Terms of Service

These Terms of Service ("Terms") govern the access to and use of the websites, platforms, and data extraction services (collectively, the "Services") provided by Clymin("Clymin", "we", "us", or "our"). By accessing, browsing, registering for, placing an order with, or otherwise using any of the Services, you ("Customer", "you", or "your") agree to be bound by these Terms. If you do not agree, you must not use the Services.

If you are entering into these Terms on behalf of an entity, you represent and warrant that you have the authority to bind that entity, and references to "you" and "Customer" include that entity.

1. The Services

Clymin provides managed data extraction services, including the collection, structuring, and delivery of data from publicly available and Customer-authorized digital sources. The specific scope, deliverables, data sources, frequency, format, and commercials for each engagement are set out in a separate written order form, statement of work, or proposal (each, an "Order"). These Terms apply to every Order and form a single agreement between you and Clymin (collectively, the "Agreement"). In the event of conflict between these Terms and an Order, these Terms control unless the Order expressly states otherwise and is signed by an authorized representative of Clymin.

Clymin retains sole discretion over the technical methods, tools, infrastructure, personnel, and scheduling used to perform the Services, provided the agreed deliverables are met.

2. Customer Responsibilities and Warranties

You represent, warrant, and covenant that:

• You have the full legal right, authority, and all necessary permissions to request the extraction, collection, processing, and use of data from the sources, systems, and URLs you specify or authorize, including, where applicable, the consent of third parties and compliance with the terms of service of those sources.
• Your instructions, data requirements, and intended use of any deliverables comply with all applicable laws, regulations, and contractual obligations, including data protection, privacy, intellectual property, competition, and consumer-protection laws in the jurisdictions that apply to you.
• You will not use the Services or any deliverables to target protected classes, engage in unlawful discrimination, conduct any activity that is fraudulent, defamatory, or infringing, or compete with Clymin by reselling or repackaging Clymin's Services or methodologies.
• You are solely responsible for your selection of sources, the lawfulness of extracting data from those sources, the lawfulness of the downstream use of delivered data, and any consequences arising therefrom.

3. Fees, Invoicing, and Payment

Fees are set out in the applicable Order. Unless an Order states otherwise, all fees are exclusive of taxes, duties, bank charges, and withholding; Customer is responsible for all such amounts. Invoices are payable in full within fifteen (15) daysof the invoice date. Amounts not paid when due accrue interest at the lower of one and a half percent (1.5%) per month or the maximum rate permitted by law, from the due date until paid. You will reimburse Clymin for all reasonable costs of collection, including attorneys' fees.

Clymin may, without liability, suspend or throttle the Services if any undisputed invoice remains unpaid for more than seven (7) days past its due date, and may terminate the Agreement for non-payment of any invoice more than thirty (30) days overdue. All fees paid are non-refundable except where expressly stated in an Order signed by Clymin.

Clymin may revise standard rates prospectively by giving Customer at least thirty (30) days' written notice. For engagements priced on a per-record or per-unit basis, volume estimates in any Order are non-binding forecasts, and actual fees will reflect actual units delivered.

4. Delivery and Acceptance

Clymin will deliver data via the channel specified in the Order. Unless the Order expressly sets a binding service level, all delivery timelines, volumes, and frequencies are targets, not guarantees. Deliverables will be deemed accepted if Customer does not provide Clymin with specific written objections, citing the records and defects in question, within five (5) business daysof delivery. Clymin's sole obligation with respect to accepted defects is to use commercially reasonable efforts to re-extract or correct the affected records within a reasonable time, and this is Customer's sole and exclusive remedy for any data-quality issue.

5. Intellectual Property

As between the parties, Clymin owns and retains all right, title, and interest in and to its platform, tools, infrastructure, extraction engines, anti-bot bypass techniques, parsers, pipelines, schemas, algorithms, code, documentation, know-how, methodologies, and any improvements, derivatives, or aggregated or anonymized data generated by the operation of the Services (collectively, "Clymin IP"). Nothing in the Agreement transfers any ownership of Clymin IP to Customer.

Subject to Customer's full payment of fees, Clymin grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide licenseto use the data records actually delivered to Customer ("Delivered Data") solely for Customer's internal business purposes. Customer shall not (a) resell, redistribute, syndicate, or publicly disclose Delivered Data except as expressly permitted in an Order; (b) use Delivered Data to train any third-party model or service for resale; or (c) reverse-engineer, replicate, or use Delivered Data to build a competing service.

Customer grants Clymin a limited, royalty-free license to use Customer's name, logo, and feedback for Clymin's internal operational, analytical, and quality-improvement purposes, and, unless Customer opts out in writing, to reference Customer as a user of the Services in general marketing communications in a reasonable manner.

6. Confidentiality

Each party (as "Receiving Party") shall protect the other party's ("Disclosing Party") non-public information ("Confidential Information") with the same degree of care it uses for its own confidential information, and not less than a reasonable degree of care. Confidential Information may be used solely to perform or receive the Services and may be disclosed only to personnel, affiliates, and subcontractors with a need to know who are bound by confidentiality obligations at least as protective as those in this Section. Confidential Information does not include information that: (a) is or becomes public through no fault of the Receiving Party; (b) was known to the Receiving Party without duty of confidentiality before receipt; (c) is received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information. Disclosures required by law or legal process are permitted, provided the Receiving Party gives prompt notice where lawful.

