SMARTPROXY LICENSE AGREEMENT
Effective Date: March 1, 2019
The multiple IP address proxy infrastructure solution, providing multiple IP addresses for the user to connect to the internet (the “System”) is owned and maintained by Smartproxy and its affiliated companies (hereinafter – „ Smartproxy“, „we“, “our” or “us”). The System is intended for research, personal and commercial use and only for the lawful and legitimate purposes, as defined in this License Agreement and any applicable laws. This License Agreement (this “Agreement”) applies to all versions of the System, as well as any separate functionality and derivatives thereof.
By clicking “Register” and registering to our System and/or by starting to use the System, you the user, confirm that you have read this Agreement and that you enter into legally binding Agreement with Smartproxy, as well as you agree to be bound by this Agreement, terms of additional support services agreement (see separately, as applicable). The current version of this Agreement may be found at the Smartproxy website (smartproxy.com/license-agreement).
Use of the System constitutes your agreement to be unconditionally and without restrictions bound by the terms and conditions of this Agreement. If you do not agree to be bound by the terms and conditions of this Agreement, you must not use or must immediately end your use of the System, and/or must uninstall any software that was provided as part of the System. Unless explicitly stated otherwise, any new features or functionality that augment or enhance the System shall be subject to this Agreement.
If you are using the System on behalf of an organization, you are agreeing to this Agreement for that organization and acknowledging that you have the authority to act on behalf of that organization, and commit to this Agreement on behalf of that organization.
Limited License Grant
Subject to your agreement and continuing compliance with this Agreement, Smartproxy grants you a non-exclusive, non-transferable, revocable limited license to access and use the System for personal, research and your own legitimate commercial purposes, for the duration of the chosen Smartproxy System subscription package. Smartproxy System subscription package chosen by you may set the duration and technical restrictions on the use of the System.
Your use of the System and grant of the limited license to you requires purchase by you of one of the Smartproxy System subscription packages. You shall enter a valid payment method as a condition for use or access to the System, and the payment for the selected Smartproxy System subscription package will be assessed against it. Smartproxy System subscription package prices exclude any applicable taxes, levies and duties (VAT, withholding, customs or other) and you shall be responsible for payment of all such applicable taxes, levies, or duties.
You agree that you will at all times comply with all laws and regulations when using the System. Smartproxy reserves the right to stop offering and/or supporting the System or part of the System or any functionality constituent in the System at any time, at which point your license to use the System or a part thereof will be automatically suspended. In such event, Smartproxy shall not be required to provide refunds, benefits or other compensation to users of the System. The System may not be fully functional, if you use a version other than the latest version of the System, and you agree to cease use of an older version of the System, if requested by Smartproxy or if Smartproxy notifies that, only the most recent version of the System should be used by the System users.
You may use the System only if you can legally accept this Agreement and commit under this Agreement, and only in compliance with this Agreement and all applicable laws. Persons younger than 18 shall not use the System. Smartproxy shall never knowingly allow use of the System for persons younger than 18, and shall not collect and process any personal data of such persons. Based on the above, it is presumed that any person using the System is at least 18 years of age. In case younger than 18 years old person or person supplying wrongful data are identified, such person’s account and all their data shall be immediately and without any notice withdrawn by Smartproxy.
We may unilaterally and without any notice or warning set forth and enforce restrictions on using the System, especially when it is required for observing the acceptable use of the System (please also see section Prohibited Activities below). We reserve the right to unilaterally refuse the System, suspend your use or limit access to the System at our sole discretion for any reason or no reason.
Personal information (Account and Payment)
You are required to provide Smartproxy with information for your account (valid email, username and password) and payment information in order to use the System. You assume full responsibility that such information is current, complete and accurate. You warrant that information that you provide to us will be truthful, accurate, and complete, and that you are authorized to provide such information. You authorize us to verify your information at our own discretion and at any time. Furthermore, please be informed that our order process is conducted and handled by our online reseller Paddle.com. Paddle.com is the Merchant of Record for all our orders. Paddle provides customers' with service inquiries and handles returns.
Access to data, content and resources through the System (Third Party Content)
The System allows you to access third party data, content and resources, as if you were accessing them through the IP addresses provided by the System. Anything that you may access with the assistance of the System is referred to as the “Third Party Content”. Smartproxy respects the intellectual property, privacy and security of others, and we ask our users to do the same. When you access any Third Party Content with the assistance of the System, please consult the property, persons and entities portrayed in such content for consents, rights, information and restrictions that may be applicable to such content. Please note that certain content may not be recorded, reproduced, used, distributed or displayed without the written permission of the right holders and affected parties. You are solely responsible for the Third Party Content you access, use, record, save and retain assisted by the System and you will not violate the restrictions applicable to/by the property, persons and entities where such content originates, regardless if any such restrictions are posted or not. As a condition to your use of the System, you agree not to use the System to infringe any applicable laws or third party rights, including privacy and intellectual property rights and not to engage in any Prohibited Activities (see below). You may be subject to civil, administrative and criminal penalties, including without limitation monetary damages, if you engage in the Prohibited Activities, or otherwise violate this Agreement, or infringe any third party’s legal rights. We reserve the right, at any time, in our sole discretion, with or without notice, to suspend use and access to the System to any users who infringe any third party rights or applicable laws.
