Bright Data Master Service Agreement

1. Bright Data Responsibilities

1. Bright Data will make any of the services detailed in this Agreement or otherwise offered on the Bright Data platforms (“the Services”) available to Client in accordance with the provisions of this Agreement, including Bright Data’s Service Level Agreement, if applicable. Bright Data shall have the right, but not the obligation, to monitor Client’s use of the Service for billing purposes and to verify no misuse or network abuse. Bright Data may share the Client’s relevant information with any authority in case of a complaint, investigation or a lawsuit, if Bright Data determines that it is necessary to comply with any subpoena, judicial or governmental requirement, or order.
2. Certain Services will be made available subject to Bright Data’s completion of a successful compliance review process of the Client. Such review may include a Know Your Client process, video calls with the Client and any other measures that Bright Data decides, at its sole discretion, are necessary to approve Client’s use of the Service. Client will cooperate with Bright Data and provide it with any information reasonably required as part of the compliance review process.

2. Temporary Suspension.

Bright Data in its sole discretion and at any time, may suspend Client’s right to access or use the Service immediately upon notice to Client if Bright Data, at its sole discretion, determines that:

1. Client’s use of or registration to the Service (i) poses a security risk to Bright Data or its Service or any third party, (ii) may adversely impact Bright Data or any of its clients, including by way of causing a user to be blocked from certain websites, networks or services, (iii) may subject Bright Data, its affiliates, or any third party to liability, or is in breach under any applicable laws or regulations, (iv) may be fraudulent, or (v) may disparage or devalue Bright Data’s reputation or goodwill; or
2. Client is in breach of this Agreement, including if Client is delinquent on payment obligations; or
3. Client has violated any of its representations and warranties under this Agreement or any other representation and warranties provided to Bright Data associated with Client’s use of the Service.

3. Client Warranties and Representations.

The Client warrants, represents and covenants to Bright Data that:

General

1. It is aware that the Services may only be used by individuals that are at least 18 years old and at least the legal age allowed for by the applicable jurisdiction. The Client represents and warrants that, to the extent it is an individual, it is of legal age, as described above. Client further acknowledges that Bright Data may require proof of age as a condition for the provision of the Service.
2. To the extent that the use of the Service will contain any personal information, that is intended for processing by Bright Data as a “processor” (as the term is defined in the applicable privacy legislation) then the provision of the Service will also be subject to Data Protection Addendum.
3. The Client will be solely responsible for any actions it performs based on the use of the Service.
4. The Client is responsible for protecting its personal username and/or password to the Service. The Client may not share its account privileges with anyone or knowingly permit any unauthorized access to the Service. The accounts of those involved will be disabled if sharing is detected.
5. The Client shall not use the Services in violation of applicable law or regulations or any third party rights (including intellectual property rights) and not use the Service in any manner or for any purpose other than as stated in the intended use case provided to Bright Data, if applicable.
6. Without derogating from the generality of the above, the Client will only use the Service in accordance with the Acceptable Use Policy, as may be amended from time to time.
7. Specific terms for the Proxy Services
    When using the Proxy Services, the Client shall:
   I. Not use the Service to: (i) distribute cracking, warez, ROM, virus, adware, worms, trojan horses, malware, spyware or any other similar malicious activities and products or any other computer code, files or programs designed to interrupt, hijack, destroy, limit or adversely affect the functionality of any computer software, hardware, network or telecommunications equipment; (ii) cause any network resource to be unavailable to its intended users, including, without limitation, via “Denial-of-Service (DoS)” or “Distributed Denial-of-Service (DDoS)” attack; (iii) distribute any unlawful content or encourage any unlawful activity; (iv) cause any damage or service disruption to any third party computers or service; or (v) enhance or operate a service that competes with the Services, or assist any other party to do so.
   II. Not use other systems, products or services that infringe upon the patents and other intellectual property rights of Bright Data.
   III. Not engage in any reselling of the Service in whole or in part, without Bright Data’s prior written authorization.
   IV. Not, and not enable others to, copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the Service or any services provided by Bright Data, or any part thereof, including without limitation by using the Service in order to perform mapping of the IP addresses used by Bright Data in the provision of the Service, without Bright Data’s prior written approval. It is hereby clarified that IP addresses used as part of the provision of the Service are personal and confidential information, and any unauthorized use of such information is strictly prohibited and may be considered breach of applicable law and/or third party rights.
8. Specific terms for the Data Services (including without limitation Datasets, Web Scraper IDE and Bright Insights)
   I. When using the Data Services, the Client shall not distribute, transmit, reproduce, publish, license, transfer, or sell any Data in order to offer a similar or competitive product.