7. Disclaimer of Warranties

Except as expressly stated in these Terms or an Order, the Services and all deliverables are provided on an "AS IS" and "AS AVAILABLE" basis. To the maximum extent permitted by law, Clymin disclaims all warranties of any kind, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, timeliness, uninterrupted availability, or freedom from viruses or errors. Clymin does not warrant that the Services will meet Customer's requirements, that Delivered Data is error-free, or that any source will remain accessible. Customer's use of and reliance on the Services and Delivered Data is at Customer's sole risk.

8. Indemnification by Customer

Customer shall defend, indemnify, and hold harmless Clymin, its affiliates, and its and their respective directors, officers, employees, contractors, and agents from and against any and all third-party claims, actions, proceedings, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer's selection or authorization of any source or target; (b) Customer's instructions, data requirements, or intended use of deliverables; (c) Customer's breach of Section 2 or any other representation, warranty, or covenant under the Agreement; (d) Customer's violation of any law, regulation, or third-party right; or (e) Customer's use or disclosure of Delivered Data. Clymin will promptly notify Customer of any claim for which indemnity is sought; failure to do so will reduce Customer's obligations only to the extent Customer is actually prejudiced.

9. Limitation of Liability

To the maximum extent permitted by law, in no event shall Clymin, its affiliates, or its or their respective directors, officers, employees, contractors, or suppliers be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages; any loss of profits, revenues, goodwill, data, business opportunity, or anticipated savings; or any costs of procurement of substitute services; whether based on contract, tort (including negligence), strict liability, or any other legal theory, and whether or not Clymin has been advised of the possibility of such damages.

Clymin's total aggregate liability arising out of or relating to the Agreement shall not exceed the lesser of (a) the fees actually paid by Customer to Clymin under the Agreement during the three (3) months immediately preceding the event giving rise to the claim, or (b) one hundred United States dollars (USD 100) or its equivalent. Multiple claims do not enlarge this cap.

The limitations in this Section apply even if a remedy fails of its essential purpose and reflect the allocation of risk between the parties. Clymin would not enter into the Agreement without these limitations.

10. Term, Suspension, and Termination

The Agreement begins on the earlier of your first use of the Services or the effective date of the first Order, and continues until all Orders have expired or been terminated. Either party may terminate the Agreement for the other party's material breach that remains uncured thirty (30) days after written notice. Notwithstanding the foregoing, Clymin may suspend or terminate the Services, with or without notice and without liability, if Clymin reasonably believes that (i) Customer has breached Section 2 (Customer Responsibilities), Section 3 (Fees), or Section 5 (Intellectual Property); (ii) continued provision of the Services creates legal, regulatory, reputational, or operational risk for Clymin; or (iii) a source has materially changed such that continued extraction is not commercially reasonable for Clymin.

On termination, all unpaid fees for Services performed become immediately due. Sections 2, 3, 5, 6, 7, 8, 9, 10, 11, and 12 survive termination.

11. Governing Law and Dispute Resolution

The Agreement is governed by the laws of India, without regard to conflict-of-laws rules. Subject to the arbitration clause below, the courts located in Hyderabad, Telangana, India shall have exclusive jurisdiction. The parties shall first attempt in good faith to resolve any dispute by negotiation between senior personnel for thirty (30) days. Any dispute not resolved through negotiation shall be finally settled by arbitration administered under the Arbitration and Conciliation Act, 1996 (as amended), seated in Hyderabad, before a sole arbitrator appointed by Clymin, conducted in English. The award shall be final and binding. Nothing in this Section prevents Clymin from seeking injunctive or equitable relief in any court of competent jurisdiction to protect its Confidential Information or intellectual property.

12. General

Modifications.Clymin may amend these Terms at any time by posting a revised version at this URL and updating the "Last updated" date. Material changes will be communicated by a reasonable method (such as an on-site notice, email, or notice in the Services). Continued use of the Services after the effective date of a revision constitutes acceptance of the revised Terms.

Force Majeure. Clymin is not liable for any delay or failure caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, strikes, pandemics, governmental action, network, internet, or power outages, source-side blocking or anti-bot measures, or failures of third-party services.

Assignment.Customer may not assign or transfer the Agreement, in whole or in part, without Clymin's prior written consent. Clymin may assign the Agreement without consent to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

Subcontracting. Clymin may use affiliates and subcontractors to perform the Services and remains responsible for their acts and omissions.

Entire Agreement. The Agreement is the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, proposals, and communications. Any purchase order, vendor portal terms, click-through, or pre-printed terms issued by Customer are expressly rejected and have no effect.

Severability and Waiver. If any provision is held unenforceable, it will be modified only to the extent necessary to make it enforceable, and the remaining provisions remain in full force. No waiver is effective unless in writing signed by the waiving party.

No Third-Party Beneficiaries. The Agreement does not confer any rights on any person other than the parties and their permitted assigns.

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

Notices. Legal notices to Clymin must be sent in writing to legal@clymin.com and are deemed received on the next business day.