These General conditions (hereinafter – “GC”) together with any current or future statement of work (hereinafter – “SoW”) for our Dataset services (hereinafter – “Datasets”, "Dataset" or "Services") constitute oxylabs, UAB Dataset services agreement (hereinafter – the “Agreement”).
This Agreement is by and between oxylabs, UAB, a Lithuanian corporation, registered at Švitrigailos str. 32, Vilnius, Lithuania (hereinafter – “Oxylabs”, “our”, “we” or “us”) and the organization / natural person agreeing to GC by signing SoW for the Datasets, making a payment for the Datasets or starting to use the Datasets in any way and whose requisites / personal details are indicated in the SoW, invoices or otherwise provided to us before starting to use the Datasets (hereinafter – “Customer”, “you” or “your”).
Subject to the terms of the Agreement, Oxylabs grants the Customer a non-exclusive, non-transferable, worldwide, limited license to use for internal business purposes the Datasets described in the applicable SoW. You agree to this Agreement by signing SoW, paying for the Datasets or starting to use the Datasets in any way. If you are agreeing to this Agreement on behalf of an organization, you must have the authority to bind that organization to the Agreement.
Without our written consent you may not access the Datasets for the purposes of monitoring their availability, performance, functionality or for any other competitive purposes.
Oxylabs may amend these GC from time to time. If Oxylabs materially changes this Agreement, it shall post an amended version on the website and send a relevant notice to the Customer. Such amendment will become effective 14 days after such notice. The Customer’s continued use of the Datasets after such 14-day notice period will confirm the Customer’s consent to such amendment.
For clarification reasons it is indicated herein that GC are valid and applicable to all current and future SoWs for the Datasets concluded between Oxylabs and the Customer, as well as to the Customer’s use of the Datasets in general and are provided for the Customer to review before signing SoW (either via hyperlink or physically as required by the Customer) or before starting to use the Datasets.
The Agreement becomes effective between Oxylabs and you as of the date indicated in the SoW, the date you pay for the Datasets or the date you start to use the Datasets in any way.
1. Documents and subject matter of the Agreement
1.1. The Agreement for the Datasets shall consist of these documents:
1.1.1. GC of this Agreement. Part of the Agreement that exclusively applies to all SoWs and addendums for the Datasets entered into between Oxylabs and the Customer, as well as to the Customer’s use of the Datasets in general. GC establishes general rights and obligations of the parties when using the Datasets, general payment terms, liability and other general clauses. GC are not separately signed but are considered accepted by the Customer signing the SoW for Datasets, making a payment for the Datasets or starting to use the Datasets in any way.
1.1.2. SoW - part of the Agreement which establishes provisions that govern and are applied to the relationship between the Customer and Oxylabs regarding the provision of Datasets. These provisions inter alia include information about the parties to the Agreement, the to be provided Datasets, price, pricing conditions, etc. By signing the SoW, the Customer also agrees to be bound by the terms of GC as it were an original party hereto;
1.2. If any contradictions would occur between GC and any SoWs or other documents making up the Agreement, the conditions established in the SoW would take precedence.
2. Provision of Datasets
2.1. The provided Datasets shall be deemed accepted within seven (7) days of delivery of the Datasets to the Customer. The Customer may reject the delivered Datasets only if it materially deviates from its specifications or requirements established in the applicable SoW and only via written notice setting forth the nature of such deviation. In the event of such rejection, Oxylabs shall correct the deviation and redeliver the deviating Datasets within seven (7) days.
2.2. Oxylabs may employ subcontractors in the provision of the Datasets. Oxylabs shall remain responsible and liable for subcontractor’s that Oxylabs is affiliated with or has direct control over, acts, and omissions related to this Agreement.
2.3. The Datasets will be delivered to the Customer as described in the Specification of Services section of the applicable SoW.
3. Payment terms
3.1. The Customer shall pay to Oxylabs the fees for the Datasets, in the currency and pursuant to prices, pricing rules and other payment terms set forth in each SoW.
3.1.1. All payments to be made under this Agreement shall be free and clear of any and all taxes, levies, duties, imports, fees or other charges. The Customer shall pay the full amount due to Oxylabs, regardless of any withholding taxes to be paid by the Customer to the tax authorities.