4. Consideration.

1. Following the free trial period (if granted by Bright Data), Client will enter a valid payment method as a condition for further use or access to the Service, at the consideration stated in the Client’s dashboard or in a specific insertion order or other statement of work (the “Subscription Fees”). The Subscription Fees are non-cancelable and non-refundable.
2. All payments due under this Agreement shall be payable in United States dollars. In the event payments are received in a different currency, conversion of foreign currency to U.S. dollars shall be made at the applicable conversion rate on the invoice date. Such payments shall be without deduction of exchange, collection, or other charges.
3. Prices are net of any withholding or other taxes and the Client shall be responsible for payment of all such applicable taxes, levies, or duties.
4. Client consents to receive electronic invoices and receipts from Bright Data.
5. In the event of non-payment of the Subscription Fees in accordance with the terms hereof, the Client agrees to pay for the costs and expenses of collection of any unpaid deficiency in the Client’s account, including, but not limited to, attorney’s fees, court costs and any other costs incurred or paid by Bright Data.

5. Confidential Information.

If a Party (the “Receiving Party”) obtains access to Confidential Information (as defined below) of the other Party (the “Disclosing Party”) in connection with the negotiation of or performance under this Agreement, the Receiving Party agrees that:

1. The Disclosing Party shall retain ownership of the Confidential Information and that the Receiving Party shall not acquire any rights therein, except the right to use such Confidential Information to the extent provided in this Agreement;
2. The Receiving Party shall use at least the same degree of care to protect the Confidential Information from unauthorized disclosure or access that the Receiving Party uses to protect its own Confidential Information, but not less than reasonable care, including measures to protect against the unauthorized use, access, destruction, loss and alteration of such Confidential Information;
3. Except as otherwise provided in this Agreement, no Confidential Information disclosed pursuant to this Agreement shall be made available by the Receiving Party to any third party for any purpose, except to a consultant, attorney, subcontractor, or potential subcontractor who needs to know the Confidential Information for the performance of this Agreement and provided that they agree to be bound by the terms and conditions of this Article or another written agreement sufficient to require them to treat Confidential Information in accordance with this Agreement. The Receiving Party agrees to indemnify the Disclosing Party for any violation or breach of such restrictions.

“Confidential Information” shall mean all information disclosed by the Disclosing Party to the Receiving Party in connection with the Agreement, whether in oral form, visual form or in writing, including but not limited to: all specifications, formulas, prototypes, computer programs and any and all records, data, ideas, methods, techniques, processes and projections, plans, marketing information, materials, creatives, scripts and storyboards, financial statements, memoranda, analyses, notes, legal documents and other data and information (in whatever form), as well as improvements, patents (whether pending or duly registered), trade secrets, any know-how, customer lists, customer information, end-user information, and any information provided to the Disclosing Party by a third party under a confidentiality agreement or which the Disclosing Party is otherwise legally obligated to keep in confidence, relating to the Disclosing Party, and information learned by the Receiving Party from the Disclosing Party through inspection of Disclosing Party’s property, that relates to the Disclosing Party’s products, designs, business plans, business opportunities, finances, research, development, know-how or personnel. The Subscription Fees under this Agreement, shall be considered as Confidential Information.
Confidential Information will not include:

1. Information that the Receiving Party received rightfully from a third party who has the right to transfer or disclose it, without default or breach of this Agreement; or
2. Information that was previously rightfully known by the Receiving Party free of any obligation to keep it confidential; or
3. Information that becomes publicly known through no wrongful act of the Receiving Party; or
4. Information that is independently developed by the Receiving Party without reference to, use of, or access to the Confidential Information of the Disclosing Party.

