GetLatka Terms of Service

The following terms and conditions (“Terms of Service”) together with the terms of (a) the signup page on the GetLatka.com website (the “Website”) through which you (the “Client”) signed up for a subscription plan, or (b) the terms of the Service Purchase Letter that you executed regarding a subscription plan (the terms of (a) or (b), as applicable, being each referred to as an “Order” and each Order, together with these Terms of Service, as the “Agreement”) govern all use of the Website as well as of the GetLatka browser extension and any other tools provided to Client to access the Services (collectively, the “GetLatka Technology) and all content, services, features, activities, and products available at or through the Website or through the GetLatka Technology (the “Services”). The Services are owned and operated by The Latka Agency LLC (“GetLatka”). Please read these Terms of Service carefully before using the Services.

BY USING OR ACCESSING THE SERVICES, CLIENT AGREES TO BE BOUND BY THESE TERMS OF SERVICE AND BY ALL TERMS, POLICIES, AND GUIDELINES INCORPORATED IN THE TERMS OF SERVICE BY REFERENCE. THIS AGREEMENT IS LEGALLY BINDING AND GOVERNS YOUR USE OF THE SERVICES. If Client does not agree to all the terms and conditions of this Agreement, they may not use the Services.

1. Description of GetLatka Services

GetLatka continuously collects and analyzes data on thousands of private and public companies. The Services allow Client to access this and other data through the Website or the GetLatka Technology (all such data being the “GetLatka Data”).

2. Intellectual Property

The Services are protected by copyright, trade secret and other intellectual property rights, of which all right, title and interest belong to GetLatka and which is Confidential Information (as defined below) of GetLatka (or its suppliers). All right, title and interest in and to the Services and all modifications to the Services (and all associated intellectual property rights) are and will remain vested in GetLatka or its suppliers. These rights are protected by law and international treaties. Client acknowledges that this Agreement grants only the specific rights to use the Services as described herein, and that no other rights, licenses or interests in any GetLatka intellectual property, including but not limited to copyrights, trademarks and/or trade names, are granted under this Agreement.

Client may choose to or GetLatka may invite Client to submit comments or ideas about the Services, including without limitation about how to improve the Services or GetLatka products. By submitting any such feedback, Client agrees that such disclosure is gratuitous, unsolicited and without restriction and will not place GetLatka under any fiduciary or other obligation, and hereby grants to GetLatka a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, disclose, sublicense, distribute, modify, and otherwise exploit such feedback without restriction and without paying any compensation to Client.

3. Restrictions

The Services are licensed to the Client, not sold. Client may not sublicense, resell, share with anyone other than a Representative (as hereinafter defined) (and provided each such Representative is registered as an additional user of the Services), assign (except as set forth herein), pledge, rent or transfer (except as set forth herein) any of Client’s rights under this Agreement in relation to the Services or any portion thereof without explicit permission in writing from GetLatka in each instance.

Without GetLatka’s express written permission, Client may not use any robot, crawler, spider, scraper, or other automated means to access the Services for any purpose, or bypass or ignore GetLatka’s robot exclusion files or other measures used to prevent or restrict access to the Services or the GetLatka Data. Client is expressly prohibited from reverse engineering, decompiling, disassembling or otherwise attempting to discover the GetLatka Technology source code, and from engaging in mass data extraction, database harvesting, or any form of bulk retrieval of the GetLatka Data.