3.1.2. Oxylabs shall charge applicable taxes (including sales, use, excise, value-added, goods and services, consumption, or any other taxes of a similar nature) on top of all applicable fees for the Datasets in all appropriate taxing jurisdictions where legally required. Such taxes shall be remitted by Oxylabs to the appropriate tax authority, unless the Customer provides valid proof of tax exemption or otherwise as permitted by law.
3.2. The Customer authorizes Oxylabs to charge the Customer for all applicable fees indicated in the SoW using the Customer’s chosen payment method and the Customer will issue the required payment documentation.
3.3. The payment methods supported by Oxylabs are the following:
a) Wire transfer;
b) Manual payment via credit/debit/pre-paid card;
c) Third-party payment providers that are listed on our website.
3.4. By authorizing recurring payments, you are authorizing Oxylabs to process such payments as either electronic debits or fund transfers, or as electronic drafts from your designated account (for automated clearing house or similar payments), or as charges to your designated account (for a credit card or similar payments).
3.5. If you provide credit or foreseen above card information to Oxylabs, you authorize Oxylabs to charge such card for all agreed Datasets for the SoW term.
3.6. By choosing a payment method you (i) represent that you are authorized to use the payment method you have chosen and that any payment information you provide is true and accurate; (ii) authorize Oxylabs to charge you for the Datasets using your payment method.
3.7. Depending on what is specified in SoW, Oxylabs will bill the Customer in one of the following ways:
3.7.1. for a one-time delivery of Datasets, the Customer will be billed within seven (7) calendar days of execution of the applicable SoW;
3.7.2. for a recurring updates of Datasets, the Customer will be either billed one (1) month in advance on the 1st business day of each calendar month or within seven (7) calendar days of execution of the applicable SoW (if a prepayment for the delivery as well as all recurring updates of Datasets under the SoW is agreed between the Parties);
3.8. Unless otherwise stated in the SoW, the Customer is obliged to make the payments to Oxylabs within 7 (seven) calendar days from the moment of receiving an invoice.
3.9. If any invoiced amount is not received by Oxylabs by the due date, then without limiting Oxylabs rights or remedies those charges may accrue late interest at the rate of 2 (two) % of the outstanding balance per month.
3.10. If any amount owing by the Customer under this Agreement for Datasets is 14 (fourteen) or more days overdue (or 7 (seven) or more days overdue in the case of amounts the Customer has authorized Oxylabs to charge to the Customer’s credit card), Oxylabs may, without limiting Oxylabs rights and remedies, accelerate the Customer’s unpaid fee obligations under this Agreement so that all such obligations become immediately payable, and suspend provision and license of Datasets to the Customer until such amounts are paid in full.
3.11. If the Customer defaults in any of its payment obligations under this Agreement, the Customer agrees to pay Oxylabs' reasonable expenses, including but not limited to legal and collection agency fees, incurred by Oxylabs in enforcing its rights.
3.12. Payments received by Oxylabs shall be credited first against accrued interest until all accrued interest is paid in full before any such payment is credited against the amount payable pursuant to issued invoices.
3.13. All purchases of the Datasets are final and non-refundable. If the Customer believes that Oxylabs has charged him in error, he must contact Oxylabs within 30 (thirty) days of such charge. No refunds will be given for any charges more than 30 (thirty) days old, unless otherwise required by law. We reserve the right to issue a refund or credit you at our sole discretion. If we issue a refund or credit, we are under no obligation to issue the same or similar refund in the future.
3.14. If the invoiced Customer disputes the accuracy of the amount invoiced, the Customer shall pay such amount as it in good faith believes to be correct and provide written notice stating the reasons why the remaining disputed amount is incorrect, along with supporting documentation. In the event parties are unable to resolve such a dispute, either party may pursue any remedy available at law or in equity to enforce its rights hereunder. If it is determined or agreed that the party that is disputing an invoice must or will pay the disputed amount, then such party shall pay interest from and including the original payment due date.
3.15. Access to the Datasets as well as any updates of the Datasets shall be delivered to the Customer after the receipt of corresponding payments by Oxylabs.