The System and its proprietary features, functionality, interfaces and source code are protected by copyright and other intellectual property laws. The System and its proprietary features, functionality, interfaces and source code are owned by Smartproxy. Except for the limited license rights expressly provided herein, Smartproxy has and will retain all rights, title and interest in and to the System, its proprietary features, functionality, interfaces and source code and the Software (as defined below), and all copies, modifications and derivative works thereof (including any changes which incorporate any of your ideas, feedback or suggestions). You acknowledge that you are obtaining only a limited license right to the System, its proprietary features, functionality, interfaces and the Software and that no ownership rights are being conveyed to you under this Agreement or otherwise. You may not reproduce, sell, publish, distribute, modify, display, perform, re-post or otherwise use any portion of the System, its proprietary features, functionality, interfaces and source code in any other way or for any other purpose without the prior written consent of Smartproxy.
You acknowledge that the System, its proprietary features, functionality, interfaces and source code includes certain notices and marks owned by Smartproxy and others. You agree not to copy, use or otherwise infringe upon or dilute these marks. You further agree that you will not alter or remove any trademark, copyright or other notice from any copies of the System, its proprietary features, functionality, interfaces and source code.
Please note that all proprietary software programming contained in the System (collectively, “Software”) is owned by Smartproxy and is protected by copyright laws and other intellectual property laws, as well as international treaty provisions. You shall not (and shall not allow any third party to): (a) decompile, disassemble, or otherwise reverse engineer the System, its proprietary features, functionality, interfaces and source code, or the Software, or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the System, its proprietary features, functionality, interfaces and source code, or the Software, by any means whatsoever (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions); (b) distribute, sell, sublicense, rent, lease or use the System, its proprietary features, functionality, interfaces and source code, or the Software (or any portion thereof), for time sharing, hosting, service provider or like purposes; (c) remove any product identification, proprietary, copyright or other notices contained in the System, its proprietary features, functionality, interfaces and source code, or the Software; (d) modify any part of the System, its proprietary features, functionality, interfaces and source code, or the Software, create a derivative work of any part of the System, its proprietary features, functionality, interfaces and source code, or the Software, or incorporate the System, its proprietary features, functionality, interfaces and source code, or the Software, into or with other software; (e) publicly disseminate performance information or analysis (including, without limitation, benchmarks) from any source relating to the System, its proprietary features, functionality, interfaces and source code, or the Software; (f) utilize any equipment, device, software, or other means designed to circumvent or remove any form of copy protection used by Smartproxy in connection with the System, its proprietary features, functionality, interfaces and source code, or the Software, or use the System, its proprietary features, functionality, interfaces and source code, or the Software, together with any authorization code, serial number, or other copy protection device not supplied by Smartproxy; or (g) use the System, its proprietary features, functionality, interfaces and source code, or the Software, to develop a product which is competitive with any Smartproxy product offerings. Any unauthorized access to, reproduction, redistribution, publication, display or other use of the System, its proprietary features, functionality, interfaces and source code, or the Software, is expressly prohibited by law and may result in severe civil and/or criminal penalties. Violators will be prosecuted to the maximum extent possible.
We are always interested in learning about ways we can improve the System. If you submit any comments, ideas, proposals, documents or feedback on the System, you agree that we are free to use them without any restriction or compensation to you. By receiving your comments, ideas, proposals, documents or feedback Smartproxy does not waive any rights to use similar or related information previously known to us, or developed by our employees, or obtained from sources other than you.
You agree that you are solely responsible for any hardware and software environment, including operating systems and other applications, which you will be using for installing, running and accessing the System and Software of the System. You are responsible for obtaining all hardware necessary to run the System and for any fees, including, but not limited to internet connection, data, or mobile carrier fees that you incur when accessing the System. We are not responsible for any compatibility issues and faults, except as it may be covered under the separate support services agreement. Please consult us individually if you have any questions related to compatibility of your hardware and software with the System.
The System may automatically download and install upgrades, updates, or other new features unless you disable these features in your account.
To the fullest extent permissible under applicable law, you agree to release, defend, indemnify and hold Smartproxy, its affiliates and agents, and their respective officers, directors, managers, partners, employees, agents and contractors harmless from and against any and all claims, costs, demands or expenses, including attorneys’ fees, arising from (i) any distribution, publication, refusal to publish, removal, deletion, movement, editing or other use of the Third Party Content, including but not limited to any claims that such Third Party Content is unlawful or violates the intellectual property or other rights of third persons, (ii) your use of the System or any reliance on its proprietary features, functionality, interfaces and working, or (iii) your violation or breach of this Agreement.
