Terms of Use

最終更新日:

1. General Provisions

These Terms of Use (these “Terms”) is entered into by and between Wergames OÜ, registered address Harju maakond, Tallinn, Kesklinna linnaosa, Tuukri tn 19-315, 10120, Estonia (“the Froxy”) and you, and is made effective as of the date of your use of this website (“Site”) or the date of electronic acceptance. These Terms set forth the general terms and conditions of your use of the Site and the products and services purchased or accessed through this Site (individually and collectively, the “Services”), and is in addition to (not in lieu of) any specific terms and conditions that apply to the particular Services. Whether you are simply browsing or using this Site or purchase Services, your use of this Site and your electronic acceptance of these Terms signifies that you have read, understand, acknowledge and agree to be bound by these Terms, along with the following policies, including Privacy Policy and the applicable product Terms, which are incorporated herein by reference:

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 these 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.

Please read these Terms of Use carefully as far as it will regulate relations between You and Us in the course of Your use of this Web-Site, the System and the Services. By using this Site and The System You agree to be bound by the terms and conditions stated herein. You claim and warrant that You have full legal authority to enter these Terms of Use and to be legally bound by it and that You achieved the age of legal majority under the laws or regulations in Your jurisdiction.

2. Definitions

Hereinafter in the text, following definitions shall be set and apply:

Account: means Customer account in the Froxy System.
Customer: means any legal entity or natural person entering into a relationship for purposes like ordering, trial, beta test, and others with respect to the provision of services by the Froxy.
Dispute: 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.
Fraud: 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.
Dispute: is negotiation between parties (Customer and the Froxy) about some troubles, issues and problems which occurred during using the Service.
Invoice: 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.
Plan: 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.
Service: means the services to be provided by the Froxy to Customer.
Subscription: means a billing model which appears to charge money from customers according to the billing plan in exchange for providing some services.
Ticket: 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.
Service period: means a calendar billing cycle on which you’re provided the Service(s) to use.

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 these Terms. By registering for or using the Services, you represent and warrant that you are eighteen (18) years of age or older.

You will need to pass the registration procedure and create Your Account to obtain the access to the Services and the System. The registration procedure covers the transfer of User’s data to Us by filing the information in a special registration form and is subject to Privacy Policy.

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 these 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;
get an access or interact in any other way with any government or financial structures of any country and legislation;
or cause any damage or service disruption to any third party computers or service.

In case of detecting the case of any suspicious activity, besides listed before, the Froxy in its sole discretion and at any time may suspend User's access to the Services and block access without any refunds

User agrees and guarantees to use the Services with full accordance of these Terms and all related Policies.

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 and in Personal Account Settings or subject to Froxy periodical KYC requests.

The Froxy requires providing true and accurate information about the Customer Personal Info. It's User's obligation to fill all the necessary information in Customer's Personal Account. If User fails to provide the Froxy with accurate Personal Info or intentionally or without such an intention provides the Froxy with invalid or incorrect information, the Froxy may suspend User's access to the Service or block it permanently without any refunds.

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”) at any time. Froxy may provide you a written notice which 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 Web-Site or 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.

All our paid Services are provided on a Subscription basis. You choose the period of Services, if applicable, and the payment method yourself when you purchase the Services.

After the end of your Service period, your Subscription will automatically renew for the successive defined Service periods at the renewal dates, unless you decide to cancel the Subscription renewal before the day of the charge. If you do not cancel the Subscription in such due course, your chosen payment method or the Balance will be charged the then-current renewal price for the upcoming defined Service period.

You agree to pay us for any paid Services you purchase from us, as well as all other charges incurred under your Account, including applicable taxes and fees associated with your purchase of the Services. We may suspend or cancel the Services if we do not receive a full payment from you on time. Suspension or cancellation of the Services for non-payment could result in a loss of access to and use of your Account and its content.

When you purchase the Services on a Subscription basis (e.g., monthly, annually, or otherwise), you agree that Services will auto-renew until you cancel it, you are authorizing recurring payments, and payments will be made to the Froxy by the method and at the recurring intervals you have agreed to.

To purchase Services directly through us on our Web-Site, you must provide us with a current and valid method of payment, such as a credit or debit card or any other payment method available on the Web-Site.

By providing the Froxy with a payment method, you represent that you are authorized to use the payment method you provided and that any payment information you provide is true and accurate; authorize the Froxy to charge the payment method you provided; and authorize the Froxy to charge you for any paid Services you chose when making a purchase. You can view your billing history and invoices for our Services at any time in your Dashboard (in corresponding section). If you have any questions related to payments, please contact us.

The Froxy also reserves the right to obtain and continue using updated credit card account information electronically, when applicable, from the card brands, retry failed payments to complete transactions, including but not limited to, retrying failed cards with extended expiration dates and, change or amend authorized payment companies to assist with payment processing.

We offer a Trial for our paid Services. The duration of the Trial, its use and other details will be specified during a sign-up and/or in the promotional materials. If you provide your payment details when signing up for the Subscription with a Trial, we will automatically charge you for the Subscription of our paid Services, and it will auto-renew until canceled. If you do not want to continue with a paid Subscription after the Trial, you must cancel it before the end of the Trial.

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 these 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. Affiliate program

The purpose of the Affiliate Program (the “Program”) is to allow you to refer people or businesses to the Froxy using special trackable web links in a way that allows us to confirm which individuals or businesses you refer to us so that we can, under the terms of the Affiliate Program, pay you the appropriate commission on Fees (the "Reward" or "Earned Credits").

By participating in the Affiliate Program you agree that you will not engage in any illegal activities or infringe any provisions of these Terms or provisions of other related Terms and Policies related to the use of Service or abuse the Affiliate Program against its purposes.

