The term “you” shall refer to Customer or Users, as applicable.
2. What is Lusha?
Lusha helps Customers to find business profiles (“Business Profiles“) which are collected and obtained in Lusha database (“Lusha Database“). Lusha enables you to access through the API to Business Profiles obtained in Lusha’s Database for the purpose of enriching Customer’s current data and ensuring that such data is current and up to date.
“Access Keys” means confidential security keys provided by the Company to you for your use of the API.
“API” means the software program or programs in source code or executable code form, any documentation provided therewith, and any modified, updated, or enhanced versions of such items that we provide you pursuant to this Agreement.
“API Call” means a single User’s request or query to receive, use or access information related to a single Business Profile by using our API Service.
“Confidential Information” means any non-public, proprietary, confidential and/or trade secret information of the Company, whether furnished before or after this Agreement, and regardless of the manner in which it is furnished, and which given the totality of the circumstances, a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive, including, without limitation, API Access Keys, APIs, business procedures, technology and any related documentation or materials, client list, developments, business partners or other information designated by the Company as confidential and disclosed by the Company to you either directly or indirectly in writing, orally or by drawings or inspection of parts or equipment. Confidential Information shall not, however, include any information which: (i) was known to you or in your possession at the time of disclosure without any confidentiality obligation; (ii) becomes publicly known and made generally available after disclosure through no action or inaction on your behalf; (iii) is independently developed by you without reliance on or use of the Confidential Information or any part thereof and you can present written proof of such independent development or (iv) required to be disclosed by applicable law, regulatory authority or a valid court order, provided that you shall provide the Company with reasonable prior written notice of the required disclosure in order for the Company to obtain a protective order and the disclosure shall be limited to the extent expressly required; (v) is approved for release by the Company’s prior written authorization.
“Insertion Order” means the Insertion Order entered into between Company and Customer setting forth custom pricing and additional terms for the provision of the API Service.
“Personal Data” shall mean any individually identifiable information relating to an identified or identifiable natural person, namely information that identifies an individual or may with reasonable effort to identify an individual.
“Proprietary Rights” means any intellectual property rights, whether or not patentable or registered, including without limitation, rights in algorithms, brands, business methods, computer programs, computer software, firmware, composition of matter or materials, collective marks, copyright, products’ databases, designs (whether registered or unregistered), derivative works, discoveries, goodwill associated with trade names, trademarks and service marks, improvements, industrial designs, innovations, inventions, know-how, manufacturing information, methods, moral rights, original works of authorship, patents, patent applications, patent rights, including but not limited to any and all continuations, divisions, reissues, re-examinations or extensions, processes, proprietary technology, research results, research records, service marks, specifications, statistical models, techniques, technology, trade secrets, trademarks, trade dress, trade names, trade styles, and technical information, and any rights analogous to the foregoing.
“Software” means the software application, plugin, website or other interface developed or operated to interact with the API, but not through scraping, crawling or other technology or software used to access data without the express written consent of the Company.
“User” means an individual who is authorized by Customer to use the API Service, for whom Customer have ordered and purchased a subscription to use the API Service, and to whom Customer has supplied a specific user identification and password. Users may include, for example, employees, consultants, and agents of Customer.
To be eligible to use the API Service, you must meet the following criteria and represent and warrant that you: (i) are at least 18 years of age or older; (ii) are not currently restricted from the API Service; (iii) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party or any applicable law; and (iv) will not violate any rights of the Company or any other third party, including privacy rights and intellectual property rights such as copyright or trademark rights.
Notwithstanding anything to the contrary, the Company may, in its sole discretion, decide that you or any User are not eligible to use its API Service and to forbid you to use the API Service for any reason it deems reasonable.
5. Grant of License
Subject to your full compliance with this Agreement, we hereby grant you a limited, non-exclusive, revocable, non-sub-licensable, non-transferable, non-assignable, license to (i) internally use the API Access Keys to conduct API Calls, (ii) internally use, perform, display, reproduce the API solely as necessary to develop, maintain and support the Software, in accordance with the specifications included in the API; and (iii) process Business Profiles obtained through the API, provided that the you comply with all requirements in the Agreement. Any other use contrary to our mission and purpose is strictly prohibited and a violation of this Agreement.
