General Conditions of oxylabs, UAB Services Agreement

These General conditions (hereinafter – “GC”) together with any current or future statement of work for one or several of our Services (hereinafter – “SoW”) constitute oxylabs, UAB 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 our Services, making a payment for Services or starting to use the Services in any way and whose requisites / personal details are indicated in the SoW, invoices or otherwise provided to us before starting to use the Services (hereinafter – “Customer”, “you” or “your”). This Agreement governs access to and use of the Services.

Oxylabs provides services related to:

• provision and maintenance of residential proxies;

• provision and maintenance of datacenter proxies; and

• automated data gathering tools for search engines and e-commerce websites.
  

Both parties agree that Oxylabs will provide one or a few of the listed Services as the parties may agree pursuant to future or current SoWs.

You agree to this Agreement by signing SoW, paying for Oxylabs Services or starting to use the Services 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 theAgreement. 

Without our written consent you may not access the Services for purposes of monitoring their availability, performance or 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 Services 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 concluded between Oxylabs and the Customer, as well as to the Customer’s use of the Services 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 Services.

The Agreement becomes effective between Oxylabs and you as of the date indicated in the SoW, the date you pay for the Services or the date you start to use the Services in any way.

1. Documents and subject matter of the Agreement

1.1. If parties have not agreed otherwise in writing, then the Agreement for Oxylabs Services shall consist of these documents:

1.1.1. GC of this Agreement - part of the Agreement that exclusively applies to all agreements, SoWs, addendums executed between Oxylabs and the Customer, as well as to the Customer’s use of the Services in general. GC establishes general rights and obligations of the parties when using the Services, general payment terms, liability and other general clauses. GC are not separately signed but are considered accepted by the Customer signing the SoW for Services, making a payment for Services or starting to use the Services in any way. GC are provided in the website and always disclosed to the Customer to familiarize with. If requested by the Customer, GC can be sent electronically to him prior to signing SoW

1.1.2. SoW of this Agreement - part of the Agreement which establishes provisions that govern and are applied to the relationship between the Customer and Oxylabs regarding the provision and use of particular Services. These provisions inter alia include information about the parties to the Agreement, the to be provided Services, price, pricing conditions, etc. By signing a SoW, making a payment for the Services or starting to use the Services in any way, the Customer also agrees to be bound by the terms of GC as it were an original party hereto;

1.1.3. Acceptable Use Policy - outlines the Customer’s responsibilities when using the Services.

1.1.4. Documentation of the provided Services (describes the means by which the Services may be accessed by the Customer)

1.2. In cases of Oxylabs providing one of SAPI Services to the Customer, the Agreement shall also include the following documents:

1.2.1.  Data Processing Agreement (hereinafter – “DPA”) (applicable only in cases when Customer uses automated data gathering Services listed in clause 1.5.4 and processes personal data). If applicable, DPA forms an inseparable part of the Agreement, establishing provisions that govern and are applied to the data processing relationship of the Customer and Oxylabs when the Customer uses automated data gathering Services to process personal data (as such is defined in the EU General Data Protection Regulation). These provisions inter alia describe the Customer’s data processing instructions, and rights and obligations of the parties related to processing of personal data. DPA is not separately signed but is considered accepted as an inseparable part of the GCs by the Customer signing the SoW for Services, making a payment for Services or starting to use the Services to process personal data

1.3. Over the course of time, multiple SoWs can be agreed and signed, for example to deal with changes or complementary orders.

1.4. If any contradictions would occur between GC and SoWs, the conditions established in SoW would take precedence or the conditions of the document that was signed, agreed or amended later.

1.5. The subject matter of this Agreement is one (or a few) of the following Services as set forth in each SoW (collectively in this Agreement – “Oxylabs Services” or “Services”):

1.5.1. Residential proxy. Residential proxy services. Provision of access to Oxylabs Residential proxy pool and the maintenance of the said proxies for the agreed term in accordance with the specifications set out in the SoW.

1.5.2. Web Unblocker. Web Unblocker proxy services. Provision of access to Oxylabs AI-powered Web Unblocker proxy pool and the maintenance of the said proxies for the agreed term in accordance with the specifications set out in the SoW.

1.5.3. Datacenter proxy. Datacenter proxy services. Provision of access to Oxylabs DC proxy infrastructure and the maintenance of the said proxies for the agreed term in accordance with the specifications set out in the SoW.

The geographic location of Residential proxies, Datacenter proxies and Web Unblocker proxies provided under the Agreement shall be determined by using GeoLite2 Data created by MaxMind, available from https://www.maxmind.com

1.5.4. Automatic data gathering tools.  Access to one (or a few) of the following Scraper API softwares (hereinafter – “SAPI Services”):

a) E-Commerce Scraper API – software for automatic data gathering from e-commerce websites;

b) SERP Scraper API - software for automatic data gathering from search engine result pages;

c) Web Scraper API - software for automatic data gathering from other websites.