Client will not (1) redistribute, transfer, or disclose any of the GetLatka Data to any third party other than a Representative; (2) rent, lease, sell, assign, distribute or otherwise transfer the GetLatka Data or offer the GetLatka Data on a timesharing, service bureau or hosted service basis; (3) use, post, transmit or introduce any device, software or routine that interferes or attempts to interfere with the operation of the Services or GetLatka Technology; (4) publicly display or perform the GetLatka Data in whole or in part, in any way; (5) incorporate any of the GetLatka Data into Client’s own products or services, or any other individual or company’s products or services in any manner that either competes or is intended to compete with GetLatka; (6) use the GetLatka Data to create a competitive product or in a manner that is competitive with GetLatka; (7) share the GetLatka Data with anyone who may be considered a competitor of GetLatka; (8) introduce or transmit any worms, viruses, malware or any code of a destructive nature onto or via the Services or GetLatka Technology; (9) remove, obscure or modify any notice of copyright or other notice included in the GetLatka Data; or (10) engage in or permit any unauthorized copying, use, or transmission of any GetLatka Data, or any portion thereof, electronically or otherwise.

Client may not: (a) use the Services for any unlawful purpose or in any unlawful manner, (b) use the Services in a manner that may damage, disable, overburden or impair the equipment used to provide the Services, or (c) use the Services to violate another person or entity’s intellectual property rights, terms of service or other statutory or contractual rights.

Client shall provide GetLatka with accurate, complete information during the initial registration for the Services. It is Client’s responsibility to inform GetLatka of any changes to such information. The “Quantity” item in the Order indicates the number of passwords that will be provided to Client pursuant to this Agreement, and each password is to be used solely for one designated and named natural person. Client may not (A) permit any other person to use the Services under Client’s name; or (B) make the Services available to any users other than such designated and named natural person(s). For billing purposes, the number of users will be determined by the number of natural persons who connect to the Service, and Client agrees in advance that Client will be billed for additional users if unauthorized persons connect to the Service using passwords provided to Client.

Client agrees to hold harmless and indemnify GetLatka and its affiliates, officers, directors, agents, employees, and partners from and against any costs, damages, losses and expenses (including but not limited to attorney fees) in connection with third-party claims arising from or in any way relating to Client’s violation of this Section 3.

4. Content Ownership

GetLatka shall at all times retain full right and ownership of the information and content that is being served by the Services.

5. No Violation

Client represents and warrants that entering into this Agreement will not violate any contract, policy, law or regulation to which the Client is currently subject.

6. Payment for Services

Client shall pay GetLatka the fee for the Services prescribed in the Order (the “Service Fee”). All payments must be made in U.S. dollars and, when paid, are non-cancelable, non-contingent and non-refundable, except as otherwise provided herein.

If Client chooses to make payment by credit card, Client shall grant permission to GetLatka to charge Client’s credit card for any amounts due under this Agreement, including automatic renewals until GetLatka or Client terminates this Agreement.

GetLatka is not responsible for any additional bank fees, interest charges, finance charges, overdraft charges, or other fees resulting from charges billed by GetLatka. All Service Fees are exclusive of taxes, levies, or duties imposed by taxing authorities, including, for example, value-added, sales, use or withholding taxes, and Client shall be responsible for payment of all such applicable taxes, levies, or duties (excluding taxes based on GetLatka’s income), even if such amounts are not listed in the Agreement, except to the extent Client has provided GetLatka with a valid tax exemption or direct pay certificate that exempts Client from such payment. Client shall reimburse GetLatka for any taxes paid on behalf of Client.

Unless the Agreement expressly states other payment terms, payment is due upon receipt of invoice by Client (for annual plans) or upon Client’s placement of the Order (for monthly plans). Any amounts invoiced that are not received by GetLatka by the due date are considered delinquent, at which time the Services will become subject to suspension. Client is responsible for providing complete and accurate billing and contact information to GetLatka and notifying GetLatka of any changes to such information.

In the event any payment is past due, GetLatka may, at its reasonable discretion, (i) apply a late charge equal to the lesser of 1% per month on the unpaid balance or the highest rate permitted by applicable law; (ii) require Client to provide a service deposit to guarantee payment for the Services equal to the value of the Service Fee for a one-month period; and/or (iii) take any action in connection with any other right or remedy GetLatka has under this Agreement, at law or in equity.

