1. General Provisions
The terms “we”, “us” or “our” shall refer to the Froxy. The terms “you”, “your”, “User” or “customer” shall refer to any individual or entity who accepts these Terms, has access to your account or uses the Services. Nothing in these Terms shall be deemed to confer any third-party rights or benefits. The Froxy may, in its sole and absolute discretion, change or modify these Terms, and any policies or terms, which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to this Site. Your use of this Site or the Services after such changes or modifications have been made shall constitute your acceptance of this Terms as last revised. If you do not agree to be bound by these Terms as last revised, do not use (or continue to use) this Site or the Services. In addition, the Froxy may occasionally notify you of changes or modifications to these Terms by email. It is therefore very important that you keep your shopper account (“Account”) information current. The Froxy assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate email address.
Hereinafter in the text, following definitions shall be set and apply:
- means Customer account in the Froxy System.
- means any legal entity or natural person entering into a relationship on purposes like ordering, trial, beta test, and others with respect to the provision of services by the Froxy.
- is negotiation between parties (Customer and the Proxy) about some troubles, issues and problems which occurred during using the Service.
- Force Majeure
- means forces beyond party's reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, epidemic and pandemic issues or other environmental accidents, acts of war or terrorism, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for such party to perform its obligations hereunder.
- means a false representation of a matter of fact whether by words or by conduct, by false or misleading allegations, or by concealment of what should have been disclosed that deceives and is intended to deceive another so that the individual will act upon it to her or his legal injury.
- is negotiation between parties (Customer and the Proxy) about some troubles, issues and problems which occurred during using the Service.
- means a document presented to the customer before or after supplying the goods or services, that can be annulled with a credit note if issued incorrectly.
- IP address
- (internet protocol address) is a numerical representation that uniquely identifies a specific interface on the network.
- IP whitelist
- means list of IP addresses which allow permitting web requests originating from specific IP addresses.
- Payment gateway
- means an electronic payment system or platform which enables the transmission and/or processing of Payment Instructions for the purpose of effecting real-time electronic and/or on-line payments as may from time to time be specified by the Bank.
- means specification of a single Service including its price and conditions.
- Proxy server
- refers to a server that acts as an intermediary between the request made by clients, and a particular server for some services or requests for some resources.
- means the services to be provided by the Froxy to Customer.
- means a billing model which appears to charge money from customers according to the billing plan in exchange for providing some services.
- means a customer’s appeal to the administration of the Froxy in a certain way via website tools or any other source of digital appeal.
3. Eligibility and Registration
The Services are intended solely for users who are eighteen (18) years of age or older. Any registration by, use of or access to the Services by anyone under eighteen (18) is unauthorized and in violation of this Terms. By registering for or using the Services, you represent and warrant that you are eighteen (18) years of age or older.
If you use the Services on behalf of another party, company or other organization, you represent and warrant that you are authorized to bind such party, company or organization to these Terms and to act on behalf of such party, company or organization with respect to any actions you take in connection with the Services.
You agree to provide accurate, current and complete information about you and your organization (if applicable) as prompted by the registration forms, maintain the confidentiality of your password and other information related to the security of your account; maintain and promptly update the Registration Data and any other information you provide to the Froxy, to keep such information accurate, current and complete, and be fully responsible for all use of your account and for any actions that take place through your account.
You are solely responsible for all activity in connection with access to the Site and/or the Services through Your Account or using Your password, and for the security of Your computer systems, and in no event shall We be liable for any loss or damages relating to such activity.
4. Acceptable Use
You will not use the Services in any manner, as determined by the Froxy in its sole discretion, that:
- engages in or promotes illegal activity;
- engages in or promotes behavior that is defamatory, harassing, abusive or otherwise objectionable;
- infringes the intellectual property rights or other proprietary rights of any third party;
- violates the privacy rights or publicity rights of any third party;
- interferes with the operation of the Services;
- violates the terms and conditions of this Terms or any of the policies or Terms incorporated by reference herein.
You warrant not use Services to:
- distribute cracking, warez, ROM, virus, adware, worms, trojan horses, malware, spyware or any other similar malicious activities and products or any other computer code, files or programs designed to interrupt, hijack, destroy, limit or adversely affect the functionality of any computer software, hardware, network or telecommunications equipment;
- cause any network resource to be unavailable to its intended users, including, without limitation, via “Denial-of-Service (DoS)” or “Distributed Denial-of-Service (DDoS)” attack;
- distribute any unlawful content or encourage any unlawful activity;
- or cause any damage or service disruption to any third party computers or service.
