable data-protection laws.

“Pricing Page” means scrapebadger.com/pricing, as updated from time to time.

“Request” means any call, query, job, filter rule, stream configuration or other instruction that you (or anyone using your Account or API keys, including automated agents) send to the Services.

“Source” means any third-party website, application, platform, search engine, marketplace, AI assistant, database or other online resource from which the Services retrieve Output at your Request.

“Subscription” means a recurring plan (for example Starter, Growth, Pro or Scale) that includes a monthly or annual allowance of Subscription Credits and other plan features.

“Third-Party Content” means any content, data or material within Output, or otherwise obtained through the Services, that originates from a Source and/or that is owned or controlled by, or originates from any third party. Third-Party Content includes works and/or material protected by copyright, database rights, trademark or other intellectual property rights, as well as personal data and confidential information relating to third parties, and other subject matter in which third parties may hold rights.

“Usage Data” has the meaning given in clause 5.4.

“User Data” means the information you provide to us in connection with your Account, including Account details, billing details, configurations, filter rules and webhooks, but excluding Usage Data.

3. Eligibility, Accounts and Security

3.1 Eligibility. You may use the Services only if you: (a) are at least 18 years old and have full legal capacity; (b) are not a person, and do not act for a person, that is subject to sanctions or located in a territory described in clause 18.2; and (c) have not previously had an Account terminated by us for breach.

3.2 Accurate information; one Account. You must provide accurate, complete and current registration and billing information and keep it updated. Unless we agree otherwise in writing, each person or organisation may hold one Account. You may not create or use additional Accounts to obtain additional Promotional Credits, to circumvent rate limits, quotas or pricing, or to avoid a suspension or termination. Accounts created in breach of this clause may be closed without notice and any Credits in them forfeited.

3.3 Credentials and API keys. API keys and other credentials are confidential and personal to your Account. You are responsible for keeping them secure and for all activity that occurs under your Account, whether or not authorised by you, until you notify us at legal@scrapebadger.com and we have had a reasonable time to act. You may not share, publish, sell, lend, or sublicense API keys. We may rotate or revoke keys where we reasonably suspect compromise.

3.4 Team members and end users. If your Account allows additional users, you are responsible for their compliance with the Agreement. If you use the Services to provide your own products or services to your customers or end users, you remain solely and fully responsible to us for all use of the Services through your products and/or by you and by your customers or end users. You must bind your customers to terms that are at least as protective of Sources and third parties as the AUP and the Content Policy and impose on such customers contractual restrictions that are materially consistent with the restrictions applicable to you under the AUP and the Content Policy, to the extent relevant to their use of the Services or Output, and you must not permit your customers to do anything that you may not do under the Agreement.

3.5 Automated agents. If you access the Services through scripts, bots, AI agents or assistants (including through the ScrapeBadger MCP server or through third-party tools), every Request made by that automation is treated as made by you, and you are responsible for the instructions you give it and for any Output it retrieves.

3.6 Verification. We may at any time, before or after activating an Account or a feature, ask you to verify your identity, your organisation, your VAT or company registration details, your payment method, or your intended use case, and we may suspend or limit the Services until verification is completed to our reasonable satisfaction. We may refuse or limit service to any customer or use case at our discretion where we consider the legal, reputational or operational risk unacceptable.

4. The Services

4.1 What we provide. The Services retrieve, at your Request and on your risk and behalf, content that Sources make available to the general public, and return it to you in a structured or rendered form. We provide the technical infrastructure for that retrieval, including request routing, proxy and network management, rendering, parsing and formatting, together with the related tools listed in clause 1.2. However, we take no risk or liability for your use of Services.

4.2 Nature of the Services. You acknowledge and agree that:

(a) the Services are a general-purpose, content-neutral technical tool; we do not select which Sources you query, which content you request, when you request it, or the purpose for which Output is used, you do;

(b) we do not review, curate, edit (other than technical formatting and parsing), verify, endorse, or take editorial responsibility for any Third-Party Content;

(d) we are not a party to any relationship between you and any Source, and we are not affiliated with, endorsed by or sponsored by any Source. Source names and marks may appear in the Services and Documentation strictly for the informative purpose and only to describe the platform with which a given endpoint is designed to work;

(e) the availability, structure and content of Sources are outside our control, and the results of any Request depend on the Source at the time of the Request.

4.3 Publicly available content only. The Services are designed and operated to retrieve only content that a Source makes available to the general public without requiring authentication. We do not offer, and you must not attempt to obtain through the Services, access to content or functionality that you are not entitled to access, including content behind a login, paywall, subscription, private group or similar restriction. You must not supply us with, or configure the Services to use, any username, password, session token, cookie or other credential for any Source. You are responsible for checking whether you are legally allowed to access and use the content you request, including under any applicable terms or access restrictions of the relevant Source. The fact that content is publicly available, or that the Services can technically retrieve it, does not by itself mean that you are legally entitled to copy, store or use it. Content may be subject to rights, permissions or restrictions form the Source. Any use of content is solely your responsibility and liability.

