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TESO LT SELF-SERVICE SUBSCRIPTION AGREEMENT (SHARED DC)

This Self-Service Subscription Agreement (Shared DC) governs the use of the self-service dashboard (hereinafter - the “Dashboard”) and the provision, maintenance and use of shared DC proxies (hereinafter – the “Services”) offered by Teso LT, UAB a Lithuanian corporation, registered at A. Goštauto str. 40A Vilnius, Lithuania (hereinafter – “Teso LT”, “our”, “we” or “us”). The Self-Service Subscription Agreement (Shared DC) governs access to and use of the Dashboard and the Services while our Acceptable Use Policy outlines your additional responsibilities when using our Services (hereinafter together – the “Agreement”).

By selecting and paying for one of the Services plans offered within the Dashboard, you, an organization / natural person, whose requisites / personal details are provided to us when signing up, creating an account (hereinafter – “Customer”, “you” or “your”), agree to be bound by the Agreement and its terms.

If you are entering into the Agreement on behalf of a company, organization or another legal entity, you are agreeing to this Agreement for that entity and representing to Teso LT that you have the authority to bind such entity to this Agreement, in which case the terms “Customer” or “you” will refer to such entity. If you do not have such authority, or if you do not agree with the terms of the Agreement, you must not accept the Agreement and must not use the Services.

If you are entering into the Agreement as a natural person, you are representing to Teso LT that you are at least eighteen (18) years old. Registration and use of the Services by users under eighteen (18) years old are not authorized by Teso LT.

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.

Teso LT may make amendments to the Agreement from time to time. If Teso LT materially changes the Agreement, it shall post an amended version on the website. Any amendments to the Agreement will become effective 14 (fourteen) calendar days after the amended version is posted (unless Customer first terminates this Agreement pursuant to Section 10, Term & Termination). Customer’s continued use of the Services after such 14-day period will confirm Customer’s consent to such amendment.

The Agreement was last updated on May 3, 2022. The Agreement becomes effective between Teso LT and you as of the moment you select and pay for one of the Services plans offered within the Dashboard.

1. Documents and subject matter of the Agreement

1.1. This Agreement for Teso LT Services consists of these documents:

1.1.1. Self-Service Subscription Agreement (Shared DC);

1.1.2. Acceptable Use Policy.

1.2. Self-Service Subscription Agreement (Shared DC) – part of the Agreement that establishes general rights and obligations of the parties when using the Dashboard and the Services, general payment terms, liability and other general clauses.

1.3. Acceptable Use Policy - part of the Agreement that establishes activities that the Customer is prohibited from undertaking while using the Services, as well as the actions/remedies that may be taken by Teso LT in case of a breach of the Acceptable Use Policy by the Customer.

1.4. The Agreement (and related documents) is not separately signed but is considered to be accepted by the Customer selecting and paying for one of the Services plans offered within the Dashboard. The documents that are part of the Agreement are available within the Dashboard and are always disclosed to the Customer to familiarize with. After starting to use the Services, you may find the latest version of the Agreement within your profile in the Dashboard at all times. 

1.5. The subject matter of this Agreement is the provision of the Services (collectively in this Agreement – “Teso LT Services” or “Services”):

1.5.1. Shared data center proxy. Shared data center proxy services (hereinafter – “Shared DC proxy” or “Shared DC proxies”). In accordance with the quantity and specifications of Services set forth within the Dashboard, Teso LT provides the Customer with Shared DC proxy service that includes access to Teso LT’s Shared DC proxy infrastructure up to agreed monthly bandwidth usage.

2. Provision of Services

2.1. The Services shall be deemed accepted when the Customer selects and pays for one of the Services plans offered within the Dashboard. Customer may reject purchased Services only in the event that they materially deviate from their specifications and only via written notice setting forth the nature of such deviation. In the event of such rejection, Teso LT shall correct the deviation and redeliver the Services within 7 (seven) calendar days or offer a possibility of a refund. In order to be eligible for a refund as established herein, the Customer must meet all the conditions listed in clause 3.7. of the Agreement.

2.2. Teso LT may employ subcontractors in the provision of Teso LT Services. Teso LT shall remain responsible and liable for subcontractor’s, that Teso LT is affiliated with or has direct control over, acts and omissions related to this Agreement.

2.3. Teso LT may provide information on the usage of the Services by the Customer within the Dashboard. Such information may include information on the amount of sent requests or downloaded data by the Customer in using the Services, as well as other information on the Customer’s used and remaining Traffic with regards to the chosen Services plan.