5. Rights to inspect users’ account
The Froxy has the right, but not the obligation, to monitor Client’s use of the System for billing purposes and to verify for misuse or network abuse. The Froxy may share the User’s relevant information with any authority in case of a complaint or a lawsuit, if the Froxy determines that it is necessary to comply with law, regulation, subpoena or court order.
The Froxy in its sole discretion and at any time, may suspend User’s right to access or use the System immediately upon notice to User, if the Froxy determines that:
- User’s use of or registration for the Service
- poses a security risk to the System or any third party,
- may adversely impact the System or any other Froxy’s customer, including by way of causing a user to be blocked from certain websites, networks or services,
- may subject the Froxy, our affiliates, or any third party to liability, or is in breach under any applicable laws or regulations,
- may be fraudulent,
- may disparage or devalue Froxy’s reputation or goodwill;
- User is in breach of this Agreement, including if User is delinquent on payment obligations.
- User fails to comply with providing true and accurate information requested by Froxy during the registration process or subject to Froxy periodical KYC requests.
6. Pricing and Payments
We may change our prices from time to time. The Froxy may increase the fees for the Services as permitted in the applicable Service description published on the Froxy website or in a promotional offer (collectively, the “Service Description”), and at any time on or after the expiration of the Initial Term by providing at least thirty (30) days prior written notice to you. Written notice may be in the form of notices and updates provided through the Subscriber billing tool provided as part of the Services, notices and updates otherwise provided through the Services, or pricing notifications for renewal terms sent via email. It is your sole responsibility to periodically review all billing-related information provided by the Froxy through the Subscriber billing tool or other methods of communications and notices sent or posted by the Froxy.
You shall pay for the Services on a periodic basis and subject to terms and periods defined by the Subscription plan you have chosen. Unless otherwise stated, all fees due for the Services are payable on the first day of use of Services subject to the terms defined by Subscription plan. You will be billed automatically to the Payment Method opted by You, according to the calculation of the cost of Subscription and the amount of Traffic not included within the Subscription but used by You during the month to be billed for, as applicable. Unless otherwise stated, Services will auto-renew for the next month and billed upfront for the next month on the date of Your first Subscription each month until you elect to cancel your access to the Services. All purchases of the Services are final and non-refundable, except at Our sole discretion and in accordance with the rules governing the Services.
7. Third party applications
Your purchase and use of Third Party Services are generally subject to the applicable third party's terms and conditions. The Froxy is not responsible for any changes in the Services that cause any Third Party Services to become obsolete, require modification or alteration, or otherwise affect the performance of such Third Party Services. Any malfunction or manufacturer's defects of Third Party Services either sold, licensed or provided by The Froxy to you or purchased directly by you and used in connection with the Services will not be deemed a breach of the Froxy's obligations under this Terms. Any rights or remedies you may have regarding the ownership, licensing, performance or compliance of any Third Party Services are limited to those rights extended to you by the manufacturer of such Third Party Services. You are entitled to use Third Party Services supplied by the Froxy only in connection with your permitted use of the Services unless otherwise expressly provided.
8. Modification of services
The Froxy reserves the right to modify, change, or discontinue any aspect of the Services at any time.
You may terminate the Services you purchased at any time during the Term by using Subscription Cancellation Procedure in Customer Dashboard. In the event of such cancellation, you shall be obligated to pay all fees and charges accrued prior to the effectiveness of such cancellation subject.
The Froxy may terminate your access to the Services, in whole or in part, including deletion or confiscation of all files and content, without notice in the event that: you fail to pay any fees due hereunder to the Froxy, you violate the terms and conditions of this Terms, your conduct may harm the Froxy or others, cause the Froxy or others to incur liability, or disrupt the Froxy's business operations (as determined by the Froxy in its sole discretion), you are abusive toward the Froxy's staff in any manner, or for any other lawful reason, including to comply with applicable law, or as otherwise specified in this Terms. In such an event, the Froxy will not refund to you any fees paid in advance of such termination, and you shall be obligated to pay all fees and charges accrued prior to the effectiveness of such termination.
Upon termination of the Services for any reason, Customer Content, and other data will be deleted.
We are not responsible for any deleted or lost Customer Content that results from any suspension or termination of the Services.