7. Term and Renewal

The term of this Agreement is specified in the Order, except for free plans, whose term will be indefinite. Unless either party notifies the other in writing of its intent not to renew this Agreement at least thirty (30) days prior to the end of the then-current term (i.e., either the initial term or a renewed term), the term shall automatically renew for a successive period equal to the length of the initial term, and GetLatka will be entitled to bill Client’s credit card or other payment method for the amount of the then-current Service Fee (as stated on the Website) for the renewed period and/or to invoice Client for the applicable Service Fee. The absence of notification of non-renewal from Client as described above shall constitute Client’s agreement to renewal.

8. Termination

Client may terminate the Services pursuant to the terms of this Section 8 by giving notice to GetLatka at [email protected].

A. Termination for Cause

Either party may terminate this Agreement for cause by delivering written notice to the other party upon the occurrence of any of the following events: (a) a receiver is appointed for the other party or its property; (b) the other party makes a general assignment for the benefit of its creditors; (c) the other party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief law which proceedings are not dismissed within 60 days; (d) the other party is liquidated or dissolved; (e) the other party ceases to do business or otherwise terminates its business operations; or (f) the other party defaults or fails to perform any material obligation hereunder in any material respect, which default or failure is not cured within thirty (30) days after written notice thereof from the non-defaulting party stating its intention to terminate this Agreement by reason thereof. In the event that Client terminates this Agreement in accordance with this Section 8(A), GetLatka shall issue to Client a prorated refund of all prepaid Service Fees for Services not yet rendered.

B. Termination by GetLatka

GetLatka may, subject to the terms of this Section 7(B), suspend the Services or terminate this Agreement, effective upon notice, should Client’s use of the Services, their content, or any material transmitted or transferred through the Services by Client directly or indirectly, actually or allegedly (a) violate any United States, state, local or other applicable law, regulation, rule or order of any applicable regulatory authority or court of competent jurisdiction, or (b) be used for or involved in any defamatory, threatening or obscene purpose or in violation of any U.S. community standard. Additionally, GetLatka may terminate this Agreement, effective upon notice, should GetLatka determine in its good-faith discretion that Client is engaged in activities competitive with any current or contemplated business plans of GetLatka, or if GetLatka determines in its good-faith discretion that its current or contemplated business plans may be competitive with Client. Further, if at any time GetLatka, in its reasonable judgment, determines that the Services, or any portion thereof, or Client’s use thereof may violate any applicable law or regulation, any contractual rights owed to any third party or any intellectual property rights of a third party, then GetLatka shall have the right to terminate that portion of the Services implicating the legal or contractual violation. In the event that GetLatka terminates this Agreement in accordance with this Section 7(B), other than in the event of circumstances set forth in (a) or (b) above, GetLatka shall issue to Client a prorated refund of all prepaid Service Fees for Services not yet rendered, provided that: (x) Client requests such refund in writing within fifteen (15) days of the termination of the Agreement; and (y) to the extent GetLatka only terminates a portion of the Services, the right to a refund shall only apply if the portion of the Services terminated was material.

C. Termination by Client without Cause

This Agreement may be terminated by Client without cause at any time prior to the expiration of the term of the Agreement (“Early Termination”). In the event of such Early Termination by Client, the total unpaid Service Fees for the remainder of the then-current initial term or renewed term (“Early Termination Fees”) shall immediately become due and payable by the Client.

D. Termination by GetLatka for Non-Payment

In the event Client fails to pay any Service Fees or other charges within thirty (30) days of the due date, and if Client fails to cure such non-payment within fifteen (15) days of receiving written notice from GetLatka of said non-payment, GetLatka may terminate this Agreement and/or suspend the provision of the Services, at GetLatka’s sole discretion. Termination for non-payment will not relieve Client of its responsibilities under this Agreement including, but not limited to, its obligation to pay Service Fees up to the date of termination and any Early Termination Fees due and owing at the date of termination. If GetLatka suspends the provision of the Services without terminating this Agreement, then once payment has been made, access to the Services shall be restored for the remaining term, without any credit being granted for the period of suspension.