The Receiving Party may disclose Confidential Information pursuant to a subpoena, judicial or governmental requirement, or order, and the Receiving Party shall not be liable in damages for any such disclosure of Confidential Information.
The confidentiality obligations under this Agreement will survive any expiration or termination of this Agreement.

6. Disclaimer of Warranties. BRIGHT DATA IS PROVIDING THE USE OF THE SERVICE AND ANY ACCOMPANYING DATA ON “AS IS” BASIS AND IT EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED TO THE CONDITION, VALUE OR QUALITY OF THE SERVICE OR ANY ACCOMPANYING DATA, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY, ACCURACY, ABSENCE OF VIRUSES OR ANY DEFECT THEREIN, WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. BRIGHT DATA FURTHER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT THE USE OF THE SERVICE WILL BE CONTINUOUS, UNINTERRUPTED OR ERROR-FREE, OR THAT ANY INFORMATION CONTAINED THEREIN WILL BE ACCURATE OR COMPLETE.

7. Limitation of Liability. In no event will Bright Data be liable under this Agreement for any consequential, special, indirect or punitive damages or for any loss, profits or revenue (whether in contract, tort, negligence or any other legal theory) in any way relating to this Agreement (“Event”), even if Bright Data had been informed in advance of the possibility of such damages. Bright Data’s aggregated liability under this Agreement for any claim or damage or series of such is limited to the amount of fees actually received by Bright Data from Client under this Agreement during the one month period prior to the Event.

8. Indemnification. Client will defend Bright Data against any claim, demand, suit or proceeding made or brought against Bright Data by a third party alleging that the Client’s use of any Service infringes or misappropriates such third party’s intellectual property rights or breaches applicable privacy laws or any other applicable law or causes damage to such third party (a “Claim Against Bright Data”), and will indemnify Bright Data from any direct damages, attorney fees and costs finally awarded against Bright Data as a result of, or for any amounts paid by Bright Data under a court-approved settlement of, a Claim Against Bright Data, provided Bright Data (a) promptly gives Client written notice of the Claim Against Bright Data, (b) gives Client sole control of the defense and settlement of the Claim Against Bright Data (except that Client may not settle any Claim against Bright Data unless it unconditionally releases Bright Data of all liability), (c) gives Client all reasonable assistance, at Client’s expense, and (d) Bright Data shall not negotiate or enter into any settlement for this matter without Client’s prior written consent. Client’s obligations above do not apply to a Claim Against Bright Data which is based only on Bright Data’s breach of this Agreement.

9. Term and Termination.

1. This Agreement commences on the Effective Date and shall continue until terminated in accordance with the terms of this Agreement.
2. Unless a separate schedule or statement of work agreed upon between the Parties has set a pre-determined period for the provision of the Services, either party shall have the right to terminate this Agreement immediately at any time by providing the other party an advance written notice until the end of that calendar month. The Agreement will terminate at the end of the calendar month at which the written notice was received, without the party incurring any liability towards the other party by virtue of such termination.
3. Bright Data shall be entitled to terminate this Agreement immediately for “cause” by written notice to the Client if (a) any act or omission by Client entitles Bright Data to suspend its access or use of the System (as defined below) or Service as described in Section 2; (b) the Client is in breach of any representation or warranty found in this Agreement or any other representation and warranties provided to Bright Data associated with Client’s use of the System or Service; (c) the Client engages in any action or activity that, in Bright Data’s sole discretion, places Bright Data at risk under any applicable laws or regulations. Bright Data shall not be liable to the Client or any third party for the termination of this Agreement.
4. Upon termination, any outstanding consideration amounts shall immediately become due and payable (including without limitation, for Data collected, even if not yet provided to the Client), the license granted herein shall be terminated and the Client shall immediately stop using the System or Service.