4.4 Changes to the Services. We continuously develop the Services. We may add, modify, deprecate or withdraw endpoints, features, Sources, Access Channels and Documentation, and may change the number of Credits an endpoint consumes, subject to clause 9.4. Where reasonably practicable we will give advance notice of the withdrawal of a documented endpoint. The withdrawal or modification of an endpoint or Source is not a breach of the Agreement; any unused Credits remain available for other endpoints.

4.5 Beta and experimental features. Features identified as beta, preview, experimental or similar are provided for evaluation, may be changed or withdrawn without notice, may be less reliable, and are provided without any warranty or service commitment.

4.6 AI-generated Output. Some endpoints retrieve responses generated by third-party AI assistants or search features (for example answers, summaries or “AI overview” content). Such Output is generated by third-party systems, is not a statement by us, may be inaccurate, incomplete, biased or out of date, and must not be relied on without independent verification. You are responsible for complying with all laws applicable to your use of AI-generated content.

4.7 Third-party marketplaces and tools. If you access the Services through a third-party platform (for example an Apify actor, an AI-assistant marketplace or an integration), that platform’s terms also apply to your use of the platform. As between you and us, the Agreement governs your use of the Services. We are not responsible for any third-party platforms, services and/or tools.

4.8 Support. We provide support by email at support@scrapebadger.com and through the channels described in the Documentation. Unless an Order Form says otherwise, support is provided on a reasonable-efforts basis without guaranteed response times.

5. Licence, Restrictions and Usage Data

5.1 Licence. Subject to the Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence, during the term of the Agreement, to access and use the Services and Documentation through the Access Channels for your internal business purposes and for the purpose of building and operating your own products and services, provided that your products do not consist of, or primarily function as, a means of providing others with access to the Services or to raw Output on demand.

5.2 Restrictions. You must not, and must not permit anyone else to:

(a) resell, rent, lease, sublicense, white-label or otherwise make the Services available to third parties as a service, except as expressly permitted in clause 5.1 or an Order Form;

(b) copy, modify, translate, adapt or create derivative works of the Services or Documentation, or reverse engineer, decompile or disassemble any part of the Services, except to the extent that applicable law expressly permits this despite this restriction;

(c) use the Services, the Documentation or any Output to develop, train, benchmark for competitive purposes, or improve a product or service that competes with the Services;

(d) circumvent, disable or interfere with usage metering, Credit accounting, rate limits, quotas, access restrictions or security features of the Services;

(e) probe, scan or test the vulnerability of the Services or our infrastructure, or interfere with their operation, without our prior written authorisation;

(f) scrape, crawl or extract data from scrapebadger.com or docs.scrapebadger.com other than through the documented APIs and Access Channels;

(g) remove, obscure or alter any proprietary notice in the Services or Documentation;

(h) use the Services in any application where failure of the Services could lead to death, personal injury or severe physical or environmental damage; or

(i) use the Services other than in accordance with the AUP, the Content Policy and the Documentation;

(j) share, transfer, sell or otherwise make available your Account, API keys or other access credentials to any third party, except to your authorised users as permitted under the Agreement;

(k) create or use multiple Accounts, API keys or other means to circumvent rate limits, Credit requirements, usage restrictions, suspensions or other limitations imposed on your Account.

5.3 Rate limits and fair use. Rate limits, concurrency limits and other technical limits are set out in the Documentation and may depend on your plan. We may throttle, queue or reject Requests that exceed those limits or that, in our reasonable judgment, threaten the stability, security or fair use of the Services or impose disproportionate load on a Source.

5.4 Usage data and logs. You acknowledge that, to operate, secure, bill and improve the Services and to comply with law, we record metadata about your Requests, including the endpoint used, the Source URL or query parameters, timestamps, originating IP address, response status, Credits consumed and error information (“Usage Data”). Usage Data is retained for twelve (12) months from the date of the Request, and for longer where it is needed to handle a notice, complaint, dispute or legal claim or where the law requires it. We may use Usage Data in aggregated or de-identified form for analytics and service improvement, and we may disclose Usage Data where required by law, court order or a competent authority, to investigate suspected breaches of the Agreement, or to establish, exercise or defend legal claims, including claims by rights holders or Sources.