1.5.5. If explicitly stated in the relevant SoW, Oxylabs may provide automatic data gathering services by directly providing the requested gathered data (hereinafter – “Data gathering services”).

2. Provision of Services

2.1. The Services shall be deemed accepted within seven (7) days of delivery of the access credentials of the agreed Oxylabs Services with the condition that the Customer has first not provided Oxylabs with written notice of rejection. The Customer may reject the delivered Services 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 Services within seven (7) days.

2.2. Oxylabs may employ subcontractors in the provision of the Services. 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. Unless otherwise stated in the SoW, Oxylabs will provide the Customer with an amount of Services (specified in the SoW) each calendar month. Such amount shall remain valid for 1 (one) calendar month (or other term if established in the SoW) and will not be transferred to the following month should the Customer fail to use the amount within this term.

3. Payment terms

3.1. The Customer shall pay to Oxylabs all applicable fees for the Services, 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 Services 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 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 Services 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 Services using your payment method.

3.7. Depending on what is specified in SoW, there could be two types of payment plans: Monthly payments and Pay-as-you-go (hereinafter – “PAYG”). PAYG payment terms are specified in Clause 3.15 of this Agreement. For the monthly payments, Oxylabs will bill the Customer in the following way:

3.7.1. for the fixed monthly minimum volume of usage Service fee, the Customer will be billed one (1) month in advance on the 1st business day of each calendar month;

3.7.2. for the agreed rate of actual usage of Services, the agreed rate for the Services exceeding the fixed amount of Services fee or any agreed additional fees, the Customer will be billed on the 1st business day of the following month for the usage of the Services during the past calendar month (with the exceeding part being calculated and billed together with the next month advanced payment);

3.7.3. the first invoice shall be calculated proportionally for the Services rendered until the end of the month on a pro-rata basis, and subsequent invoices shall be for the whole calendar month as described above.

3.8. Unless otherwise stated in the SoW, the Customer is obliged to make the payment for the Services 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 Oxylabs Services 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 Services to the Customer until such amounts are paid in full. If any amount owing by the Customer under this Agreement for Oxylabs Services is 30 (thirty) or more days overdue, Oxylabs may, at its sole discretion, change the Customer's payment plan to PAYG.

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. Unless you sign up for our Product Trial, or if the law or a particular SoW provides otherwise, all purchases 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. Pay-as-you-go (PAYG). The Customer pays based on actual usage for the preceding month, as applicable, with no upfront commitment. The following terms are applied:

3.15.1. After paying the fee for the Services, the Customer shall receive a corresponding amount of Services which shall be valid for 3 (three) months after the purchase (hereinafter - the “PAYG Term”).

3.15.2. The Customer shall be able to start using the Services within 1 (one) business day after the receipt of the fee by Oxylabs.

3.15.3. Should the Client fail to use the Services within the PAYG Term, the remaining amount of Services will expire and will not be transferred to the following Term.

3.15.4. The Customer may purchase an additional amount of Services at any time. In that case the PAYG Term shall extend automatically for a further period of 3 (three) months. 

3.15.5. As billed on PAYG basis, the Customer is entitled to a full refund of the sum paid for the Services, if all of the following conditions are met:

i) A request for refund is submitted within 3 (three) calendar days from the date of the first payment for the Services;

ii) The Customer has not used more than 20% of the Services purchased;

iii) The Customer was not signed up for our free Product Trial before purchasing the Services;

iv) The Customer is not in breach of this Agreement (including our Acceptable Use Policy);

v) The Customer has not charged back or otherwise reversed the Fee paid for the Services; and

vi) The Customer has not previously claimed a refund for the Services.

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 Services 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 Oxylabs Services.

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, is necessary in order for Oxylabs to provide the Services 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 Services;

4.2.4. as Services might be subject to usage limits, including, for example, the quality (type) and quantity of Services as specified in SoWs. Subsequently, the Customer ensures to not exceed these limits (unless permitted otherwise) or use Services in breach of other specifications;

4.2.5. the Services can only be used for lawful and legitimate purposes as defined by the best practice standards and this Agreement. Pursuant to the preamble, the Services cannot be used for competitive purposes;

4.2.6. the Customer ensures to comply with laws, regulations, Oxylabs Acceptable Use Policy and any relevant terms of service (terms of use, other website or application-based document) or third party rights (including, without limitation, regulation, case-law practice, and best practice regarding the automated data gathering, etc.) applicable to the Customer’s use of the Services;

4.2.7. the Customer will not take any action 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 parties’ intellectual property rights;