2.3.1. The Customer agrees that in case of discrepancies between the Services usage information provided by Teso LT within the Dashboard and any Services usage information that the Customer may possess internally or obtain from any third party, the information provided within the Dashboard shall be considered to be prevailing, accurate, final and undisputable. 

2.3.2. The Customer agrees that any Services usage information that the Customer possesses internally or receives from any third party may not be used as the basis of or in support of any claim or complaint regarding the provision of Services to the Customer by Teso LT.

3. Payment terms

3.1. The Customer shall pay to Teso LT all applicable fees for the Services, pursuant to chosen pricing plan as offered within the Dashboard (hereinafter - the “Fee”). Teso LT reserves the right to change or modify its prices and fees at any time without the need for further notice to you. All such changes or modifications shall be posted within the Dashboard and/or website and shall be effective immediately with regards to any subsequent purchases by you, including any auto-renewal of a Services plan already purchased by you.

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. Where any amount due to be paid hereunder is subject to any withholding tax, the Customer shall remit the withholding taxes to the tax authorities and enable Teso LT to claim a tax credit by providing an appropriate and timely certificate of withholding. If Teso LT is unable to claim credit due to reasons solely attributable to the Customer and/ or taxes were withheld unjustifiably, the Customer shall reimburse Teso LT the withheld taxes.

3.1.2. Teso LT shall charge applicable taxes (including sales, use, excise, value added, goods and services, consumption and/ or any other taxes of a similar nature) on the top all applicable fees for the Services in all appropriate taxing jurisdictions where legally required. Such taxes shall be remitted by Teso LT 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 Teso LT to charge Customer for all applicable fees using Customer’s chosen payment method and Customer will issue the required payment documentation.

3.3. The payment methods supported by Teso LT are the following:

a) Payment by credit/debit/pre-paid card;

b) Paypal/AliPay.

3.4. By authorizing recurring payments, you are authorizing Teso LT 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 credit card or similar payments).

3.5. If you provide credit or foreseen above card information to Teso LT, you authorize Teso LT to charge such card for all chosen Services.

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 Teso LT to charge you recurring Fees for the Services using your payment method.

3.7. The Customer shall pay a monthly Fee for one of the Services plans offered within the self-service dashboard.

3.7.1. Payments of the monthly Fees begin on the date of purchasing the Services and are authorized automatically for each month.

3.7.2. After paying the Fee, the Customer shall receive a certain amount of traffic allocated to the specific Services plan within the Dashboard (hereinafter - the “Traffic”).

3.7.3. The Traffic shall be valid for 30 (thirty) calendar days after the purchase (hereinafter - the “Term”).

3.7.4. Should the Client fail to use the Traffic within the Term, the remaining Traffic will expire and will not be transferred to the following month.

3.7.5. Customer will be able to start using the Services within 1 business day after the receipt of the Fee by Teso LT.

3.7.6. Teso LT reserves the right to charge the Customer for usage of the Services exceeding the amount of Traffic allocated to the Customer in accordance with the chosen Services plan.

3.8. You are entitled to a full refund of 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 of the date of the first transaction for the Services;

ii. You have not used more than 20% of the Traffic for the Services purchased;

iii. Your account is not suspended for a breach of this Agreement (including our Acceptable Use Policy);

iv. You have not charged back or otherwise reversed the Fee paid for the Services; and

v. You have not previously claimed a refund for the Services.

3.9. Except for the circumstances described in clause 3.7. above, all purchases are final and non-refundable. If the Customer still believes that Teso LT has charged him in error, he must contact Teso LT within 14 (fourteen) calendar days of such charge. 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.

3.10. In case Teso LT receives a notification of a chargeback or other payment reversal, Teso LT may suspend your account and use of the Services without prior notice. In such cases, future uses of such account associated credit cards may also be rejected by Teso LT in any future transactions.

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 and / or were involved whilst providing Services indicated in the Agreement, 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 Teso LT Services.

4.2. Customer’s rights and obligations:

4.2.1. to meet all Customer’s obligations set out in this Agreement properly and on time;

4.2.2. to provide accurate and up to date information (including updating it if it changes)  about you or the company you are representing when signing up for the Services;

4.2.3. Upon Teso LT’s request, to promptly provide Teso LT information required under Teso LT’s know your customer (KYC) or other safety procedures. Teso LT reserves the right to provide or suspend the provision of the Services to any person or entity who, in Teso LT’s sole discretion, is deemed not suitable under our safety procedures.