6. Acceptable Use

6.1 AUP. You must comply with the AUP, which forms part of the Agreement. Without limiting the AUP, you must not use the Services or Output to:

(a) violate any applicable law or regulation, or the rights of any person, including intellectual-property, database, privacy, confidentiality, personality, contractual and consumer rights;

(b) obtain or attempt to obtain content or functionality that you are not entitled to access (clause 4.3);

(c) send Requests in a manner or volume that is designed to, or is reasonably likely to, disrupt, degrade or overload a Source or any network;

(d) collect, process or use Personal Data in breach of clause 8 or the AUP;

(e) send unsolicited communications, engage in fraud, impersonation, harassment, stalking, discrimination or the distribution of malicious code;

(f) extract or re-utilise all or a substantial part of a Source’s database or otherwise breach the Content Policy; or

(g) breach clause 5.2(c) (competing services).

6.2 No obligation to monitor. We are not obliged to monitor Requests, Output or your use of the Services, and we do not review Output. We rely on your representations and commitments in the Agreement. We may nevertheless monitor and investigate use of the Services where we consider it appropriate, including automatically, to protect the Services, Sources, third parties and ourselves.

6.3 Right to block. We may at any time, with or without notice, block, restrict or rate-limit particular Sources, domains, endpoints, Request patterns, geographies or Output types, for all customers or for you specifically, where we consider this necessary or advisable in the light of legal requirements, complaints, requests from Sources, rights holders or authorities, risk assessments, or the protection of the Services. Such action is not a breach of the Agreement and does not entitle you to any compensation and/or a refund, except as stated in the Refund Policy or in clauses 16.3, 16.4(e) and 17.1.

7. Third-Party Content and the Rights of Others

7.1 No rights granted. Output is or may be Third-Party Content. We do not own it and we grant you no rights in it. Third-Party Content may be protected by copyright and related rights, the sui generis right of database makers, trademarks, rights of personality, image and publicity, confidentiality, contractual restrictions accepted by you, and data-protection law. Whether and how you may collect, keep and use Third-Party Content is governed by the applicable law and by the rights of the relevant third parties, not by the Agreement.

7.2 Your responsibility to assess lawfulness. You are solely responsible for determining, before you make a Request and before you use any Output, that your collection, storage, processing and use of the Third-Party Content concerned is lawful in every jurisdiction that applies to you, including with respect to:

(a) copyright and related rights, including the scope and conditions of any limitation or exception on which you rely (such as exceptions for text and data mining, quotation, research or temporary reproduction) and any effective reservation of rights made by a rights holder;

(b) the sui generis right of database makers and any equivalent protection;

(d) any terms, licences or other contractual restrictions that bind you in relation to a Source or its content;

(e) any court order, regulatory decision, sanction or other legal restriction applicable to you or to the content.

The fact that the Services offer an endpoint for a particular Source, or that a Request succeeds, is not a representation by us that any particular collection or use of Output is lawful. We do not provide legal advice.

7.3 Specific restrictions. In addition to the Content Policy, you must not use the Services or any Output to:

(a) download, store, copy, re-host, publish, display, distribute, sell, license or otherwise exploit images, photographs, videos, audio or other media obtained from a Source, including by copying them to your own websites, applications or marketing materials, using them in advertising, or reselling them, unless the rights holder has authorised that use or a statutory exception clearly applies to you;

(b) publish, republish, redistribute, communicate to the public, sell, license, use in advertising or otherwise commercially exploit creative listing descriptions, articles, reviews or other protected text obtained from a Source, unless the rights holder has authorised that use or a statutory exception clearly applies to you. Internal storage and analysis of such text is permitted to the extent that it is lawful;

(c) extract or re-utilise the whole or a substantial part (evaluated qualitatively or quantitatively) of the contents of any Source’s database, or repeatedly and systematically extract or re-utilise insubstantial parts in a way that conflicts with the normal exploitation of that database or unreasonably prejudices the legitimate interests of its maker, or create a substitute, mirror or competing database from a Source;

(d) remove, alter or obscure any copyright notice, watermark, attribution, licence term or rights-management information contained in Third-Party Content;

(e) use any Source’s name, logo or trademark in a manner that suggests affiliation, sponsorship or endorsement of you or your products by that Source, or that of ScrapeBadger by that Source; or

(f) train, fine-tune or evaluate machine-learning models on Third-Party Content where that is prohibited by law or by an effective reservation of rights.

7.4 Media references. Where Output contains images, video, audio or other media, the Services return references (such as URLs) to the media as hosted by the Source. We do not host or store copies of such media. Any retrieval, display or use of the media itself is done by you, from the Source, at your own risk and responsibility. We recommend that you display third-party media, where lawful, by reference to the original location rather than by making copies.

7.5 Non-affiliation and trademarks. All third-party names and marks in the Services, the Documentation and our marketing are the property of their respective owners and are used solely to identify the platform with which a feature is designed to work. ScrapeBadger is an independent tool and is not affiliated with, endorsed by or sponsored by any Source.