E. Effect of Termination

Upon expiration or termination, the Services shall terminate. Client shall thereafter cease all use of the Services and is required to remove and cease all use of any GetLatka Data. Client further agrees to delete from Client’s databases, and to destroy all documents containing, any GetLatka Data.

9. Relationship of Parties

Neither this Agreement nor the parties’ business relationship established hereunder will be construed as a partnership, joint venture or agency relationship or as granting a franchise. Neither party will attempt to, or will have the right to, legally obligate the other party.

10. Warranties

Except for those warranties expressly made hereunder, GetLatka expressly disclaims all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, non-infringement, or results to be obtained by Client in connection with the use of the Services. GetLatka does not represent or warrant that access to the Services will be uninterrupted, timely, secure, or error-free. Provided Client has not otherwise violated these Terms of Service, including Section 3 hereof, GetLatka represents and warrants that Services provided to Client will not infringe the intellectual property rights of either party or of any third parties, or violate any applicable law or regulation.

11. Limitation of Liability

Neither party shall be liable to each other or to any entity claiming through or under the other party, whether as a result of single or multiple claims, for any loss of profit or income or any consequential, incidental, special, punitive, or indirect damages, whether in an action for contract or tort, in connection with this Agreement, even if the applicable party has been advised of the possibility of such damages. Furthermore, excluding claims for willful misconduct or fraud or for any violation of Section 3 hereof, in no event shall either party’s total liability for any cause of action, claims, damages, fees or expenses exceed, in the aggregate, the amount of Service Fees paid by Client in the twelve (12) months prior to the date the cause of action arose.

12. Confidentiality

During the term and for a period of three years after the expiration or termination of this Agreement, neither party will disclose the other’s Confidential Information without the other’s written consent except (a) to obtain advice from legal or financial consultants, or (b) if compelled by law, in which case the disclosing party will use commercially reasonable efforts to give the other party notice of the requirement so the disclosure can be contested. Each party will take reasonable precautions to safeguard the other’s Confidential Information, which will be at least as great as those the party takes to protect its own Confidential Information, but in no event less than reasonable care. Each party will disclose the other’s Confidential Information to its employees, agents, representatives and consultants (each, a “Representative”) only on a need-to-know basis and subject to the imposition of comparable confidentiality obligations upon such persons. When Confidential Information is no longer necessary to perform any obligation under this Agreement, each party will return it to the other or destroy it at the other’s request. “Confidential Information” means information marked or otherwise identified in writing by a party as proprietary or confidential or that, under the circumstances surrounding the disclosure, ought reasonably be known to constitute proprietary or confidential information. Confidential Information of GetLatka includes, but is not limited to, non-public GetLatka Data, non-public information regarding the operation of the Services and the terms of this Service Agreement. Confidential Information does not include information which: (a) the recipient developed independently; (b) the recipient rightfully knew before receiving it from the disclosing party; or (c) is or subsequently becomes publicly available or is received from another source, in both cases other than by a breach of an obligation of confidentiality. The recipient may disclose Confidential Information to the extent required by law or court order, but will, to the extent permitted by law, provide the disclosing party with advance notice of such disclosure, in order to enable the disclosing party to seek a protective order.

13. Applicable Law and Jurisdiction

The laws of the United States and, specifically, those of the state of California, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between Client and GetLatka or its affiliates. Subject to Section 14 below, any dispute or claim arising out of or in connection with this Agreement shall be adjudicated by the state or federal courts in or for Santa Clara County, California. Notwithstanding any other provisions herein, GetLatka may seek injunctive relief in any court of competent jurisdiction.

14. Agreement to Arbitrate

This Section is deemed to be a “written agreement for arbitration” pursuant to the Federal Arbitration Act. Client and GetLatka agree that they intend that this Section satisfies the “writing” requirement of the Federal Arbitration Act.

Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration will take place before a sole arbitrator. If an in-person arbitration hearing is required, then it will be conducted in Santa Clara County, California.

