Agreement Version: 1.0
Effective Date: 6/14/2026
Last Updated: 6/14/2026
1. PARTIES
This Agreement is entered into between EasiMachines, Inc.("EasiMachines," "Company," "we," or "us"), a Delaware corporation, and the entity or individual identified below ("Client," "you," or "your") who owns, operates, or has legal authority over the website(s) from which data will be collected.
2. AUTHORIZATION AND CONSENT
2.1 Explicit Authorization: You hereby grant EasiMachines explicit, written authorization to:
- Access your website(s) using automated tools, scripts, and crawlers
- Extract, copy, and process equipment listings, specifications, images, and related content
- Download and temporarily store website content for processing purposes
- Analyze website structure and metadata to optimize data extraction
- Access password-protected or restricted areas you specifically authorize
2.2 Scope of Data Collection: The authorized data collection includes:
- Equipment listings and inventory information
- Product descriptions, specifications, and technical details
- Images, photos, and multimedia content related to equipment
- Pricing information and availability status
- Contact information and dealer details
- Any other publicly available information on the specified website(s)
3. INTELLECTUAL PROPERTY REPRESENTATIONS AND WARRANTIES
3.1 Ownership Representation: You represent and warrant that:
- You own or have legal rights to all content, images, and data on the specified website(s)
- You have the authority to grant the permissions outlined in this Agreement
- The website content does not infringe upon third-party intellectual property rights
- All equipment images and descriptions are either owned by you or used with proper authorization
3.2 Third-Party Content: If your website contains third-party content:
- You warrant that you have obtained necessary permissions to allow data extraction
- You will identify any restricted content that should not be processed
- You indemnify EasiMachines against claims related to unauthorized use of third-party content
4. DATA USAGE AND PROCESSING
4.1 Permitted Uses: EasiMachines may use the collected data to:
- Create equipment listings on the EasiMachines marketplace platform
- Enhance and optimize listing content for better searchability and presentation
- Maintain data accuracy and synchronization with your website
- Provide analytics and performance reporting to you
- Facilitate connections between buyers and sellers
4.2 Data Processing Standards: EasiMachines commits to:
- Process data in accordance with applicable privacy laws and regulations
- Implement appropriate security measures to protect collected data
- Respect robots.txt directives and website terms of service
- Limit access frequency to avoid disrupting website performance
- Maintain data accuracy and provide update mechanisms
5. COMPLIANCE AND LEGAL PROTECTION
5.1 Compliance with Laws: Both parties agree to comply with:
- The Computer Fraud and Abuse Act (CFAA) and similar regulations
- Digital Millennium Copyright Act (DMCA) requirements
- General Data Protection Regulation (GDPR) where applicable
- California Consumer Privacy Act (CCPA) and similar state laws
- All applicable international data protection regulations
5.2 Website Terms of Service:
- You warrant that the data collection authorized herein does not violate your website's terms of service
- If your website prohibits automated access, you agree to modify such terms or provide specific exemption for EasiMachines
- You will notify EasiMachines of any changes to website terms that may affect this Agreement
6. TECHNICAL SPECIFICATIONS AND LIMITATIONS
6.1 Access Parameters:
- Crawling frequency will be limited to reasonable intervals (typically daily or weekly)
- Request rate will be limited to avoid server overload (maximum 1 request per second)
- Data collection will occur during off-peak hours when possible
- User-Agent strings will identify EasiMachines as the accessing entity
6.2 Website Specifications:
Website(s) covered by this Agreement:
[To be completed during agreement execution with specific website URLs, access credentials if required, and any special instructions or restrictions]
7. INDEMNIFICATION
7.1 Client Indemnification: You agree to indemnify, defend, and hold harmless EasiMachines from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or relating to:
- Any breach of your representations and warranties in this Agreement
- Any infringement claims related to content on your website
- Any violation of third-party rights resulting from the authorized data collection
- Any inaccuracy in the data provided or extracted from your website
7.2 EasiMachines Indemnification: EasiMachines agrees to indemnify you against claims directly resulting from our negligent or unauthorized use of collected data, provided such use exceeds the scope explicitly authorized in this Agreement.
8. TERM AND TERMINATION
8.1 Term: This Agreement becomes effective upon signature and continues until terminated by either party.
8.2 Termination: Either party may terminate this Agreement with 30 days' written notice. Upon termination:
- EasiMachines will cease all automated data collection from your website(s)
- Existing listings created from your data may remain on the platform unless you request removal
- You may request deletion of stored data copies within a reasonable timeframe
- Both parties' obligations regarding confidentiality and indemnification survive termination
9. MISCELLANEOUS
9.1 Governing Law: This Agreement is governed by the laws of the State of Delaware, without regard to conflict of law principles.
9.2 Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding website data collection and supersedes all prior agreements.
9.3 Modifications: This Agreement may only be modified in writing, signed by both parties.
9.4 Severability: If any provision is found unenforceable, the remainder of the Agreement remains in full effect.