7.6 Notices and complaints. The Content Policy describes how rights holders, Sources and others can notify us of alleged infringements or misuse, how we assess such notices, what action we may take (including restricting specific content, endpoints or Sources and suspending or terminating Accounts), and our policy for Repeat Infringers (as defined in the Content Policy). You agree that we may take those actions and that doing so is not a breach of the Agreement.

7.7 Your duty to inform us. You must notify us at legal@scrapebadger.com within five (5) Business Days if you receive any claim, demand, cease-and-desist letter, complaint or block from a Source, a rights holder, a data subject or an authority that relates to Output or to your use of the Services, and you must preserve the relevant records and cooperate with us in good faith, including by promptly providing us with all information and documents reasonably necessary to assess the matter and, where appropriate, to respond to or defend against the relevant claim, complaint or proceeding.

8. Personal Data

8.1 Roles.

(a) For the Personal Data we collect about you and your users as customers (Account details, billing, Usage Data, communications), we act as an independent controller, as described in our Privacy Policy.

(b) To the extent that we process Personal Data contained in Output solely for the purpose of executing your Requests and delivering the Output to you, you are the controller (or a processor acting for another controller) and we act as your processor, processing that data only on your documented instructions, namely your Requests, for that purpose, under the terms of the DPA. The DPA forms part of the Agreement whenever the GDPR, the GDPR as it forms part of the law of the United Kingdom (the "UK GDPR") or a similar law applies to Personal Data in Output.

8.2 Your obligations. Where Output contains Personal Data, you must:

(a) have and document a valid lawful basis for each processing purpose, and carry out any required legitimate-interests assessment or data-protection impact assessment, completing any such assessment before making the relevant Request where required by applicable law;

(b) provide data subjects with the information required by law (including under Article 14 GDPR), or have documented why an exemption applies;

(d) not target, or knowingly collect or process, special categories of Personal Data within Article 9(1) GDPR, data relating to criminal convictions and offences within Article 10 GDPR, or Personal Data of persons you know or should reasonably know to be under 18, unless you have a specific, documented legal condition permitting it;

(e) not use Output for unsolicited marketing communications to individuals unless you comply with applicable direct-marketing and e-privacy rules;

(f) not use Output for surveillance, tracking or profiling of individuals that is covert or otherwise unlawful, for stalking, harassment, intimidation or discrimination, for facial recognition, or for automated decisions producing legal or similarly significant effects on individuals without the safeguards required by law;

(g) apply appropriate retention limits and security measures to any Personal Data you keep; and

(h) comply with the AUP’s rules on personal data.

8.3 Requests from data subjects and authorities. If we receive a request or complaint from a data subject or a supervisory authority that concerns Personal Data you have retrieved, we will, where we can identify you, forward it to you and you must handle it. Where the law requires us to act ourselves, we may do so and may inform you.

8.4 Sub-processors and transfers. Our sub-processors and the safeguards for international transfers are listed in the DPA.

9. Fees, Credits, Subscriptions and Payment

9.1 Credits. Use of the Services is metered in Credits. The number of Credits consumed by each endpoint and option is set out in the Documentation. Credits: (a) have no cash value and are not redeemable for money except as expressly stated in the Refund Policy or in clauses 16.4(e) and 17.1; (b) are personal to your Account and non-transferable; (c) are consumed in the order described in the Documentation (by default, Subscription Credits before PAYG Credits); and (d) may not be used after termination of the Agreement. PAYG Credits do not expire while your Account remains open. Promotional Credits are subject to clause 9.9.

9.2 Subscriptions.

(a) A Subscription provides a fixed allowance of Subscription Credits and the plan features described on the Pricing Page for each billing period (monthly or annual).

(b) Subscription Credits are granted at the start of each billing period and unused Subscription Credits expire at the end of that period without rollover, unless the plan expressly states otherwise or clause 9.2(d) applies.

(c) Subscriptions renew automatically at the end of each billing period at the then-current price for the plan unless you cancel through the dashboard before the renewal date. Cancellation takes effect at the end of the current paid period; your access continues until then. Subject to clauses 16.4(e) and 17.1, no refund or credit is given for the unused portion of a billing period.

(d) Upgrades. A change to a higher-priced plan takes effect immediately and starts a new billing period. You are charged the full price of the new plan; there is no proration or refund for the remainder of the previous period. You receive the new plan’s full Credit allowance, and any Subscription Credits remaining from the previous plan are carried into the new period.

(e) Downgrades. A change to a lower-priced plan takes effect at the end of the current billing period.

9.3 Pay-as-you-go. PAYG Credits are purchased as one-off top-ups at the per-1,000-Credit rate published on the Pricing Page at the time of purchase.