We will provide you with Access Keys that permit you to access our API. The Access Keys are the property of the Company and may be revoked if you share them with any third party (other than as allowed under this Agreement), if they are compromised, if you violate any term of this Agreement, or if the Company terminates this Agreement.
Usage Limits. The number of API Calls you will be permitted to make during any given period may be limited. The Company will determine usage limits based on various factors, including the anticipated volume of usage associated with your Software. We may, in our sole discretion, charge you for API Calls that exceed the usage limits or terminate your access to the API in accordance with this Agreement.
We are entitled, without any liability, to refuse, restrict, limit, suspend or interfere or interrupt the API Service or any part thereof, without any notice to you for the repair, improvement, or upgrade of the API Service or for any of the reasons for termination as mentioned in this Agreement.
6. Intellectual Property
Except as expressly granted in the Agreement, Company retains all right, title and interest in and to the API Keys, the API, Lusha Database and any versions, revisions, corrections, modifications or derivatives thereof, including any Proprietary Rights therein (“Company Property”). All rights in and to the Company Property which are not expressly granted herein are reserved by Company. This Agreement does not convey any title or ownership rights to Publisher.
Neither party shall assert any Proprietary Rights in or to the other party’s content, materials or any element, derivation, adaptation, variation or name thereof. Neither party shall have the right to remove, obscure or alter any notices of Proprietary Rights or disclaimers appearing in or on any content or materials provided by the other party.
Customer shall not (i) contest, or assist others to contest Company’s rights or interests in and to the Company Property and all applications, registrations or other legally recognized interests therein, or any element, derivation, adaptation, variation or name thereof; or (ii) seek to register, record, obtain or attempt to pursue any Proprietary Rights or protections in or to the Company Property; or (iii) remove, obscure or alter any notices of proprietary rights or disclaimers appearing in or on the Company Property.
7. Privacy and Content
You may choose to upload or share information related to Business Profiles or any other content as part of your use of the API Service (Collectively, “Content“). You represent that you have the right to upload and share such Content and that such Content or its use by the Company as contemplated by the Agreement, does not violate any applicable law or any other third party rights, including privacy rights and intellectual property rights such as copyright or trademark rights.
You grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any Content that you upload or share in connection with our API Service.
To the extent you submit information related to Business Profiles (e.g. email address, name, etc.) to us for the purpose of processing or obtaining relevant Business Profiles stored in Lusha Database, you hereby grant us a royalty-free, worldwide, irrevocable, perpetual license to use, copy, display, create derivative works from, process, analyze, aggregate, and use it in order to promote the Company’s business in any way and without the need for any further compensation, approval or consent, as well as to incorporate such Content into Lusha Database and to distribute such information through the API Service at our discretion. You represent that you have no knowledge of any objection, on behalf of any of your respected contacts, to include their related Business Profiles in Lusha Database, which is available for other registered users.
We reserve the right to remove or disable access to any Content for any or no reason, including but not limited to Content that, in our sole discretion, violates the terms of the Agreement or any applicable law. We may take these actions without prior notification to you. Removal or disabling of access to Content shall be at our sole discretion, and we do not promise to remove or disable access to any specific Content.
To the extent you transfer or provide us any Personal Data as part of the Content or your use of the API Service: (i) you shall ensure that you are in full compliance with any applicable data protection laws in respect of such Personal Data; (ii) you shall ensure that you have the right to transfer, or provide access to, such Personal Data to the Company for the purposes contemplated in the Agreement and obtained any necessary consents or authorizations to do so; (iii) you shall guarantee that Personal Data you share is accurate and up-to-date; and (iv) if you receive an inquiry, complaint or correspondence from an individual, data protection authority or other third party relating to the processing of Personal Data carried out by us, you shall promptly inform the us, providing copies or details of the same, and both parties shall cooperate in good faith to respond to the inquiry, complaint or correspondence.