Smartproxy is under no obligation to enforce the Agreement against you. In case of violations of the Agreement, we reserve the right to investigate and take appropriate action at our sole discretion.
Below is a partial list of the kinds of activities that are prohibited on or through the System. While using the System you agree not to, and will not assist, encourage, or enable others to use the System for/to (collectively herein – “Prohibited Activities”):
violate general ethic or moral norms, good customs and fair conduct norms;
violate any third party’s rights, including any breach of property, privacy, confidence, personal data, copyright, trademark, patent or any other intellectual property or proprietary right;
engage in any terror, military, para-military, militia or similar training and activities;
engage in any illicit, criminal or otherwise unlawful activities, including security and privacy violations;
spy, stalk, harm, prank, or harass others, or promote bigotry or discrimination, to engage in espionage, cause any network resource to be unavailable to its users, including Denial-of-Service (DoS) or Distributed Denial-of-Service (DDoS) attacks;
use for any high-risk to third parties, harmful or destructive activities, including distribution of viruses, adware, worms, trojan horses, malware, spyware or any other similar malicious activities and products or any other computer code, files or programs designed to interrupt, hijack, destroy, limit or adversely affect the functionality of any computer software, hardware, network or telecommunications equipment;
use in relation to minors, and especially to observe, access, or distribute child pornography;
other activities that could be harmful to minors;
activity that harasses or advocates harassment of another person;
activity, or promoting information, that is fraudulent, false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; or
violate any applicable law, or conduct acts that are otherwise illegal in any jurisdiction;
modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the System;
use any robot, application, or other automated device, process or means to use, access the System;
modify any functionality, interface or any other portion of the System;
remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the System on any User Content derived or copied from the System;
attempt to gain unauthorized access to the System, it’s functionality and features, Smartproxy computer systems or networks to which the System may be connecting;
use the System to violate the privacy, security or otherwise cause harm to property, persons and/or entities; or
use the System in a way that imposes an unreasonable or disproportionately large load on the System or our hardware and software infrastructure;
engage in other disproportionate and generally unacceptable activities.
You also agree not to act contrary to the law, and not to perform aforesaid actions, even if permissible under applicable law, without providing 30 days’ prior written notice to us, which shall be provided together with any information that we may reasonably require giving us an opportunity to provide alternative remedies or otherwise accommodate them at our sole discretion.
We will disclose your data and all information about Prohibited Activities without your consent and any notice to you to the competent national and foreign authorities, especially in cases of: (i) any criminal and administrative investigation of your activities pertaining to violations of third party’s privacy or any other rights, or any applicable law; (ii) any legal action regarding suspected illegal activities; (iii) enforcement or application of this Agreement; (iv) compliance with the legal process or other government inquiry, such as a search warrant, subpoena, statute, judicial proceeding, or other legal process served on Smartproxy; or (v) protecting of legal rights, reputation, and property. We may also choose to comply with domestic and foreign court orders and requests pertaining to violations of third party’s privacy or any other rights, or any other illicit use of the System.
Warranty Disclaimer and Limitation of Liability.
YOU EXPRESSLY AGREE THAT USE OF THE SYSTEM AND RELIANCE ON ITS FEATURES, FUNCTIONALITY and INTERFACES IS AT YOUR OWN RISK. Smartproxy DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE SYSTEM, THE SOFTWARE, ITS PROPRIETARY FEATURES, FUNCTIONALITY, INTERFACES AND SOURCE CODE, THE THIRD PARTY CONTENT OR THE RESULTS THAT MAY BE OBTAINED FROM USE OF ANY OF THE FOREGOING. THE SYSTEM, ITS PROPRIETARY FEATURES, FUNCTIONALITY, INTERFACES AND SOURCE CODE, THE SOFTWARE, THE THIRD PARTY CONTENT AND THE RESULTS OF OPERATION OF THE SYSTEM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND Smartproxy SPECIFICALLY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, QUIET ENJOYMENT, LAWFULNESS AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. Smartproxy RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO CORRECT ANY ERROR OR OMISSION ON THE SYSTEM, in ITS PROPRIETARY FEATURES, FUNCTIONALITY, INTERFACES AND SOURCE CODE. Smartproxy DOES NOT MAKE AND EXPRESSLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES TO YOU REGARDING THE RESULTS OF OPERATION OF THE SYSTEM. WE DO NOT WARRANT THAT THE SYSTEM WILL FUNCTION UNINTERRUPTED OR ERROR-FREE, that the functions contained in the System will meet your requirements, that any feature or functionality in the System or the System itself will continue to be made available, that defects in the System will be corrected or that the System will be compatible or work with any third party software, applications or services, That the SYSTEM is virus and defect free. YOU ASSUME ALL RISK FOR USE OF THE SYSTEM AND YOU ARE COMPLETELY RESPONSIBLE FOR TAKING ALL LEGAL, SAFETY AND SECURITY PRECAUTIONS FOR THE USE THEREOF.
