Operia: Crawl The Web.

END USER LICENSE AGREEMENT

Last Updated: January, 2020

The following is a legally binding agreement (the “Agreement“) between O.G. Data Network ltd., d/b/a Operia (“Operia“), a company that owns a licensed proprietary component and platform which enables its users to browse the internet anonymously (the “Platform”), and its users. The user (the “User”) is advised to please read the terms of this Agreement carefully and make sure that he fully understands the contents herein prior to the use of Operia’s Platform and/or Services and/or Account. If the User has any doubts about any of his rights and obligations resulting from entering into this Agreement, he is advised to consult legal counsel.

 

By clicking on the “I Accept” button or, if earlier, when the User accesses or uses the Platform and/or Services and/or Account (the “Effective Date“), he represents to Operia that he is lawfully able to enter into this Agreement and has read and agreed, in free will and consent, to be bound by the terms of this Agreement without any reservations. The User also agrees to the use of electronic communications in order to enter into contracts, and he waives any rights or requirements under applicable laws in any jurisdiction, which require an original (non-electronic) signature.

 

If the User does not agree with any of the terms of this agreement, he should not continue to use Operia’s Platform and/or Services and/or Account.

 

 

1. SCOPE OF SERVICE & LICENSE


Following the Effective Date, Operia shall provide the User with: (i) use of the Platform; and (ii) the API designated token or other credentials (“Credentials”) enabling the User to access and use the Platform (the “Platform” and the “Credentials”, collectively the “Services”). The User is solely responsible for maintaining the confidentiality of the Credentials and is solely responsible for all activities which occur under the use of the Credentials. The User agrees to immediately notify Operia of any disclosure or unauthorized use or breach of security.

 

Subject to the terms and conditions of this Agreement, Operia grants the User with a revocable, limited, non-exclusive, non-transferable non-assignable and non-sublicensable license to download access and use the Services and the relevant and necessary components of the Service solely for the purpose of the User’s internal business operations (“License”).

 

The User shall: (i) not sell, lease, sublicense or distribute any rights of use in the Services or any part thereof or allow any third party to use such rights for any purpose; (ii) not attempt to reverse engineer, decompile, or disassemble the Services, or any part thereof; (iii) refrain from modifying the Services, or granting any other third party the right to do so; (iv) not directly or indirectly, take any action to contest Operia’s intellectual property rights or infringe Operia’s rights in any way; (v) not use the name, trademarks, trade-names, and logos of Operia without Operia’s prior written approval. In the event the User contacts Operia with feedback data (e.g., questions, comments, suggestions or the like) regarding Operia’s Services (collectively, “Feedback”), such Feedback shall be deemed to be non-confidential, and Operia shall have a non-exclusive, royalty-free, worldwide, perpetual license to use or incorporate into the Services any such Feedback.

 

 

2. ACCOUNT REGISTRATION AND OPERATION


To use the Services, the User will first need to register and open an account with Operia (the “Account”). For the purpose of opening an Account, the User will be required to provide to Operia information and/or documentation relating to, inter alia, the User’s first, last name and email. Operia reserves the right, at any point in time, to ask the User to provide additional information and documentation in relation to the User, and the Account may be suspended until satisfactory information and documentation is provided; failure to provide the required additional information and documentation within the timeframe set by Operia may result in termination of the Account and/or forfeiture of funds already paid via the IO.

 

By opening an Account, the User hereby represents, warrants, acknowledges and undertakes, that: (a) the details submitted during the registration process are true and correct, and that the User will update them, immediately upon any change thereto; (b) the User is at least 18 years old or such other higher minimum legal age in his jurisdiction, and he is of sound mind and capable of taking responsibility for his own actions; (c) it is the User’s responsibility to read and comprehend the rules and procedures and that he fully understand these rules and procedures; (d) the User will cooperate with Operia and provide it with all requested documentation in a full, complete and truthful manner; (e) the User has verified and determined that his use of the Platform and/or Services does not violate any laws or regulations of any jurisdiction that applies to him; (f) the User is solely responsible for recording, paying and accounting to any relevant governmental, taxation or other authority for any tax or other levy that may be payable due to his use of the Account and/or Services; (g) the User will use the Account in good faith towards Operia and others using the Services; (h) the User shall bear the full and sole responsibility for an unauthorized use of his Account or details; (i) the User will immediately inform Operia of any suspected unauthorized use of the Account; (j) the User shall indemnify Operia and hold it harmless, from and against all claims, liabilities, damages, losses, costs and expenses, including legal fees, arising out of or in connection with any breach of this Agreement by the User, and any other liabilities arising out of the User’s use of the Account and/or Services or any unauthorized use of the Account and/or Services by any third party using his details.