4.2.8. the Customer shall ensure that access credentials provided by Oxylabs will not be shared with third parties and is solely responsible for the security and confidentiality of the access credentials provided. Accordingly, the Customer is responsible for all activities that occur under your account(s) and must immediately notify Oxylabs in case of any unauthorized use of your access credentials or access to your account(s);

4.2.9. the Services shall be used only by and for the benefit of the Customer;

4.2.10. the Customer shall not: sell, resell (unless explicitly agreed otherwise in the SoW), license, sublicense, distribute, make available, rent or lease the Services; interfere with or disrupt the integrity or performance of the Services; permit direct or indirect access to or use of the Services in a way that circumvents the agreed usage limits or other specifications, or use the Services in a manner that violates our Acceptable Use Policy; access or use any of Oxylabs’ intellectual property except as permitted under this Agreement; modify, copy, or create derivative works based on the Services or any part, feature, function or interface thereof; disassemble, reverse engineer, or decompile the Services, or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Services, (3) copy any ideas, features, functions or graphics of the Services; (4) determine whether the Services are within the scope of any patent.

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 Services using no less than a reasonable level of skill and care in accordance with industry standards;

4.3.3. if agreed, to provide support for the Services;

4.3.4. use reasonable efforts to make the agreed Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Oxylabs shall give advance e-mail notice), and (ii) any unavailability caused by circumstances beyond Oxylabs reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike, or other labor problem (other than the one involving Oxylabs employees), the failure of or delay of Internet service provider or a denial of service attack;

4.3.5. Oxylabs shall be responsible for the performance of Oxylabs’ personnel (including employees and contractors) and their compliance with Oxylabs’ obligations under this Agreement;

4.3.6. to provide the Customer with sufficient information related to the use of the Services, terms and conditions of provision of the Services;

4.3.7. Oxylabs retains the right in its sole discretion to monitor the Customer’s use of the Services if Oxylabs deems so necessary in order to execute its rights and obligations set forth in this Agreement;

4.3.8. if Oxylabs in its sole discretion believes that there is a security emergency or that the Customer has failed to execute its obligations under this Agreement, especially, but not limited to, obligations regarding the payment for the Services or the Acceptable Use Policy, then Oxylabs reserves the right to stop offering and supporting the Services or part of them or any functionality constituent in the Services, at which point the Customer’s ability to use the Services or part thereof will be automatically suspended.

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. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES 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 SERVICES OR AS TO THE RESULT TO BE OBTAINED FROM THE USE OF THE SERVICES, UNDER THIS AGREEMENT OR OTHERWISE. THE SERVICES ARE PURCHASED 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 MERCHANTABILITY, NON-INFRINGEMENT, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. OXYLABS DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR, THE CONTENT OBTAINED / TRANSMITTED BY THE CUSTOMER OR OTHERS, AND DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR UNAUTHORIZED USE OR MISUSE OF THE SERVICES.

6. LIMITATION OF LIABILITY, EXCEPTIONS TO LIMITATION OF LIABILITY

6.1. NEITHER OXYLABS NOR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, DELIVERING OR SUPPORTING THE SERVICES 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 SERVICES OR INABILITY TO USE THE SERVICES, 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 EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT EQUAL TO 2 TIMES THE CUSTOMER’S SERVICES FEE FOR THE MONTH DURING WHICH THE LOSS OR BREACH OCCURRED (or other period if the Customer will be billed more or less frequently than once a month, i.e. two weeks period).

6.2.1. NOTWITHSTANDING SECTION 6.2, OXYLABS WILL HAVE NO LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WITH RESPECT TO THE SERVICES PROVIDED TO THE CUSTOMER VIA FREE TRIAL. IF SUCH EXCLUSION OF LIABILITY IS HELD TO BE INVALID OR OTHERWISE UNENFORCEABLE UNDER THE APPLICABLE LAW, THE LIABILITY OF OXYLABS ARISING OUT OF OR RELATED TO THIS AGREEMENT WITH RESPECT TO THE SERVICES PROVIDED TO THE CUSTOMER VIA FREE TRIAL SHALL BE LIMITED TO 100 EUR (ONE HUNDRED EUROS).

6.2.2. NOTWITHSTANDING SECTION 6.2, THE CUSTOMER SHALL, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT WITH RESPECT TO THE SERVICES PROVIDED TO THE CUSTOMER VIA FREE TRIAL.

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.

6.4. The limitations of liability in Section 6 do not apply to: (a) the Customer’s obligation to pay fees pursuant to relevant SoW and to Section 3 of GC (Payment terms); or (b) any claims against the Customer for infringement of Oxylabs’ intellectual property; or (c) claims pursuant to Section 7 (Indemnification). 

