1. Preamble

This Comprehensive Terms of Usage and Legal Compliance Policy (“Policy”) governs the use of the DIOS web scraper software (“Software”) provided by Shoppias Ecommerce LLC (“Company”), operating under the brand name toolz4biz(“Brand”),. By using the Software, you (“User”) agree to comply with this Policy in its entirety. This Policy is designed to be exhaustive and to provide maximum protection for the Company against potential legal complications. Users are strongly advised to read this document carefully and seek legal counsel if any part of it is unclear.

2. Definitions

For the purposes of this Policy, the following terms shall have the meanings assigned to them below:

• 2.1. “Software” refers to the DIOS web scraper and any associated tools, documentation, or resources provided by the Company.
• 2.2. “User” means any individual, entity, or organization that uses or accesses the Software.
• 2.3. “Data” refers to any information extracted, collected, or processed using the Software.
• 2.4. “Target Website” means any website or online resource from which the User attempts to extract data using the Software.
• 2.5. “Applicable Laws” refers to all local, state, federal, and international laws, regulations, and standards that apply to the User’s use of the Software and data extraction activities.

3. Legal Compliance Responsibility

• 3.1. The Software is designed solely as a tool to facilitate data extraction from publicly available online sources. Users bear sole and absolute responsibility for ensuring their usage complies with all Applicable Laws, regulations, ethical standards, and best practices in their respective jurisdictions and industries.
• 3.2. The Company explicitly and unequivocally disclaims any and all responsibility for Users engaging in illegal, unauthorized, or unethical data scraping activities. Users are solely responsible for understanding, interpreting, and adhering to the legal and ethical requirements in their areas of operation.
• 3.3. Users shall indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, agents, and licensors from any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to the User’s violation of this Policy, any Applicable Laws, or any third-party rights.
• 3.4. Users agree to conduct regular legal audits of their data extraction activities and to maintain detailed records of their compliance efforts. These records must be made available to the Company upon request for audit purposes.
• 3.5. In the event of any legal action or investigation related to the User’s use of the Software, the User agrees to bear all costs associated with responding to subpoenas, court orders, or other legal processes, including but not limited to attorneys’ fees, court costs, and administrative expenses.

4. Regional Data Restrictions and Geoblocking

• 4.1. The Software’s functionality is contingent upon the accessibility and availability of data on the internet. Users acknowledge that certain data in their region may be subject to restrictions, limitations, or blocking by local authorities, website owners, or other entities.
• 4.2. The Company bears no responsibility for any consequences arising from the scraping of restricted or blocked data in a User’s specific region. Users are obligated to verify the legality and permissibility of data extraction in their jurisdiction before utilizing the Software.
• 4.3. In the event that a User’s region is non-compliant with data extraction or web scraping activities, the User must immediately cease use of the Software. Continued use in such circumstances shall be deemed a material breach of this Policy.
• 4.4. Users agree to implement and maintain geoblocking mechanisms to prevent unauthorized access to or use of the Software from restricted jurisdictions. The Company reserves the right to implement its own geoblocking measures, and Users agree not to circumvent any such measures.
• 4.5. Users shall be solely responsible for obtaining and maintaining any necessary licenses, permissions, or authorizations required to perform data extraction activities in their jurisdiction.

5. User Accountability and Ethical Use

• 5.1. Users are solely accountable for the ethical and responsible use of the Software. It is imperative that Users respect the terms of service, robots.txt files, and any other access control mechanisms of the Target Websites being scraped. Users must refrain from extracting sensitive or private information without proper authorization.
• 5.2. Any misuse, abuse, or violation of ethical standards in the use of the Software is the User’s sole responsibility. The Company shall not be held liable for any legal, ethical, or other repercussions resulting from such actions.
• 5.3. Users agree to implement reasonable safeguards to prevent unauthorized access to or use of the Software and any data extracted through its use. These safeguards must include, at a minimum:
  • a) Robust password policies and multi-factor authentication for all user accounts;
  • b) Regular security audits and penetration testing of systems used in conjunction with the Software;
  • c) Encryption of all data at rest and in transit;
  • d) Implementation of access controls and the principle of least privilege for all personnel with access to the Software or extracted data.
• 5.4. Users shall not use the Software to:
  • a) Impersonate any person or entity or misrepresent their affiliation with any person or entity;
  • b) Engage in any activity that could disable, overburden, damage, or impair the functionality of any Target Website;
  • c) Collect or store personal information about other users without their express consent;
  • d) Violate any applicable law, regulation, or contractual obligation;
  • e) Interfere with or disrupt the integrity or performance of the Software or any Target Website.
• 5.5. Users agree to implement a comprehensive data governance program that includes policies and procedures for data classification, retention, and destruction. This program must comply with all Applicable Laws and industry best practices.