 

Operia has no obligation to maintain user names or passwords. If the User misplaces, forgets or loses his Account’s name or password because of anything other than Operia’s error, Operia shall not be liable for any direct or indirect loss associated with such occurrence.

 

The User further represents, warrants, acknowledges and undertakes, towards Operia, that: (a) the User will not use the Account and will not allow any third party to use the Account for any illegal, unlawful, fraudulent, money laundering or other improper activities, and shall not break into the Services or attempt to do the same; (b) in case the User will perform any such illegal actions Operia shall be entitled to disclose any and all of content of his Account and information to the relevant authorities, and/or to suspend and/or cancel the Account; (c) the User shall be solely responsible for all losses, liabilities and damages incurred as a result of any Illegal Action performed by him and shall indemnify Operia for any such losses, damages and liabilities; (d) the User has not had an Account in the past which was terminated or suspended by Operia; (e) the method of payment information provided to Operia in connection with the User’s IO Period is of means of payment owned by the User and in his name (or that the owner of the means of payment provided the User, and the User is acting within the confines of that consent) and were not stolen or reported as lost. Operia is not obligated in any form or manner to validate the consent granted to the User by the owner of the means of payment which the User uses.

 

Operia shall be entitled to inform relevant authorities, online operators, online service providers and banks, credit card companies, electronic payment providers or other financial institutions or relevant entities of the User’s identity and of any suspected unlawful, fraudulent or improper activity performed by the User or via the Account, and the User will cooperate fully with Operia to investigate any such activity.

 

 

3. ACCEPTABLE USAGE


The User shall only use the Services in accordance with the terms of this Agreement and all applicable laws rules, and regulations. The User shall not, nor shall authorize or encourage any third party to: (i) use the Services in a non-compliant or illegal manner, or any fraudulent or inappropriate purpose or in any manner that may be deemed as an infringement of third party’s rights, including intellectual property rights, copyrights and privacy rights; (ii) prevent others from using the Services; (iii) circumvent, disable or otherwise interfere with security-related features of the Services nor use the Services to distribute any 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; (iv) modify, create a derivative work of, reverse engineer, disassemble the Services; (v) deface, obscure, or alter the Services; (vi) circumvent any limitation imposed by Operia with respect to the Services. The User is solely responsible for any of its actions which breach or could be reasonably construed as a breach of this Agreement. Operia reserve the right, at its sole discretion, to limit the User’s use or prevent the User from accessing or using the Services if Operia will becomes aware of any action which breaches or which is reasonably construed as a breach of this Agreement, without prior notice or liability to the User.

 

Without limiting, the User may not use the Services: (i) to engage in, or promote illegal, fraudulent, abusive, or inappropriate behavior: (ii) through a device not owned by the User or without the device owner’s authorization; (iii) to collect personal data, as described under applicable law (e.g., name, contact details, etc.) without the consent of the applicable individual (including, without limitation, phishing, Internet scamming, password robbery, etc.); (iv) in any manner that might be deemed as copyright infringement or infringement of any other third party’s intellectual property rights, and proprietary rights under applicable laws; (v) for illegal activities including threats, terrorism related purposes, marketing schemes, “Ponzi schemes”, invasion of privacy, credit card fraud, identity theft, defamation, slander, view or promotion of child pornography, etc; (vi) for the purpose of denial of service attacks, distributed denial of service attacks, or engage in similar activities; (vii) for the purpose of distributing malware, virus software, root kits, password crackers, spyware, adware, key stroke capture programs and other programs normally used in malicious activity; (viii) to violate or interfere with the security or integrity of any network, computer or communications system, software, device, etc; (ix) for the purpose of hacking activities or any to gain unauthorized access to any network or system, including attempting to test the vulnerability of any other system and/or the Services; (ix) for the purpose of impersonating any other person or taking on any other individual’s identity or entity; (x) in order to encourage and/or promote any harmful or offensive content, including content which is violent, harassing, hate speech, non-consensual sex acts, defamatory, promotes illegal drugs, illegal gambling or violates an individual’s privacy, creates a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security or interferes with an investigation by law enforcement; (xi) in any conduct that is likely to result in any damage to Operia or whom on its behalf or to bring Operia into disrupt.

 

Operia reserves the right to investigate violations of this Agreement or misuse of the Services, as well as to suspend the User’s use of the Services and/or Account during such investigation. In the event Operia will decide, subject to its sole discretion, that the User has breached this Agreement, Operia may terminate the Agreement immediately, without prior notice and without liability to the User. Further, Operia may report any activity that is suspected by it to violate applicable law to the law enforcement authorities or other applicable third parties, include the disclosure of the User’s information and information related to alleged violations of this Agreement.

