The Stalirov&Co team developed a License Agreement for a data scraping service
About company and product
Intsurfing, an IT company, developed a data scraping service called "Nannostomus." The product enables users to quickly and easily gather information from the web and store it in one central location. By providing access to accurate, relevant, and well-organized data, Intsurfing helps users make faster, more informed decisions.
🔸 Draft the legal documents required for granting access to the Nannostomus service to clients in the EU and the US.
🔸 Protect the intellectual property rights of their software.
🔸 Develop a license agreement under which Intsurfing will grant access to Nannostomus for clients and receive royalties.
Realization
The Stalirov&Co team defined the subject of the license agreement
Intsurfing provides software for web scraping and data extraction. The software automates the collection and structuring of data from various online sources. Additionally, Intsurfing offers a team to assist clients with integration and data management.
In turn, clients are obligated to pay royalties to Intsurfing.
Intsurfing’s team and "Nannostomus" software provide:
🔸Automated data collection
🔸Data structuring and storage
🔸Access to relevant data
🔸Data processing
🔸Web scraping
🔸Integration with other systems
🔸Technical assistance
We described the functionality of Nannostomus
Our lawyers described the deployment, update, and integration process for Nannostomus
Intsurfing provides the software through the Amazon Web Services (AWS) cloud platform. The software is deployed in the client's AWS account, ensuring full control over data and processes.
Updates are provided automatically and deployed in the client’s account.
The software integrates with the client’s existing AWS cloud services, including AWS Elastic File System (EFS) and AWS Simple Storage Service (S3) for data storage. The client is responsible for any costs associated with using AWS resources.
We restricted the right to modify Nannostomus
The client is not permitted to alter, modify, decompile, or reverse engineer the software. However, they may add modules for bots that collect data from websites without needing separate permission, as long as these actions do not change the core code or functionality of Nannostomus.
The penalty for violating these terms is $50,000.
The lawyers defined the royalty payment terms
Royalties are paid by the client on a monthly basis. Intsurfing begins providing the software and services, including technical support and software updates, only after receiving the first royalty payment.
If the client fails to make timely payments, Intsurfing has the right to suspend services until full payment is made or, if it is not possible to suspend software access, charge a late fee for each day of overdue payment.
Our team protected Intsurfing’s intellectual property rights
All intellectual property rights to the software and services are exclusively owned by Intsurfing. These rights include the design, structure, and content of the website, the database, data analysis/collection methods and models, text, graphics, source code, code prototypes, marketing plans for software implementation, illustrations, and other assets, as well as any intellectual property created by the team, including software integration.
The client is not permitted to modify, enhance, alter, or transfer the software to third parties, including sublicensing.
The party receiving confidential information must protect it at a level no less than that of its own information. Disclosure of confidential information includes revealing financial, material, property, and intellectual data, regardless of the method of transfer. In the event of a breach of confidentiality, the responsible party is required to pay a fine equal to two years of royalties and compensate the affected party for all damages and lost profits.
We prohibited the disclosure of confidential information
We prohibited poaching of Intsurfing team members
The client agrees not to recruit Intsurfing employees for their own projects or third-party projects. This includes not only job offers but also any actions aimed at poaching, such as offering contracts, consulting services, or other forms of collaboration.
In the event of a violation of these terms, the responsible party must pay a fine equal to the royalties for one year and the amount of the relevant employee's annual salary.
All disputes and claims are to be resolved through negotiations between the parties.
If the dispute is not resolved through negotiation, the parties agree to refer the matter to professional mediators.
In the event that mediation does not lead to a resolution, the dispute will be resolved by the International Commercial Arbitration Court at the Ukrainian Chamber of Commerce and Industry (ICAC).
The lawyers described the dispute resolution process
We defined the rules for terminating the license agreement
The agreement may be terminated by one party with a written notice 120 calendar days prior to the termination date, or by mutual agreement of the parties through the signing of an additional agreement.