4.2.4. the Customer, confirming its understanding that its, as well as its employee’s participation is a necessity in order for Teso LT to provide Services to Customer, ensures its and its employee’s active participation;

4.2.5. as Services might be subject to usage limits, including, for example, the quality (type) and quantity of Services, the Customer ensures to not to circumvent these limits (unless permitted otherwise) and / or use Services in breach of other specifications. The usage limits and other specifications established herein can be found HERE;

4.2.6. the Services can only be used only 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;

4.2.7. the Customer ensures to comply with laws, regulations, Teso LT 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 Customer’s use of Services;

4.2.8. the Customer will not take any action that would cause Teso LT to violate or be associated with any violation of EU, US and / or other relevant countries’ applicable data protection laws or infringement of third parties’ intellectual property rights;

4.2.9. the Customer shall ensure that access credentials provided by Teso LT will not be shared (selling, transfering, sublicensing, etc.) with third parties;

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

4.2.11. the Customer shall not: sell, resell (unless explicitly agreed otherwise), license, sublicense, distribute, make available, rent or lease Services; interfere with or disrupt the integrity or performance of Services; permit direct or indirect access to or use of Services in a way that circumvents the agreed usage limits or other specifications, or use Services in a manner that violates our Acceptable Use Policy; access or use any of Teso LT intellectual property except as permitted under this Agreement; modify, copy, or create derivative works based on Services or any part, feature, function or interface thereof; disassemble, reverse engineer, or decompile 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 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. Teso LT’s rights and obligations:

4.3.1. to meet all Teso LT’s obligations set out in this Agreement properly and on time;

4.3.2. to provide 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 Teso LT shall give advance e-mail notice, or a notification within the Dashboard), and (ii) any unavailability caused by circumstances beyond Teso LT 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 Teso LT employees), or the failure of or delay of Internet service provider failure or denial of service attack;

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

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

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

4.3.8. if Teso LT 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 Services or the Acceptable Use Policy, then Teso LT reserves the right to stop offering and/or supporting the Services or part of them or any functionality constituent in the Services, at which point 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 TESO LT 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 SERVICES, UNDER THIS AGREEMENT OR OTHERWISE. THE SERVICES ARE PURCHASED WITH THE KNOWLEDGE OF THIS WARRANTY LIMITATION. TESO LTD 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, AND / OR FITNESS FOR PARTICULAR PURPOSE. TESO LT DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR, THE CONTENT OBTAINED / TRANSMITTED BY 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 TESO LT NOR ANYONE ELSE INVOLVED IN CREATING PRODUCING, DELIVERING OR SUPPORTING THE SERVICES SHALL BE LIABLE TO 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.

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 TESO LT IS ADVISED IN ADVANCE OF THE POSSIBILITY OF DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (D) EVEN IF CUSTOMER’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. IF APPLICABLE LAW LIMITS THE APPLICATION OF THIS SECTION 6, TESO LT’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT POSSIBLE.

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

7. Indemnification

7.1. By Teso LT. Teso LT shall defend and indemnify 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. TESO LT’S LIABILITY ARISING OUT OF OR RELATED TO SECTION 7 (Indemnification) IS LIMITED TO TO 2 TIMES THE CUSTOMER’S SERVICES FEE FOR THE MONTH DURING WHICH THE LOSS OR BREACH OCCURRED.

7.1.1. If the Customer seeks indemnification under clause 7.1., it shall: (i) inform Teso LT of a claim as soon as reasonably possible after it receives notice of the claim; (ii) permit Teso LT to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration); (iii) cooperate with Teso LT as requested in the defense of the claim (at the expense of Teso LT).

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

a) Customer’s use of the Services or third party content accessed through Teso LT 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 Teso LT’s written consent;

c) Teso LT’s modifications of the technology/software of the Services in compliance with specifications provided by Customer;
d) Any use of the Services in combination with other products, equipment, software, or data not provided by Teso LT.

7.3. By Customer. Customer shall defend and indemnify Teso LT 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; (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 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 TESO LT’S AND 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, resources (“Data”). When you Access any Data by using Teso LT 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 of 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 the 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.) Teso LT 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 Teso LT and are protected by copyright and other intellectual property laws. Customer agrees that title to and ownership of Services, in any form, shall at all times and in any event be held exclusively by Teso LT. Customer shall be entitled to only such rights with respect to the Services as are specifically granted in this Agreement.

9.2. Teso LT may use trademark, trade name or service mark, which belongs or is licensed to the other party, without 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 Teso LT’s clients.

10. Term & Termination

10.1. The term of this Agreement will commence once you sign up for the Services or otherwise access and start using the Services and will continue for the duration of the use of Services by you.