 

4. INTELECUATL PROPERTY RIGHTS


All the rights, including the intellectual property rights (including, but not limited to, patents, copyright, trademarks, service marks, logos, trade names, and know-how) concerning the Services, and all of its content (including, but not limited to, software and programs, code, reports, files, video, audio, music, pictures, images, photographs, graphics, animations, pictures, text and software, documentation,) or any information delivered therein as well as any updates, modifications or derivative works (collectively the “IP Rights“), are and shall remain the sole and exclusive property of Operia. The User may not use any of the IP Rights without the express prior written approval of Operia, except pursuant to this Agreement, and shall not, by using the Services, Account or otherwise, acquire any rights in any of the IP Rights.

 

Without derogating from the above, the User is strictly prohibited from: (i) copying, redistributing, publishing, reverse engineering, decompiling, disassembling, modifying, translating or making any attempt to access the source code of the Services and\or Account and/or any content within the Services and/or Account to create derivate works of the source code; (ii) selling, assigning, licensing, sublicensing, transferring, distributing any content of the Services and/or Account, and; (iii) making the Services and/or Account (or any part thereof) available to any third party.

 

Operia retains the right, at its sole discretion, to: (a) modify, upgrade or update the Services at any time; (b) cease the operation of the Services or any part thereof, temporarily or permanently without liability to the Licensee.

 

 

5. SIGNING AN INSERTION ORDER


Following the free trial period and upon consent between the User and Operia, the User shall sign an IO with a valid payment method as a condition for further use or access to the Platform (the “IO“).

 

Prices are net of any withholding or other taxes and the User shall be responsible for payment of all such applicable taxes, levies, or duties.

 

 

6. TERMINATION


The User acknowledges and agree that Operia may, at any time, in its sole discretion and without prior notice, modify, discontinue or terminate the Services, and establish revised practices and policies concerning the use of the Services.

 

This Agreement shall commence on the Effective Date and shall terminate upon the end of the period dated in the signed IO (the “IO Period”), unless terminated earlier by Operia pursuant to the provisions of this Agreement. If the IO Period has ended, the User may only resume using the Services by renewing an IO and establishing a new IO period.

 

Either party may terminate this Agreement: (a) immediately upon written notice to the other party, if the other party materially breaches this Agreement; (b) upon a thirty (30) day, prior, written notice of breach, to the other party, if the other party non-materially breaches this Agreement, and failed to cure the breach, within the prior notice period.

 

Upon any termination or expiration of this Agreement for any reason: (i) all rights and license granted herein shall be terminated immediately; and (ii) the User will immediately cease use of the Services and Account, and must remove and delete the API provided by Operia. Termination of this Agreement does not automatically entitle the User to any refund of fees already paid by him, nor does it relieve the User of any outstanding payment obligations toward Operia. Termination of this Agreement by Operia will be in addition to, and not in lieu of, any equitable or other remedies available to Operia.

 

Following the termination of the Agreement, the following sections of this Agreement will survive any termination or expiration of this Agreement: Intellectual Property Rights, Termination, Indemnity, Warranties and Limitation of Liability, Indemnification, Data and Information, General.

 

 

7. WARRANTIES AND LIMITATION OF LIABILITY


The Services and Account are provided “as is”, and to the maximum extent permitted by law, Operia makes no warranty or representation, whether express or implied (whether by law, statute, or otherwise), including but not limited to implied warranties and conditions of merchantability, satisfactory quality, fitness for a particular purpose, completeness or accuracy, non-infringement of third parties rights or of applicable laws and regulation, or that the Services and/or Account will be uninterrupted, timely, secure or error-free, or that defects will be corrected, or will be free of viruses or bugs or as to results or the accuracy of any information through the Services and/or Account.

 

Operia shall not responsible for any error, omission, interruption, deletion, malfunction, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, data or information and any direct or indirect loss which arises from these occurrences with respect to the Services and/or Account. Operia is not responsible for any problems or technical malfunction of any telephone network or lines, computers, systems, servers or providers, computer equipment, software, emails or for traffic congestion on the Internet or at any website. Operia reserves the right to cancel, terminate, modify or suspend the Services and/or Account if for any reason, they cannot be conducted as planned, including infection by computer virus, bugs, tampering or unauthorized intervention, fraud, technical failures or any other causes beyond Operia’s control.

