Terms of Service

These Terms of Service, along with the Privacy Policy constitute a binding “Agreement” established by and between a Customer (hereinafter referred to also as “You”, “Subscriber”), and offmarket.so (Calm Ventures Kacper Staniul, a Polish company, its subsidiaries, affiliates, or any of its successors or assignees, also referred to as “We”, “Our”, “Us”, “Company”) jointly referred to as “Parties”.

By accessing the Website at offmarket.so, you agree to be bound by the Agreement. The Agreement is further subjected to all applicable laws and regulations. You agree that you are responsible for compliance with any applicable local laws including but not limited to all relevant data protection laws.

If You are entering into this Agreement on behalf of a company, organization, or another legal entity, You represent and warrant that You have the legal authority to bind this company, organization or another legal entity and its affiliates by the Agreement and that You are lawfully entitled to enter into contracts.

This Agreement is the entire and exclusive understanding and relation between You and Us regarding the Service. Furthermore, the Agreement supersedes and replaces any and all prior oral or written understandings or arrangements between Parties regarding Service. Any express modification in an Order Form shall govern and supersede any conflicting provision in this Agreement. If either Party fails to enforce any part of the Agreement, it shall not be considered a waiver.

1. Terms
By accessing the website at offmarket.so, you are agreeing to be bound by these terms of service, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this website are protected by applicable copyright and trademark law.

2. Definitions
All capitalized terms used herein will have the meanings set forth below:
“Confidential Information” means all information (in written, graphic, oral or another tangible or intangible form) disclosed by offmarket.so to You that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including, but not limited to information relating to offmarket.so security policies and procedures, any scientific or technical information, invention, design, device, process, a compilation of information, record, specification, procedure, formula, improvement, technology, code, software code, hardware or method, any concepts, reports, data, know-how, works in progress, product developments, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, financial information, customer information, and trade secrets shall be deemed Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to You at the time of disclosure by offmarket.so; (b) is or becomes generally available to the public other than by violation of these Terms or another valid agreement between the Parties; (c) was or is independently developed by You without the use of offmarket.so Confidential Information, or (d) is required to be disclosed pursuant to a valid court order, so long as it is disclosed under seal.

“Data Protection Law”  means the GDPR, Standard Contractual Clauses, and relevant national laws that apply to the Processing of Personal Data under the Agreement, where applicable, in each case, as amended from time to time. In the event (and to the extent only) that there is a conflict between the GDPR and the other applicable law, the parties agree to comply with the higher standard;

“Order Form”  means any type of document aiming to present the scope of work provided by offmarket.so to You including but not limited to our general order form, statements of work, or another type of agreement executed between Parties with respect to Your subscription to a Service, which form may detail, among other things, the Service Plan applicable to Your subscription to the Service.

“Service” means any service provided to You by offmarket.so, as applicable, that You have purchased or to which You have subscribed.

“Service Data” means all data extracted from any website by offmarket.so as the outcome of Service delivery, including data received through web scraping or crawling, software or platform services, API, or other mechanisms through the Service.

“Website” means www.offmarket.so, as well as any other websites that offmarket.so operates.

3. Complete Agreement and Understanding
These Terms of Service are the entire and exclusive understanding and agreement between us and you regarding the Service, and these Terms supersede and replace any and all prior oral or written understandings or agreements between us and you regarding such topic, provided that any express modification in an Order Form shall govern and supersede any conflicting provision in these Terms. If we (or you) don’t enforce any part of these Terms, it won’t be considered a waiver.

4. Intellectual property rights
Code Ownership - unless otherwise stated, offmarket.so shall own all rights, title, and interest in any code or other data generated through the Services.

Customer permission to use company name and logo - unless agreed otherwise, by using offmarket.so Services, You give us permission to use Your company’s name and/or logo on our website and other marketing materials identifying you as one of our customers. No endorsement or affiliation is implied and your trademarks and copyrights remain your property.

5. Limitation of Liability and Guarantee
offmarket.so shall not be held liable for any claims by third parties arising from Your use of the Service Data presented through the Services, nor shall We be liable for any alleged copyright/intellectual property infringement arising from Your use of the Service Data.

Any claims or damages that You may have against offmarket.so shall only be enforceable against the Company and not any of its officers, directors, employees, contractors, representatives, or agents.

You acknowledge and agree that Services or any portion of it and any content accessed by You through the Website is provided on an “as is” and “as available” basis and may change over time at our sole discretion and without any warranties of any kind whether express or implied, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title or arising by a course of dealing or usage of trade. For this reason, to the maximum extent permitted by applicable law, we do not make or give any representation or warranty that our Service or any portion of it will always be available, accessible or uninterrupted, timely, secure, error-free, or free from viruses or other malicious software, that any error, bug or problem be resolved or that they will meet the Customer’s requirements and no information or advice obtained by you from us or through the Service shall create any warranty not expressly stated in the Agreement.

6. Disclaimer
offmarket.so shall never knowingly provide data extraction service that is illegal. The Company reserves the right to refuse service to anyone wishing to use its Services in an unlawful manner, the manner that infringes the good name and reputation of the Company, or anyone who uses the Service for illegal purposes.