9.4 Price and Credit-cost changes. We may change Fees and the Credit cost of endpoints. Increases to Subscription prices apply from the next renewal after we have given you at least thirty (30) days’ notice by email or dashboard notification. Changes to the Credit cost of existing endpoints apply fourteen (14) days after publication in the Documentation, except that reductions, and Credit costs for new or beta endpoints, may apply immediately. Changes to the PAYG rate apply to purchases made after the change. If you do not accept a change, you may cancel your Subscription or stop purchasing Credits before it takes effect. Changes under this clause 9.4 are governed exclusively by this clause and do not trigger clause 17.1.

9.5 Payment. Fees are stated in US dollars unless the Pricing Page says otherwise, and exclude taxes. Subscriptions are paid by card or other methods supported by our payment processor (Stripe). PAYG top-ups may also be paid in cryptocurrency through our crypto-payment processor (CoinGate); crypto payments are converted at the rate applied by the processor at the time of payment, are irreversible, and may be subject to additional verification. You authorise us and our processors to charge your chosen payment method for all Fees when due, including on each renewal. We do not store full card details.

9.6 Taxes. You are responsible for all taxes, duties and withholdings applicable to your purchase other than taxes on our net income. We charge VAT where the law requires it. You must provide your VAT number or other evidence of your business status on request so that we can apply the correct treatment; if you do not, we may charge VAT at the applicable rate. If any withholding tax applies, you must gross up the payment so that we receive the full Fees.

9.7 Failed payments and late payment. If a Subscription renewal payment fails, the Subscription becomes past due, our processor retries it, and if payment is not collected within the retry period, the Subscription is cancelled and the Subscription Credits for that period are removed. If any invoiced amount is not paid when due, we may suspend the Services, charge late-payment interest at the statutory rate under the Lithuanian Law on the Prevention of Late Payment in Commercial Transactions together with reasonable costs of recovery, and set off amounts you owe against any amounts we owe you. You should notify us of any billing error within thirty (30) days of the charge so that we can investigate it promptly; charges not disputed within that period are deemed accepted.

9.8 Refunds. All purchases are final and non-refundable as a general rule. Any exceptions are set out exclusively in the Refund Policy and are at our discretion unless the Refund Policy says otherwise. No refund is available for Credits or Fees associated with an Account that is suspended or terminated for breach of the Agreement.

9.9 Promotional Credits. Free-trial, referral, review, goodwill and other Promotional Credits are granted at our discretion, have no cash value, may be limited to one grant per person or organisation, may be subject to additional conditions (including expiry) stated when granted, and may be reduced or revoked if we reasonably believe they were obtained or used in breach of the Agreement or in bad faith. Where Promotional Credits are offered in connection with a public review, you must ensure that any review you leave is honest and based on your own experience, and you must comply with the rules of the review platform and applicable law, including any obligation to disclose that you received an incentive.

9.10 Chargebacks. Contact us at support@scrapebadger.com before disputing a charge with your bank or card issuer. If you initiate a chargeback or payment reversal that we consider unjustified, we may suspend or terminate your Account, remove any Credits associated with the disputed payment, recover the disputed amount together with any fees charged to us, and refuse future service.

10. Availability

10.1 Service levels. We aim to keep the Services available continuously and publish our availability targets and status at the address stated in the Documentation, but unless an Order Form contains a service-level agreement we give no guarantee of availability, and no service credits or refunds are owed for downtime.

10.2 Dependence on Sources. The Services depend on Sources that we do not control. Sources may change their structure, restrict access, block traffic, remove content or become unavailable, and this may cause Requests to fail or return incomplete or altered Output. Failed Requests are not charged as described in the Documentation.

10.3 Maintenance. We may perform maintenance that temporarily affects the Services. Where practicable we will announce planned maintenance in advance on our status page or by email.

11. Our Intellectual Property, Feedback and Publicity

11.1 Ownership. We and our licensors own all rights, title and interest in the Services, the Documentation, our software, models, parsers, infrastructure, trademarks, and Usage Data in aggregated or de-identified form. Except for the licence in clause 5.1, no rights are granted to you, by implication or otherwise.

11.2 Feedback. If you give us suggestions, ideas or feedback about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use them without restriction or obligation to you.

11.3 Publicity. You agree that we may identify you (and, if you are an organisation, use your name and logo) as a customer of ScrapeBadger on our website and in marketing materials, in a factual manner that does not imply endorsement, unless you tell us in writing at support@scrapebadger.com that you do not consent, in which case we will stop within a reasonable period.