6. Data Authenticity, Quality, and Disclaimer

• 6.1. The Company makes no representations or warranties regarding the accuracy, completeness, reliability, or quality of any data extracted using the Software. Users acknowledge that the Company is not responsible for the authenticity, quality, integrity, or legality of the data obtained through the use of the Software.
• 6.2. Users agree to use any extracted data at their own risk and discretion. The Company disclaims all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.
• 6.3. Users are solely responsible for verifying the accuracy and legality of any data extracted using the Software before using or relying upon such data for any purpose.
• 6.4. The Company shall not be held liable for any errors, omissions, inaccuracies, or misrepresentations in the data extracted using the Software, nor for any decisions made or actions taken by Users based on such data.
• 6.5. Users agree to implement and maintain a robust data quality management system, including processes for data validation, cleansing, and enrichment. This system must be documented and made available to the Company upon request.
• 6.6. In the event that a User discovers any inaccuracies or legal issues with extracted data, they must:
  • a) Immediately cease use of the affected data;
  • b) Notify the Company in writing within 24 hours of discovery;
  • c) Take all necessary steps to correct or mitigate any negative impacts resulting from the use of such data.

7. Dynamic Legal Landscape and Compliance Updates

• 7.1. Users acknowledge that laws and regulations regarding web scraping, data protection, and data usage may vary and evolve over time. The Company is not responsible for keeping Users informed about changes in the legal landscape.
• 7.2. It is the User’s sole responsibility to stay updated on any legal developments related to web scraping, data protection, and data usage in their jurisdiction and to adjust their usage of the Software accordingly.
• 7.3. The Company reserves the right to modify this Policy at any time, without prior notice, in response to changes in the legal environment or to enhance the ethical use of the Software. Continued use of the Software following any such modifications constitutes acceptance of the revised Policy.
• 7.4. Users agree to designate a compliance officer or team responsible for monitoring legal developments and ensuring ongoing compliance with this Policy and all Applicable Laws.
• 7.5. Users shall conduct regular compliance training for all personnel involved in the use of the Software or handling of extracted data. Documentation of such training must be maintained and made available to the Company upon request.
• 7.6. In the event of significant legal changes that may affect the use of the Software, Users agree to:
  • a) Promptly notify the Company of such changes;
  • b) Cooperate with the Company in assessing the impact of these changes;
  • c) Implement any necessary modifications to their data extraction practices or systems as advised by the Company or legal counsel.

8. Data Usage by Company and Artificial Intelligence Training

• 8.1. Users acknowledge and agree that the Company may, at its sole discretion, use data collected through the Software for the purposes of improving the Software, enhancing data quality, optimizing performance, and training artificial intelligence models.
• 8.2. The Company commits to anonymizing and aggregating any such data to protect User privacy and confidentiality. However, Users expressly consent to the Company’s use of their data for these purposes.
• 8.3. Users grant the Company a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and distribute any data or feedback provided by the User for the purposes of improving the Software or developing new products and services.
• 8.4. The Company reserves the right to analyze usage patterns and metadata related to the User’s interaction with the Software for the purposes of improving user experience, detecting fraud, and enhancing security.
• 8.5. Users acknowledge that any artificial intelligence models trained using data extracted through the Software may retain certain characteristics or patterns present in the original data, even after anonymization and aggregation.

9. Proxy, Hardware, and Infrastructure Limitations

• 9.1. Users understand and agree that the Software does not include any proxies, servers, or hardware required for its operation. The procurement, maintenance, and operation of such resources are the sole responsibility of the User.
• 9.2. The Company bears no responsibility for any issues, limitations, or legal complications arising from the User’s choice or use of proxies, servers, hardware, or any other infrastructure in conjunction with the Software.
• 9.3. Users are solely responsible for ensuring that their infrastructure complies with all Applicable Laws and industry standards, including but not limited to data protection regulations, information security standards, and export control laws.
• 9.4. Users agree to implement and maintain robust security measures for all infrastructure used in conjunction with the Software, including but not limited to:
  • a) Regular security patching and updates;
  • b) Network segmentation and firewalls;
  • c) Intrusion detection and prevention systems;
  • d) Logging and monitoring of all system activities;
  • e) Physical security measures for on-premises infrastructure.
• 9.5. The Company reserves the right to conduct audits of the User’s infrastructure to ensure compliance with this Policy. Users agree to cooperate fully with any such audits and to promptly address any identified issues or vulnerabilities.