Smartproxy, ITS AFFILIATES AND AGENTS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, PARTNERS, SHAREHOLDERS, MEMBERS, EMPLOYEES, AGENTS, AND CONTRACTORS SHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTIAL, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOSSES, including but not limited to damages or losses for loss of use, lost data, failure of security mechanisms, interruption of business, lost profits or costs of cover, WHETHER RESULTING FROM OR CAUSED BY THE SYSTEM, THE SOFTWARE, THE THIRD PARTY CONTENT, THE THIRD PARTIES, THIS AGREEMENT OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM NEGLIGENCE), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL Smartproxy BE HELD RESPONSIBLE OR LIABLE TO YOU FOR THE CONDUCT OF THIRD PARTIES. OUR AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED ONE HUNDRED USD ($100). IN ANY CASE, OUR LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
Term, Termination and Suspension of the System
This Agreement commences on your start of use of or access to the System and shall continue until terminated in accordance with the terms of this Agreement.
You understand and agree that in Smartproxy’s sole discretion, and without prior notice, your access to this System may be suspended, and Smartproxy may exercise any other remedy available, if Smartproxy believes that your use of the System (a) violates (i) the terms of this Agreement, (ii) the rights of Smartproxy or any third party, or (iii) any applicable law or regulation, or (b) is otherwise objectionable or inappropriate or (c) constitutes fraudulent activity of any nature. You agree that monetary damages may not provide a sufficient remedy to Smartproxy for violations of this Agreement, and you consent to injunctive or other equitable relief for such violations without the requirement that Smartproxy post a bond. Smartproxy is not required to provide any refund or other compensation to you if you are suspended as an authorized user of the System because, in Smartproxy’s sole discretion, you have violated the terms of this Agreement.
Either party shall have the right to terminate this Agreement at any time by providing the other party an advance written notice and indicating the reasonable date of termination. In case of such termination by written notice by either party, Smartproxy will not bear any liability, refund or other compensation obligations towards the user.
Smartproxy shall be entitled to terminate this Agreement unilaterally and immediately in case of any unacceptable use of the System (please see section Prohibited Activities above), any infringement of any third party rights or applicable laws, or any infringement of this Agreement, or in case the user places Smartproxy at risk under any applicable laws or regulations.
Upon termination of the Agreement the license grant according to this Agreement is automatically terminated and you shall immediately stop using and accessing the System and/or must uninstall any software that was provided as part of the System.
Export Controls and Sanctions
The System, its proprietary features, functionality, interfaces and source code and/or included Software may be subject to export controls and economic sanctions laws, regulations and requirements and to import laws, regulations and requirements of certain jurisdictions. By using the System, you represent and warrant that you are not located in, under the control or, or a national or resident of, any such restricted jurisdiction.
The System, its proprietary features, functionality, interfaces and source code and the Software were developed fully at private expense. The System is a commercial product. If the user or licensee of the System is an agency, department, or other entity of the government, such user or licensee must enter into a separate written agreement with us in advance. Any unauthorized or other use is prohibited.
All disputes and claims shall be resolved by negotiations. If negotiations fail to resolve the dispute or claim for 30 (thirty) days, such dispute or claim shall be finally resolved through the judicial procedure at the competent court of law.
We reserve the right to modify and update this Agreement at our sole discretion, at any time, for any or no reason, and without notice or liability, as indicated below. We also reserve the right to modify, update, or discontinue the operation of the System at our sole discretion, at any time, for any or no reason, and without notice or liability.
All users of the System are obliged to ensure that they are familiar with the most current wording of this Agreement. The current version of this Agreement may be found at the Smartproxy website (smartproxy.com/license). We may provide you with notices, including those regarding changes to this Agreement by email and/or by publishing the updated Agreement on Smartproxy website. You agree to review this Agreement each time you use the System, since you agree to be bound by it each time you use or access the System. Each update of this Agreement comes into force as of the moment when it is published as indicated above. You understand and agree that any continued use and access of the System after any updates to this Agreement are made, means that you voluntarily agree to be bound by the updated Agreement.
This Agreement constitutes an agreement between you and Smartproxy regarding the use of the System, and supersedes any prior agreement between you and us on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in this Agreement.
If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
You may not assign or transfer your rights or obligations under this Agreement to any third party.
The section titles in this Agreement are for convenience only and have no legal or contractual effect.