7. Indemnification

7.1. By Oxylabs. Oxylabs shall defend and indemnify the Customer against any third party claim, suit, or proceeding (the “Indemnified claim”) arising out of, related to, or alleging: infringement of any patent, copyright, trade secret, or other intellectual property right by the software of the Services to the Customer. OXYLABS' LIABILITY ARISING OUT OF OR RELATED TO SECTION 7 (Indemnification) IS LIMITED TO 3 TIMES THE CUSTOMER’S SERVICES FEE FOR THE RELEVANT SOW (OR IN CASE IT IS NOT CLEAR WHICH SOW SHOULD BE HELD RELEVANT – THE MOST RECENT).

7.2. Oxylabs obligations set forth in clause 7.1. do not apply to the extent that Indemnified claim regarding intellectual property infringement arises out of:

a) The Customer’s use of the Services or third-party content accessed through Oxylabs Services in an unlawful manner or in violation of this Agreement (including Acceptable Use Policy);

b) Modifications to the technology/software of the Services made without Oxylabs’ written consent;

c) Oxylabs’ modifications of the technology/software of the Services in compliance with specifications provided by the Customer.

7.3. By the Customer. The Customer shall defend and indemnify Oxylabs against any Indemnified claim, meaning 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 Acceptable Use Policy, the DPA (if applicable); (ii) any and all claims by any third party in connection with the Customer’s use of Services and related to copyright infringement and all manner of intellectual property claims, defamation claims, claims of publication or transmission or gathering of obscene, indecent, offensive, racist, unreasonably violent, threatening, intimidating or harassing material, and claims of infringement of data protection legislation, to the extent such claims and/or losses are based upon (i) the third party content of any information accessed, transmitted, distributed, published, gathered or any other way used by the Customer; or (ii) the use of Services by the Customer in a manner inconsistent with the terms of this Agreement, including without limitation the AUP.

7.4. 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. THE INDEMNITIES ABOVE ARE OXYLABS’S AND THE CUSTOMER’S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.

8. Access to third party data, content, resources

8.1.  By using the Services you might be able to access, transmit, distribute, gather, reproduce or in any other way use (“Access”) third-party data, content, and resources (“Data”). When you Access any Data by using Oxylabs Services, you ensure that you have consulted property, persons, and entities in question for consents, rights, information, and restrictions that may be applicable to such content and Access to it. You are solely responsible for the Data you Access by using the Services. As one of the conditions to your use of the Services you agree to not use the Services in a way that would infringe any applicable laws or third party rights, including privacy and intellectual property rights, this Agreement, including but not limited to Acceptable Use Policy. We reserve the right, at any time, in our sole discretion, without notice, to suspend the use of the Services by any users who would act contrary to established above. As long as you use the Services and Access Data legally (i.e. with consent or in accordance with Data owner terms of services, policies, copyrights, etc.) Oxylabs will not be able to suspend your use of the Services on these grounds.

9. Intellectual property rights

9.1. The Services are owned by Oxylabs and are protected by copyright and other intellectual property laws. The Customer agrees that title to and ownership of the Services, 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 Services as are specifically granted in this Agreement.

9.2. 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 its Services when the other parties’ trademark, trade name or service mark might be used as an example of Oxylabs’ clients.

10. Term & Termination 

10.1. The term of this Agreement will commence once both parties have signed SoW, after the payment for the Services is made by the Customer or when the Customer starts using the Services in any way and will continue for the period set forth in any outstanding SoW or for the duration of the use of the Services.

10.2. 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.

10.3. Convenience termination. Either party may terminate this Agreement at any time with a 90 (ninety) days advance notice to the other party.

10.4. Oxylabs in its sole judgment may immediately suspend the Services or terminate this Agreement or any of the SoW’s if it believes that the Customer’s use of the Services is in breach of Oxylabs’ Acceptable use Policy.

10.5. Unless otherwise specified in SoW, following the expiry of the initial term as set forth in the SoW, the Services 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 Clause 10.

10.6. 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 and articles 5.2 (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.

11. Confidential information

11.1. “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) your access credentials or any source code disclosed by Oxylabs, whether or not marked as confidential; and (d) 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.

11.2. 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.

11.3. 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.

11.4. Termination and Return. The obligations of section 11 (Nondisclosure) will terminate 2 (two) years after the termination of the last SoW or the end of the use of the Services, whichever is later. Upon termination of this Agreement, Recipient shall return all copies of Confidential Information to Discloser or certify, in writing, the destruction thereof.

11.5. 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.

11.6. 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) 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 11, Feedback will not be considered Confidential Information.

12. DISPUTE RESOLUTION AND GOVERNING LAW

12.1. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE REPUBLIC OF LITHUANIA.

12.2. 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 13.3. 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.

12.3. 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. 

13. Additional provisions

13.1. This Agreement supersedes any prior agreements or understandings 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.

13.2. 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.

13.3. 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.

13.4. 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.

13.5. 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.

13.6. 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.

13.7. 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.

13.8. 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.

13.9. The Services 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 Oxylabs Services 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 December 1, 2022