7. Confidential and personal data
You acknowledge and agree that if any Personal Data is collected, processed and/or transferred by offmarket.so as a part of the Service Data or otherwise through Your use of the Services, for the purposes of the Data Protection Law you may act as Data Controller based on the definition provided in Privacy Policy. While You act as Data Processor it remains whithin your responsibility to ensure the lawfulness of data processing.

You are solely responsible for any Personal Data You receive through our Services, and you shall comply with the Data Protection Law and any and all applicable laws or regulations with regard to the collection and storage of Personal Data.

You warrant and undertake that any collection, processing, transfer and/or use of Personal Data by offmarket.so arising from Your use of the Service Data is in compliance with the Data Protection Law and/or the relevant applicable data protection laws. You further warrant that any use of the Personal Data provided to You by offmarket.so through our Services is in compliance with the Data Protection Law and/or the relevant applicable data protection laws.

offmarket.so reserves the right to delete, pseudonymize, or anonymize any Personal Data collected through any Service provided to You by offmarket.so at Your request.

8. Restrictions on Use of Service Data
You agree not to use the Service Data in certain ways. You agree not to use the Service Data to:
1. violate any applicable laws applicable to You and to offmarket.so including relevant Data Protection Laws
2. use the Service Data to advertise or promote any goods or services (or send any other communications) that are illegal in the place offered or consumers
3. use the advertise or promote adult service (such as pornography or escort services), tobacco products, illegal gambling, counterfeit or pirated goods or services, or violate any securities or commodities regulations (such as to support a “pump and dump” scheme)
4. defraud, deceive or mislead anyone
5. communicate or transmit content that is defamatory, dishonest, obscene, sexually explicit, pornographic, vulgar or offensive
6. promote or engage in discrimination, racism, harassment or hate speech against any individual or group
7. threaten or promote violence.

9. Special Terms for Use of Service Data about European Union Residents
You may receive Service Data regarding European Union Residents (such as their name, job title, or contact information), which we refer to below as “EU Service Data.” If you do so, you agree that you will only use the Service Data in either of the following two situations:(i) in order to perform reasonable and actual data validation or hygiene or updating of your own legally obtained customer database.
(ii) pursuant to explicit consent from the data subject of the Service Data, sufficient to comply with the consent requirements of GDPR.

When you receive or use EU Service Data, you understand and agree that you are the data controller, and we are your data processor, as those terms are used under the GDPR. You will obtain from each data subject (e.g., the persons in your customer database) all required consents, made available all required data subject rights, and otherwise comply with all provisions of the GDPR applicable to data controllers.

You also agree that you will not provide any Submitted Data to us regarding any resident of the European Union unless you have obtained legally sufficient consent to do so from the data subject of that Submitted Data.

To the extent that offmarket.so processes any Customer Personal Data that is subject to the European General Data Protection Regulation (GDPR), on Customer’s behalf, in the provision of the services hereunder, the terms of the offmarket.so Data Processing Agreement, shall apply. For customers that are located in the European Union or the European Economic Area, the Standard Contractual Clauses adopted by the European Commission, with offmarket.so, which provide adequate safeguards with respect to the personal data processed by us under this Agreement and pursuant to the provisions of our Data Processing Agreement apply.

This Section supersedes and takes precedence over any separate agreement or terms that we may enter into with you, regarding any data licensed from you to us, or from us to you.

10. Damages
EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THESE TERMS, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR BUSINESS INTERRUPTION INCURRED BY SUCH PARTY OR THIRD PARTY IN CONNECTION WITH THESE TERMS OR THE SERVICE, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES. OFFMARKET.SO SHALL ALSO NOT BE LIABLE FOR CONSEQUENTIAL LOSSES IN RELATION TO ANY OF ITS INDEMNITY OBLIGATIONS.

11. Your Obligation to Indemnify
You agree to indemnify, defend and hold offmarket.so, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g., all relevant Partner(s), licensors, licensees, consultants, and contractors) (“Indemnified Person(s)”) harmless from and against any third party claim, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of your use of the Services and/or your breach of any of these Terms. You acknowledge and agree that each Indemnified Person has the right to assert and enforce its rights under this Section directly on its own behalf as a third party beneficiary. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

12. Force Majeure
Neither party to these terms will be deemed responsible or liable for its failure to perform or delay in performance under this Agreement (or any Order Form) where such delay or failure is beyond its control, such as where caused by strikes or labor disputes, internet or telecommunications failures, shortages of or inability to obtain labor, energy, or supplies, war, terrorism, riot, acts of God or governmental action, natural disasters including floods, earthquakes and hurricanes, acts by hackers or other malicious third parties and problems with the Internet generally, and such performance shall be excused to the extent that it is prevented or delayed by reason of any of the foregoing.

13. Modifications
offmarket.so may revise these terms of service for its website at any time without notice. By using this website you are agreeing to be bound by the then current version of these terms of service.

14. Governing Law
Parties agree that any disputes arising out of or in connection with this Agreement and the Service shall be resolved amicably. Otherwise any disputes shall be solved by a court having jurisdiction over the registered office of the Company. This Agreement shall be governed by, and construed in accordance with, the laws of Poland.

These terms are effective as of 21st August 2023.

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