 

Operia shall not be liable for any damage caused as a result of any attempt by the User (or on the User’s behalf) to use the Services and/or Account by any methods, means or ways not intended by Operia, nor for actions or omissions of internet service provider or any other third party that provides the User with access to the Services and/or Account. Operia does not have any obligation to monitor the use of the Services and it is not responsible for the availability, accuracy, applicability or legality of any information, data, IP or domain. Operia shall not be responsible for unauthorized access to or alteration to the Services and/or Account, and will not be liable for any damages or loss incurred to the User or any other third party as a result or in connection with the Services and/or Account, or with use of or reliance on any of the Services and/or Account, or any information derived through the Services and/or Account. In addition, Operia will not be responsible for any damage or loss that the User shall incur as a result of his use or reliance on the content of any website to which links appear on the Platform.

 

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OPERIA AND/OR ANY OF ITS AND ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, ADVISORS, CONSULTANTS, SUBCONTRACTORS AND/OR ASSIGNEES (“Operia Parties”), BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT OPERIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

Notwithstanding anything herein to the contrary, the cumulative liability of Operia, and/or any Operia Parties and/or anyone acting on their behalf, to the User and/or any other party for any direct damage resulting from any claims, demands, or actions arising out of or relating to this Agreement, whether in contract, tort (including negligence or any other theory of liability) shall not exceed the fees that the User paid to Operia (if any) in the three months preceding the event purportedly giving rise to the damage.

 

 

8. INDEMNIFICATION


The User agrees to indemnify and hold Operia and/or any Operia Parties harmless from any and all damages, liabilities, costs, losses or expenses arising out of or resulting from any third party plea, claim, allegation, action or demand, arising from, or in connection with the User’s use of the Services and/or Account and/or breach of the Agreement. Operia shall notify the User in writing of any such claim and shall make commercially reasonable efforts to provide the User with reasonable assistance and information.

 

 

9. DATA AND INFORMATION


Operia reserves the right to collect personal information and personal data to the extent necessary to manage the Services and/or Account and/or to improve the Services and/or Account and/or information that it sends to the User, in accordance with Operia’s Privacy Policy which can be viewed at: https://operia.io/privacy-policy. The information can be sent to third parties that contribute to the provision of the Services provided to the User. This information and data is also stored for security purposes, to meet legal and regulatory obligations. The User has a right of access and rectification to personal information and personal data.

 

 

10. GENERAL


Operia may, at its sole discretion, refuse to register and provide an Account to any individual.

 

Operia shall be entitled, at its sole discretion and without any prior notice, to change, amend, modify, remove or discontinue, from time to time, any of the Services and/or Account with immediate effect. Operia shall not be liable for any loss suffered by the User resulting from any changes made and he shall have no claims against Operia in such regard.

 

Operia may, at its sole discretion, transfer or assign this Agreement (in whole or in part) to any third party without any prior notice; without derogating from the above, the Services may be operated by third parties. The User may not transfer, assign or pledge in any manner whatsoever any of his rights or obligations under this Agreement.

 

The User understands that he will receive electronic communications from Operia, posted on the Account and/or sent to him via e-mail. All such communications will be considered “in writing” and will be considered received by the User within 24 hours from the time in which the notice was posted on the Account or sent to him via e-mail.

 

 

This Agreement constitutes the entire agreement between Operia and the User with respect to the subject matter hereof and supersedes any and all prior agreement between Operia and the User in relation to the same. The User confirms that, in agreeing to accept this Agreement, he has not relied on any representation made by Operia. Any representation, promise, undertaking or consent, whether verbal or in writing, which does not comply with this Agreement, will not be valid. The failure of Operia at any time in enforcing any right or remedy under this Agreement shall not be construed as a waiver of any future or other exercise of such right or remedy.

 

This Agreement is governed exclusively by the Laws of the State of Israel, without regards to its conflict of laws principles, and any dispute arising from this Agreement shall be brought exclusively before the courts of Tel-Aviv, Israel.

 

If any part of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, then such provision shall be excluded from this Agreement and the remainder of this Agreement shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its terms; provided, however, that in such event this Agreement shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction.

 

Operia is entitled to amend this Agreement at any time and post the amended version on the Platform, and to do so according to its absolute and exclusive discretion, and without providing any notice in advance. It is the User’s sole responsibility to review this Agreement and any amendments, before performing any activity via the Services. Any use by the User of the Services and/or Account after making such an amendment shall be deemed as his awareness and acceptance of any amendment of this Agreement. If any amendment of this Agreement is unacceptable to the User, his only recourse is to terminate this Agreement.

 

This Agreement has been drafted in the English language. In the event of any discrepancy between the meanings of any translated versions of this Agreement and the English language version, the meaning of the English language version shall prevail.

 

Unless explicitly stated in this Agreement, nothing in this Agreement shall: (i) be construed as creating any agency, arrangement, partnership, joint venture, trust of fiduciary relationships or any other similar relationship between Operia and the User; or (ii) create or confer any rights or benefits to any third party.

 

For any questions please contact Operia at: info@operia.io