Welcome to CrawlPop. These Terms of Service (“Terms”) govern your access to and use of the CrawlPop platform, application, and related services (collectively, the “Services”) provided by CrawlPop Data Labs Inc. (“CrawlPop,” “we,” “us,” or “our”), a corporation incorporated under the laws of Ontario, Canada.
By accessing or using the Services, you (“Customer,” “you,” or “your”) agree to be bound by these Terms. If you are accessing the Services on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not agree to these Terms, you may not access or use the Services.
1. Definitions
“Analytics Data” means data generated by the CrawlPop Application through the collection and analysis of music artist data from online platforms for the purpose of producing trend analytics.
“Application” means CrawlPop’s proprietary software-as-a-service application for trend analytics in the music industry.
“Authorized User” means your employees, consultants, contractors, and agents who are authorized to access and use the Services under the rights granted to you pursuant to these Terms and for whom a subscription has been purchased.
“Customer Data” means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by you or an Authorized User through the Services. Customer Data does not include CrawlPop IP.
“CrawlPop IP” means the Services, Application, Analytics Data, and any and all intellectual property provided to you or any Authorized User in connection with the foregoing.
2. Eligibility
You must be at least eighteen (18) years of age, or the applicable age of majority in your jurisdiction of residence, to subscribe to or use the Services. By accessing or using the Services, you represent and warrant that you meet this age requirement. CrawlPop reserves the right to request verification of age at any time and to suspend or terminate access to the Services for any user who does not meet this requirement.
3. Access and Use of Services
3.1 Grant of Access
Subject to your payment of the applicable Subscription Fee (or as otherwise provided under Section 4 (Trial Periods)) and compliance with these Terms, CrawlPop grants you a non-exclusive, non-transferable right to access and use the Services during the subscription term, solely for your internal business purposes by Authorized Users. CrawlPop will provide the necessary credentials and access links for your Authorized Users.
3.2 Limits to Access
Your use of the Services is limited to your internal use by Authorized Users. Access to the Services does not grant you any authorization to access, use, deploy, or copy CrawlPop’s internal software, including but not limited to algorithms, artificial intelligence models, data collection methods, internal databases, or other proprietary technology.
3.3 Authorized Users
The total number of Authorized Users may not exceed the number specified in your subscription plan, except as expressly agreed to in writing by the parties and subject to any appropriate adjustment of the Subscription Fee.
3.4 Use Restrictions
You shall not use the Services for any purposes beyond the scope of access granted in these Terms. You shall not, directly or indirectly, and shall not permit any Authorized User or other person to:
- Copy, modify, or create derivative works of the Services, in whole or in part;
- Rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services;
- Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services;
- Remove any proprietary notices from the Services; or
- Use the Services in any manner that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
3.5 Service Suspension
CrawlPop may temporarily suspend your access to the Services if CrawlPop reasonably determines that: (a) there is a threat or attack on any CrawlPop IP; (b) your use of CrawlPop IP disrupts or poses a security risk to CrawlPop IP or to any other customer or vendor; or (c) you or any Authorized User is using CrawlPop IP for fraudulent or illegal activities.
3.6 Reservation of Rights
CrawlPop reserves all rights not expressly granted to you in these Terms. Nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, any intellectual property rights or other right, title, or interest in or to CrawlPop IP.
4. Trial Periods
4.1 Free or Discounted Trials
CrawlPop may, at its sole discretion, offer free or discounted trial subscriptions that allow you to evaluate the Services for a limited period before purchasing a paid subscription (a “Trial Period”). Unless otherwise specified in writing, the standard Trial Period is fourteen (14) days from the date access is first provisioned.
4.2 Trial Conditions
During the Trial Period, the Services are provided “as is” and subject to all terms and conditions of these Terms, including the warranty disclaimer and limitation of liability provisions. CrawlPop may limit the features, functionality, or data available during a Trial Period at its sole discretion.
4.3 End of Trial Period
At the expiration of the Trial Period, your access to the Services will be suspended automatically. To continue using the Services, you must affirmatively select and purchase a paid subscription plan. CrawlPop is under no obligation to notify you before the Trial Period expires, though it will make reasonable efforts to do so. Any Customer Data submitted during the Trial Period may be retained for a reasonable period following expiration to facilitate conversion to a paid subscription, after which CrawlPop reserves the right to delete such data.
4.4 No Obligation
Trial Periods do not obligate you to purchase a paid subscription. CrawlPop may modify, suspend, or discontinue the availability of Trial Periods at any time without prior notice.