15. Attorney’s Fees and Other Costs

In any action/arbitration brought under this Agreement, the prevailing party will be entitled to recover its costs and reasonable attorneys’ fees and all other litigation costs, including expert witness fees, as well as all reasonable attorneys’ fees and other costs incurred in connection with the enforcement of a judgment or award arising from any such action/arbitration.

16. Notices/Electronic Communication

All notices given in accordance with the provisions of this Agreement shall be in writing and sent by first class mail or email, to the addresses or email addresses indicated in the Order (in the case of GetLatka, the email address will be [email protected]), or such other address or email address as either party may indicate by at least ten (10) days’ prior written notice to the other party.

The Parties agree to receive electronic documents and accept electronic signatures (i.e., information attached or logically associated with such documents and clicked or otherwise adopted with an intent to sign) including in counterparts which shall be valid substitutes for paper-based documents and signatures, and the legal validity of a transaction will not be denied on the ground that it is not in writing.

17. Modifications

This Agreement may be modified only (i) by obtaining our written consent in an agreement signed by an officer of GetLatka; or (ii) as set forth below in the immediately following paragraph.

Client agrees that GetLatka may modify the terms of this Agreement or any policy governing the Services from time to time, and that Client’s right to access the Services is conditioned on an ongoing basis with Client’s compliance with the then-current version of this Agreement. GetLatka will notify Client of any material revisions or modifications to the Agreement by (i) posting a notice on the Website for 30 days following any revisions or modifications to this Agreement, (ii) posting a notice on the Website the first time that Client visits the Website following such revisions or modifications or (iii) providing direct notice of such changes in a communication to Client. By continuing to use the Services following receipt of such notice, Client consents to the revised or modified terms of this Agreement. Client further agrees to visit the Website at least once every 30 days to review any notices of revisions or modifications to this Agreement.

18. Severability

If any term of this Agreement is, for any reason, held to be invalid, unenforceable, or contrary to public policy, law, statute and/or ordinance, then the remainder of this Agreement shall not be affected by such determination and shall remain valid and fully enforceable.

19. All Waivers in Writing

A failure by either party to enforce any term of this Agreement upon its breach does not waive enforcement of the term that was violated, nor does it waive enforcement of any other term of this Agreement. To be effective, any waiver of rights under this Agreement must be in writing and signed by the party waiving such right(s).

20. Counterparts

This Agreement may be executed in one or more separate counterparts, each of which, when executed, shall be deemed an original and which shall together constitute one Agreement, which may be sufficiently evidenced by any one counterpart, and each of which shall be fully effective against all persons executing or claiming under this Agreement. Facsimile signatures shall have the same force and effect as original signatures.

21. Captions

The captions of this Agreement are solely for convenience of the parties, do not comprise any part of this Agreement, and shall not be used to interpret or determine the validity of any provision in it.

22. Complete Agreement

This Agreement is the final, complete, and exclusive Agreement concerning its subject matter, superseding any prior or contemporaneous written or oral agreements. There are no other representations, warranties, agreements or undertakings, written or oral, between or among the Parties to this Agreement, that are not fully expressed in this writing.

23. Assignment Change of Control

Client agrees to provide written notice to GetLatka of any event effecting a Change of Control (as defined below) of Client within 15 days of such Change of Control. Either party shall have the right to assign its rights and obligations, without the consent of the other party, but subject to the provision of written notice, in connection with the transfer or sale of all or substantially all of its business related to this Agreement, or in the event of its merger, its consolidation, a change in its majority ownership or voting control, or a similar transaction resulting in a substantial change in its ownership or control structure (collectively, a “Change of Control”). Any permitted assignee shall assume all assigned obligations of its assignor under this Agreement. GetLatka shall have the right to terminate this Agreement upon a Change of Control with respect to Client upon 15 days’ written notice.

24. Effective Date of these Terms of Service

These Terms of Service are effective as of August 25, 2024.