Participating in the Affiliate Program doesn’t mean creating a partnership, joint venture, agency, or franchise between the parties in the legal sense of these terms. The Affiliate shall not sign any document in the name of, or on behalf of the Froxy nor shall it hold itself out as being an agent of the Froxy or as having apparent authority to contract for or bind the Froxy. You agree not to use any predatory advertising methods designed to generate traffic from websites that they have not contracted with in the online promotion of the Froxy Services or Affiliate Program. Predatory advertising is defined as any method that creates or overlays links or banners on websites, spawns browser windows, or any method invented to generate traffic from a website without that website owner's knowledge, permission, and participation. Participation in predatory advertising Programs will be cause for the Affiliate's immediate termination.

Without restricting the generality of the foregoing, the Affiliate shall not send unsolicited email and shall not send email or any other communication to a recipient if the recipient has requested that you discontinue such communication.

The Froxy disclaims all liability for the methods of distribution of the referral link by any of the above methods, as well as others recognized by the Froxy as unacceptable matters.

The Froxy reserves the right to terminate your participation in the Affiliate Program immediately and without notice to you when we reasonably believe that you violate or violated our Terms of Use, Privacy Policy and any other related policies, terms and conditions of our Service; or your actions are intended to cause any type of harm and damage to the Froxy or any third party. The Froxy reserves the right to annulate your Affiliate Program Earned Credits in such cases.

To participate in the Affiliate Program, the participant must go through the registration process in the Froxy service. In the personal account, in the Referral System section, the user will have access to a link that the user can send as a referral invitation. After registering and purchasing any Froxy subscription, the referred person becomes a referral and a fixed percentage will be accrued to the participant of the referral program from each purchase or renewal of the subscription.

In accordance with these terms, the Froxy guarantees a reward to the participant of the referral program for each renewal of the subscription or any purchase within the Services made by the person who subscribed to the Froxy Services. The reward does not apply to the purchase of a trial, transitions to another tariff. Payment of reward is carried out at the time of purchase or renewal of the subscription by the invited person. In some cases, there may be a technical delay. If the reward did not affect your balance within 1 day, please contact the Froxy technical support team.

The amount of reward under these terms depends on the total amount of the referral funds received: the starting percentage is 10% of the amount of the purchase or renewal of the subscription by the invited person, and it may be increased. The Froxy reserves the right to change the percentage of reward at any time unilaterally. In the event of a change in the percentage of referral reward, the Froxy undertakes to notify the participants of the Affiliate Program by the email specified during registration in the Froxy service.

All funds earned from the Affiliate Program will appear on your Referral Balance. Please notice that Referral Balance (Earned Credits) and Customer Balance are different features, and funds on them are separate and irrespective!

Total amount of the referral reward depends on the referral’s invoice amount and is set in percentages. Referral reward is applicable only for paid invoices and active subscriptions (both conditions).

You can manage your Referral Balance funds (Earned Credits) in several ways, like paying for your own Froxy services, or simply to withdraw funds from your Referral Balance (Earned Credits). Notice: when the next billing date of your own Froxy service comes, firstly funds will be debited from Referral Balance (Earned Credits), then from your Customer Balance, and then from your chosen payment method (for example card).

To withdraw funds from your Referral Balance (Earned Credits) you need to contact our Support Team (via email, or live-chat on the web-site) with according request.

The term of the Affiliate Program will begin upon your first invited person’s purchase and will end when terminated by either party. Either the Froxy or the Affiliate may terminate participation in the Affiliate Program at any time, with or without cause, by giving the other party written notice of termination. After termination of participation in the Affiliate Program because of any reason, Referral Link will no longer be available for you.

The Froxy may pay you reward entirely at our own discretion for some time after termination as we choose depending on the conditions of termination.

The Froxy reserves the right, at its full discretion, to ban any individual it suspects of undermining or manipulating the registration process, the operation of the Affiliate Program by attempting to circumvent the Affiliate commission schedule or artificially increasing your rewards or by other fraudulent methods or results, or to be acting in violation of the Affiliate Program. The Froxy reserves the sole right to assess the admissibility and legitimacy of the use of the Affiliate Program by users. The Froxy may, at its sole discretion, cancel the Affiliate Program. In the event of your non-compliance with any requirement stated herein, The Froxy may withhold, reduce or write off any payments due to you until resolution of all disputes.

9. Modification of services

The Froxy reserves the right to modify, change, or discontinue any aspect of the Services at any time.

10. Termination

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 these 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 these 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.

11. Limited warranty and limitation of liability

THE SERVICES PROVIDED UNDER THESE 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.

12. Disputes

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 with its legislation as it is written below.

13. 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 these 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.

14. Miscellaneous

14.1 Independent Contractor

The Froxy and Subscriber are independent contractors and nothing contained in these 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.

14.2 Entire Terms

These Terms, including documents incorporated herein by reference, supersede all prior discussions, negotiations and Terms between the parties with respect to the subject matter hereof, and these Terms constitute the sole and entire Terms between the parties with respect to the matters covered hereby.

14.3 Severability

If any provision or portion of any provision of these 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.

14.4 Successors and Subcontractors

You may not assign or transfer these 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.

14.5 Force Majeure

Neither party is liable for any default or delay in the performance of any of its obligations under these 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.

14.6 Third-Party Beneficiaries

Except as otherwise expressly provided in these Terms, nothing in these 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 these Terms as they relate specifically to its products or services and shall have the right to enforce directly the terms and conditions of these Terms with respect to its products or services against you as if it were a party to these Terms.