5. Customer Responsibilities
You are responsible and liable for all uses of the Services resulting from access provided by you, directly or indirectly. You are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of these Terms will be deemed a breach by you.
6. Subscription Fees and Payment
6.1 Subscription Fee
You shall pay the applicable Subscription Fee as set forth in your subscription plan without offset or deduction. All fees are quoted and payable in the currency specified in your plan.
6.2 Taxes
Any applicable taxes arising from the payment of the Subscription Fee shall be your responsibility, as allowed under applicable law.
6.3 Non-Payment
If you fail to make any payment when due: (a) CrawlPop may charge interest on the past due amount at the rate of fifteen percent (15%) per year; (b) you shall reimburse CrawlPop for all costs incurred in connection with collection; and (c) if such failure continues for five (5) days or more, CrawlPop may suspend your access to the Services.
7. Confidentiality
Each party may disclose Confidential Information to the other during the course of the relationship. “Confidential Information” means information about business affairs, products, intellectual property, trade secrets, and other sensitive or proprietary information. Confidential Information does not include information that: (a) is in the public domain; (b) was known to the receiving party prior to disclosure; (c) was rightfully obtained from a third party on a non-confidential basis; or (d) was independently developed by the receiving party.
Each party agrees not to disclose the other party’s Confidential Information except to employees with a need to know. Disclosure may be made where required by law, provided the disclosing party gives prior written notice and makes reasonable efforts to obtain a protective order. Upon termination, each party shall promptly return or destroy all Confidential Information and certify the same in writing. Obligations of non-disclosure expire two (2) years from the date of disclosure, except for trade secrets which survive for as long as trade secret protection applies under applicable law.
8. Intellectual Property
8.1 CrawlPop IP
You acknowledge that CrawlPop owns all right, title, and interest, including all intellectual property rights, in and to CrawlPop IP, the Application, and the Analytics Data.
8.2 Customer Data
As between you and CrawlPop, you retain all right, title, and interest in and to your Customer Data. You grant CrawlPop a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use Customer Data as necessary to provide and improve the Services.
8.3 Feedback
If you provide any communications or materials suggesting or recommending changes to CrawlPop IP (“Feedback”), CrawlPop is free to use such Feedback without restriction or obligation.
8.4 License to Analytics Data
Any Analytics Data made available to you through the Services is licensed, not sold, assigned, or otherwise transferred. Subject to your payment of the applicable Subscription Fee and compliance with these Terms, CrawlPop grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Analytics Data solely for your internal business purposes during the subscription term.
You acquire no ownership interest, right, or title in or to any Analytics Data. You shall not redistribute, resell, sublicense, publish, or otherwise make the Analytics Data available to any third party without CrawlPop’s prior written consent. Upon expiration or termination of these Terms for any reason, all rights granted to you with respect to the Analytics Data shall immediately cease, and you shall discontinue all use of the Analytics Data.
9. Warranty Disclaimer
CRAWLPOP DOES NOT MAKE ANY REPRESENTATIONS OR GUARANTEES REGARDING UPTIME OR AVAILABILITY OF THE SERVICES. THE SERVICES AND APPLICATION ARE PROVIDED “AS IS” AND CRAWLPOP HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CRAWLPOP MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE WITH ANY SOFTWARE OR SYSTEM, OR BE SECURE, ACCURATE, COMPLETE, UP-TO-DATE, OR ERROR FREE.
CrawlPop will reasonably attempt, but does not warrant, to provide thirty (30) minutes’ notice prior to any Service interruptions.
10. Indemnification
10.1 CrawlPop Indemnification
CrawlPop shall indemnify and hold you harmless from losses resulting from any third-party claim that the Services infringe such third party’s Canadian intellectual property rights, provided that you promptly notify CrawlPop, cooperate, and allow CrawlPop sole authority to control the defense and settlement. This indemnification does not apply to claims arising from: (a) use of the Services in combination with unauthorized technology; (b) modifications not made by CrawlPop; or (c) Customer Data.
10.2 Customer Indemnification
You shall indemnify and hold CrawlPop harmless from losses resulting from third-party claims arising from: (a) your Customer Data infringing intellectual property rights; (b) negligence or wilful misconduct; (c) unauthorized use of the Services; (d) use of the Services in combination with unauthorized technology; or (e) modifications to the Services not made by CrawlPop.