10. Specific Service Terms. Without derogating from the generality of other provisions of the Agreement, the following terms shall apply to the specific Services the Client wishes to obtain from Bright Data:

1. Proxy Services and Scraping Browser API.
   I. Bright Data has developed, owns and offers a service which enables browsing the internet anonymously by redirecting users’ communication through other users’ devices (the “System”). This use of the System is available for commercial use under this Agreement.
   II. During the term of this Agreement Bright Data grants the Client a limited, revocable and non-transferable license (with no right to sublicense) to access and use the System solely for the purpose of Client’s internal business operations.
   III. Bright Data reserves any and all rights not expressly granted in this Agreement, including, without limitation, any and all rights to the System.
   IV. Bright Data may retain data Client has collected and may use it for its own purposes in its sole discretion.
   V. The Clients may choose to increase data retrieval performance by implementing a “cache proxy” solution. In this case, the Client acknowledges and agrees that the data retrieved may not be the most recent data available.
2. Web Scraper IDE.
   I. Bright Data has developed, owns and offers a data collector service which collects and delivers publicly available data to its users, subject to the terms in this Agreement.
   II. Bright Data will not provide the Service or Data where such provision may, in Bright Data’s sole discretion, infringe or violate any applicable laws or regulations or any other third party rights.
   III. Client’s use of the data collector service is subject to all applicable laws, including without limitation data protection and privacy laws. To the extent applicable to processing of personal data, Client is solely responsible for determining the lawful grounds, providing notices, respecting data subject rights and all other related obligations.
   IV. Bright Data may retain data it has collected or delivered to its Clients and may use it for its own purposes in its sole discretion.
3. Dataset Service.
   I. Bright Data may offer, from time to time, for various fees, digital data sets of information on various categories (“Datasets”).
   II. The Datasets may only be used for legally valid purposes and in accordance with all applicable laws which may apply, both domestic and international, including without limitation applicable privacy and marketing communications legislation.
   III. The Datasets may contain additional terms and conditions governing the use of such Datasets.
   IV. For subscription purchases of Datasets, updates will be provided if and when available.
   V. Any requests for changes in Datasets will be subject to Bright Data’s prior approval, and may incur additional charges, as will be agreed between the Client and Bright Data.
4. Data Insights
   I. Bright Data may offer a service that is intended to produce various data insights based on pre-determined datasets provided by Bright Data.
   II. The provisions of this Agreement, including without limitation, the provisions concerning Disclaimer of Warranties and Limitation of Liability, will govern the offering and possible use of such insights.
   III. The insights do not constitute legal, financial, commercial, or other advice and any reliance on such insights is done solely in the Client’s discretion and its own risk.
   IV. The information contained in the Bright Data Insights may not be shared with third parties without Bright Data’s prior written approval.

11. Miscellaneous.

1. This Agreement constitutes the entire understanding between the parties with respect to the matters referred to herein.
2. All notices or other communications hereunder shall be given by email to the email address provided by the parties as part of the registration to the Service.
3. To the extent not prohibited by applicable law, the Customer waives the right to litigate in court or an arbitration proceeding any dispute related to this Agreement as a class action, either as a member of a class or as a representative.
4. This Agreement shall be governed by the laws of the State of Israel, excluding its conflict of law rules, and the courts of Tel-Aviv-Jaffa shall have exclusive jurisdiction over the parties.
5. If any provision of this Agreement will be held by a court of competent jurisdiction to be contrary to any law, the remaining provisions will remain in full force and effect as if said provision never existed.
6. No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof.
7. Bright Data may, at any time, and at its sole discretion, modify this Agreement, with or without notice to the Client. Any such modification will be effective immediately upon public posting. Client’s continued use of the Systems and Service following any such modification constitutes acceptance of the modified Agreement.
8. Bright Data may use Client’s name and/or logo in promotional materials and on Bright Data’s website.