4. Rights and obligations of parties
4.1. General obligations of parties:
4.1.1. parties shall not solicit to employ other party’s employees that are involved or were involved whilst providing the Datasets during the validity of this Agreement and 1 (one) year after the end of this Agreement;
4.1.2. parties agree to act in good faith, honestly and seek to ensure that both parties and their employees cooperate with each other in order to ensure the provision of the Datasets.
4.2. The Customer’s rights and obligations:
4.2.1. to meet all of the Customer’s obligations set out in this Agreement and in any relevant SoW properly and on time;
4.2.2. the Customer, confirming its understanding that its, as well as its employees’ participation, may be necessary in order for Oxylabs to provide the Datasets to the Customer, ensures its and its employees’ active participation;
4.2.3. to properly and in a timely manner, as foreseen in GC or SoW, pay Oxylabs for the Datasets;
4.2.4. the Customer shall be solely responsible for lawful and proper usage of the provided Datasets and any Derived Data;
4.2.5. the Customer shall use all measures necessary to protect the Datasets from unauthorized or unlawful access or use.
4.2.6. the Customer will not use the Datasets or any Derived Data in a way that would cause Oxylabs to violate or be associated with any violation of EU, US or any other applicable data protection laws or infringement of third party rights;
4.2.7. except as explicitly permitted under clause 4.2.8. of the Agreement, the Customer shall ensure that the Datasets will not be shared with any third parties and shall be used only by and for the benefit of the Customer;
4.2.8. the Customer shall not, except as set forth explicitly herein: (a) sell, resell, license, sublicense, distribute or otherwise make available the Datasets to any third parties, or (b) access or use any of Oxylabs’ intellectual property. Customer may integrate data from Datasets into the Customer’s own platform and create derivative works (“Derived Data”) and may sell, license, distribute, or otherwise make the Derived Data available to Customer’s clients as long as the Customer complies with the terms and conditions of this Agreement. For avoidance of doubt, Derived Data shall include: (a) data from Datasets that has been combined or otherwise incorporated with other data that was not received as part of the Datasets; (b) individual data points from Datasets incorporated into the services or products of the Customer; (c) insights and other information derived from Datasets.
4.3. Oxylabs’ rights and obligations:
4.3.1. to meet all Oxylabs’ obligations set out in this Agreement and in any relevant SoW properly and on time;
4.3.2. to provide the Datasets using no less than a reasonable level of skill and care in accordance with industry standards;
4.3.3. Oxylabs shall be responsible for the performance of Oxylabs’ personnel (including employees and contractors) and their compliance with Oxylabs’ obligations under this Agreement;
4.3.4. Oxylabs may immediately suspend the provision of Datasets in case it is contacted by a target source in relation to which the Datasets are provided and asked to cease data collection activities. In such case, Oxylabs shall inform the Customer about such suspension and the Customer shall be obliged to cease using any Datasets received from such target source.
5. Representations and warranty disclaimers
5.1. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
5.2. The Customer represents and warrants that (i) the Customer shall only use Datasets and any Derived Data in compliance with any and all applicable laws, including, without limitation, applicable data protection and privacy laws; and (ii) to the extent applicable with regards to processing of any personal data, the Customer shall independently determine the lawful grounds for such processing, provide any necessary notices and adhere to all applicable data subject rights.
5.3. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE DATASETS ARE PROVIDED “AS IS”, AND NEITHER OXYLABS NOR ANY OF ITS OFFICERS, EMPLOYEES, AFFILIATES, OR AGENTS MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE DATASETS OR AS TO THE RESULT TO BE OBTAINED FROM THE USE OF THE DATASETS, UNDER THIS AGREEMENT OR OTHERWISE. THE DATASETS ARE PURCHASED BY THE CUSTOMER WITH THE KNOWLEDGE OF THIS WARRANTY LIMITATION. OXYLABS EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OR CONDITIONS OF ACCURACY, COMPLETENESS, MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. OXYLABS DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR THE USE OF THE DATASETS OR ANY DERIVED DATA BY THE CUSTOMER OR OTHERS, AND DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR UNAUTHORIZED USE OR MISUSE OF THE DATASETS OR ANY DERIVED DATA.