11. Limitation of Liability
IN NO EVENT WILL CRAWLPOP BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES; INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; LOSS OF GOODWILL OR REPUTATION; LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR COST OF REPLACEMENT GOODS OR SERVICES, REGARDLESS OF WHETHER CRAWLPOP WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES. CRAWLPOP’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNTS PAID TO CRAWLPOP IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12. Term and Termination
12.1 Term
These Terms are effective as of your first access to the Services and continue for the subscription period specified in your plan. The subscription will automatically renew for successive periods of equivalent length unless either party provides written notice of non-renewal at least fifteen (15) days prior to the expiration of the then-current term.
12.2 Termination
CrawlPop may terminate your access: (a) upon ten (10) days’ written notice at its discretion; (b) immediately if you fail to pay any amount within five (5) days of notice; (c) immediately if you breach any obligation under these Terms; or (d) immediately upon insolvency or bankruptcy proceedings. Either party may terminate upon written notice if the other party materially breaches these Terms and such breach remains uncured for thirty (30) days after notice.
12.3 Effect of Termination
Upon termination, you shall immediately discontinue use of the Services and Application, delete or destroy all copies of CrawlPop IP, and certify in writing that such materials have been deleted or destroyed. Termination does not entitle you to any refund of fees already paid, and you remain responsible for any outstanding fees incurred prior to termination; provided, however, that if CrawlPop terminates these Terms for convenience pursuant to Section 12.2(a), you will be entitled to a pro-rata refund of any prepaid fees covering the remainder of the then-current subscription term following the effective date of termination.
13. Use of Customer Name and Logo
You agree that CrawlPop may identify you as a customer and use your name, logo, and trademark on the CrawlPop website and in marketing materials to indicate your use of the Services. CrawlPop will use your marks in accordance with any reasonable brand guidelines you provide in writing.
CrawlPop may, at its sole discretion, invite you to provide testimonials, participate in case studies, or engage in similar marketing activities. Such invitations are entirely optional, and your participation is voluntary. Any use of your name, logo, or trademark beyond what is described in this section requires your prior written consent.
14. Force Majeure
CrawlPop shall not be responsible or liable for any delay or failure to perform its obligations under these Terms to the extent that such delay or failure is caused by an event beyond CrawlPop’s reasonable control, including but not limited to: acts of God, fire, flood, earthquake, hurricane, epidemic, pandemic, explosion, war (declared or undeclared), terrorism, civil disturbance, insurrection, riot, embargo, labour dispute or strike, labour or material shortage, transportation interruption, power outage or blackout, equipment or infrastructure failure, cyberattack or internet disruption, or any law, regulation, order, or action adopted by any governmental or quasi-governmental authority (whether or not such act proves to be invalid) (each, a “Force Majeure Event”).
In the event of a Force Majeure Event, CrawlPop will make reasonable efforts to notify you of the delay and its expected duration. CrawlPop’s obligations under these Terms will be suspended for the duration of the Force Majeure Event. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate these Terms upon written notice to the other party.
15. General Provisions
15.1 Governing Law
These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
15.2 Dispute Resolution
Any disputes arising out of or relating to these Terms shall first be referred to arbitration in the Province of Ontario. If the parties are unable to agree on an arbitrator within seven (7) days, application may be made to the Superior Court of Justice of Ontario under the Arbitration Act, 1991. Each party irrevocably submits to the exclusive jurisdiction of the courts of Ontario for any proceeding following arbitration.
15.3 Assignment
You may not assign or transfer any rights or obligations under these Terms without CrawlPop’s prior written consent. Any attempted assignment without consent is void.
15.4 Severability
If any provision of these Terms is found invalid or unenforceable, such invalidity will not affect the remaining provisions.
15.5 Entire Agreement
These Terms, together with your subscription plan and any applicable schedules, constitute the entire agreement between you and CrawlPop regarding the Services.
15.6 Amendments
CrawlPop reserves the right to modify these Terms at any time. Material changes will be communicated via email or through the Application at least thirty (30) days prior to the effective date. Your continued use of the Services after such notification constitutes acceptance of the modified Terms.
15.7 Survival
Any provisions of these Terms that by their nature should survive termination or expiration shall so survive, including without limitation: Section 7 (Confidentiality), Section 8 (Intellectual Property), including the restrictions on Analytics Data set out in Section 8.4, Section 9 (Warranty Disclaimer), Section 10 (Indemnification), Section 11 (Limitation of Liability), Section 12.3 (Effect of Termination), and Section 15 (General Provisions), together with any accrued payment obligations.
15.8 Contact
For questions about these Terms, please contact us at:
CrawlPop Data Labs Inc.
Email: legal@crawlpop.com