You may request to rectify or remove any Personal Data you upload or share with us, as part of your use of the API Service, by contacting us at: Support@Lusha.co.
You agree that you will not disclose or use the Confidential Information of the Company without the Company’s prior written consent, or use Confidential Information for any purpose other than as necessary to perform under this Agreement. You agree to take reasonable steps, at least substantially equivalent to the steps you take to protect your own Confidential Information, during the Term of this API Agreement and for a period of three (3) years thereafter to prevent unauthorized use, access or the disclosure of the our Confidential Information other than to your employees or subsidiaries who must have access to such Confidential Information as necessary to use the API in accordance with the Agreement and under a written confidentiality agreement that is no less restrictive.
Notwithstanding the foregoing, nothing herein shall restrict the Company from (i) using, accessing, processing, collecting, disclosing, sharing, or distributing any Business Profiles that the Company collects from publicly available sources via the Internet and social networks, including through their public or licensed API (“Public Information“), and (ii) providing, processing, or disclosing Public Information by a third party to the Company, even if such Public Information is duplicative of any Content.
9. Representations and Warranties
You acknowledge that the API and its structure, organization, and source code constitute valuable trade secrets of the Company. Accordingly, you agree not to disclose, distribute, sublicense, lease, rent, loan, resell or otherwise transfer any Business Profiles or other information received from or through your use of the API Service (“Data“), except as explicitly set forth in the Agreement.
You will not disclose any Data to any third party without the Company’s prior written authorization.
Customer, Users and Customer’s third parties, to which Customer is allowed to provide any Data through the use of the API Service (collectively, “Data Recipients“), must not use such Data for the purposes of cookie tracking, ad exchanges, ad networks, data brokerages, SPAM or any other purpose in violation of any applicable law, or any other activity or purpose identified as prohibited by the Company in any communication sent to Customer. Customer shall guarantee that Data Recipients shall comply with the section. If the Company informs Customer that a specified activity or purpose is prohibited, Customer will ensure that any and all Data Recipients immediately cease processing of any such Data for the prohibited activity or purpose.
To the extent you collect, use, process or transfer (collectively: “Process“) any Data obtained by you through the API Service, you undertake and agree that: (a) you shall Process such Data in compliance with applicable data privacy and protection laws and regulations; (b) you shall Process such Data solely in connection with the purposes specified in the Agreement and shall not Process it for any other purpose; (c) you shall have in place appropriate technical and organizational measures to protect Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access and against all other unlawful forms of processing, in order to protect the Data; (d) you shall deal properly with reasonable inquiries from the Company relating to Processing of the Data; you shall promptly notify Company about: (i) any legally binding request for disclosure of Data by a law enforcement authority unless otherwise prohibited; and (ii) any accidental or unauthorized access or loss of Data; and (iii) any request received directly from individuals with regard to their Data, without responding to that request, unless it has been otherwise authorized to do so.
If you receive a notification from an individual requiring that you shall delete individual’s Personal Data obtained by you through the API Service, you shall respect such request and shall: (i) delete such Personal Data from your database and cease Processing it; (ii) require any Data Recipients to delete such Personal Data and cease Processing it; and (iii) promptly notify the Company on the individual’s notification.