12. Confidentiality

12.1 Each party (“Recipient”) must keep confidential all non-public information disclosed by the other party (“Discloser”) that is marked confidential or that a reasonable person would understand to be confidential (“Confidential Information”), use it only to perform or receive the Services, and disclose it only to its personnel and advisers who need to know it and are bound by equivalent obligations. Your Confidential Information includes your Requests and configurations; ours includes non-public information about the Services, pricing offered to you, and security practices.

12.2 Confidential Information does not include information that is or becomes public without breach, was already lawfully known to the Recipient, is independently developed, or is lawfully received from a third party. A Recipient may disclose Confidential Information where required by law or court order, after giving the Discloser reasonable notice where lawful, and we may disclose Usage Data as permitted by clauses 5.4 and 18.3 and the Content Policy.

12.3 These obligations continue for three (3) years after termination of the Agreement, and indefinitely for trade secrets.

13. Warranties and Disclaimers

13.1 Mutual. Each party warrants that it has the right and authority to enter into and perform the Agreement.

13.2 Your warranties. You represent and warrant, on a continuing basis, that: (a) the information you provide to us, including about your identity and the capacity in which you use the Services, is accurate and kept up to date; (b) your use of the Services and Output complies and will comply with the Agreement and all applicable laws; (c) you have obtained all rights, consents, authorisations and licences required for your Requests and for your intended use of Output, and have made any assessments required by clauses 7 and 8; (d) you will not use the Services in a way that causes you or us to breach any law or the rights of any third party; and (e) you are not, and are not acting for, a person described in clause 18.2; (f) you are legally entitled to provide each Request and any related instructions or information to us and to authorise us to process them on your behalf; and (g) neither your Requests nor our execution of them in accordance with your instructions will, by reason of those instructions, infringe or violate any third-party rights or applicable law.

13.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THE SERVICES, DOCUMENTATION AND OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND WE DISCLAIM ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY OR UNINTERRUPTED OR ERROR-FREE OPERATION. WITHOUT LIMITATION, WE DO NOT WARRANT THAT: (a) OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, OR FIT FOR ANY PURPOSE; (b) ANY SOURCE WILL REMAIN ACCESSIBLE OR THAT ANY REQUEST WILL SUCCEED; (c) YOUR COLLECTION OR USE OF ANY OUTPUT IS LAWFUL OR DOES NOT INFRINGE THIRD-PARTY RIGHTS; OR (d) THE SERVICES WILL MEET YOUR REQUIREMENTS. NOTHING WE PUBLISH CONSTITUTES LEGAL ADVICE. IF WE USE A THIRD PARTY SERVICES TO PROVIDE SERVICES TO YOU, WE MAKE NO REPRESENTATION OR WARRANTY AND SHALL HAVE NO LIABILITY FOR SUCH THIRD PARTY SERVICES. ALSO, WE SHALL HAVE NO LIABILITY FOR ANY USE OF SERVICES BY YOU.

13.4 Actions of Sources. We are not responsible or liable for your Requests, your choice of Sources or your use of Output, and we are not responsible for any action a Source takes in relation to you, including blocking your traffic or accounts, sending you legal demands, or bringing claims against you.

14. Indemnification

14.1 Your indemnity. You will defend, indemnify and hold harmless ScrapeBadger, its affiliates, and their respective directors, officers, employees, contractors and agents (the “Indemnified Parties”) from and against all claims, demands, suits, proceedings, investigations and enforcement actions brought by any third party (including any Source, rights holder, data subject, supervisory authority or your own customers) and all resulting losses, damages, liabilities, settlements, fines and penalties (to the extent indemnifiable by law), and costs and expenses (including reasonable legal fees), that arise out of or relate to:

(a) your Requests, your use of the Services, or your use, storage, publication or distribution of Output;

(b) any actual or alleged infringement or violation by you (or by anyone using your Account or your products) of intellectual-property rights, database rights, data-protection or privacy law, rights of personality, contractual obligations to third parties, or any other law or right;

(d) Personal Data you process using the Services;

(e) products or services you provide to your customers using the Services or Output; or

(f) any misuse of Promotional Credits or unjustified chargeback;

except, in each case, to the extent that the claim is caused solely by our breach of the Agreement, our intentional misconduct or our gross negligence.

14.2 Procedure. We will notify you promptly of any claim for which we seek indemnity (delay only relieves you to the extent it prejudices you), give you reasonable cooperation at your expense, and allow you to control the defence and settlement, provided that (a) you may not settle any claim in a way that imposes obligations on, admits fault by, or fails to fully release, the Indemnified Parties without our written consent, and (b) we may participate with our own counsel at our own cost, and may assume control of the defence at your reasonable expense if you fail to diligently defend the claim, if the claim seeks non-monetary relief against us, or if the claim concerns the design or operation of the Services.

