Terms of Service Prospects
Effective: 27/8/2023, Last Updated: January 30, 2024
By accepting this Agreement, by accessing or using the Woodpecker Prospects Service, or by authorizing or permitting any of your employees, agents or partners to access or use the Woodpecker Prospects Service, you agree to be bound by this Agreement. By accepting this Agreement, you represent and warrant that you are at least eighteen (18) years of age and have the legal capacity to enter into contracts and to be bound by legal obligations.
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. In this case, the terms “Customer”, “User” (where applicable), “You”, “Your” shall refer to such company, organization or another legal entity and its affiliates. If You do not have such authority, or if You do not agree with this Agreement, You must not accept this Agreement and shall not use any of Woodpecker Prospects Services.
All terms used in this document shall have the following meanings:
- Customer means the entity for whom Woodpecker Prospects deliver Services in accordance with the Agreement.
- User means any person added to the Account.
- Query mean request for information, searches, API calls, or any specified configurations used by Users to obtain results.
- Result means any company data, contact information,, other information, or data provided by Woodpecker Prospects as a result of a Query.
- Service – services developed, supplied and maintained by the Company to the Customer and/or User under the Agreement available via at https://app.woodpecker.co/ and provided in a form of a web application and accessible online. Service – services developed, supplied and maintained by the Company to the Customer and/or User under the Agreement available via at https://app.usewoodpecker.com/ and provided in a form of a web application and accessible online.
Sources may include company websites, news portals, internet media, public databases such as commercial registers, blogs, forums, consumer portals or social networks, external APIs, and other sources necessary to fulfill the order.
USAGE OF SERVICES / GENERAL STATEMENTS
- These Terms of Service apply to all Services provided by Woodpecker Prospects to Customers. By purchasing, using or otherwise accessing any of the Services, you agree to be bound by this Agreement.
- Woodpecker Prospects provides the Service as-is to the Customer. This involves ensuring availability, developing and improving the application’s performance. The Service will be provided in accordance with this Agreement. The Service will be provided in the form in which it exists and may be updated and changed throughout the duration of the Agreement.
- In the event that Woodpecker Prospects offers you a specialized Service (beyond the scope of this Agreement), the provision of such Services may be subject to your agreement to additional terms prior to activating such Services.
- You acknowledge and understand that the content and scope of the Services and Results, including the selection of Sources, may change and are expected to change over time. In order to improve the speed and efficiency of some Services, Woodpecker Prospects may, at any time and at its discretion, expand, modify or supplement its offerings.
- The Customer acknowledges that all Results are compiled by automated systems on a large scale. Woodpecker Prospects is not responsible for the completeness, timeliness, or accuracy of the Results and has no influence or control over the Results that are provided from the Sources.
- You acknowledge and understand that the content and scope of the Services, including the selection of Sources, may change and are expected to change over time. In order to improve the speed and efficiency of some Services, Woodpecker Prospects may, at any time and at its discretion, expand, modify or supplement its offerings.
- Woodpecker Prospects has the right to reject certain Requests or not provide certain Results if Woodpecker Prospects cannot fulfill the order for legitimate technical and/or legal reasons.
- Woodpecker Prospects grants the Customer a subscription to access the Services in accordance with the agreement, specifying in particular the type of use, the number of Users, and the scope of access granted to the Users.
- Except for the following situations, the Customer is not entitled to lease, resell, or otherwise transfer the Services or Results to third parties:
- The use of the subscription may only take place within the Customer’s organization. Using it for the benefit of or within any other enterprise (including associated companies) and/or publishing Results is only allowed with the prior written consent of Woodpecker Prospects (email form is permitted).
- The use of the subscription may only take place within the Customer’s organization.
10. Woodpecker Prospects’ actions include, among others, data retrieval/export, lead or contact data disclosure, data synchronization with an external system, or API calls.
ISSUE OF RIGHTS AND PROPERTY
- You agree and acknowledge that some of the Results may be subject to third-party rights and licenses (e.g. copyright or trademark protection) and that Woodpecker Prospects does not grant or manage such third-party rights and licenses. Copyrights, patents, trademarks, and all other intellectual property rights related to the provision of the Services remain with the respective owners of those rights.
- In the event of providing Woodpecker Prospects with data for the purpose of updating or enriching such data, you grant Woodpecker Prospects the right to process such data as necessary and provide the Service in accordance with the Agreement.
- Woodpecker Prospects will maintain confidentiality of all data and other information provided by the Customer and will only disclose it to the extent necessary to perform the Woodpecker Prospects service in accordance with this Agreement. Woodpecker Prospects will take action to delete received data and information at the Customer’s request.You acknowledge and agree that aggregated and anonymized data may be used for the purpose of improving or developing our Services as well as for scientific purposes.
- Woodpecker Prospects is only liable to you for damages caused intentionally or through gross negligence. This does not apply in case of a breach of significant obligations arising from the Agreement. Significant contractual obligations are those whose fulfillment enables the proper execution of the Agreement and on which the contracting partner regularly relies or may rely. Liability for breach of significant obligations is limited for each contract year to the compensation due to the Customer in the relevant year in which the breach occurred. This limitation does not apply if the damage is foreseeable and typical for the Agreement.
- Woodpecker Prospects shall not be liable for lost profits, consequential or indirect damages, diminished value of the Customer’s brand or business, frustrated expenses, or similar costs.
- The Customer shall indemnify Woodpecker Prospects against any claims of third parties arising from a breach of third-party rights caused by the Customer. This includes the reimbursement of reasonable legal costs incurred by Woodpecker Prospects in defending against third-party claims. Woodpecker Prospects shall promptly inform the Customer of any legal claims made against Woodpecker Prospects. Woodpecker Prospects shall consult with the Customer before entering into any settlement with a third party. If Woodpecker Prospects decides to settle without the Customer’s consent, Woodpecker Prospects shall bear its own costs arising from such a settlement and the dispute.
- The Customer shall be responsible for its employees, representatives, and associated entities who have access to the Search results and the manner in which they use them.
- The Customer agrees to use the Services in compliance with applicable national and international laws, including court orders (if applicable).
- The Customer is responsible for securely storing passwords and logins associated with the Service’s related Accounts. Woodpecker Prospects shall not be liable for any damages resulting from the Customer’s careless or negligent storage of authentication data.
- The Parties agree that any disputes arising out of or in connection with this Agreement and the Service shall be settled amicably.
- Otherwise, any disputes shall be resolved by the court having jurisdiction over the registered office of Woodpecker Prospects.
- This Agreement is subject to Polish law and shall be interpreted in accordance with Polish law.
- Amendments to the Agreement must be made in writing. Oral amendments, including additional agreements, are invalid.
- If any provision of the Agreement is or becomes wholly or partially invalid or unenforceable, or if the Agreement contains gaps, this shall not affect the validity or enforceability of the remaining provisions of the Agreement. In place of invalid, unenforceable, or missing provisions, a valid and enforceable provision to which the Parties to the Agreement would have agreed, taking into account the economic purpose of the Agreement, had they known of the invalidity, unenforceability, or lack of appropriate provisions at the time of the conclusion of the Agreement, shall be deemed to have been agreed between the Parties.