You hereby warrant that you will not:
- Impersonate any person or entity or otherwise misrepresents affiliation, connection or association with any person or entity, or use any fraudulent, misleading or inaccurate contact information;
- Make any copies of, modify, adapt, disassemble, translate, decompile, distribute or otherwise transfer, rent, lease, loan, resell, sublicense or reverse engineer our API Service or any part thereof;
- Remove, circumvent, disable, damage or otherwise interfere with any features of the API Service, or attempt to gain unauthorized access to any portion of the API Service through any means, or interfere with, corrupt, or disrupt the operation or performance of the API Service or the ability of any other person to use the API Service, including, without limitation, transmitting Content that contain any viruses, worms, trojan horses, or other destructive items or harmful codes, or placing excessive load on the servers, or attempting to degrade the performance of the servers in any way;
- Violate third parties’ rights to privacy, publicity and other rights, or harvest, scrap, data aggregate, data mine, screen scrap, index or collect data and information about other Users or third parties without their consent, whether manually, or automatically with the use of any means, including without limitation bots, crawlers, spiders and robots without the express written consent of the Company, or engage in testing, pen-testing, sniffing or monitoring of the API Service, its systems, software or hardware in any way;
- Collect, use, copy, sell, distribute or transfer any information, including, but not limited to, Personal Data obtained through your use of the API Service except as expressly permitted in this Agreement;
- Use the API Service in connection with any advertisements, solicitations, chain letters, pyramid schemes, spamming or any other commercial communication;
- Use the API Service in connection with material which a reasonable individual could deem to be: stalking, offensive, inaccurate, incomplete, abusive, obscene, objectionable, defamatory, libelous, fraudulent or deceptive, indecent, pornographic, profane, threatening, advocating harassment or intimidation, distressing, vulgar, hateful, malicious, harmful for minors, racially or ethnically offensive, advocating racism, bigotry, hatred or physical harm of any kind against any group or individual, or disparaging the religious, political, or legal agenda of any person or entity;
- Use the API Service in connection with any material which promotes illegal activities, or the violation of any local, state, national, or international law or regulation, including, without limitation, laws governing intellectual property and other proprietary rights (including, but not limited to, patents, trademarks, trade secrets, copyrights, or any confidential, proprietary or trade secret information of any third party), privacy and data protection and SPAM laws.
- You will not use any Data obtained by you through the API Service to send any form of communication containing unsolicited or undesired electronic messages, including by emails, SMS or any other communication method (“Communication(s)“) in contrast to any applicable law or regulation and undertake to comply with all applicable laws which relates to such activity. You shall not make use of any communication method to send Communications to recipients who have not explicitly consented (opt-in) or subscribed in some way to receive such Communications. You shall respect the individual’s rights to opt-out and shall not send or promote any Communication to an entity or individual who communicated its choice not to receive future Communications.
- You acknowledge that the Company may in its sole discretion, restrict, suspend or terminate the account of Customer or any User who abuses or misuses the API Service. Misuse includes, without limitation, abusing the Business Profiles obtained through the API Service; creating multiple or false accounts; using the API Service without Company’s authorization; infringing any intellectual property rights; or performing any other behavior that the Company, in its sole discretion, deems inappropriate.
10. Fees and Payments
- Customer hereby agrees to pay all fees related to all subscriptions of its Users who are accessing or using the API Service, pursuant to the terms set out in the applicable Insertion Order(s) (“Considerations“). The fees for each subscription and its usage limits will be determined solely by the Company and may be updated from time to time.
- The subscriptions will be provided only on a prepay basis. You may cancel your account at any time and we will not charge you again on the next billing cycle. We will not refund the pro-rata fee for the period from cancelation notice to the next billing cycle.
- Considerations shall be processed automatically using Customer’s payment information (e.g. credit card number, PayPal account, etc.) provided by you when you open an account and register to our API Service through our website (the “Site“) or by providing your payment information in the applicable Insertion Order(s). The processing of such payment information will be made by our trusted third party service providers.
- When Customer opens an account through the Site for the first time in order to use our API Service, Company may (but to not obliged to) offer this Customer to use a limited free trial of API Calls, pursuant to the terms set out in the applicable Insertion Order(s) executed by the parties. After the end of such trial period, Customer will be automatically charged for any additional API Calls, in accordance with the fees and Considerations which ere agreed upon in the applicable Insertion Order(s).
- All fees and Considerations are nonrefundable and there will be no refunds or credits for partially used periods.
11. Term and Termination
This Agreement shall become effective as of the Effective Date, as specified in the Insertion Order, and shall remain effective until terminated pursuant to this section and as further provided in the accompanying Insertion Order (the “Term“).