14.3 Recourse. If any Indemnified Party pays any amount to a third party or authority, or incurs any cost, that is covered by clause 14.1, you will reimburse it within fourteen (14) days of our written demand, without prejudice to any other remedy.

15. Limitation of Liability

15.1 Exclusion of certain losses. To the maximum extent permitted by law, neither party is liable to the other for any indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, business, goodwill, anticipated savings or data, or for the cost of substitute services, arising out of or relating to the Agreement, however caused and under any theory of liability, even if advised of the possibility of such damages.

15.2 Cap. To the maximum extent permitted by law, our total aggregate liability arising out of or relating to the Agreement or the Services, under any theory of liability, will not exceed the total Fees you paid to us in the twelve (12) months immediately preceding the event giving rise to the claim or, if you have paid no Fees in that period (for example because you use only Promotional Credits), one hundred US dollars (USD 100).

15.3 Exceptions. Nothing in the Agreement excludes or limits either party’s liability for (a) intentional misconduct or gross negligence; (b) death or personal injury caused by its fault; (c) fraud; or (d) any liability that cannot be excluded or limited under applicable mandatory law. Clauses 15.1 and 15.2 do not apply to your payment obligations, your indemnification obligations under clause 14, any breach by you of confidentiality obligations, personal-data obligations or third-party rights, or your breach of clauses 5.2, 6, 7 or 8.

15.4 Basis of the bargain. You acknowledge that the Fees reflect the allocation of risk in this clause 15 and that we would not provide the Services on these terms without it.

16. Term, Suspension and Termination

16.1 Term. The Agreement starts when you accept it and continues until terminated in accordance with this clause 16.

16.2 Termination by you. You may terminate the Agreement at any time by closing your Account in the dashboard or by emailing support@scrapebadger.com. If you have an active Subscription, termination takes effect at the end of the current paid period and your access continues until then; otherwise it takes effect immediately. Clauses 9.1, 9.2 and 9.8 apply to any remaining Credits and Fees.

16.3 Suspension by us. We may immediately suspend or restrict your access to the Services, in whole or in part (including specific endpoints, Sources or features), with notice where reasonably practicable, if:

(a) we reasonably believe that you have breached the AUP, the Content Policy or any other part of the Agreement;

(b) we receive a notice, complaint or request from a rights holder, a Source, a data subject, a court or an authority that appears to us substantiated and that concerns your use of the Services;

(c) your use creates, in our reasonable opinion, a legal, regulatory, security or reputational risk for us, other customers or third parties;

(d) any Fees are overdue, or a payment dispute or chargeback is pending resolution;

(e) verification under clause 3.6 is outstanding; or

(f) we detect unusual activity suggesting that your Account or keys are compromised.

We will lift the suspension once the issue is resolved to our reasonable satisfaction. Credits that are not consumed during a suspension remain in your Account, but no refund is owed for a suspension caused by your act or omission. If a suspension that is not caused by your act or omission continues for more than thirty (30) days, either party may treat the Agreement as terminated under clause 16.4(e).

16.4 Termination by us. We may terminate the Agreement (and close your Account):

(a) with immediate effect by notice if you commit a material breach that is incapable of remedy, or that you fail to remedy within fourteen (14) days of our notice requiring remedy;

(b) with immediate effect if you are a Repeat Infringer as defined in the Content Policy, have engaged in fraud or an unjustified chargeback, have created multiple Accounts in breach of clause 3.2, or have provided false information;

(c) with immediate effect if required by law, court order or a competent authority, or if a change in law makes provision of the Services to you unlawful;

(d) if you become insolvent, enter into liquidation or administration, or cease to trade; or

(e) for any other reason on thirty (30) days’ written notice, in which case we will refund the unused portion of any prepaid Subscription period and all unused PAYG Credits.

16.5 Effect of termination. On termination:

(a) your licence and all access to the Services end;

(b) all unpaid Fees become immediately due;

(d) we delete or anonymise your User Data within thirty (30) days, except for Usage Data (which is retained as stated in clause 5.4) and records we must retain for legal, tax, security or dispute purposes. You are responsible for exporting any configurations you need before termination.

16.6 Survival. Clauses 5.2, 5.4, 7, 8.2, 9 (as to amounts accrued), 11, 12, 13.3, 13.4, 14, 15, 16.5, 16.6, 19 and 20, and any other provision that by its nature should survive, survive termination.

17. Changes to the Agreement

17.1 Material changes. We may amend the Agreement. If an amendment materially reduces your rights or increases your obligations, we will notify you at least fourteen (14) days before it takes effect by email to the address registered on your Account or by a prominent notice in the dashboard, stating the effective date. If you do not agree, you may terminate the Agreement before the effective date and, on request, we will refund any unused PAYG Credits purchased before the date of our notice and the unused portion of any prepaid Subscription period. Your continued use of the Services after the effective date constitutes acceptance of the amended Agreement.