10. Intellectual Property Rights

• 10.1. The Software, including all associated intellectual property rights, is and shall remain the exclusive property of the Company. Nothing in this Policy shall be construed as granting the User any right, title, or interest in the Software beyond the limited license to use it in accordance with this Policy.
• 10.2. Users agree not to reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software.
• 10.3. Users shall not remove, alter, or obscure any copyright, trademark, or other proprietary rights notices contained in or on the Software.
• 10.4. Users retain all rights, title, and interest in and to the data they extract using the Software, subject to the license granted to the Company in Section 8.3.
• 10.5. Users agree to respect the intellectual property rights of the Target Websites and third parties. Any infringement of such rights is the sole responsibility of the User.

11. Limitation of Liability

• 11.1. To the fullest extent permitted by Applicable Law, the Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses resulting from:
  • a) User’s use or inability to use the Software;
  • b) Any unauthorized access to or use of Company servers and/or any personal information stored therein;
  • c) Any interruption or cessation of transmission to or from the Software;
  • d) Any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Software by any third party;
  • e) Any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available via the Software;
  • f) Any claims or actions arising from the User’s violation of any third-party terms of service or other agreements.
• 11.2. The limitations of this section shall apply to any theory of liability, whether based on warranty, contract, statute, tort (including negligence) or otherwise, and whether or not the Company has been informed of the possibility of any such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
• 11.3. In no event shall the Company’s total liability to the User for all claims arising from or related to this Policy or the use of the Software exceed the amount paid by the User for the Software in the twelve (12) months preceding the event giving rise to the claim.

12. Dispute Resolution and Arbitration

• 12.1. Any dispute arising out of or relating to this Policy or the use of the Software shall be resolved through binding arbitration, rather than in court, except that the User may assert claims in small claims court if such claims qualify.
• 12.2. The arbitration shall be conducted by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
• 12.3. The arbitration shall take place in [Jurisdiction], and shall be conducted in the English language. The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this arbitration provision.
• 12.4. The User agrees that any arbitration under this Policy will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, both the User and the Company waive any right to a jury trial.
• 12.5. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction.

13. Governing Law and Jurisdiction

• 13.1. This Policy shall be governed by and construed in accordance with the laws of Wyoming, Sheridan, without regard to its conflict of law provisions.
• 13.2. For any matters not subject to arbitration as set forth in Section 12, any legal action or proceeding arising out of or relating to this Policy or the use of the Software shall be instituted exclusively in the federal or state courts located in Wyoming, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding.

14. Compliance with Export Control Laws

• 14.1. Users agree to comply with all applicable export control laws and regulations, including but not limited to the U.S. Export Administration Regulations (EAR) and the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) regulations.
• 14.2. Users shall not export, re-export, or transfer, directly or indirectly, the Software or any data extracted using the Software to any country, entity, or individual subject to U.S. trade sanctions or embargoes without obtaining prior authorization from the relevant government authorities.
• 14.3. Users are responsible for obtaining any necessary export licenses or permits required for their use of the Software or the data extracted using it.

15. Data Protection and Privacy

• 15.1. Users agree to comply with all applicable data protection and privacy laws, including but not limited to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and any other relevant regulations in their jurisdiction.
• 15.2. Users shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including:
  • a) The pseudonymization and encryption of personal data;
  • b) The ability to ensure the ongoing confidentiality, integrity, availability, and resilience of processing systems and services;
  • c) The ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident;
  • d) A process for regularly testing, assessing, and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing.
• 15.3. Users shall not use the Software to collect, process, or store any sensitive personal data, including but not limited to information relating to an individual’s racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data, health data, or data concerning a natural person’s sex life or sexual orientation, unless explicitly authorized by by law and with the express written consent of the data subject.

• 15.4. In the event of a personal data breach, Users shall notify the Company and any relevant supervisory authorities without undue delay and, where feasible, not later than 72 hours after having become aware of the breach.

• 15.5. Users shall maintain detailed records of their data processing activities and make these records available to the Company or relevant supervisory authorities upon request.

16. Severability

• 16.1. If any provision of this Policy is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render this Policy unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.
• 16.2. In such event, the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that achieves, to the greatest extent possible, the original intent of the parties.

17. Entire Agreement

• 17.1. This Policy constitutes the entire agreement between the User and the Company regarding the use of the Software and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Policy.
• 17.2. No amendment to or modification of this Policy will be binding unless in writing and signed by an authorized representative of the Company.

18. Acknowledgment

By using the DIOS web scraper software, you acknowledge that you have read this Policy, understood it, and agree to be bound by its terms and conditions. If you do not agree to abide by the terms of this Policy, you are not authorized to use or access the Software.

Last updated: 08/03/2024