10.2. Teso LT may suspend or terminate your access and use of the Services at any time without providing prior notice for any of the following reasons:

a) Inactivity of your account;

b) Breach of this Agreement, our Acceptable use Policy or any applicable law/regulation or violation of any third party rights;

c) KYC procedure.

10.3. If you wish to terminate your account, you can do so by canceling the use of the Services within the Dashboard at any time. If you terminate your account, you will be able to use the remainder of your purchased Traffic after such termination for the remainder of the Term only. Terminated accounts will not be refunded for any unused or remaining Traffic.

10.4. Teso LT is not obliged to maintain any purchased Traffic in your account after termination of your account.

10.5. This Agreement will continue to apply to all past use of the Services by you, even if you are no longer using it.

10.6. Teso LT in its sole judgement may immediately suspend the Services or terminate this Agreement if it believes that the Customer’s use of Services is in breach of Teso LT’s Acceptable use Policy.

10.7. Following the expiry of the Term, the Services and this Agreement will automatically renew for successive periods equal to the Term unless you cancel your Services subscription in accordance with the provisions set forth in herein. If the Services are automatically renewed as set out in this clause, Teso LT will charge you for the successive Services subscription periods using the payment method you provided when purchasing the Services for the initial Term.

10.8. The following provisions will survive termination or expiration of this Agreement: (a) any obligation of 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 Teso LT may disclose to the Customer: (a) any document marked as “Confidential”; (b) any information Teso LT orally designates as “Confidential” at the time of disclosure, provided Teso LT confirms such designation in writing within 5 (five) business days (c) any source code disclosed by Teso LT or accessed by Customer by using the Services, whether or not marked as confidential; and (d) any other non-public, sensitive information disclosed by Teso LT or accessed by the Customer by using the Services. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Customer’s possession at the time of disclosure; (ii) is independently developed by the Customer without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Customer’s improper action or inaction; or (iv) is approved for release in writing by Teso LT

11.2. Customer shall not use Confidential Information for any purpose other than to facilitate the fulfilment of obligations under this Agreement (the “Purpose”). Customer shall not disclose Confidential Information to any third party without Teso LT’s prior written consent. Without limiting the generality of the foregoing, the Customer 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. Customer shall promptly notify Teso LT of any misuse or misappropriation of Confidential Information that comes to Customer’s attention. Notwithstanding the foregoing, Customer may disclose Confidential Information as required by applicable law or by proper legal or governmental authority.

11.3. Injunction. Customer agrees that breach of this section would cause Teso LT irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Teso LT 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 end of the use of Services by the Customer. Upon termination of this Agreement and if requested by Teso LT, the Customer shall return all copies of Confidential Information to Teso LT 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, Teso LT will retain all right, title, and interest in and to all Confidential Information.

11.6. Teso LT 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 Teso LT’s Services) that Customer provides to Teso LT, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict Teso LT’s 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 resolve the dispute by contracting the other party through the notice procedures established in Clause 13.4. If a dispute is not resolved within 30 (thirty) calendar days of such notice, Customer and Teso LT may bring a formal proceeding in the courts of the Republic of Lithuania.

12.3. In any case, the Customer may only resolve disputes with Teso LT on an individual basis and will not bring a claim in class, consolidated or representative action.

13. Additional provisions

13.1. 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.

13.2. Notices must be sent via e-mail and are deemed given when received. Notices to Teso LT must be sent via e-mail the following email address: hello@oxylabs.io.

13.3. Customer may not assign or transfer this Agreement or any rights or obligations under this Agreement without written consent of Teso LT. Teso LT may not assign this Agreement without written consent of the Customer, except in the cases when the transfer of Teso LT rights and obligations is related to and / or connected with a merger, acquisition, or any type of corporate reorganization, or sale of all or substantially all of its assets. In such cases, Teso LT will provide Customer with 14 (fourteen) calendar days notice. Any other attempt to transfer or assign is void.

13.4. 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 explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.

13.5. 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.

13.6. No delay, failure, or default, 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.

13.7. 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 Teso LT 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 third party.

13.8. The Services and Services’ proprietary features, functionality, interfaces, and source code and / or included software may be subject to export controls and economic sanctions laws, regulations and requirements of certain jurisdictions. By using Teso LT 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.

13.9. Some Customers may be eligible to gain access to a promotion code, discount code, discount coupon or similar codes or coupons issued by Teso LT (each hereinafter - Promotion Code). Unless Teso LT explicitly provides otherwise, a single Customer is only eligible to use one such Promotion Code and it is hereby forbidden to engage in any practices to circumvent this restriction (including, but not limited to creating of fake or additional accounts).

Last updated on May 3, 2022.