17.2 Other changes. Amendments that do not materially reduce your rights, including clarifications, corrections, changes required by law or by a court or authority, changes to address a security risk, and changes reflecting new or modified features, take effect when published, and we will indicate the date of the latest version at the top of each document.

17.3 Version history. We keep previous versions of the Agreement and make them available on request.

18. Compliance with Laws; Sanctions and Export Control

18.1 General. Each party will comply with all laws applicable to it in connection with the Agreement, including anti-bribery and anti-corruption laws.

18.2 Sanctions. You represent that neither you nor any person who owns or controls you, nor any person on whose behalf you use the Services, is (a) listed on any sanctions list maintained by the European Union, the United Nations, the United Kingdom or the United States, or owned or controlled by such a person, or (b) located, organised or ordinarily resident in a country or territory that is subject to comprehensive sanctions by any of those bodies. You will not use, or permit the use of, the Services or Output in breach of any applicable sanctions or export-control law.

18.3 Legal process. We may comply with subpoenas, court orders, regulatory requests and other legal process concerning you or your use of the Services, and may disclose User Data and Usage Data for that purpose. Where lawful and practicable we will notify you.

19. Governing Law and Dispute Resolution

19.1 Governing law. The Agreement, and any non-contractual obligations arising out of or in connection with it, are governed by the laws of the Republic of Lithuania, excluding its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19.2 Negotiation first. Before starting proceedings, a party must give the other written notice describing the dispute, and the parties will attempt in good faith to resolve it by negotiation for thirty (30) days from that notice. This does not prevent either party from seeking urgent interim or injunctive relief.

19.3 Courts. The courts of the Republic of Lithuania sitting in Vilnius have exclusive jurisdiction over any dispute arising out of or in connection with the Agreement, and each party submits to that jurisdiction. We may in addition seek injunctive or other equitable relief to protect our intellectual property or Confidential Information in any court of competent jurisdiction.

19.4 Individual claims. To the extent permitted by law, each party may bring claims against the other only in its individual capacity and not as a plaintiff or class member in any purported class, collective or representative proceeding.

20. General

20.1 Entire agreement. The Agreement is the entire agreement between the parties concerning its subject matter and supersedes all prior agreements, proposals and representations, written or oral. Each party acknowledges that it has not relied on any statement not set out in the Agreement. Terms contained in your purchase orders or other documents are rejected and have no effect.

20.2 Assignment. You may not assign or transfer the Agreement or any rights under it without our prior written consent. We may assign the Agreement to an affiliate or to a successor in connection with a merger, acquisition, reorganisation or sale of all or substantially all of our assets, and may subcontract our obligations while remaining responsible for them.

20.3 Force majeure. Neither party is liable for any failure or delay caused by events beyond its reasonable control, including acts of government, war, terrorism, civil unrest, epidemic, natural disaster, failure of the internet or of Sources, denial-of-service attacks, strikes, or failures of suppliers, provided that this clause does not excuse payment obligations. If a force-majeure event continues for more than thirty (30) days, either party may terminate the affected Services on notice.

20.4 Notices. We may give you notices by email to the address registered on your Account or by notification in the dashboard, and general notices to all customers also by posting on scrapebadger.com; notices of suspension, termination or material amendment will always be sent by email. Notices by email are deemed received on the day of sending. You must give us notices in writing by email to legal@scrapebadger.com with the subject line “Legal Notice”, or by post to our registered office; your notices are deemed received on the next Business Day after delivery.

20.5 Severability. If any provision of the Agreement is held invalid or unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions remain in full force. The parties will replace the invalid provision with a valid one that most closely achieves its economic purpose.

20.6 Waiver. A failure or delay in exercising any right is not a waiver of it. A waiver is effective only if in writing and signed by the waiving party.

20.7 Relationship. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency or employment relationship.

20.8 Third parties. Except for the Indemnified Parties under clause 14, no third party has any right to enforce any term of the Agreement.

20.9 Electronic contracting. You agree that the Agreement may be concluded electronically, that clicks and electronic acceptances are binding, and that our electronic records of your acceptance and use are admissible evidence of the Agreement and its performance.

20.10 Interpretation. Headings are for convenience only. “Including” means “including without limitation”. References to law include amendments and replacements.

21. Contact

MB “Reikalita”
Legal entity code: 306684138
Registered office: Ramioji g. 12, Bajorų k., Vilniaus raj., Lithuania
Email: legal@scrapebadger.com. Please use the subject line “Legal Notice” for legal notices, “Content Complaint” for rights-holder or Source complaints, “Abuse Report” for reports of misuse, “Privacy Request” for data-protection requests and “Trademark Notice” for trademark concerns.