10. Limited warranty and limitation of liability
THE SERVICES PROVIDED UNDER THIS TERMS ARE PROVIDED ON AN “AS IS'' AND “AS AVAILABLE BASIS.” THE FROXY AND ITS AFFILIATES, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS (COLLECTIVELY, “THE FROXY PARTIES”) DISCLAIM ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, FOR THE SERVICES PROVIDED HEREUNDER. THE FROXY PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR COMPLETELY SECURE; AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES; OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION PROVIDED THROUGH THE SERVICES. THE FROXY PARTIES ARE NOT LIABLE, AND EXPRESSLY DISCLAIM ANY LIABILITY, FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO OR FROM SUBSCRIBERS OR STORED BY SUBSCRIBERS ON OR THROUGH THE SERVICES.
THE FROXY SHALL NOT BE LIABLE FOR NONPERFORMANCE OR DELAY IN PERFORMANCE CAUSED BY ANY REASON, WHETHER WITHIN OR OUTSIDE OF ITS CONTROL. IN NO EVENT WILL THE FROXY PARTIES BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SERVICES, OR ANY SUBSCRIBER CONTENT, SUBSCRIBER WEBSITE OR OTHER MATERIALS ACCESSED OR DOWNLOADED THROUGH THE SERVICES, EVEN IF THE FROXY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
All disputes between both sides according to these Terms, Services and other cases should be solved by negotiations between parties in accordance with full respect and intention to solve any problem between them.
If the Parties fail to reach consent, the disputes shall be resolved by the relevant authority at the location of the defendant in accordance to its legislation as it written below.
12. Governing law and arbitration
Any controversy or claim arising out of or relating to these Terms, the formation of these Terms or the breach of this Terms, including any claim based upon or arising from an alleged tort, shall be governed by the substantive laws of the country of defendant. Any suit, action or proceeding concerning these Terms must be brought in court according to the location of the plaintiff. You irrevocably consent to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum.
If you initiate litigation or any other proceeding against the Froxy in violation of this section, you agree to pay the Froxy’s reasonable attorneys’ fees incurred in connection with its enforcement of this section.
The parties shall maintain the confidential nature of the arbitration proceeding and any award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.
ARBITRATION MUST BE ON AN INDIVIDUAL BASIS. THIS MEANS NEITHER YOU NOR THE FROXY MAY JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER SUBSCRIBERS, OR LITIGATE IN COURT OR ARBITRATE ANY CLAIMS AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.
Further, you agree that the arbitrator may not consolidate proceedings or more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding, and that if this specific proviso is found to be unenforceable, then the entirety of this arbitration clause shall be null and void. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.
13.1 Independent Contractor
The Froxy and Subscriber are independent contractors and nothing contained in this Terms places the Froxy and Subscriber in the relationship of principal and agent, partners or joint venturers. Neither party has, expressly or by implication, or may represent itself as having, any authority to make contracts or enter into any Terms in the name of the other party, or to obligate or bind the other party in any manner whatsoever.
13.2 Entire Terms
This Terms, including documents incorporated herein by reference, supersedes all prior discussions, negotiations and Terms between the parties with respect to the subject matter hereof, and this Terms constitutes the sole and entire Terms between the parties with respect to the matters covered hereby.
If any provision or portion of any provision of this Terms shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions (unless otherwise specified) thereof shall constitute their Terms with respect to the subject matter hereof, and all such remaining provisions or portions (unless otherwise specified) thereof shall remain in full force and effect.
13.4 Successors and Subcontractors
You may not assign or transfer this Terms or any of its rights or obligations hereunder, without the prior written consent of the Froxy. Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. The Froxy may assign its rights and obligations under these Terms, and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without your consent. These Terms shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
13.5 Force Majeure
Neither party is liable for any default or delay in the performance of any of its obligations under this Terms (other than failure to make payments when due) if such default or delay is caused, directly or indirectly, by forces beyond such party's reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, epidemic and pandemic issues or other environmental accidents, acts of war or terrorism, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for such party to perform its obligations hereunder.
13.6 Third-Party Beneficiaries
Except as otherwise expressly provided in this Terms, nothing in this Terms is intended, nor shall anything herein be construed to confer any rights in any person other than the parties hereto and their respective successors and permitted assigns. Notwithstanding the foregoing, you acknowledge and agree that any supplier of a third-party product or service that is identified as a third-party beneficiary in the Service description, is an intended third-party beneficiary of the provisions set forth in this Terms as they relate specifically to its products or services and shall have the right to enforce directly the terms and conditions of this Terms with respect to its products or services against you as if it were a party to this Terms.