Upon the termination of the Agreement for any reason: (i) Customer and Users will immediately cease any use of the API Service and any Processing of Data in connection with such use; (ii) all licensed rights granted to you in this Agreement will immediately cease to exist; and (ii) Customer, Users and Data Recipients (as applicable) will irrecoverably delete any and all Data they have received from using the API Service.
Without derogating from the foregoing, upon termination, all rights, licenses and obligations of the Parties shall cease, except that all obligations that accrued prior to the effective date of termination and remedies for breach of these this Agreement shall survive.
Upon termination, each party will not be liable to the other party or any other person or entity for damages resulting from the termination of the Agreement. Following the termination of the Agreement, each party will have no obligation to maintain any information stored in its data centers related to the other party.
The Company may terminate this Agreement, effective immediately upon written notice to the Customer, if Customer or any of its Users breach any provision of this Agreement. The company may also terminate this Agreement for convenience upon providing seven (7) days’ notice to the Customer.
Notwithstanding anything to the contrary, the Company reserves the right, at its sole discretion and without prior notice to: (i) terminate your account or your access to the API Service where it determined that you have breached any of the terms of this Agreement; (ii) monitor or review any Content submitted by you in connection with the API Service, reject any Content submitted, remove any Content, or refuse your requests in connection with the API Service; and (iii) terminate your account or your access to the API Service in order to comply with credit card industry regulations, payment processor and banking rules, or to comply with legal requirements, court orders and law enforcement agencies.
Customer agrees to indemnify, defend, and hold the Company (and its affiliated companies, contractors, employees, agents, and suppliers and partners) harmless from any and all claims, suits, actions, liabilities, losses, costs, damages, expenses, and any other liabilities, including without limitation attorneys’ fees, arising out of or related in any manner to your or your Users’ use or misuse of the API Service, including without limitation any access to or use of the API Service, any breach or alleged violation of the rights of any other person or entity by Customer or Users, including without limitation any intellectual property right, publicity, confidentiality, SPAM, property or privacy right and any breach or alleged violation by of this Agreement, or any applicable law or regulation.
We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify the Company and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of the Company. The Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
13. Limitation of Liability
- You hereby expressly agree, that to the fullest extent not prohibited by the applicable law, that:
The API Service is provided to you “AS IS”, and that your use of the API Service or of any information provided or otherwise disseminated in connection with the API Service is at your sole risk.
The Company makes no warranty or representations, whether express or implied in connection with the API Service and your use of the API Service or any Data provided to you in connection with the API Service (including Content and Business Profiles), and shall not be held liable or responsible, with respect to the API Service or any Data, its quality, fitness for any particular purpose and promises of specific results, lack of accuracy, availability in any location, correctness, performance, merchantability, completeness, continuity, reliability, error or malware free, network-related problems, non-infringement of third party rights and security of the API Service, its content or any part thereof.
You will be solely responsible for your use of the API Service and any damages to your devices, including without limitation loss or exposure of data, and you will be solely responsible for compliance with any applicable laws or regulations.
Customer will be liable and responsible to its Users’ use of the API Service and their full compliance with all terms stipulated in this Agreement and any applicable laws or regulations.
The Company does not warrant, endorse and will not be liable to any damage or claim for any Content, including without limitation, its accuracy, engagement with commercial activity, spam, or any attempts to defraud or manipulate other users with deceptive means or misrepresentation.
You waive and hold harmless the Company, its respective partners and affiliates from any claims resulting from any action taken by the Company during or as a result of its investigations or from any actions taken as a consequence of investigations by either Company or any law enforcement authorities, regarding your use of the API Service.