6. LIMITATION OF LIABILITY, EXCEPTIONS TO LIMITATION OF LIABILITY
6.1. NEITHER OXYLABS NOR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, DELIVERING OR SUPPORTING THE DATASETS SHALL BE LIABLE TO THE CUSTOMER, ANY REPRESENTATIVE, OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE DATASETS OR ANY DERIVED DATA, AS WELL AS THE CUSTOMER’S USE OR INABILITY TO USE THE DATSETS OR ANY DERIVED DATA, INCLUDING, WITHOUT LIMITATION, LOST REVENUE, LOST PROFITS, LOSS OF TECHNOLOGY, LOSS OF DATA, RIGHTS OR SERVICES, WHETHER UNDER THEORY OF CONTRACT OR TORT.
6.2. IN NO EVENT THE LIABILITY OF OXYLAB’S ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT EQUAL THE CUSTOMER’S FEE PAID OR PAYABLE DURING THE PAST 12 (TWELVE) CALENDAR MONTHS BEFORE ANY EVENT GIVING RISE TO SUCH LIABILITY OCCURED.
6.3. THE LIABILITIES LIMITED BY SECTIONS 6.1 AND 6.2 APPLY TO: (a) LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF OXYLABS IS ADVISED IN ADVANCE OF THE POSSIBILITY OF DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF THE CUSTOMER’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. IF APPLICABLE LAW LIMITS THE APPLICATION OF THIS SECTION 6, OXYLABS’ LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT POSSIBLE.
7.1. The Customer shall defend and indemnify Oxylabs against any third-party claim, suit, or proceeding arising out of, related to: (i) non-compliance by the Customer with its obligations under this Agreement, including but not limited to breach of any representation or warranty of the Customer under the Agreement; (ii) any and all claims by any third party in connection with the Customer’s use of the Datasets or any Derived Data in breach of any applicable laws of third party rights.
7.2. The Party seeking indemnification will promptly notify the other Party of the claim and cooperate with the other Party in defending the claim. The indemnifying party will have full control and authority over defense, except that: (i) any settlement requiring the party seeking indemnification to admit liability requires prior written, not to be unreasonably withheld or delayed; and (ii) the other party may join in defense with its own counsel at its own expense.
8. Intellectual property rights
8.1. The Datasets are owned by Oxylabs and are protected by copyright and other intellectual property laws. The Customer agrees that title to and ownership of the Datasets, in any form, shall at all times and in any event be held exclusively by Oxylabs. The Customer shall be entitled to only such rights with respect to the Datasets as are specifically granted in this Agreement.
8.2. Oxylabs may use trademark, trade name, or service mark, which belongs or is licensed to the other party, without the prior written approval of such party but only for the marketing purposes of the Datasets when the other parties’ trademark, trade name or service mark might be used as an example of Oxylabs’ clients.
9. Term & Termination
9.1. The term of this Agreement will commence once both parties have signed SoW and will continue for the period set forth in the SoW.
9.2. Termination for cause. Either party may terminate this Agreement for the other’s material breach by written notice specifying in detail the nature of the breach, effective in 14 (fourteen) days unless the other party first cures such breach, or effective immediately if the breach is not subject to cure.
9.3. Oxylabs in its sole judgment may immediately suspend the provision or license of Datasets or terminate this Agreement or any of the SoW’s if it believes that the Customer’s use of the Datasets or the continued provision of Datasets to the Customer may violate any applicable laws or regulations or infringe on any third party rights. The Parties also agree that in case of such suspension or termination, the Customer shall bear full risk and responsibility for its continued use of Datasets or any Derived Data.
9.4. Unless otherwise specified in SoW, following the expiry of the initial term as set forth in the SoW, the SoW will automatically renew for successive periods equal to the initial term if none of the parties issues a written notice to terminate to the other party in accordance with the provisions set forth in Section 9.
9.5. The following provisions will survive termination or expiration of this Agreement: (a) any obligation of the Customer to pay fees incurred before termination; (b) sections 5 (warranty disclaimers), 6 (limitations of liability exceptions to limitations of liability), 7 (Indemnification); and (c) any other provision of this Agreement that must survive termination to fulfill its essential purpose.