You further agree, that to the fullest extent not prohibited by the applicable law, that the Company shall not be liable, in any event, for:
Any direct, indirect, special, incidental, consequential or exemplary damages, under any theory of liability, including but not limited to contract, tort (including negligence), damages for loss of data, profits and goodwill, arising out of the use, misuse or inability to use the API Service, or by any form of malware, whether or not the Company was or should have been aware or advised of the possibility of such damages;
Any information or Data (including Content and Business Profiles) stored, processed or transmitted via the API Service;
The validity, correctness or accurateness of any information disseminated, provided or otherwise delivered in connection with your use of the API Service.
You hereby acknowledge and warrant that your sole and exclusive remedy with respect to any problems or dissatisfaction with the API Service it to close your account and cease your use of the API Service.
14. Third Party Services
This Agreement applies only to your use of the API Service. The Company has not reviewed, has no control over, nor does it endorse, screen, promote or otherwise assume any responsibility for the content of third party websites or applications (“Third Party Services“), or to the information, advertisements, services, practices or other material contained on, or accessible through Third-Party Services, including without limitation third party websites to which hyperlinks are contained in the API Service.
15. Governing Law and Arbitration Agreement
This Agreement is governed by and construed in accordance with the laws of the State of Israel without giving effect to any principles of conflicts of law.
You may opt out of this Arbitration Agreement. To opt out, you must notify the Company in writing within thirty (30) days of the date that you first become subject to this Agreement. You must email us at Support@Lusha.co with the subject line: “Arbitration Opt Out” and include in the body of your e-mail your name and residence address, your email address, telephone number, and a clear statement that you want to opt out of this Arbitration Agreement.
If you do so, neither you nor the Company can require the other to participate in an arbitration proceeding, however, both you and the Company hereby expressly waive trial by jury. If permissible under such court’s rules, you may bring your claim in the Israeli “small claims” court in Tel Aviv. You may bring claims only on your own behalf. Neither you nor the Company will participate in a class action or class-wide arbitration for any claims covered by this Agreement. You hereby agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account in the Service, if the Company is a party to the proceeding.
You hereby agree that any claim may have to arise out of or related to your relationship with the Company must be filed within one (1) year after from the arising incident; otherwise, your claim shall be permanently barred.
16. Notice and Takedown
If you believe that anyone is abusing, or attempting to abuse the API Service, or breaching any of the terms in this Agreement, please report this to us at: Support@Lusha.co.
The Company does not allow using the API Service or any of its features for intellectual property infringement. If you encounter what you believe to be a violation of your intellectual property rights in the API Service, please notify us via e-mail to: Support@Lusha.co
Such notice (“Takedown Notice“) must include your full name, contact details (address and phone number), a reasonably detailed description of the alleged infringement and adequate evidence of your right in the relevant IP (for example, trademark registrar certificate of a signed affidavit).
Once adequate Takedown Notice is sent, the Company will either remove the alleged infringement or put you in touch with the person responsible for it.
If you receive notification from the Company stating that a Takedown Notice was received regarding content or activity for which you are responsible, you may contend the Takedown Notice within seven days, in which case only will your contact details be given to the Notice’s sender.
17. Assign Rights, Severability, and Waiver
The Company may assign its rights according to this Agreement to any third party at its sole discretion. You may not assign or delegate your rights according to this Agreement, without the Company’s prior written consent.
If any part of this Agreement is deemed void, unlawful, or for any reason unenforceable or invalid, then that part shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions of the Agreement.
Failure to assert, at any time, any right, or require performance in regard to this Agreement by or on behalf of the Company shall not constitute concession, yield, waiver or relinquishment of any sort, and shall not limit the Company’s rights with respect to such breach or any subsequent breaches. A waiver of any breach of any provision of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.
18. Entire Agreement
The terms of this Agreement and applicable Insertion Order and any supplemental or incorporated documents or policies constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. This Agreement is concluded between you and the Company only, and not with any other party.
19. Amendments to the Agreement
The Company reserves the right, at its sole discretion, to periodically amend or revise the terms of this Agreement; material changes will be effective immediately upon the publication of the amended Agreement. Your continued use of the API Service, following the amendment of the Agreement, constitutes your acknowledgment and consent of such amendments to the Agreement.