10. Confidential information
10.1. “Confidential Information” refers to the following items one party to this Agreement (“Discloser”) discloses to the other (“Recipient”): (a) any document Discloser marks as “Confidential”; (b) any information Discloser orally designates as “Confidential” at the time of discloser, provided Discloser confirms such designation in writing within 5 (five) business days; (c) any other non-public, sensitive information disclosed by Discloser. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Recipient’s possession at the time of disclosure; (ii) is independently developed by Recipient without the use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Recipient’s improper action or inaction; or (iv) is approved for release in writing by Discloser.
10.2. Recipient shall not use Confidential Information for any purpose other than to facilitate the fulfillment of obligations under this Agreement (the “Purpose”). Recipient: (a) shall not disclose Confidential Information to any employee or contractor of Recipient unless such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with Recipient with terms no less restrictive than those of this section; and (b) shall not disclose Confidential Information to any other third party without Discloser’s prior written consent. Without limiting the generality of the foregoing, the Recipient shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. Recipient shall promptly notify Discloser of any misuse or misappropriation of Confidential Information that comes to Recipient’s attention. Notwithstanding the foregoing, Recipient may disclose Confidential Information as required by applicable law or by proper legal or governmental authority.
10.3. Injunction. Recipient agrees that breach of this section would cause Discloser irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Discloser will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.
10.4. Termination and Return. The obligations of section 10 will terminate 2 (two) years after the termination of the Agreement or last SoW, whichever is later. Upon termination of this Agreement or the SoW, Recipient shall destroy the Confidential Information or, upon Discloser’s written request, return all copies of the confidential information.
10.5. Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license thereto. Except to the extent that if another section of this Agreement specifically provides to the contrary, Discloser will retain all right, title, and interest in and to all Confidential Information.
10.6. Oxylabs has not agreed to and does not agree to treat as confidential any Feedback (“Feedback” refers to any suggestion or idea for improving or otherwise modifying any of Oxylabs' services, including Datasets) that the Customer provides to Oxylabs, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict Oxylabs’ right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting the Customer. Notwithstanding the provisions of Section 10, Feedback will not be considered Confidential Information.
11. DISPUTE RESOLUTION AND GOVERNING LAW
11.1. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE REPUBLIC OF LITHUANIA.
11.2. Before filing a claim, each party agrees to try to resolve the dispute by contacting the other party through the notice procedures established in Clause 12.3. If a dispute is not resolved within 30 (thirty) days of notice, the Customer and Oxylabs may bring a formal proceeding to the courts of the Republic of Lithuania.
11.3. In any case, the Customer may only resolve disputes with Oxylabs on an individual basis and will not bring claim in class, consolidated or representative action.
12. Additional provisions
12.1. This Agreement supersedes any prior agreements or understandings for the Datasets between Oxylabs and the Customer, and constitutes the entire Agreement between parties related to this subject matter. All attachments to the Agreement (i.e SoW’s, etc.) are hereby incorporated into the Agreement by this reference.
12.2. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
12.3. Notices must be sent via e-mail and are deemed given when received. Notices to Oxylabs must be sent to e-mail specified in SoW.
12.4. The Customer may not assign or transfer this Agreement or any rights or obligations under this Agreement without the written consent of Oxylabs. Oxylabs may not assign this Agreement without the written consent of the Customer, except in the cases when the transfer of Oxylabs' rights and obligations is related to or connected with a merger, acquisition, or any type of corporate reorganization, or sale of all or substantially all of its assets. In the latter case, Oxylabs must provide the Customer with 14 (fourteen) days' notice. Any other attempt to transfer or assign is void.
12.5. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in the explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
12.6. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement.
12.7. No delay, failure, or default other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes riots or other acts of civil disorder, embargoes, or other causes beyond performing Party’s reasonable control.
12.8. Neither party is the agent or legal representative of the other party, and this Agreement does not create a partnership, joint venture or fiduciary relationship between Oxylabs and the Customer. Neither party shall have any authority to agree for or bind the other party in any manner whatsoever. This Agreement confers no rights, remedies, or claims of any kind upon any third party.
12.9. The Datasets and their proprietary features, functionality, interfaces, source code or included software may be subject to export controls and economic sanctions laws, regulations and requirements of certain jurisdictions. By using the Datasets, the Customer represents and warrants that the Customer is not located in, under the control or, or a national or resident of, any such jurisdiction.
Last updated September 18, 2023
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